WACHOVIA CORP/ NC
S-4, 2001-01-08
NATIONAL COMMERCIAL BANKS
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 8, 2001
                                                         REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                              WACHOVIA CORPORATION
             (Exact name of registrant as specified in its charter)
                                 --------------
<TABLE>
<CAPTION>
 <S>                               <C>                                   <C>
       NORTH CAROLINA                       6060                            56-1473727
(State or other jurisdiction      (Primary Standard Industrial           (I.R.S. Employer
      of incorporation)              Classification Code No.)           Identification No.)
</TABLE>
                                 --------------
       100 NORTH MAIN STREET
          P. O. BOX 3099                         191 PEACHTREE STREET, N.E.
WINSTON-SALEM, NORTH CAROLINA 27150                ATLANTA, GEORGIA 30303
          (336) 770-5000                               (404) 332-5000
    (Address, including ZIP Code, and telephone number, including area code,
                  of registrant's principal executive offices)
                                 --------------
                              KENNETH W. MCALLISTER
               SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                                 P. O. BOX 3099
                       WINSTON-SALEM, NORTH CAROLINA 27150
                                 (336) 732-5141
       (Name, address, including ZIP Code, and telephone number, including
                        area code, of agent for service)
                                 --------------
                                 WITH COPIES TO:

    MARK J. MENTING                             WILLIAM S. RUBENSTEIN
  SULLIVAN & CROMWELL        AND       SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
    125 BROAD STREET                              FOUR TIMES SQUARE
NEW YORK, NEW YORK 10004                      NEW YORK, NEW YORK 10036
     (212) 558-4000                                 (212) 735-3000
                                 --------------
     APPROXIMATE  DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC:  As soon as practicable  after this  Registration  Statement becomes
effective.
                                 --------------
     If the  securities  being  registered  on this  Form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. |_| ________________

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(b)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_| _______________

                                 --------------
<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
==================================================================================================================================
          TITLE OF             AMOUNT TO BE          PROPOSED MAXIMUM            PROPOSED MAXIMUM                 AMOUNT OF
  SHARES TO BE REGISTERED      REGISTERED(1)     OFFERING PRICE PER UNIT      AGGREGATE OFFERING PRICE      REGISTRATION FEE(2)(3)
==================================================================================================================================
<S>                              <C>                        <C>                       <C>                           <C>
Common Stock, par value
 $5.00 per share.........        7,945,000                  N/A                      $386,001,091                  $96,501
----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)    The  number of shares of common  stock,  par value  $5.00 per  share,  of
       Wachovia  Corporation  to be  registered  pursuant  to this  registration
       statement is based upon the number of shares of common  stock,  $0.01 par
       value, of Republic Security Financial  Corporation  presently outstanding
       or reserved for issuance under various plans or otherwise  expected to be
       issued or to become issuable  before the proposed  merger  transaction to
       which this  registration  statement  relates,  multiplied  by the maximum
       exchange  ratio of 0.1521  shares of Wachovia  common  stock per share of
       Republic common stock.

(2)    Pursuant to Rules 457(f) and 457(c) under the  Securities Act of 1933, as
       amended, the registration fee is based on the average of the high and low
       sales prices of Republic common stock, as reported on the Nasdaq National
       Market on January 3, 2001 ($7.3906),  and computed based on the estimated
       maximum  number of such shares  that may be  exchanged  for the  Wachovia
       common stock being registered.

(3)    Pursuant  to Rule  457(b)  under the  Securities  Act,  the amount of the
       registration  fee has been reduced by $63,111.74,  the amount paid to the
       Securities  and Exchange  Commission on November 28, 2000 with respect to
       this transaction. The difference of $33,389.26 is being paid herewith.
</FN>
</TABLE>
                                 --------------
       THE REGISTRANT HEREBY AMENDS THIS REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES  ACT OF 1933 OR UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
===============================================================================


<PAGE>


          [REPUBLIC LOGO]                                [WACHOVIA LOGO]

         PROXY STATEMENT OF                               PROSPECTUS OF
REPUBLIC SECURITY FINANCIAL CORPORATION                WACHOVIA CORPORATION


     Your board of directors has approved unanimously the merger of Republic
into a wholly owned subsidiary of Wachovia. This strategic transaction provides
Republic with growth and strategic opportunities that would not have been
available to us on a stand-alone basis. In addition, it provides you with the
opportunity to participate as a shareholder in one of the nation's leading
financial services companies.

     IN THE MERGER, EACH OF YOUR SHARES OF REPUBLIC COMMON STOCK WILL BE
CONVERTED INTO BETWEEN 0.1245 AND 0.1521 OF A SHARE OF WACHOVIA COMMON STOCK. WE
WILL DETERMINE THE EXACT EXCHANGE RATIO BY DIVIDING $7.00 BY THE AVERAGE CLOSING
PRICE OF WACHOVIA COMMON STOCK FOR THE FIFTEEN TRADING DAYS BEFORE THE MERGER,
SUBJECT TO A MINIMUM OF 0.1245 OF A SHARE OF WACHOVIA COMMON STOCK FOR EACH
SHARE OF REPUBLIC COMMON STOCK AND A MAXIMUM OF 0.1521 OF A SHARE OF WACHOVIA
COMMON STOCK FOR EACH SHARE OF REPUBLIC COMMON STOCK. THE EXCHANGE RATIO
DETERMINED USING THE AVERAGE CLOSING PRICE OF WACHOVIA COMMON STOCK FOR THE
FIFTEEN TRADING DAYS PRECEDING JANUARY 3, 2001 IS .1299 OF A SHARE. THIS
REPRESENTS A VALUE OF $8.11 BASED ON THE ACTUAL CLOSING PRICE OF WACHOVIA COMMON
STOCK ON JANUARY 3, 2001. IN ADDITION, WE EXPECT THAT THE CONVERSION OF YOUR
SHARES OF REPUBLIC COMMON STOCK INTO WACHOVIA COMMON STOCK GENERALLY WILL NOT BE
SUBJECT TO U.S. FEDERAL INCOME TAX.

     To complete this merger, Republic needs your approval. This document is
being furnished to you in connection with the solicitation of proxies by
Republic's board of directors for its use at the special meeting of
shareholders.

     The special meeting will be held at the Palm Beach Gardens Marriott, 4000
RCA Boulevard, Palm Beach Gardens, Florida 33410, at 10 a.m. on February 16,
2001. At the special meeting, you will be asked to consider and vote on the
merger agreement and the related plan of merger.

     Your board of directors believes that the merger is in the best interests
of Republic and its shareholders and strongly encourages you to vote "FOR"
approval of the merger agreement and the related plan of merger. Republic's
financial advisor, Sandler O'Neill & Partners L.P., has issued its opinion to
the Republic board of directors that the exchange ratio in the merger is fair
from a financial point of view to Republic shareholders.

     Wachovia common stock is traded on the New York Stock Exchange under the
symbol "WB".

--------------------------------------------------------------------------------
         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
     COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER
     THIS PROXY STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY
     STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
     CONTRARY IS A CRIMINAL OFFENSE.

         THE SECURITIES THAT WACHOVIA IS OFFERING THROUGH THIS DOCUMENT ARE NOT
     SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NON-BANK
     SUBSIDIARY OF WACHOVIA, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT
     INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
     AGENCY.
-------------------------------------------------------------------------------

                                 --------------

     The date of this proxy statement/prospectus is ______________, 2001, and it
is being mailed or otherwise delivered to Republic shareholders on or about that
date.


<PAGE>


THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROXY
STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.


<PAGE>


               REFERENCES TO ADDITIONAL INFORMATION ABOUT WACHOVIA

     This proxy statement/prospectus incorporates important business and
financial information about Wachovia from documents that are not included in or
delivered with this document. This information is available to you without
charge upon your written or oral request. You can obtain documents incorporated
by reference in this proxy statement/prospectus, other than certain exhibits to
those documents, by requesting them in writing or by telephone from Wachovia at
the following addresses:

                              WACHOVIA CORPORATION

     P.O. Box 3099                                   191 Peachtree Street, N.E.
Winston-Salem, NC 27150              or                Atlanta, Georgia 30303
  Attention: Secretary                                  Attention: Secretary
     (336) 732-2549                                        (404) 332-6661


     IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY FEBRUARY 9, 2001 IN
ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETING.

     See "Where You Can Find More Information" on page 53 for further
information.


<PAGE>


                     REPUBLIC SECURITY FINANCIAL CORPORATION
                           450 SOUTH AUSTRALIAN AVENUE
                         WEST PALM BEACH, FLORIDA 33401
                    -----------------------------------------
                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON FEBRUARY 16, 2001
                    -----------------------------------------


TO THE SHAREHOLDERS OF REPUBLIC SECURITY FINANCIAL CORPORATION:

     Notice is hereby given that a special meeting of shareholders of Republic
Security Financial Corporation will be held at the Palm Beach Gardens Marriott,
4000 RCA Boulevard, Palm Beach Gardens, Florida 33410 at 10 a.m. on February 16,
2001, for the following purposes:

     (1)  To approve an Agreement and Plan of Merger, dated as of October 29,
          2000, by and between Republic Security Financial Corporation and
          Wachovia Corporation and the related Plan of Merger pursuant to which
          Republic will merge with and into a wholly owned subsidiary of
          Wachovia.

          In the merger, each share of Republic common stock issued and
          outstanding at the effective time of the merger will be converted into
          a number of shares of Wachovia common stock equal to $7.00 divided by
          the average closing price of Wachovia common stock for the fifteen
          trading days immediately preceding the effective time of the merger,
          subject to a minimum of 0.1245 of a share of Wachovia common stock for
          each share of Republic common stock and a maximum of 0.1521 of a share
          of Wachovia common stock for each share of Republic common stock. You
          can find a copy of the merger agreement and related plan of merger in
          Appendix A to the accompanying proxy statement/prospectus.

     (2)  To transact other business, if any, that may properly come before the
          special meeting or any adjournment or postponement of the special
          meeting.

     Only shareholders of record at the close of business on January 3, 2001 are
entitled to receive notice of and to vote at the special meeting or any
adjournment or postponement of the special meeting.

     Shareholders are cordially invited to attend the meeting. To ensure your
representation at the meeting, please complete and promptly mail your proxy in
the prepaid return envelope provided. This will not prevent you from voting in
person, should you so desire. Shareholders holding stock in brokerage accounts
will need to bring a copy of a brokerage statement reflecting stock ownership as
of the record date. Cameras, recording devices and other electronic devices will
not be permitted at the meeting.

     THE REPUBLIC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" APPROVAL OF THE MERGER.

                                            By Order of the Board of Directors,


                                            Alissa E. Ballot
____________, 2001                          Secretary


<PAGE>


                                TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE
WACHOVIA/REPUBLIC MERGER......................................................1

SUMMARY.......................................................................2
   Comparison of Unaudited Per Share
     Data.....................................................................8
   Selected Financial Data of Wachovia.......................................10
   Selected Financial Data of Republic.......................................11

A WARNING ABOUT FORWARD-LOOKING
  STATEMENTS.................................................................12

SPECIAL MEETING..............................................................13
   Record Date...............................................................13
   Quorum; Effect of Abstentions and Broker
     Non-Votes...............................................................13
   Proxies...................................................................13
   Vote Required.............................................................14
   Recommendation of Board of Directors......................................14

THE MERGER...................................................................15
   Overview..................................................................15
   Background of the Merger..................................................15
   Reasons of Republic for the Merger........................................19
   Opinion of Republic's Financial Advisor...................................21
   Effective Time of the Merger..............................................28
   Distribution of Wachovia Stock
     Certificates............................................................28
   Fractional Shares.........................................................29
   Federal Income Tax Consequences...........................................29
   Interests of Republic's Management and
     Directors in the Merger.................................................30
   Post-Merger Compensation and Benefits.....................................33
   Noncompetition Agreements.................................................33
   The First Palm Beach Bancorp, Inc.
     Indenture...............................................................33
   Conditions to Completion of the Merger....................................33
   Regulatory Approvals......................................................35
   Amendment, Waiver and Termination.........................................36
   Termination Fee Agreement.................................................36
   Conduct of Business Pending the Merger....................................38
   Management and Operations after the
     Merger..................................................................39
   Expenses and Fees.........................................................40
   Accounting Treatment......................................................40
   Resales of Wachovia Common Stock..........................................40
   Dissenters' Appraisal Rights..............................................40
   Shareholder Litigation....................................................41

DESCRIPTION OF WACHOVIA CAPITAL STOCK........................................41

   Authorized Stock..........................................................41
   Preferred Stock...........................................................41
   Common Stock..............................................................41


<PAGE>


   Anti-Takeover Provisions..................................................42

CERTAIN DIFFERENCES IN THE RIGHTS OF WACHOVIA SHAREHOLDERS AND REPUBLIC
SHAREHOLDERS.................................................................45

   Authorized Capital........................................................45
   Amendment of Articles of Incorporation....................................45
   Notice of Meetings of Shareholders........................................45
   Special Meetings of Shareholders..........................................46
   Record Date...............................................................46
   Number of Directors; Classified Board of
     Directors...............................................................46
   Removal of Directors......................................................46
   Shareholder Proposals; Advance Notice
       of Director Nominations...............................................47
   Anti-Takeover Provisions; Restrictions
       on Certain Business Combinations......................................47
   Shareholder Rights Agreement..............................................48
   Limitation on Director Liability;
      Indemnification........................................................48
   Shareholder Inspection Rights; Shareholder
      Lists..................................................................49
   Dissenters' Appraisal Rights..............................................50

SHAREHOLDER PROPOSALS........................................................50

COMPARATIVE MARKET PRICES AND DIVIDENDS......................................51

     Wachovia................................................................51
     Republic................................................................52

EXPERTS......................................................................53

VALIDITY OF WACHOVIA COMMON STOCK............................................53

OTHER MATTERS................................................................53

WHERE YOU CAN FIND MORE INFORMATION..........................................53

APPENDICES:

Appendix A -- Agreement and Plan of Merger
                and Related Plan of Merger
Appendix B-- Termination Fee Agreement
Appendix C-- Opinion of Sandler O'Neill &
                Partners L.P.


<PAGE>


            QUESTIONS AND ANSWERS ABOUT THE WACHOVIA/REPUBLIC MERGER

Q:   WHAT DO I NEED TO DO NOW?

A:        Just indicate on your proxy card how you want to vote with respect to
     the merger agreement. Sign and return the proxy card in the enclosed
     prepaid return envelope marked "Proxy" as soon as possible, so that your
     shares may be represented and voted at the special meeting to be held on
     February 16, 2001.

          However, if your shares are held in "street name" by your broker, only
     your broker can vote your shares. In this case, you should instruct your
     broker how to vote by following the directions provided by your broker.

Q:      IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
     VOTE MY SHARES FOR ME WITHOUT INSTRUCTIONS FROM ME?

A:        No. Your broker will not be able to vote your shares without
     instructions from you. You should instruct your broker to vote your shares,
     following the directions provided by your broker. Your failure to instruct
     your broker to vote your shares will be the equivalent of voting against
     the approval of the merger agreement.

Q:      CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:        Yes. There are three ways in which you may revoke your proxy and
     change your vote. First, you may send a written notice to the Secretary of
     Republic stating that you would like to revoke your proxy. Second, you may
     complete and submit a new proxy card. Third, you may attend the special
     meeting and vote in person. Simply attending the special meeting, however,
     will not revoke your proxy. Moreover, if your shares are held in "street
     name" and you have instructed your broker to vote your shares, you must
     follow directions provided by your broker to change your vote.

Q:      SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:        No. After the merger is completed, Wachovia will send you written
     instructions explaining how you should exchange your stock certificates.

Q:      WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A:        We expect the merger to be completed during the first quarter of 2001.
     We are working towards completing the merger as quickly as possible. To do
     so, the shareholders of Republic must approve the merger agreement and the
     related plan of merger and we must obtain the banking and other regulatory
     approvals that are necessary to complete the merger.

Q:      WHOM SHOULD I CALL WITH QUESTIONS OR TO OBTAIN ADDITIONAL COPIES OF THIS
     PROXY STATEMENT/PROSPECTUS?

A:        You should contact Alissa E. Ballot, Secretary at Republic Security
     Financial Corporation, 450 South Australian Avenue, West Palm Beach,
     Florida 33401, telephone (561) 655-8511.


                                        1


<PAGE>


                                     SUMMARY

     This brief summary highlights selected information from this proxy
statement/prospectus. It does not contain all of the information that is
important to you. Each item in this summary refers to the page where that
subject is discussed in more detail. You should carefully read the entire proxy
statement/prospectus and the other documents to which we refer to understand
fully the merger. See "Where You Can Find More Information" on page 53 on how to
obtain copies of those documents. In addition, the merger agreement is attached
as Appendix A to this proxy statement/prospectus. We encourage you to read the
merger agreement because it is the legal document that governs the merger.

INFORMATION REGARDING WACHOVIA AND REPUBLIC (see page 53)

WACHOVIA CORPORATION
100 North Main Street
Winston-Salem, North Carolina 27101
(336) 770-5000

and

191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 332-5000

     Wachovia is a North Carolina corporation, whose principal banking
subsidiary is Wachovia Bank, National Association. As of September 30, 2000,
Wachovia had 679 branches and 1,364 ATMs throughout the Southeast United States.
Wachovia also has subsidiaries engaged in large corporate and institutional
relationship management and business development, corporate leasing, remittance
processing and brokerage services. Based on its consolidated asset size and
market capitalization at September 30, 2000, Wachovia was ranked 15th and 19th,
respectively, among domestic U.S. bank holding companies. At that date, Wachovia
had consolidated assets of $72.020 billion, deposits of $44.262 billion and
shareholders' equity of $6.090 billion.

REPUBLIC SECURITY FINANCIAL CORPORATION
450 South Australian Avenue
West Palm Beach, Florida 33401
(561) 655-8511

     Republic is a Florida corporation, whose principal subsidiary is Republic
Security Bank, organized under the laws of Florida. As of September 30, 2000,
Republic Security Bank had 99 branches of which 58 are traditional branches and
41 are in-store supermarket branches and all of which are located in Florida. At
September 30, 2000, Republic had consolidated assets of $3.397 billion, deposits
of $2.013 billion and shareholders' equity of $207 million.

MERGER CONSIDERATION WILL BE BETWEEN 0.1245 AND 0.1521 WACHOVIA SHARES FOR EACH
REPUBLIC SHARE (see page 15)

     When the merger is complete, each of your shares of Republic common stock
will be converted into between 0.1245 and 0.1521 of a share of Wachovia common
stock. We will determine the exact exchange ratio by dividing $7.00 by the
average closing price of Wachovia common stock for the fifteen trading days
before the merger, subject to a minimum of 0.1245 of a share of Wachovia common
stock for each share of Republic common stock and a maximum of 0.1521 of a share
of Wachovia common stock for each share of Republic common stock. The minimum
ratio of 0.1245 would apply when the average closing price of Wachovia common
stock is $56.2375 or more and the maximum ratio of 0.1521 would apply when the
average closing price is $46.0125 or less. In the case of fractional shares, you
will receive cash instead of a fractional share.

     For example, if you hold 100 shares of Republic common stock, then:

o    Assuming the average price of Wachovia common stock for the fifteen trading
     days before the merger is $50, you will receive 14 shares of Wachovia
     common stock.

o    Assuming the average price of Wachovia common stock for the fifteen trading
     days before the merger is equal to or greater than $56.2375, you will
     receive 12 shares of Wachovia common stock, plus a cash payment equal to
     the value of 0.45 of a share of Wachovia common stock.


                                        2


<PAGE>


o    Assuming the average price of Wachovia common stock for the fifteen trading
     days before the merger is equal to or less than $46.0125, you will receive
     15 shares of Wachovia common stock, plus a cash payment equal to the value
     of 0.21 of a share of Wachovia common stock.

     The average closing price used to calculate the exchange ratio is likely to
be different from the closing price per share of Wachovia common stock at the
time of merger. As a result, the value of the Wachovia common stock you receive
for each of your shares of Republic common stock is likely to be different from
$7.00. This will be particularly the case if the average closing price is less
than $46.0125 or more than $56.2375, in which case the limits we have placed on
the exchange ratio will cause the value of what you receive for each share of
Republic common stock to be unrelated to $7.00.

SHARE INFORMATION AND MARKET PRICES OF WACHOVIA COMMON STOCK (see page 51)

     Wachovia common stock is traded on the NYSE under the symbol "WB". Republic
common stock is traded on the Nasdaq National Market under the symbol "RSFC".

     The following table lists the closing price of Wachovia common stock, the
closing price of Republic common stock and the equivalent value of a share of
Republic common stock giving effect to the merger on

o    October 27, 2000, the last trading day before we announced the merger and

o    January 3, 2001, the last practical day to obtain share price information
     before the date of this proxy statement/prospectus.

                                                                   EQUIVALENT
                                                                   PER SHARE
                                                                    VALUE OF
                                     WACHOVIA       REPUBLIC        REPUBLIC
                                      COMMON         COMMON          COMMON
                                      STOCK          STOCK           STOCK
                                     --------      -----------     ----------

October 27, 2000 ................    $52.6875        $5.9376        $7.07
January 3, 2001 .................    $62.4375        $7.75          $8.11

     The "equivalent per share value of Republic common stock" on each of these
two days represents the closing price of a share of Wachovia common stock on
that day multiplied by the relevant exchange ratio. For each of these two days,
we calculated the exchange ratio by dividing $7.00 by the average closing price
of Wachovia common stock for the preceding fifteen trading days. Because the
closing price was different from this average price, "equivalent per share
value" differed from $7.00. As of October 27, 2000, the average closing price of
Wachovia common stock was $52.1333 and as of January 3, 2001, the average
closing price of Wachovia common stock was $53.875.

     The market price of Wachovia common stock may change at any time.
Consequently, the value of the Wachovia common stock you will be entitled to
receive as a result of the merger may be significantly higher or lower than its
current value or its value at the date of the special meeting.

GENERALLY, THE MERGER WILL BE A TAX-FREE TRANSACTION FOR REPUBLIC SHAREHOLDERS
(see page 29)

     It is a condition to the merger that both Republic and Wachovia receive
legal opinions that the federal income tax treatment will be as described in
this document.

     Assuming that we receive these legal opinions, we expect that for United
States federal income tax purposes, you will not recognize any gain or loss in
the merger, except in connection with any cash that you may receive instead of a
fractional share of Wachovia common stock. Your holding period for the Wachovia
common stock received in the merger, which determines how any gain or loss
should be treated for federal income tax purposes upon future sales of Wachovia
common stock, generally will include your holding period for the Republic common
stock exchanged in the merger.

     This tax treatment may not apply to certain Republic shareholders,
including shareholders who are non-U.S. persons or dealers in securities.
Determining the actual tax consequences of the merger to you may be complex and
will depend on your specific situation and on variables not within our control.
You should consult your own tax advisor for a full understanding of the merger's
tax consequences for you.


                                       3


<PAGE>


THE REPUBLIC BOARD UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE MERGER AGREEMENT
(see page 14)

     The Republic board believes that the merger is in your best interests and
has unanimously approved the merger agreement. The Republic board of directors
recommends that you vote "FOR" approval of the merger agreement and the related
plan of merger.

FINANCIAL ADVISOR SAYS EXCHANGE RATIO FAIR TO REPUBLIC SHAREHOLDERS FROM A
FINANCIAL POINT OF VIEW (see page 21)

     Sandler O'Neill & Partners L.P., the financial advisor to Republic in
connection with the merger, has delivered an opinion to the Republic board that
the exchange ratio in the merger is fair from a financial point of view to
Republic shareholders. A copy of Sandler O'Neill & Partners L.P.'s opinion is
attached to this document as Appendix C. You should read the opinion in full to
understand the assumptions made, matters considered and the limitations of the
review undertaken by Sandler O'Neill & Partners L.P. in providing this opinion.

     Republic has agreed to pay Sandler O'Neill a transaction fee in connection
with the merger, a substantial portion of which is contingent on completion of
the merger. Based on the closing price of Wachovia common stock on January 3,
2001 (the latest practicable date prior to the date of this proxy
statement/prospectus), Republic would pay Sandler O'Neill a transaction fee of
approximately $2.3 million, of which $150,000 has been paid and the balance will
be paid when the merger is completed. Republic has also paid Sandler O'Neill a
fee of $250,000 for rendering its fairness opinion. Republic has also agreed to
reimburse Sandler O'Neill for its reasonable out-of-pocket expenses incurred in
connection with its engagement.

SPECIAL MEETING TO BE HELD ON FEBRUARY 16, 2001 (see page 13)

     The special meeting of Republic shareholders will be held at 10 a.m. on
February 16, 2001, at the Palm Beach Gardens Marriott, 4000 RCA Boulevard, Palm
Beach Gardens, Florida 33410. At the special meeting, you will be asked to
consider and vote to approve the merger agreement and the related plan of
merger.

RECORD DATE SET AT JANUARY 3, 2001; MAJORITY VOTE OF SHARES ENTITLED TO VOTE ON
THE MERGER AGREEMENT IS REQUIRED TO APPROVE MERGER (see page 13)

     You can vote at the special meeting if you owned Republic common stock at
the close of business on January 3, 2001. As of that date, there were 48,782,021
shares of Republic common stock issued and outstanding and entitled to be voted
at the special meeting.

     The affirmative vote of the holders of a majority of the votes entitled to
be cast on the merger agreement is required for approval. If you do not vote
your shares of common stock, it will have the effect of a vote against the
merger.

     The directors and executive officers of Republic beneficially owned, as of
the record date, and are entitled to vote 1,848,166 shares of Republic common
stock (including 304,025 shares held by Republic's 401(k) plan as of December
31, 2000, as to which one executive officer, as one of two trustees, shares
voting power), which represents approximately 3.79% of the outstanding shares of
Republic common stock. Each of them has indicated to us that they intend to vote
"FOR" approval of the merger agreement and the related plan of merger.

     The merger does not need to be approved by Wachovia's shareholders.

DISTRIBUTION OF WACHOVIA STOCK CERTIFICATES (see page 28)

     Promptly after the effective time of the merger, you will receive
transmittal materials for use in exchanging certificates representing shares of
Republic common stock for shares of Wachovia common stock. YOU SHOULD NOT
SURRENDER YOUR CERTIFICATES FOR EXCHANGE UNTIL YOU RECEIVE THE LETTER OF
TRANSMITTAL AND INSTRUCTIONS.

     Wachovia is not required to pay you any dividends on Wachovia common stock
with a record date after the merger until you have exchanged your Republic stock
certificates for Wachovia stock certificates. Also, you will not


                                        4


<PAGE>


be able to vote your converted Republic shares after the merger until your
certificates are exchanged for Wachovia stock certificates. Wachovia will pay
you all dividends on Wachovia common stock with a record date after the merger
that have been paid to other Wachovia shareholders and an amount representing
any fractional share interest when you exchange your certificates, in each case
without interest.

INTERESTS OF REPUBLIC'S MANAGEMENT AND DIRECTORS IN THE MERGER (see page 30)

     In considering the Republic board's recommendation that you vote "FOR" the
merger agreement, you should know that Republic's directors and executive
officers have some interests in the merger that are different from, or in
addition to, their interests as shareholders of Republic generally.

o    Most executive officers have one or more agreements with Republic that
     provide for severance or supplemental retirement payments on termination of
     employment after a change of control of Republic. To settle these
     agreements and to provide that each of these executive officers does not
     have an incentive to leave Republic as soon as the merger occurs, Republic
     will pay all of the severance payments provided by these agreements
     immediately before the merger. Republic estimates the total payment will be
     about $11 million, plus any "gross-up" payment that Republic is required to
     pay to compensate some of the executive officers for any "golden parachute"
     excise tax that is imposed on them.

o    Republic also has retirement agreements with some of its non-employee
     directors, which provide for payments on a change of control of Republic.
     Republic will make these payments immediately before the merger and
     estimates that the total payment will be about $1.8 million.

o    Options issued under Republic's benefit plans will become fully vested. In
     addition, Republic has agreed to settle all of its outstanding stock
     appreciation rights before the merger. Republic estimates that the total
     payment to settle these stock appreciation rights will be about $3.6
     million.

o    Wachovia has required Rudy E. Schupp, Chairman and Chief Executive Officer
     of Republic, to enter into an employment agreement with it. The agreement
     provides for two years of employment after the merger and contains
     noncompetition and nonsolicitation provisions during Mr. Schupp's
     employment and for two years after his employment with Wachovia ends.

o    Wachovia has determined to establish a local advisory board on which the
     non-employee directors of Republic will be permitted to serve. The minimum
     term of the advisory board is two years after the merger, and the minimum
     compensation for each director who attends all meetings is $1,200 annually.
     Each non-employee director also entered into a noncompetition agreement
     with Wachovia.

     The Republic board was aware of these interests and took them into account
in approving the merger.

WACHOVIA COMMON STOCK IS FREELY TRANSFERABLE BY NON-AFFILIATES (see page 40)

     Wachovia common stock issued in the merger will be freely transferable by
you unless you are deemed to be an "affiliate" of Republic under applicable
federal securities laws. Generally, "affiliates" include directors, certain
executive officers and 10% or greater shareholders.

CONDITIONS THAT MUST BE SATISFIED FOR THE MERGER TO OCCUR (see page 33)

     Completion of the merger is subject to various conditions. These include:

o    approval of the merger agreement by Republic shareholders;

o    receipt of all banking and other regulatory and non-regulatory consents
     and approvals necessary to permit the merger;

o    receipt of the legal opinions concerning the tax implications of the
     merger;

o    continuing effectiveness of the employment agreement with Mr. Schupp and
     the


                                       5


<PAGE>


     noncompetition agreements with the non-employee directors of Republic; and

o    ability to defease the indenture relating to Republic's outstanding public
     debt securities, which it assumed in its acquisition of First Palm Beach
     Bancorp, Inc.

REGULATORY APPROVALS WE MUST OBTAIN FOR THE MERGER (see page 35)

     We cannot complete the merger unless it is approved by the Board of
Governors of the Federal Reserve System and the Florida Department of Banking
and Finance. Wachovia has filed applications with both the Federal Reserve Board
and the Florida Department for approval of the merger. In addition, the merger
is subject to the approval of or notice to other regulatory authorities.

     We cannot be certain when or if we will obtain the regulatory approvals.
However, we do not know of any reason why we should not obtain them in a timely
manner.

TERMINATION OF THE MERGER AGREEMENT (see page 36)

     Republic and Wachovia can agree at any time to terminate the merger
agreement, even if Republic shareholders have approved it. Also, either of our
boards can decide, without the consent of the other, to terminate the merger
agreement if any of the following occur:

o    The other party breaches the merger agreement in a material way and does
     not, or cannot, correct the breach in 30 days;

o    The merger has not been completed by June 30, 2001;

o    A regulatory authority denies an approval necessary to complete the merger,
     in a final and nonappealable way; or

o    Republic's shareholders fail to vote for approval of the merger agreement.

     In addition, Wachovia may abandon the merger if the Republic board fails to
make, withdraws or adversely modifies its recommendation to Republic
shareholders to approve the merger agreement.

TERMINATION FEE AGREEMENT (see page 36)

     In connection with the merger agreement, Wachovia and Republic have entered
into a termination fee agreement. This agreement provides that Republic is
required to pay Wachovia a cash fee of $15 million if:

o    the merger agreement is terminated because of a material breach by Republic
     or under circumstances related to a competing offer for Republic; and

o    within 12 months of the termination a third party merges with Republic,
     buys substantially all of its assets or deposits or buys 30% or more of the
     voting power of its stock or Republic agrees to any of the preceding.

     The termination fee agreement is intended to increase the likelihood that
the merger will be completed. The termination fee agreement may discourage
competing offers for Republic, even if someone may have been prepared to pay
more to Republic shareholders than the market price of the Wachovia common stock
to be received by Republic shareholders in the merger.

WACHOVIA WILL USE PURCHASE ACCOUNTING TREATMENT (see page 40)

     Wachovia will account for the merger as a purchase for financial reporting
purposes.

SHAREHOLDER RIGHTS (see page 45)

     Currently, your rights as a Republic shareholder are governed by Florida
law and Republic's articles of incorporation and by-laws. However, Wachovia
shareholder rights are governed by North Carolina law and Wachovia's articles of
incorporation and by-laws. After the merger, if you receive Wachovia common
stock in the merger you will become a Wachovia shareholder and your rights as a
shareholder will be governed by North Carolina law and Wachovia's articles of
incorporation and by-laws.


                                       6


<PAGE>


DISSENTERS' APPRAISAL RIGHTS (see page 40)

     Republic shareholders are not entitled to appraisal rights under Florida
law because Republic stock is listed on the Nasdaq National Market.


                                        7


<PAGE>


COMPARISON OF UNAUDITED PER SHARE DATA

     The following table shows information about our net income per share, cash
dividends per share and book value per share, and similar information after
giving effect to the merger (which is called "pro forma" information). In
presenting the pro forma information, we assumed that we had been merged as of
the beginning of the earliest period presented. The pro forma information gives
effect to the merger under the purchase method of accounting in accordance with
generally accepted accounting principles, or GAAP.

     We used the exchange ratio of .1383 in computing the pro forma combined and
equivalent pro forma combined per share data. The exchange ratio of .1383
represents the midpoint in the range of .1245 and .1521 stated in the merger
agreement.

     We expect that we will incur merger and integration charges as a result of
combining our companies. The pro forma information is helpful in illustrating
the financial characteristics of the combined company under one set of
assumptions. However, it does not reflect these expenses and, accordingly, does
not attempt to predict or suggest future results. Also, it does not necessarily
reflect what the historical results of the combined company would have been had
our companies been combined for the periods presented.

     You should read the information in the following table together with the
historical financial information that Wachovia and Republic have presented in
their prior SEC filings. This material has been incorporated into this document
by reference to those filings. See "Where You Can Find More Information" on page
53.

<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED            YEAR ENDED
                                                           SEPTEMBER 30, 2000       DECEMBER 31, 1999
                                                           ------------------       -----------------
     <S>                                                       <C>                        <C>
     WACHOVIA COMMON STOCK

     Net income per basic common share
            Historical.............................            $ 2.90                     $ 4.99
            Pro forma combined(1)..................              2.85                       4.91
     Net income per diluted common share
            Historical.............................              2.87                       4.90
            Pro forma combined(1)..................              2.83                       4.83
     Dividends per common share
            Historical.............................              1.68                       2.06
            Pro forma combined(2)..................              1.68                       2.06
     Book value per common share
            Historical.............................             29.93                      28.04
            Pro forma combined.....................             30.97                      29.09

</TABLE>

                                                   8


<PAGE>


<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED            YEAR ENDED
                                                           SEPTEMBER 30, 2000       DECEMBER 31, 1999
                                                           ------------------       -----------------
     <S>                                                       <C>                        <C>
     REPUBLIC COMMON STOCK

     Net income per basic common share
            Historical.............................               $ .36                      $ .58
            Equivalent pro forma combined(3).......                 .39                        .68
     Net income per diluted common share
            Historical.............................                 .36                        .58
            Equivalent pro forma combined(3).......                 .39                        .67
     Dividends per common share
            Historical.............................                 .18                        .24
            Equivalent pro forma combined(3).......                 .23                        .28
     Book value per common share
            Historical.............................                4.26                       4.02
            Equivalent pro forma combined(3).......                4.28                       4.02

<FN>
------------------

(1)  The effect of estimated non-recurring merger and integration costs
      resulting from the merger has not been included in the pro forma amounts.

(2)  Pro forma dividends per share represent historical dividends paid by
     Wachovia.

(3)  Represents Wachovia's pro forma results multiplied by the exchange ratio of
     .1383.

</FN>
</TABLE>

                                       9


<PAGE>


                       SELECTED FINANCIAL DATA OF WACHOVIA

     The table below presents selected Wachovia historical financial data for
the five years ended December 31, 1999, which is derived from its previously
filed audited consolidated financial statements for those years. The table also
presents selected Wachovia historical financial data for the nine months ended
September 30, 2000 and 1999, which is derived from its previously filed
unaudited consolidated financial statements for those interim periods. We note
that results for interim periods do not necessarily indicate the results you
should expect for any other interim or annual period.

     You should read the following table together with the historical financial
information that Wachovia has presented in its prior SEC filings. Wachovia has
incorporated this material into this document by reference. See "Where You Can
Find More Information" on page 53.

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                             September 30,                        Year Ended December 31,
                                                          ------------------     --------------------------------------------------
                                                            2000       1999       1999       1998       1997       1996       1995
                                                           ------     ------     ------     ------     ------     ------     ------
                                                                            (Dollars in millions except per share amounts)
<S>                                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>
SUMMARY OF OPERATIONS
     Interest Income...................................    $3,941     $3,442     $4,667     $4,665     $4,262     $4,010     $3,790
     Interest Expense..................................     2,051      1,600      2,197      2,314      2,169      2,086      2,011
     Other Income......................................     1,461      1,181      1,621      1,249      1,007        879        816
     Other Expense.....................................     1,978      1,650      2,251      1,996      1,967      1,509      1,442
     Net Income........................................       588        748      1,011        874        593        757        708

PER SHARE AMOUNTS
     Net Income, Basic.................................     $2.90      $3.69      $4.99      $4.26      $2.99      $3.70      $3.40
     Net Income, Diluted...............................      2.87       3.62       4.90       4.18       2.94       3.65       3.36
     Weighted Average Shares Outstanding, Basic
         (thousands)...................................   202,848    203,007    202,795    205,058    198,290    204,889    208,230

     Weighted Average Shares Outstanding, Diluted
         (thousands)...................................   204,470    206,562    206,192    209,153    201,901    207,432    210,600
     Dividends.........................................     $1.68      $1.52      $2.06      $1.86      $1.68      $1.52      $1.38

STATEMENT OF CONDITION (PERIOD END)
     Total Assets......................................   $72,020    $65,806    $67,353    $64,123    $65,397    $57,229    $55,792
     Interest Earning Assets...........................    64,228     58,542     59,583     56,537     57,333     50,728     50,182
     Loans.............................................    54,225     47,625     49,621     45,719     44,194     38,007     35,585
     Deposits..........................................    44,262     39,709     41,786     40,995     42,654     35,322     34,355
     Shareholders' Equity..............................     6,090      5,628      5,658      5,338      5,174      4,608      4,601

RATIOS
     Return on Average Assets(1).......................      1.14%      1.54%      1.55%      1.37%      1.03%      1.36%      1.37%
     Return on Average Equity(1).......................     13.45      18.52      18.62      16.92      13.08      16.99      17.00
     Dividend Payout Ratio.............................     58.13      41.32      41.38      43.68      55.21      40.37      39.91
     Average Equity to Average Assets Ratio............      8.44       8.30       8.30       8.08       7.87       8.02       8.05

<FN>
-------
(1)  Including non-recurring items.

</FN>
</TABLE>


                                       10


<PAGE>


                       SELECTED FINANCIAL DATA OF REPUBLIC

     The table below presents selected Republic historical financial data.
Republic derived the historical financial data for the five years ended December
31, 1999 from its previously filed audited consolidated financial statements.
The table also presents selected Republic historical financial data for the nine
months ended September 30, 2000 and 1999, which is derived from its previously
filed unaudited consolidated financial statements for those interim periods. We
note that results for interim periods do not necessarily indicate the results
you should expect for any other interim or annual period.

     You should read the following table together with the historical financial
information that Republic has presented in its prior SEC filings. Republic has
incorporated this material into this document by reference. See "Where You Can
Find More Information" on page 53.

<TABLE>
<CAPTION>
                                                                                                                            Nine
                                         Nine Months Ended                                                              Months Ended
                                           September 30,                     Year Ended December 31,                     December 31
                                   --------------------------- ------------------------------------------------------- -------------
                                         2000           1999      1999(2)      1998(2)       1997(2)        1996(2)        1995(1)
                                   ---------------- ---------- ------------ ------------- -------------  ------------- -------------
                                                                (Dollars in thousands, except per share amounts)
<S>                                  <C>          <C>          <C>          <C>         <C>            <C>             <C>
SUMMARY OF OPERATIONS
     Interest Income...............  $  173,570   $  156,953   $  210,525   $  209,499  $   198,525    $  178,917      $ 116,038
     Interest Expense..............     105,657       83,124      112,439      120,171      105,720        90,903         60,566
     Other Income..................      27,533       21,357       28,151       25,830       18,976        20,111          9,327
     Other Expense.................      65,988       59,620       78,189      105,397       86,509        78,292         45,057
     Net Income....................      17,573       22,041       29,469     (10,456)       12,607         8,451         12,020

PER SHARE AMOUNTS
     Net Income, Basic.............  $     0.36   $     0.44   $     0.58   $    (0.22)  $     0.25    $     0.19      $    0.29
     Net Income, Diluted...........        0.36         0.43         0.58        (0.22)        0.25          0.18           0.28
     Weighted Average Shares
     Outstanding, Basic............      48,677       50,564       50,469       48,807       46,489        43,699         41,573
     Weighted Average Shares
     Outstanding, Diluted..........      49,063       51,191       51,047       48,807       48,147        45,854         43,633
     Dividends.....................  $     0.18   $     0.18   $     0.24         0.22         0.19          0.12           0.07

STATEMENT OF CONDITION
(PERIOD END)
     Total Assets..................  $3,396,980   $3,052,135   $3,192,212   $3,081,225   $2,970,120    $2,541,610     $2,146,056
     Interest Earning Assets(3)....   2,991,078    2,793,752    2,808,241    2,755,432    2,473,106     2,213,073      1,953,273
     Loans (Gross).................   2,074,099    1,888,200    1,906,734    2,040,338    1,935,365     1,726,868      1,487,798
     Deposits......................   2,013,253    2,131,110    2,064,936    2,368,360    2,160,715     2,010,311      1,659,438
     Shareholders' Equity..........     206,881      212,916      200,662      207,978      215,585       208,721        203,002

RATIOS

     Return on Average Assets......        0.71%        1.09%         .98%        (.35)%        .47%          .36%           .78%
     Return on Average Equity......       11.89        15.46        14.04        (4.72)        5.92          3.94           8.81
     Dividend Payout Ratio.........          50           41           41           48           51            36             24
     Average Equity to Average
     Assets Ratio..................        6.00         7.03         6.95         7.46         8.01          9.08           8.82
<FN>
------------------
(1)  Presented only for the nine months ended December 31, 1995 because of
     Republic's change from a March 31 fiscal year to December 31.
(2)  Includes merger-related and one-time expenses of $2.4 million related to
     the Northside acquisition, $32.6 million related to the First Palm Beach
     Bancorp and Unifirst acquisitions and $6.5 million related to the Family
     and County acquisition, net of taxes, for the years ended December 31,
     1999, 1998 and 1997, respectively and the effect of the reduction of the
     allowance for deferred tax assets of $1.1 million for the year ended
     December 31, 1997. Excludes a litigation settlement and FDIC assessment of
     $7.4 million, net of taxes, for the year ended December 31, 1996.
(3)  Average interest earning assets are presented.

</FN>
</TABLE>


                                       11


<PAGE>


                   A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     This proxy statement/prospectus contains and incorporates statements that
plan for or anticipate the future. Forward-looking statements include statements
about the future financial condition, results of operations and business of
Wachovia or Republic. These statements may be made directly in this document or
may be "incorporated by reference" to other documents and may include statements
for the period following the consummation of the merger. You can find many of
these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates" or similar expressions. These forward-looking
statements involve risks and uncertainties. Factors that may cause actual
results to differ materially from those contemplated by such forward-looking
statements include the following possibilities:

     o    costs or difficulties related to the combination of the businesses of
          Wachovia and Republic are greater than expected;

     o    retaining key personnel is more difficult than expected;

     o    post-merger revenues are lower than expected;

     o    competitive pressure among financial institutions increases
          significantly;

     o    effects of changes in interest rates on interes margins, loan volumes
          and asset valuations;

     o    general economic conditions or conditions in securities markets are
          less favorable than expected; and

     o    legislation or regulatory changes adversely affect the businesses of
          Wachovia or Republic.


                                       12


<PAGE>


                                 SPECIAL MEETING

     The Republic board is providing this proxy statement/prospectus to you in
connection with its solicitation of proxies for use at the special meeting of
Republic shareholders and at any adjournments or postponements of the special
meeting. The special meeting will be held at the Palm Beach Gardens Marriott,
4000 RCA Boulevard, Palm Beach Gardens, Florida 33410 at 10 a.m. on February 16,
2001. At the special meeting, you will be asked to consider and vote to approve
the merger agreement and the related plan of merger, which provide for the
merger of Republic with and into a wholly owned subsidiary of Wachovia.

     Wachovia is also providing this proxy statement/prospectus to you as a
prospectus in connection with the offer and sale by Wachovia of its shares of
common stock as a result of Republic's proposed merger.

     Your vote is important. Please complete, date and sign the enclosed proxy
card and return it in the postage prepaid envelope provided. If your shares are
held in "street name," you should instruct your broker how to vote by following
the directions provided by your broker.

RECORD DATE

     The Republic board has fixed the close of business on January 3, 2001 as
the record date for determining the Republic shareholders entitled to receive
notice of and to vote at the special meeting. As of the record date, there were
48,782,021 issued and outstanding shares of Republic common stock held by
approximately 3,515 holders of record. Only holders of record of Republic common
stock as of the record date are entitled to notice of and to vote at the special
meeting.

QUORUM; EFFECT OF ABSTENTIONS AND BROKER NON-VOTES

     The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares entitled to vote is necessary to constitute a
quorum at the special meeting. Abstentions will be counted solely for the
purpose of determining whether a quorum is present.

     Because approval of the merger agreement and the related plan of merger
requires the affirmative vote of the holders of a majority of the outstanding
shares of Republic common stock, abstentions and broker non-votes will have the
same effect as a vote against the merger agreement. The proposal to approve the
merger agreement and the related plan of merger is a "non-discretionary" item,
meaning that brokerage firms may not vote shares in their discretion on behalf
of a client if the client has not given voting instructions.

PROXIES

     Solicitation. Proxies in the form included in the proxy card accompanying
this proxy statement/prospectus are being solicited by the Republic board.
Shares represented by properly executed proxies which are received in time and
not revoked will be voted in accordance with the instructions indicated on the
proxies. If no instructions are indicated, those proxies will be voted "FOR"
approval of the merger agreement and the related plan of merger and any other
matter that may come before the special meeting, including a motion to adjourn
or postpone the special meeting to another time and/or place for the purpose of
soliciting additional proxies or otherwise. However, no proxy with
instructions to vote against approval of the merger agreement will be voted in
favor of any adjournment or postponement of the special meeting.

     Directors, officers and other employees of Republic or its subsidiaries may
solicit proxies personally, by telephone or facsimile or otherwise. None of
these people will receive any special compensation for solicitation activities.
Republic will arrange with brokerage firms and other custodians, nominees and
fiduciaries to forward solicitation material to the beneficial owners of stock
held of record by such persons, and Republic will reimburse these persons for
their reasonable out-of-pocket expenses.


                                       13


<PAGE>


     Republic has also made arrangements with D.F. King & Co., Inc. to assist
in soliciting proxies in connection with Republic's special meeting of
shareholders.  For its services, Republic will pay D.F. King & Co., Inc. a fee
of $7,500, plus reimbursement of expenses.  As of the date hereof, D.F. King &
Co., Inc. does not own, beneficially or of record, any securities of Republic.
The address of D.F. King & Co., Inc. is 77 Water Street, New York, New York
10005.  The phone number of D.F. King & Co., Inc. is 800-549-6697.

     Revocability.  If you hold your shares in your own name you may revoke
your proxy at any time before its exercise at the special meeting by:

     o    giving written notice of revocation to the Secretary of Republic,

     o    properly submitting a duly executed proxy bearing a later date, or

     o    voting in person at the special meeting.

You should address all written notices of revocation and other communications
with respect to revocation of proxies to Republic Security Financial
Corporation, 450 South Australian Avenue, West Palm Beach, Florida 33401,
Attention: Alissa E. Ballot, Secretary. A proxy appointment will not be revoked
by death or supervening incapacity of the shareholder executing the proxy unless
notice of the death or incapacity is filed with American Stock Transfer & Trust
Company or other person responsible for tabulating votes on behalf of Republic,
before the shares are voted.

     If your shares are held in "street name" and you have instructed your
broker to vote your shares, you must follow directions provided by your broker
to change your vote.

VOTE REQUIRED

     The affirmative vote of the holders of a majority of the outstanding shares
of Republic common stock is required for approval. Each share of Republic common
stock is entitled to one vote on each matter submitted to the meeting. If you do
not vote your shares, it will have the same effect as a vote "against" the
merger agreement.

     As of the record date, the directors and executive officers of Republic
owned, and are entitled to vote 1,848,166 shares of Republic common stock
(including 304,025 shares held by Republic's 401(k) plan as of December 31,
2000, as to which one executive officer, as one of two trustees, shares voting
power), which represents approximately 3.79% of the outstanding shares of
Republic common stock. Each of them has indicated to us that they intend to vote
"FOR" approval of the merger agreement and the related plan of merger. As of the
record date, neither Wachovia nor any of its directors or executive officers or
their affiliates held any shares of Republic common stock.

RECOMMENDATION OF BOARD OF DIRECTORS

     The Republic board has unanimously approved the merger agreement, believes
that the merger is in the best interests of Republic and recommends that you
vote "FOR" approval of the merger agreement. See "The Merger -- Reasons of
Republic for the Merger" on page 19.


                                       14


<PAGE>


                                   THE MERGER

     This section describes the material information pertaining to the merger
and the merger agreement. The description is not complete and is qualified by
the more detailed Appendices to this document which are incorporated by
reference, including the merger agreement in Appendix A. We urge you to read the
Appendices in their entirety.

OVERVIEW

     The merger agreement provides for a transaction in which Republic will
merge with and into a wholly owned subsidiary of Wachovia organized under North
Carolina law. The subsidiary will be the surviving corporation in the merger. At
the time of the merger, each share of issued and outstanding Republic common
stock will be converted into a number of shares of Wachovia common stock equal
to $7 divided by the average closing price of Wachovia common stock for the
fifteen trading days immediately preceding the merger, subject to a minimum of
0.1245 of a share of Wachovia common stock for each share of Republic common
stock and a maximum of 0.1521 of a share of Wachovia common stock for each share
of Republic common stock. The minimum ratio of 0.1245 would apply when such
average sale price of Wachovia common stock is equal to or greater than $56.2375
and the maximum ratio of 0.1521 would apply when such average sale price of
Wachovia common stock is equal to or less than $46.0125. Following the merger,
Wachovia intends to merge Republic's principal subsidiary, Republic Security
Bank, with and into its principal banking subsidiary, Wachovia Bank, National
Association.

BACKGROUND OF THE MERGER

         Over the years the Republic board has regularly reviewed Republic's
strategic alternatives, including periodic consideration of whether Republic
should continue as an independent entity or combine with a larger financial
institution. This review generally took into account a variety of factors,
including Republic's historical and projected earnings, the merger and
acquisition environment affecting financial institutions and Republic's
competitive position relative to other banks and financial services
institutions.

         Most recently, the Republic board undertook a strategic review over the
course of several board meetings commencing in May 2000. The Republic board
considered Republic's prospects in light of Republic's competitive position and
determined that in order for Republic to remain competitive it would be
necessary for Republic to enter new lines of business to diversify its sources
of revenue and to invest in new technologies to improve efficiency and the
delivery of products and services to customers. However, the Republic board
believed that the cost of establishing or acquiring new businesses and investing
in new technologies would have adversely affected Republic's operating results
in the short term and could have adversely affected market prices for shares of
Republic common stock.

         In addition, the Republic board considered a series of restructuring
initiatives aimed at improving Republic's profitability. The restructuring
initiatives considered by the Republic board included an expense reduction
program, the closing of underperforming branches and the retail mortgage banking
operation and the disposition of lower-yielding loans and investment securities.
The Republic board noted that a number of banking companies had
announced various restructuring initiatives, in many cases to address the impact
of rising interest rates.

         The Republic board determined that continuing as an independent entity
without a restructuring of Republic's balance sheet was not an attractive
alternative because it would have resulted in Republic experiencing a reduced
level of profitability for an uncertain period of time. The board's decision was
made in light of the increase in Republic's cost of interest bearing liabilities
resulting from a series of increases in interest rates instituted by the Board
of Governors of the Federal Reserve System beginning in June 1999 and the impact
such increased cost of funds was having, and was expected to continue to have,
on Republic's results of operations. The Republic board also determined that
implementation of the restructuring initiatives was not an attractive
alternative in light of the significant restructuring charges that Republic
would be required to incur in connection with the implementation of such
initiatives, the execution risk that such initiatives would have entailed and
the risk that, even assuming the


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success of such initiatives and an improved level of profitability, there
might not be a sufficient increase in Republic's stock price in light of
prevailing price/earnings multiples for mid-size banks such as Republic.

         At a meeting of the Republic board on August 23, 2000, the Republic
board determined, based on its review of information presented by the management
of Republic and an analysis prepared by Sandler O'Neill and the values that the
Republic board believed might be obtainable in a business combination
transaction, that it was likely that a business combination transaction would
provide Republic shareholders with greater value than that obtainable by
Republic through a course of continued independence, whether or not the
restructuring and new business and technology-related initiatives described
above were implemented. The Republic board therefore determined that Republic
should seek indications of interest from third parties with respect to a
potential business combination, authorized the engagement of Sandler O'Neill as
financial advisor to Republic and directed Sandler O'Neill to seek such
indications of interest.

         Sandler O'Neill contacted fifteen financial institution holding
companies believed by it and Republic's management to be potentially interested
in and financially and otherwise capable of engaging in a business combination
with Republic. Seven of these companies, including Wachovia, requested
information about Republic. Each of these companies received from Sandler
O'Neill a package containing information about Republic and executed
confidentiality and standstill agreements. In addition, Rudy E. Schupp, Chairman
and Chief Executive Officer of Republic, and a representative of Sandler O'Neill
met with representatives of five of these companies to familiarize them with
Republic. Each of these companies was requested to deliver a written proposal by
September 22, 2000 containing the proposed terms upon which such party would be
willing to enter into a business combination with Republic.

         Although several companies expressed interest in a possible business
combination, only one company submitted a proposal by the date specified by
Sandler O'Neill. This proposal provided for a stock-for-stock merger with
Republic in a transaction where Republic's shareholders would have received a
fixed number of shares of common stock of the initial bidder in exchange for
each Republic share, subject to an adjustment in the exchange ratio so that the
value to be received for each Republic share would not be more than $8.24 or
less than $6.74. The proposal was subject to conditions, including the
satisfactory completion of due diligence with respect to Republic, the execution
of definitive transaction documents, the execution of non-competition
agreements by Republic's management and members of the Republic board and the
execution of employment agreements by specified executives of Republic,
including Mr. Schupp.

         Although Wachovia did not submit a proposal on the due date, it advised
Sandler O'Neill that it might be interested in a business combination
transaction with Republic but that Wachovia would not be in a position to submit
a proposal until the following month.

         At a meeting of the Republic board on September 27, 2000, the Republic
board reviewed with Republic management and Sandler O'Neill the financial terms
of the initial proposal, the business, operations and prospects of Republic and
the initial bidder, both independently and on a combined basis, and the
strategic alternatives available to Republic, including the possibility of
remaining independent, both with and without the implementation of the
restructuring initiatives described above, as well as the possibility of
engaging in a business combination transaction with the initial bidder. At the
conclusion of this meeting, the Republic board authorized management to seek to
negotiate a business combination transaction with the initial bidder.

         Shortly thereafter, legal representatives of Republic and the initial
bidder commenced negotiations of the terms of definitive transaction documents,
and during the week of October 2nd and continuing through the week of October
9th each of the companies conducted a due diligence review of the other.
Negotiation of definitive transaction documents continued throughout this time.

         On October 11, 2000 Wachovia orally advised Sandler O'Neill that
Wachovia would be prepared to enter into a stock-for-stock merger with Republic
on terms which Sandler O'Neill advised would not be competitive with the
proposal then under consideration.


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<PAGE>


         On October 18, 2000, Wachovia orally submitted to Sandler O'Neill a
revised proposal, which contemplated two alternative pricing structures. Under
the first alternative (the "fixed value alternative"), Republic shareholders
would receive Wachovia common stock having a calculated value of $6.75 per
Republic share, subject to a minimum exchange ratio of .1180 and a maximum
exchange ratio of .1442. Under the second alternative (the "fixed exchange ratio
alternative"), Republic shareholders would receive .12 shares of Wachovia common
stock.

         In late afternoon on October 18, the Republic board met to consider the
status of the initial proposal and the oral proposals submitted earlier that day
by Wachovia. Based on the closing price of the common stock of the initial
bidder on October 18, 2000, its proposal had an indicated value of $6.74 per
Republic share. Based on the closing price of Wachovia common stock on October
18, 2000, Wachovia's fixed value alternative had an indicated value of $6.75 per
Republic share and Wachovia's fixed exchange ratio alternative had an indicated
value of $6.00 per Republic share. Management, together with its legal and
financial advisors, reviewed for the Republic board the discussions and contacts
with the initial bidder and Wachovia to date, the financial terms of the initial
proposal and the alternative Wachovia proposals, the pro forma impact of each
proposal on the holders of Republic common stock, the results of the due
diligence review conducted by Republic and its advisors with respect to the
initial bidder, and the terms of the various transaction documents that had been
negotiated to date with the initial bidder. The Republic board was also advised
that the board of directors of the initial bidder was scheduled to meet on
October 20, 2000 to consider the proposed merger with Republic. On the basis of
this review, including the facts that negotiations with the initial bidder
appeared to be almost completed, that the indicated value of the initial
bidder's proposal was comparable to the higher indicated value of Wachovia's two
proposals, that Wachovia had not yet commenced its due diligence review of
Republic, and that legal representatives of Republic and Wachovia had not yet
commenced the preparation and negotiation of definitive transaction documents,
the Republic board determined not to pursue either of the Wachovia proposals and
to meet again on October 20, 2000 following the scheduled meeting of the board
of directors of the initial bidder for the purpose of considering approval of
the business combination transaction proposed by the initial bidder.

         The following day Sandler O'Neill advised Wachovia that its proposals
were not sufficiently attractive to cause Republic to enter into formal
negotiations with Wachovia but that, if Wachovia acted promptly to improve the
terms of its proposals, such proposals would be reviewed by the Republic board.
At the same time, counsel for Republic and the initial bidder reached agreement
on what was believed to be the final form of the transaction documents between
Republic and the initial bidder.

         In the morning of October 20, Wachovia submitted a written proposal
containing two alternative pricing structures, both of which contemplated a
stock-for-stock merger. One alternative contemplated a fixed exchange ratio of
 .1271 shares of Wachovia common stock for each Republic share (the "revised
fixed exchange ratio alternative"). Under the other alternative (the "revised
fixed value alternative"), Republic shareholders would receive Wachovia common
stock having a calculated value (based on the average closing price) of $7.00
per Republic share, subject to a minimum exchange ratio of .1245 and a maximum
exchange ratio of .1521. Accordingly, under the revised Wachovia fixed value
alternative, Republic shareholders would receive Wachovia common stock having a
calculated value of $7.00 per Republic share so long as the average closing
price of Wachovia common stock was between $46.0125 and $56.2375.

         In the afternoon of October 20, the initial bidder's counsel contacted
Republic's counsel to advise it that the board of directors of the initial
bidder had determined to double the two-year non-competition provision contained
in an employment agreement that the initial bidder had required from Mr. Schupp
and which had been previously agreed to between Mr. Schupp and the initial
bidder. The initial bidder's counsel also indicated that the initial bidder was
not prepared to pay any additional consideration for the extended
non-competition arrangement. After consulting with Mr. Schupp, Republic's
counsel advised the initial bidder's counsel that the proposed change was not
acceptable to Mr. Schupp. Counsel for Republic also advised counsel for the
initial bidder that, insofar as the initial bidder's proposal was conditioned on
obtaining a non-competition agreement from Mr. Schupp, the initial bidder should
resolve this issue prior to the meeting of the Republic board scheduled later
that day. However, no representative of the initial bidder contacted Mr. Schupp
or any other representative of Republic to seek to resolve this issue.


                                       17


<PAGE>


         In late afternoon on October 20, the Republic board met to consider the
initial proposal and the proposals contained in Wachovia's bid letter. Of the
proposals then under consideration by the Republic board, the revised Wachovia
fixed value alternative, providing a calculated value of $7.00 per Republic
share, offered the highest nominal per share consideration to the holders of
Republic common stock. Based on the closing price of the common stock of the
initial bidder on October 20, the initial bid had an indicated value of $6.76
per Republic share, and based on the closing price of Wachovia common stock on
October 20, Wachovia's revised fixed exchange ratio alternative had an indicated
value of $6.61 per Republic share. Republic's management, together with its
legal and financial advisors, reviewed for the Republic board the status of the
negotiations with the initial bidder, the financial terms of the alternative
Wachovia proposals, and the pro forma impact of each of the Wachovia proposals
on the holders of Republic common stock. At the October 20 meeting, the Republic
board authorized management to commence merger discussions with Wachovia with
respect to the revised fixed value alternative, and also directed it to continue
negotiations with the initial bidder. The Republic board determined to meet
again on October 22 for the purpose of reconsidering Wachovia's proposal and the
initial bid.

         Following the October 20th meeting, Sandler O'Neill advised Wachovia
that Republic was prepared to enter into merger discussions with Wachovia with
respect to the revised Wachovia fixed value alternative but that it required
additional information about Wachovia's proposal. At roughly the same time, the
initial bidder advised Sandler O'Neill that the initial bidder was withdrawing
its merger proposal. On October 21 and 22, Wachovia and its legal advisors
provided additional information concerning its proposal to Republic and its
legal advisors, including that Wachovia was willing to agree to many of the
arrangements previously negotiated with the initial bidder.

         At a meeting of the Republic board on October 22, the Republic board
reviewed with management and its legal and financial advisors the financial and
non-financial terms of Wachovia's proposal, the business, operations and
prospects of Wachovia and the pro forma impact of the proposed merger on the
holders of Republic common stock. At the conclusion of the October 22 meeting,
the Republic board authorized continued negotiations with Wachovia.

         Following the October 22nd meeting, legal representatives of Republic
and Wachovia proceeded to negotiate the terms of definitive transaction
documents and representatives of each company conducted a due diligence
examination of the other company.

         On October 27, 2000 the Republic board held a meeting to discuss and
review, with the assistance of its legal and financial advisors, the merger
agreement, the termination fee agreement and related matters, including the
employment/non-competition agreement to be entered into between Wachovia and Mr.
Schupp as required by Wachovia. See "- Interests of Republic's Management and
Directors in the Merger" on page 30. Management and Republic's legal and
financial advisors also reviewed with the Republic board their due diligence
findings concerning Wachovia. Representatives of Sandler O'Neill reviewed
financial information concerning Wachovia, Republic and the proposed
transaction, and delivered to the Republic board Sandler O'Neill's oral opinion
(which was subsequently confirmed in writing) that, as of such date, the
exchange ratio in the merger was fair, from a financial point of view, to
Republic shareholders. See "- Opinion of Republic's Financial Advisor" on page
21. Based upon the Republic board's review of the definitive terms of the
transaction, the opinion of Sandler O'Neill and other relevant factors, the
Republic board, by unanimous vote (with two directors absent) of all directors,
authorized and approved the execution of the merger agreement and the
termination fee agreement. The absent directors subsequently concurred in
the Republic board's authorization and approval of the execution of the merger
agreement and the termination fee agreement.

     On October 29, 2000, the parties entered into the merger agreement and
termination fee agreement, and Wachovia entered into the employment/non-
competition agreement with Mr. Schupp and the non-competition agreements with
the non-employee directors of Republic.


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<PAGE>


REASONS OF REPUBLIC FOR THE MERGER

         In reaching its determination to approve and adopt the merger
agreement, the Republic board consulted with Republic's management and its
financial and legal advisors, and considered a number of factors. The following
include all of the material factors considered by the Republic board:

     o    the Republic board's familiarity with and review of Republic's
          business, operations, financial condition and earnings on an
          historical and a prospective basis, including:

          o    the effect on Republic's operating margins of a higher interest
               rate environment in light of the composition of Republic's
               existing assets and liabilities and the Republic board's analysis
               of the risks in restructuring such assets and liabilities;

          o    the relatively low price/earnings multiples at which the common
               stocks of mid-size depository institutions, including Republic,
               had recently traded and could continue to trade, and the effect
               of such trading prices on Republic's ability to bid at
               competitive price levels for attractiv acquisition targets; and

          o    the current and prospective economic and competitive environment
               facing the financial services industry generally, and Republic in
               particular, including the continued rapid consolidation in the
               industry and the increasing importance of operational scale and
               financial resources in maintaining efficiency and remaining
               competitive over the long term and in being able to capitalize on
               technological developments which significantly impact industry
               competition;

     o    the terms of the merger agreement and the merger, including the merger
          consideration, noting that it reflected premium ranging from 42% to
          47% over the average trading prices of the Republic common stock for
          the five, ten and fifteen-day trading periods prior to the publication
          of a newspaper story on September 29, 2000 reporting rumors that
          Republic may be in merger discussions with third parties, and that the
          structure of the merger consideration offered partial protection
          against a potential decline in the market prices for the Wachovia
          common stock before the merger and permitted the holders of Republic
          common stock to participate in the potential appreciation in the
          market prices for the Wachovia common stock before the merger to the
          extent that the average closing price exceeds $56.2375;

     o    the pro forma impact of the merger on holders of Republic common
          stock, including the increase in 2001 pro forma earnings per share of
          51.7% as compared to 2001 projected earnings per share on a
          stand-alone basis, and the increase in 2001 pro forma dividends per
          share of 24.6% as compared to 2001 projected dividends on a stand-
          alone basis (see the discussion of these projections in "-Opinion of
          Republic's Financial Advisor" on page 21);

     o    the Republic board's review, based in part on presentations by its
          financial advisor and Republic's management, of the business,
          operations, financial condition and earnings of Wachovia on an
          historical and a prospective basis and of the combined company on a
          pro forma basis and the historical stock price performance of the
          Wachovia common stock, and the resulting relative interests of
          Republic shareholders and Wachovia shareholders in the common equity
          of the combined company;

     o    the presentations of Sandler O'Neill to the Republic board, the
          financial information reviewed by Sandler O'Neill at the meetings of
          the Republic board on September 27, October 18 and October 27, 2000,
          and the opinion of Sandler O'Neill, rendered on October 27, 2000,
          that, as of such date and based upon and subject to the procedures
          followed, assumptions made, matters considered, and limitations on the
          analyses undertaken, the exchange ratio in the merger was fair from a
          financial point of view to Republic shareholders (see "- Opinion of
          Republic's Financial Advisor" on pag 21);


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<PAGE>


     o    the process conducted by Republic's management and its financial
          advisor in exploring and determining the potential value which could
          be realized by Republic shareholders in a business combination
          transaction, including the contacts between Republic and/or its
          financial advisor and certain financial institution holding companies
          determined to be the most likely companies to be both interested in
          and financially and otherwise capable of engaging in a business
          combination transaction with Republic, the fact that each of such
          selected holding companies which expressed interest in a business
          combination transaction with Republic was afforded an opportunity to
          submit proposals for such a transaction to Republic, and the terms of
          the proposals received by Republic from such holding companies (see "-
          Background of the Merger" on page 15);

     o    the Republic board's review, based on the presentations of its
          management and Sandler O'Neill, of alternatives to the merger for
          enhancing shareholder value, the range of possible values to Republic
          shareholders obtainable through implementation of such alternatives,
          and the timing and likelihood of actually achieving such value, and
          the Republic board's belief, based upon such review, that such
          alternatives were not likely to resul in greater value for Republic
          shareholders than the value to be realized in the merger. In this
          regard, the Republic board considered, among other things, Republic's
          ability to continue to generate revenue growth, improved profitability
          and superior shareholder returns on a stand-alone basis (both with
          and without the implementation of restructuring, new business and
          technology-related initiatives), and the availability of acquisition
          opportunities for Republic.

     o    the general impact that the merger could be expected to have on the
          constituencies served by Republic, including it customers, employees
          and communities.

     o    the expectation that the merger would constitute a "reorganization"
          under Section 368(a) of the Internal Revenue Code and that it would be
          accounted for as a "purchase" for accounting and financial reporting
          purposes (see "- Federal Income Tax Consequences" on page 29 and "-
          Accounting Treatment" on page 40);

     o    the fact that the non-management members of the Republic board would
          enter into non-competition agreements with Wachovia and serve on a
          local advisory board of Wachovia for at least a two-year period
          following the merger. The Republic board also considered that Mr.
          Schupp would enter into an employment/non-competition agreement with
          Wachovia to be effective as of the effective time and that the
          directors and officers of Republic might be deemed to have interests
          in the merger other than their interests generally as Republic
          shareholders (see "- Interests of Republic's Management and Directors
          in the Merger" on page 30); and

     o    the results of the due diligence investigation of Wachovia conducted
          by Republic's management and Sandler O'Neill, the Republic board's
          assessment, with the assistance of counsel, concerning the likelihood
          that Wachovia would obtain all requisite regulatory approvals required
          for the merger (see "- Regulatory Approvals" on page 35); and the
          terms of the termination fee agreement, including the risk that the
          termination fee agreement might discourage third parties from offering
          to acquire Republic by increasing the cost of such an acquisition, and
          recognizing that the execution of the termination fee agreement was a
          condition to Wachovia's willingness to enter into the merger agreement
          (see "- Termination Fee Agreement" on page 36).

     The foregoing discussion of the information and factors considered by the
Republic board was not intended to be exhaustive but includes all of the
material factors considered by the Republic board. In the course of its
deliberations with respect to the merger, the Republic board discussed the
anticipated impact of the merger on Republic, its shareholders and its various
other constituencies, and no material disadvantages expected to result from the
merger were identified during these discussions. In reaching its determination
to approve and recommend the merger, the Republic board did not assign any
relative or specific weights to the factors considered in reaching such
determination, and individual directors may have given differing weights to
different factors.


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<PAGE>


         The Republic board believes the merger is fair to, and in the best
interests of, Republic and the Republic shareholders. The Republic board
unanimously recommends that Republic shareholders vote "FOR" the approval and
adoption of the merger agreement and the consummation of the transactions
contemplated thereby.

OPINION OF REPUBLIC'S FINANCIAL ADVISOR

         On August 23, 2000, Republic retained Sandler O'Neill as an independent
financial advisor in connection with Republic's consideration of a possible
business combination. Sandler O'Neill is a nationally recognized investment
banking firm whose principal business specialty is financial institutions. In
the ordinary course of its investment banking business, Sandler O'Neill is
regularly engaged in the valuation of financial institutions and their
securities in connection with mergers and acquisitions and other corporate
transactions.

         Sandler O'Neill acted as financial advisor to Republic in connection
with the merger and participated in some of the negotiations leading to the
merger agreement. At the request of the Republic board, representatives of
Sandler O'Neill attended the October 27, 2000 meeting of the Republic board at
which the board considered and approved the merger agreement. At the meeting,
Sandler O'Neill delivered to the Republic board its oral opinion, subsequently
confirmed in writing, that, as of such date, the exchange ratio in the merger
was fair to Republic shareholders from a financial point of view. Sandler
O'Neill has also delivered to the Republic board a written opinion dated the
date of this proxy statement/prospectus which is substantially identical to the
October 27, 2000 opinion. The full text of Sandler O'Neill's opinion is attached
as Appendix C to this proxy statement/prospectus. The Sandler O'Neill opinion
outlines the procedures followed, assumptions made, matters considered and
qualifications and limitations on the review undertaken by Sandler O'Neill in
rendering the opinion. The opinion is incorporated by reference into this
description of the opinion and this description is qualified in its entirety by
reference to the opinion. Republic shareholders are urged to read carefully the
opinion in connection with their consideration of the proposed merger.

         Sandler O'Neill's opinion was directed to the Republic board and was
provided to the board for its information in considering the merger. The opinion
is directed only to the fairness of the exchange ratio in the merger to Republic
shareholders from a financial point of view. It does not address the underlying
business decision of Republic to engage in the merger or any other aspect of the
merger and is not a recommendation to any Republic shareholder as to how such
shareholder should vote at the special meeting with respect to the merger or any
other related matter.

         In rendering its opinion, Sandler O'Neill performed a variety of
financial analyses. The following is a summary of the material analyses
performed by Sandler O'Neill, but is not a complete description of all the
analyses underlying Sandler O'Neill's opinion. The preparation of a fairness
opinion is a complex process involving subjective judgments as to the most
appropriate and relevant methods of financial analysis and the application of
those methods to the particular circumstances. The process, therefore, is not
necessarily susceptible to a partial analysis or summary description. Sandler
O'Neill believes that its analyses must be considered as a whole and that
selecting portions of the factors and analyses considered without considering
all factors and analyses, or attempting to ascribe relative weights to some or
all such factors and analyses, could create an incomplete view of the evaluation
process underlying its opinion. Also, no company included in Sandler O'Neill's
comparative analyses described below is identical to Republic or Wachovia, and
no transaction is identical to the merger. Accordingly, an analysis of
comparable companies or transactions is not mathematical; rather it involves
complex considerations and judgments concerning differences in financial and
operating characteristics of the companies and other factors that could affect
the public trading values or merger transaction values, as the case may be, of
Republic or Wachovia and the companies to which they are being compared.

         The earnings projections for Republic and Wachovia relied upon by
Sandler O'Neill in its analyses were reviewed with management and were based
upon internal projections of Republic for the year ending December 31, 2001
and published First Call Corporation consensus earnings estimates for 2000 and
2001 for Republic and Wachovia. For periods after 2001, Sandler O'Neill assumed,
with the consent of the management of Republic, an annual growth rate on earning
assets of Republic of 7% and of 10% for Wachovia. Under these projections and


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<PAGE>


analyses, earnings per share for Republic were forecast at $0.50 for 2001, $0.53
for 2002, $0.57 for 2003 and $0.61 for 2004. The 2001 earnings projections
furnished to Sandler O'Neill were prepared by the senior management of Republic
for internal purposes only and not with a view towards public disclosure. Those
projections, as well as the other earnings estimates relied upon by Sandler
O'Neill in its analyses, were based on numerous variables and assumptions which
are inherently uncertain and accordingly, actual results could vary materially
from those set forth in such projections.

         In performing its analyses, Sandler O'Neill also made numerous
assumptions with respect to industry performance, business and economic
conditions and various other matters, many of which cannot be predicted and are
beyond the control of Republic, Wachovia and Sandler O'Neill. The analyses
performed by Sandler O'Neill are not necessarily indicative of actual values or
future results, which may be significantly more or less favorable than suggested
by such analyses. Sandler O'Neill prepared its analyses solely for purposes of
rendering its opinion and provided such analyses to the Republic Board at the
October 27th meeting. Estimates on the values of companies do not purport to be
appraisals or necessarily reflect the prices at which companies or their
securities may actually be sold. Such estimates are inherently subject to
uncertainty and actual values may be materially different. Accordingly, Sandler
O'Neill's analyses do not necessarily reflect the value of Republic common stock
or Wachovia common stock or the prices at which Republic common stock or
Wachovia common stock may be sold at any time.

         SUMMARY OF PROPOSAL. Sandler O'Neill reviewed the financial terms of
the proposed transaction. Based on the closing price of Wachovia common stock on
October 26, 2000 of $51.1875 and a transaction value per share of $7.00, Sandler
O'Neill calculated an implied exchange ratio of .1368 Wachovia common shares for
each Republic common share. The implied aggregate transaction value was
approximately $348 million, based upon 49,161,393 diluted shares of Republic
common stock outstanding, which was determined using the treasury stock method
at the implied value of $7.00, and included the consideration to be received for
the Republic stock appreciation rights. Based upon the implied transaction value
per share and Republic's September 30, 2000 financial information, Sandler
O'Neill calculated the following ratios:

         Implied value/Book value                                       1.64x
         Implied value/Tangible book value                              1.84x
         Implied value/Last Quarter (9/30/00) EPS annualized           18.15x
         Implied value/Last Twelve Months (9/30/00) EPS                13.84x
         Implied value/Projected 2000 EPS                              15.22x
         Implied value/Projected 2001 EPS                              14.00x

For purposes of Sandler O'Neill's analyses, earnings per share were based on
diluted earnings per share. Sandler O'Neill noted that the implied transaction
value represented a 17.9% premium over the October 26, 2000 closing price of
Republic common stock of $5.94 and a 41.1% premium to the closing price of
Republic common stock on September 29, 2000, the day of publication of a
newspaper story reporting rumors that Republic may be in merger discussions with
third parties. Sandler O'Neill also noted that the implied transaction value
represents a 46.4%, 47.2% and a 42.4% premium to the average trading prices of
Republic common stock for the five, ten and fifteen day trading periods,
respectively, ending on September 29, 2000.

         STOCK TRADING HISTORY. Sandler O'Neill reviewed the history of the
reported trading prices and volume of Republic common stock and Wachovia common
stock, and the relationship between the movements in the prices of Republic
common stock and Wachovia common stock, respectively, to movements in certain
stock indices, including the Standard & Poor's 500 Index, the Nasdaq Bank Index
and the median performance of a composite group of publicly traded commercial
banks of comparable sizes selected by Sandler O'Neill. During the one year
period ended October 25, 2000, both the Republic common stock and the Wachovia
common stock underperformed each of the indices to which it was compared.

         COMPARABLE COMPANY ANALYSIS. Sandler O'Neill used publicly available
information to compare selected financial and market trading information for
Republic and two groups of commercial banks selected by Sandler O'Neill, a
Regional Group and a High Performing Group.


                                       22


<PAGE>


The Regional Group consisted of Republic and the following 11 publicly traded
regional commercial banks:

         Alabama National BanCorp.               BancorpSouth Inc.
         F&M National Corp.                      First Charter Corp.
         Hamilton Bancorp Inc.                   Hancock Holding Co.
         National Commerce Bancorp.              Republic Bancshares Inc.
         Simmons First National Corp.            South Financial Group Inc.
         Trustmark Corp.

The High Performing Group consisted of the following 10 publicly traded
commercial banks which had a return on average equity of greater than 15% (based
on last twelve months' earnings) and a price-to-tangible book value of greater
than 200%:

         Chittenden Corp.                        East West Bancorp Inc.
         First Financial Bancorp.                Greater Bay Bancorp
         Pacific Capital Bancorp                 Park National Corp.
         Silicon Valley Bancshares               Southwest Bancorp. of Texas
         TrustCo Bank Corp of NY                 United Bankshares Inc.

         The analysis compared publicly available financial information for
Republic and the median data for each of the Regional Group and High Performing
Group as of and for each of the years ended December 31, 1995 through 1999 and
as of and for the twelve months ended September 30, 2000. The table below sets
forth the comparative data as of and for the twelve months ended September 30,
2000.

<TABLE>
<CAPTION>
                                           Republic         Regional Group       High Performing Group
------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                      <C>
Total assets                              $3,396,980          $3,194,329               $3,666,729
Annual growth rate of total assets             11.30%              10.99%                    9.96%
Tangible equity/total assets                    5.43%               7.62%                    7.63%
Intangible assets/total equity                 11.24%               9.87%                    0.88%
Net loans/total assets                         60.39%              64.32%                   68.12%
Cash & securities/total assets                 33.47%              32.42%                   27.17%
Gross loans/total deposits                    103.02%              88.15%                   88.76%
Total borrowings/total assets                  33.35%              12.24%                   11.26%
Non-performing assets/total assets               .30%                .44%                     .34%
Loan loss reserves/gross loans                  1.10%               1.32%                    1.42%
Net interest margin                             3.12%               4.16%                    4.74%
Loan loss provision/average assets               .10%                .26%                     .26%
Non-interest income/average assets              1.05%               1.39%                    1.02%
Non-interest expense/average assets             2.61%               3.05%                    2.81%
Efficiency ratio                               65.72%              59.81%                   45.61%
Return on average assets                         .77%               1.03%                    1.48%
Return on average equity                       12.52%              11.47%                   19.27%
Price/tangible book value per share           146.29%             142.48%                  312.35%
Price/earnings per share                       11.00x              11.97x                   13.48x
Dividend yield                                  4.31%               3.84%                    2.86%
Dividend payout ratio                          46.15%              42.00%                   42.63%

</TABLE>

         Sandler O'Neill also used publicly available information to perform a
similar comparison of selected financial and market trading information for
Wachovia and a group of nationwide commercial banks. The Nationwide Group
consisted of Wachovia and the following 10 publicly traded nationwide commercial
banks:


                                       23


<PAGE>


                  Bank of New York Co.                BB&T Corp
                  Comerica Inc.                       Fifth Third Bancorp
                  Firstar Corp.                       Mellon Financial Corp.
                  PNC Financial Services Group        Regions Financial Corp.
                  SouthTrust Corp.                    State Street Corp.

         The analysis compared publicly available financial information for
Wachovia with the median data for the Nationwide Group as of and for each of the
years ended December 31, 1995 through 1999 and as of and for the twelve months
ended September 30, 2000. The table below sets forth the comparative data as of
and for the twelve months ended September 30, 2000.

<TABLE>
<CAPTION>
                                                         Wachovia         Nationwide Group
--------------------------------------------------------------------------------------------
         <S>                                           <C>                  <C>
         Total assets                                  $72,020,000          $56,671,181
         Annual growth rate of total assets                   9.44%                7.12%
         Tangible equity/total assets                         7.08%                6.76%
         Intangible assets/total equity                      16.28%               16.10%
         Net loans/total assets                              74.18%               71.24%
         Cash & securities/total assets                      18.86%               24.07%
         Gross loans/total deposits                         122.51%              104.21%
         Total borrowings/total assets (1)                   27.00%               26.64%
         Non-performing assets/total assets                    .64%                 .49%
         Loan loss reserves/gross loans                       1.47%                1.41%
         Net interest margin                                  4.20%                3.78%
         Loan loss provision/average assets                    .78%                 .25%
         Non-interest income/average assets                   2.70%                2.21%
         Non-interest expense/average assets                  3.55%                3.03%
         Efficiency ratio                                    54.38%               52.86%
         Return on average assets                             1.24%                1.64%
         Return on average equity                            14.77%               18.85%
         Price/tangible book value per share                176.30%              326.83%
         Price/earnings per share                            12.68x               14.92x
         Dividend yield                                       4.22%                2.77%
         Dividend payout ratio                               53.49%               42.96%

<FN>
         -------------------
         (1) Reflects data for Wachovia as of the period ending June 30, 2000.
</FN>
</TABLE>

         ANALYSIS OF SELECTED MERGER TRANSACTIONS. Sandler O'Neill reviewed
certain transactions announced from January 1, 2000 to October 25, 2000
involving publicly traded commercial banks as acquired institutions with
transaction values between $100 million and $500 million. Sandler O'Neill
reviewed 13 transactions announced nationwide and 3 transactions announced in
the Southeast region. Sandler O'Neill reviewed the multiples of transaction
value to last four quarters' earnings, transaction value to book value,
transaction value to tangible book value, tangible book premium to core
deposits, transaction value to total assets, transaction value to total deposits
and premium to market and computed high, low, mean and median multiples and
premiums for the respective groups of transactions. Sandler O'Neill also
analyzed certain relative pricing multiples for the same groups of transactions.
The relative multiples were determined by dividing the absolute transaction
multiples by the relevant trading multiples of the buyers. Sandler O'Neill then
calculated relative implied price/earnings and price/book multiples by applying
the relative multiples to Wachovia's trading multiples as of the close on
October 26, 2000 of 9.69x last quarter annualized earnings and 171.02% of book
value. These multiples were applied to Republic's financial information as of
and for the quarter ended September 30, 2000. As illustrated in the following
table, Sandler O'Neill derived an imputed range of values per share of Republic
common stock of $4.50 to $14.99 based upon the median multiples for nationwide
transactions and $4.03 to $12.10 based upon the median multiples for Southeast
transactions. The assumed transaction value per share of Republic common stock
in the merger was $7.00, which was within the range of values of the
transactions reviewed.


                                       24


<PAGE>

<TABLE>
<CAPTION>
                                            Nationwide Transactions        Southeast Transactions
                                            -----------------------        ----------------------
                                            Median          Implied        Median         Implied
                                            Multiple        Value          Multiple       Value
                                            --------        -------        --------       -------
<S>                                         <C>             <C>             <C>            <C>
Transaction value/EPS (1)                   19.29x          $ 7.52          16.07x        $ 6.27
Transaction value/Book value                 2.47x           10.53           1.75x          7.46
Transaction value/Tangible
  book value                                 2.79x           10.58           1.87x          7.10
Tangible book premium/
  Core deposits                              19.7%           11.35           11.9%          8.35
Transaction value/Total assets               21.6%           14.99           17.4%         12.10
Premium to market(2)                         41.0%            6.65           32.9%          6.27
Transaction value/Total deposits             26.3%           10.82           22.5%          9.24
Imputed transaction value/EPS(1)             11.54x           4.50          10.34x          4.03
Imputed transaction value/Book value          1.94x           8.25           1.63x          6.94

<FN>
-------------------
(1)  Utilizes Republic's annualized earnings for the quarter ended September 30,
     2000.
(2)  Reflects premiums to the seller's price one month before the announcement
     of the transaction and were applied to Republic's closing stock price as of
     September 26, 2000.
</FN>
</TABLE>

         DISCOUNTED DIVIDEND STREAM AND TERMINAL VALUE ANALYSIS. Sandler O'Neill
also performed an analysis which estimated the future stream of after-tax
dividend flows of Republic through December 31, 2004 under various
circumstances, assuming Republic's current dividend payout ratio and that
Republic performed in accordance with the earnings forecasts reviewed with
management. To approximate the terminal value of Republic common stock at
December 31, 2004, Sandler O'Neill applied price/earnings multiples ranging from
6x to 22x and applied multiples of tangible book value ranging from 75% to 275%.
The dividend income streams and terminal values were then discounted to present
values using different discount rates ranging from 9% to 15% chosen to reflect
different assumptions regarding required rates of return of holders or
prospective buyers of Republic common stock. As illustrated in the following
table, this analysis indicated an imputed range of values per share of Republic
common stock of $2.83 to $10.21 when applying the price/earnings multiples and
$2.91 to $10.51 when applying multiples of tangible book value. The assumed
transaction value per share of Republic common stock in the merger was $7.00,
which was within the range of values as calculated above.


                                       25


<PAGE>

<TABLE>
<CAPTION>
                          Price/Earnings Multiples        Tangible Book Value Multiples
                          ------------------------        -----------------------------
      Discount Rate          6x              22x             .75x               2.75x
      -------------          --              ---             ----               -----
         <S>               <C>             <C>               <C>                <C>
          9%               $3.48           $10.21            $3.57              $10.51
         11                 3.24             9.48             3.33                9.76
         13                 3.03             8.81             3.11                9.07
         15                 2.83             8.20             2.91                8.44

</TABLE>

         In connection with its analysis, Sandler O'Neill considered and
discussed with the Republic board how the present value analysis would be
affected by changes in the underlying assumptions, including variations with
respect to the growth rate of assets, net interest spread, non-interest income,
non-interest expenses and dividend payout ratio. Sandler O'Neill noted that the
discounted dividend stream and terminal value analysis is a widely used
valuation methodology, but the results of such methodology are highly dependent
upon the numerous assumptions that must be made, and the results thereof are not
necessarily indicative of actual values or future results.

         PRO FORMA MERGER ANALYSIS. Sandler O'Neill analyzed certain potential
pro forma effects of the merger based upon the assumed exchange ratio of .1368
to Republic's projected March 31, 2001 tangible book value per share and
projected nine months ending December 31, 2001 earnings per share and dividend.
As illustrated in the following table, the analysis indicated that, from a
Republic shareholder's perspective, as compared to the projected stand-alone
performance of Republic, the merger would be accretive to Republic's projected
earnings per share and dividend for the nine months ending December 31, 2001,
but dilutive to the projected tangible book value per share as of the quarter
ended March 31, 2001. The actual results achieved by Wachovia and Republic may
vary from projected results and the variations may be material.

     Nine months ending December 31, 2001                  Republic
     ------------------------------------      ---------------------------------
                                               Stand-alone  Pro Forma Equivalent
                                               -----------  --------------------

     Projected 2001 EPS                           $  .37           $ .57
     Tangible book value as of 3/31/01              3.90            3.65
     Projected 2001 dividend                         .21             .26

         CONTRIBUTION ANALYSIS. Sandler O'Neill reviewed the relative
contributions to be made by Republic and Wachovia to the combined institution
based on data at and for the quarter ended June 30, 2000. The percentage of pro
forma shares owned was determined using an assumed exchange ratio of 0.1368.
This analysis indicated that the implied contributions to the combined entity
were as follows:

                                      Republic               Wachovia
                                      --------               --------
         Total assets                  4.56%                  95.44%
         Total net loans               3.74                   96.26
         Goodwill                      2.20                   97.80
         Total deposits                4.39                   95.61
         Total borrowings              5.85                   94.15
         Tangible equity               3.49                   96.51
         Total equity                  3.27                   96.73
         Earnings for the twelve
          months ended
          September 30, 2000           3.04                   96.96
         Percentage of pro forma
           shares owned                3.17                   96.83

         In connection with rendering its opinion, Sandler O'Neill reviewed,
among other things: (1) the merger agreement and exhibits thereto; (2) the
termination fee agreement; (3) certain publicly available financial statements
and other historical financial information of Republic that they deemed
relevant; (4) certain publicly available financial statements and other
historical financial information of Wachovia that they deemed relevant; (5)
certain internal financial analyses and forecasts of Republic for the years
ending December 31, 2000 and 2001 prepared by management of Republic, consensus
earnings per share estimates for Republic for the years ending December 31,


                                       26


<PAGE>


2000 and 2001 published by First Call Corporation and the views of senior
management of Republic, based on limited discussions with members of senior
management, regarding Republic's past and current business, financial condition,
results of operations and future prospects; (6) consensus earnings per share
estimates for Wachovia for the years ending December 31, 2000 and 2001 published
by First Call Corporation and the views of senior management of Wachovia, based
on limited discussions with members of senior management of Wachovia, regarding
Wachovia's past and present business, financial condition, results of operations
and future prospects; (7) the pro forma impact of the merger, including the
relative contributions of Republic and Wachovia to the resulting institution;
(8) the publicly reported historical price and trading activity for Republic's
and Wachovia's common stock, including a comparison of certain financial and
stock market information for Republic and Wachovia with similar publicly
available information for certain other companies the securities of which are
publicly traded; (9) the financial terms of recent business combinations in the
commercial banking industry, to the extent publicly available; (10) the current
market environment generally and the banking environment in particular; and (11)
such other information, financial studies, analyses and investigations and
financial, economic and market criteria as they considered relevant.

         In connection with rendering its opinion included as an appendix to
this proxy statement/prospectus, Sandler O'Neill confirmed the appropriateness
of its reliance on the analyses used to render its October 27, 2000 opinion by
performing procedures to update certain of such analyses and by reviewing the
assumptions upon which such analyses were based and the other factors considered
in rendering its opinion.

         In performing its reviews and analyses, Sandler O'Neill assumed and
relied upon the accuracy and completeness of all the financial information,
analyses and other information that was publicly available or otherwise
furnished to, reviewed by or discussed with it, and Sandler O'Neill did not
assume any responsibility or liability for independently verifying the accuracy
or completeness of any of such information. Sandler O'Neill did not make an
independent evaluation or appraisal of the assets, the collateral securing
assets or the liabilities, contingent or otherwise, of Republic or Wachovia or
any of their respective subsidiaries, or the collectibility of any such assets,
nor was it furnished with any such evaluations or appraisals. Sandler O'Neill is
not an expert in the evaluation of allowances for loan losses and it has not
made an independent evaluation of the adequacy of the allowance for loan losses
of Republic or Wachovia, nor has it reviewed any individual credit files
relating to Republic or Wachovia. With Republic's consent, Sandler O'Neill has
assumed that the respective allowances for loan losses for both Republic and
Wachovia are adequate to cover such losses and will be adequate on a pro forma
basis for the combined entity. In addition, Sandler O'Neill has not conducted
any physical inspection of the properties or facilities of Republic or Wachovia.
With respect to all financial projections and the published earnings per share
estimates prepared by and/or reviewed with the management of Republic and
Wachovia used by Sandler O'Neill in its analyses, Sandler O'Neill assumed that
they reflected the best currently available estimates and judgments of the
respective managements of the respective future financial performances of
Republic and Wachovia and that such performances will be achieved. Sandler
O'Neill expressed no opinion as to such financial projections or the assumptions
on which they were based.

         Sandler O'Neill's opinion was necessarily based upon market, economic
and other conditions as they existed on, and could be evaluated as of, the date
of its opinion. Sandler O'Neill assumed, in all respects material to its
analysis, that all of the representations and warranties contained in the merger
agreement and all related agreements are true and correct, that each party to
such agreements will perform all of the covenants required to be performed by
such party under such agreements and that the conditions precedent in the
Agreement are not waived. Sandler O'Neill also assumed, with Republic's consent,
that there has been no material change in Republic's or Wachovia's assets,
financial condition, results of operations, business or prospects since the date
of the last publicly filed financial statements available to them, that Republic
and Wachovia will remain as going concerns for all periods relevant to its
analyses, and that the merger will be accounted for using the purchase method
and will qualify as a tax-free reorganization for federal income tax purposes.

         Republic has agreed to pay Sandler O'Neill a transaction fee in
connection with the merger, a substantial portion of which is contingent upon
the closing of the merger. Based on the closing price of Wachovia common stock
on January 3, 2001 (the latest practicable date prior to the date of this proxy
statement/prospectus), Republic would pay Sandler O'Neill a transaction fee of
approximately $2.3 million, of which $150,000 has been paid and the


                                       27


<PAGE>


balance will be paid when the merger is closed. Republic has also paid Sandler
O'Neill a fee of $250,000 for rendering its fairness opinion. Republic has also
agreed to reimburse Sandler O'Neill for its reasonable out-of-pocket expenses
incurred in connection with its engagement and to indemnify Sandler O'Neill and
its affiliates and their respective partners, directors, officers, employees,
agents, and controlling persons against certain expenses and liabilities,
including liabilities under securities laws.

         Sandler O'Neill has in the past provided other investment banking
services to Republic and has received compensation for such services. In the
ordinary course of its business as a broker-dealer, Sandler O'Neill may also
purchase securities from and sell securities to Republic and Wachovia and may
actively trade the equity or debt securities of Republic and Wachovia and their
respective affiliates for its own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.

EFFECTIVE TIME OF THE MERGER

         The merger will be consummated if it is approved by Republic
shareholders, and, unless waived, Wachovia and Republic obtain all required
consents and approvals and satisfy the other conditions to the obligations of
the parties to consummate the merger. The merger will become effective on the
date and at the time that the articles of merger reflecting the merger are filed
with the Secretary of State of Florida and the certificate of merger reflecting
the merger is filed with the Secretary of State of North Carolina, or a later
date or time that is indicated in the articles and certificate. Wachovia and
Republic have generally agreed to cause the effective time to occur:

     o    on the fifth business day to occur after the last of the conditions to
          the completion of the merger in the merger agreement has been
          satisfied or waived;

     o    at the election of Wachovia, on the first business day of the month
          immediately after the month in which such day occurs; or

     o    any other date to which Wachovia and Republic agree.

     Wachovia and Republic each have the right, acting unilaterally, to
terminate the merger agreement if the merger is not completed by June 30, 2001,
so long as the failure to consummate the merger by such date is not caused by a
breach of the merger agreement by the party electing to terminate the agreement.
See "The Merger -- Amendment, Waiver and Termination" on page 36 for further
information.

DISTRIBUTION OF WACHOVIA STOCK CERTIFICATES

     Promptly after the effective time of the merger, Wachovia and Republic will
cause EquiServe Trust Company, N.A., or another exchange agent selected by
Wachovia, to mail transmittal materials to you for use in exchanging
certificates representing shares of Republic common stock for shares of Wachovia
common stock. YOU SHOULD NOT SURRENDER YOUR CERTIFICATES FOR EXCHANGE UNTIL YOU
RECEIVE THE LETTER OF TRANSMITTAL AND INSTRUCTIONS. Wachovia will deliver
certificates for Wachovia common stock and/or a check for any fractional share
interest or dividends or distributions once it receives your Republic common
stock certificates. Neither Wachovia, Republic, nor the exchange agent will be
liable to any former Republic shareholder for any amount properly delivered to a
public official pursuant to any applicable abandoned property law.

     Wachovia is not required to pay you any dividends on Wachovia common stock
with a record date after the merger until you have exchanged your Republic stock
certificates for Wachovia stock certificates. Also, you will not be able to vote
your converted Republic shares after the merger until your certificates are
exchanged for Wachovia stock certificates. Wachovia will pay you all dividends
on Wachovia common stock with a record date after the merger that have been paid
to other Wachovia shareholders and an amount representing any fractional share
interest when you exchange your certificates, in each case without interest.


                                       28


<PAGE>


     There will be no transfers of shares of Republic common stock on Republic
stock transfer books after the effective time. Until exchanged as set forth in
the transmittal materials, the Republic stock certificates represent only the
right to receive Wachovia common stock and cash for any amount to be paid for a
fractional share interest.

FRACTIONAL SHARES

     Wachovia will not issue any fractional shares of Wachovia common stock in
the merger. Instead, you will receive cash without interest for any fractional
share interest. The amount of cash received will be determined by multiplying
that fraction by the closing price of Wachovia common stock reported by the New
York Stock Exchange on the trading day immediately preceding the effective time
of the merger. You will not be entitled to dividends, voting rights or any other
shareholder rights with respect to any fractional share interest.

FEDERAL INCOME TAX CONSEQUENCES

     The following section describes the material U.S. federal income tax
consequences of the merger to holders who hold shares of Republic common stock
as capital assets and is the opinion of Sullivan & Cromwell, special counsel to
Wachovia, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Republic.
This section does not address state, local or foreign tax consequences of the
merger.

     This section is based on the federal tax laws that are currently in effect.
These laws are subject to change at any time, possibly with retroactive effect.
This is not a complete description of all of the consequences of the merger in
your particular circumstances. We do not address the U.S. federal income tax
considerations applicable to certain classes of shareholders, including:

     o    financial institutions;

     o    insurance companies;

     o    tax-exempt organizations;

     o    dealers in securities or currencies;

     o    traders in securities that elect to mark to market;

     o    persons who hold Republic common stock as part of a hedge, straddle or
          conversion transaction;

     o    persons who are not for United States federal income tax purposes:

          o    a citizen or resident of the United States;

          o    a domestic corporation;

          o    an estate whose income is subject to United States federal income
               tax regardless of its source; or

          o    a trust if a United States court can exercise primary supervision
               over the trust's administration and one or more United States
               persons are authorized to control all substantial decisions of
               the trust;

     o    persons who acquired or acquire shares of Republic common stock
          pursuant to the exercise of employee stock options or otherwise as
          compensation;

     o    persons who exercise their dissenters' appraisa rights; and

     o    persons who do not hold their shares of Republi common stock as a
          capital asset.


                                       29


<PAGE>


     In connection with the filing of this document, Wachovia will receive an
opinion of its special counsel, Sullivan & Cromwell, stating that the merger
will be treated for U.S. federal income tax purposes as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code. Also, at the time of
the merger, Wachovia will receive an opinion of Sullivan & Cromwell and Republic
will receive an opinion of its special counsel, Skadden, Arps, Slate, Meagher &
Flom, LLP. Each opinion will state that the merger will be treated for U.S.
federal tax purposes as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code.

     In addition, the opinion of Sullivan & Cromwell will state that:

     o    no gain or loss will be recognized by holders of Republic common stock
          who exchange all of their Republic common stock solely for Wachovia
          common stock pursuant to the merger, except with respect to a Republic
          shareholder who receives cash instead of a fractional share of
          Wachovia common stock;

     o    the aggregate adjusted tax basis of shares of Wachovia common stock
          received by holders of Republic common stock who exchange all of their
          Republic common stock solely for Wachovia common stock pursuant to the
          merger will be the same as the aggregate adjusted tax basis of the
          shares of Republic common stock exchanged therefor, reduced by any
          amount allocable to a fractional share interest for which cash is
          received; and

     o    the holding period of shares of Wachovia common stock received by
          holders of Republic common stock who exchange all of their Republic
          common stock solely for Wachovia common stock pursuant to the merger,
          including any fractional share deemed issued and then redeemed for
          cash, will include the holding period of the Republic common stock
          exchanged therefor, provided that such Republic common stock is held
          as a capital asset at the effective time of the merger.

     Cash received by a Republic shareholder instead of a fractional share of
Wachovia common stock will be treated as received in redemption of the
fractional share interest. The shareholder will generally recognize capital gain
or loss for U.S. federal income tax purposes equal to the difference between the
amount of cash received and the shareholder's adjusted tax basis in the Republic
common stock allocable to such fractional share interest. This capital gain or
loss will be long-term capital gain or loss if the Republic shareholder's
holding period for such Republic common stock is more than one year. Long-term
capital gain of a non-corporate person is generally subject to a maximum federal
tax rate of 20%. The deductibility of capital losses is subject to limitations
for both individuals and corporations.

     The opinions described above will be based upon the facts, representations
and assumptions outlined in the opinions. Counsel will require and rely upon
representations contained in letters to be received from Republic and Wachovia
in rendering the opinions. Neither of these opinions is binding on the Internal
Revenue Service. Neither Wachovia nor Republic has requested or will request any
ruling from the Internal Revenue Service as to the U.S. federal income tax
consequences of the merger.

     Each party's obligation to consummate the merger is conditioned upon the
receipt of an opinion from its respective counsel, each dated the date of the
merger, as described above, in form and substance reasonably satisfactory to
Wachovia and Republic, respectively.

     The tax consequences of the merger may vary depending upon your particular
circumstances. You should therefore consult your own tax advisor as to the
specific tax consequences of the merger for you, including the application and
effect of U.S. federal, state and local, foreign and other tax laws.

INTERESTS OF REPUBLIC'S MANAGEMENT AND DIRECTORS IN THE MERGER

     In considering the Republic board's recommendation that you vote "FOR"
approval of the merger agreement, you should know that Republic's directors and
executive officers have some interests in the merger that are different from, or
in addition to, their interests as shareholders of Republic generally. The
Republic board was aware of these interests and considered them, among other
matters, in making its recommendation.


                                       30


<PAGE>


     Severance, Employment and Supplemental Executive Retirement Agreements.
Republic has employment agreements with each of Rudy E. Schupp, Richard J.
Haskins, Louis J. Dunham, R. Michael Strickland and Carla H. Pollard and
change of control agreements with each of Roger Savage, Bruce Keir, W. Andrew
Kirkman and Alissa E. Ballot.  Each of these agreements provides for a
severance payment on termination of employment under the circumstances
provided in the agreement, including:

     o    in the case of Mr. Schupp, termination for any reason following
          shareholder approval of the merger and

     o    in the case of the other executive officers, termination for any
          reason during the 90-day period following completion of the merger.

     The severance payment required under these agreements is equal to the
salary, bonus and pension benefit that the executive officer would have received
had the executive officer remained employed with Republic for an additional two
years (three years in the case of Messrs. Schupp and Haskins). Messrs. Schupp
and Haskins are also entitled to receive a "gross-up" payment to compensate the
executive officer for any "golden parachute" excise tax that will be imposed on
him. Severance payments made to the other executive officers are limited to the
extent necessary to ensure that no "golden parachute" excise tax will be
imposed. In addition, Republic has supplemental executive retirement agreements
with each of Messrs. Schupp and Haskins.

     To settle these agreements and to provide that each of these executive
officers does not have an incentive to leave Republic as soon as the merger
occurs, Republic will pay all of the severance payments provided for under these
agreements, including amounts in satisfaction of the supplemental executive
retirement agreements, immediately before the merger. Republic estimates that
the total amount of these payments will be about $11 million, not including any
"gross-up" payments that may be made with respect to any excise tax.

     In addition to the severance payments, each executive officer is entitled
to be covered under Republic's welfare benefit plans for two years (except for
Mr. Haskins, who will be covered for three years, and Mr. Schupp, who will be
covered by his employment agreement described below). In addition, on
shareholder approval of the merger, so long as he is not covered under a
subsequent employer's plans, Mr. Haskins will become entitled to receive health
and medical benefits through the date on which he becomes eligible to receive
Medicare and, after such eligibility date, Medicare supplemental insurance for
life. However, the cost of such coverage and supplemental insurance cannot
exceed the amount of insurance which could be purchased with the funds
accumulated at the rate of $7,700 per year beginning October 1, 1995.

     Director Retirement Agreements.  Republic is party to retirement
agreements with H. Gearl Gore, Eugene W. Hughes, Jr.,  Lennart E. Lindahl,
Jr., Carol R. Owen, Richard C. Rathke, Dr. Bruce E. Wiita, Paula Berliner and
Mary A. McCarty.  The retirement agreements provide for payments based on
annualizing board and committee fees paid with respect to meetings held during
a board member's final calendar year of board service, and become fully vested
and payable in a lump sum following a change of control.  Based on the number
of board and committee meetings held and expected to be held in 2000, Republic
estimates that the total payments owed will be about $1.8 million.  Republic
will make these payments immediately before the merger.

     Stock Options and Stock Appreciation Rights. All unvested options held by
Republic's directors and executive officers will become vested if Republic's
shareholders approve the merger agreement and the related plan of merger. As of
the date of the special meeting, Republic's directors and executive officers are
expected to hold unvested options to buy a total of 425,845 shares of Republic
common stock, of which options to buy a total of 47,500 shares have an exercise
price of less than $7.00 per share and options to buy 6,667 shares have an
exercise price of $7.5625. Any of these options and any other options granted
under Republic's benefit plans that are not exercised before the merger will be
converted into options for Wachovia common stock with equivalent terms.

     Some of Republic's executive officers and directors have been granted stock
appreciation rights by Republic that would have continued after the merger. Each
of these officers and directors has agreed to allow Republic to terminate their
stock appreciation rights before the merger. As a result, each will receive,
immediately before the merger, a cash payment equal to:


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<PAGE>

     o    the number of shares to which the agreement relates multiplied by

     o    the excess of the "high water mark" (as defined in the stock
          appreciation right agreement - currently $13.625) over the exercise
          price specified in the agreement.

     As of the date of this proxy statement/prospectus, Republic's executive
officers and directors held a total of 564,000 stock appreciation rights with an
exercise price of $8.00 and 60,000 stock appreciation rights with an exercise
price of $5.75.

     New Employment Agreement with Mr. Schupp.  Wachovia has entered into an
employment agreement with Mr. Schupp, effective on completion of the merger.
The agreement provides that Mr. Schupp will serve Wachovia Bank, N.A. as
Florida Banking Chairman for two years following the completion of the merger
at an initial base salary of $435,000 per year, which is equal to his current
base salary.  Mr. Schupp will be eligible to earn an annual bonus of up to
100% of his base salary.  If Mr. Schupp's employment is involuntarily
terminated (including by reason of Mr. Schupp's resignation following certain
breaches of the agreement by Wachovia) during the term of the agreement,
Wachovia will continue to provide Mr. Schupp with his compensation and
benefits for the remainder of the term of the agreement, and will pay Mr.
Schupp a "gross-up" payment to compensate him for any "golden parachute" taxes
imposed on him.  Mr. Schupp will be subject to restrictive covenants
(including non-competition and non-solicitation covenants) during his
employment and for 24 months following termination of employment.

     Advisory Board. It is expected that the non-employee directors of Republic
will continue to serve as directors of Republic Security Bank until sometime
after the merger. In addition, Wachovia has determined to establish a local
advisory board for Palm Beach, Florida. When Wachovia determines to replace the
directors of Republic Security Bank, which is expected to be when it is merged
with Wachovia Bank, N.A., Wachovia has agreed to appoint to the advisory board
each former non-employee director of Republic who is willing to serve. Each such
non-employee director of Republic will serve on the board of Republic Security
Bank and subsequently on the advisory board for a total of at least two years
following the completion of the merger and will receive fees of at least $1,200
per year. This service will be treated as service with Wachovia for purposes of
Republic's equity incentive plans. Each non-employee director has also entered
into a noncompetition agreement with Wachovia which continues for two years
following termination of service on the Republic board and the advisory board.

     401(k) Plan. Under Republic's 401(k) retirement plan, all employer match
accounts will become 100% vested upon shareholder approval of the merger. Of
Republic's executive officers who participate in the plan, only two are not
currently fully vested in their employer match accounts. The aggregate value of
the acceleration of the match for these two executive officers is approximately
$11,000.

     Indemnification Rights. Wachovia has also agreed that for a period of six
years after the merger it will indemnify the present directors and officers of
Republic and its subsidiaries against costs or expenses (including reasonable
attorney's fees), judgments, fines, liens, losses, claims, damages or
liabilities incurred in connection with any claim, action, suit, proceeding or
investigation (civil or criminal), administrative or investigative, arising out
of actions or omissions occurring at or prior to the merger, to the fullest
extent that Republic is permitted to indemnify (and advance expenses to) its
directors and officers under the laws of Florida and Republic's articles of
incorporation and by-laws in effect on the date of the merger agreement,
provided any such director's or officer's conduct complies with the standards
set forth under Florida law and Republic's articles of incorporation and
by-laws, to be determined by independent counsel selected by Wachovia and
reasonably acceptable to such officer or director. In addition, Wachovia has
agreed that for a period of three years after the merger it will use its
reasonable efforts to obtain directors' and officers' liability insurance for
the benefit of Republic's and its subsidiaries' directors and officers, to
provide insurance coverage that will reimburse the present and former directors
and officers of Republic or any of its subsidiaries with respect to claims
against such directors and officers arising from facts or events which occurred
before the merger. The coverage and policy limits will be no less advantageous
than the coverage provided by Republic of the date of the merger agreement,
subject to the cost for the insurance not exceeding 150 percent of the amount
expended by Republic for similar insurance on the date of the merger agreement.


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POST-MERGER COMPENSATION AND BENEFITS

     Under the merger agreement, Wachovia has agreed to provide employee
benefits to officers and employees of Republic and its subsidiaries on terms and
conditions which, when taken as a whole, are substantially similar to those
currently provided by Wachovia and its subsidiaries to similarly situated
officers and employees. Prior to the time that these benefits are provided, the
employees of Republic or Republic Security Bank who receive benefits under
Republic employee benefit plans are deemed to receive benefits no less favorable
than those provided by Wachovia or its subsidiaries. In addition, the merger
agreement provides that these employees generally will receive credit for their
service rendered with Republic or Republic Security Bank before the effective
time, to the extent Republic or Republic Security Bank credited that service.
This credit will count for purposes of determining vesting and eligibility to
participate, but not for the purpose of benefit accrual, under Wachovia's
employee benefit plans. The merger agreement provides that Wachovia may amend,
modify or terminate any employee benefit plan after the effective date of the
merger.

NONCOMPETITION AGREEMENTS

     In connection with the merger, each non-employee director of Republic
signed a noncompetition agreement with Wachovia. Under the agreements, each
director agrees that, following the merger, while serving as a director of
Republic Security Bank or as a local advisory board member of Wachovia Bank and
for 2 years after termination of such services, they will not engage in
activities competitive with Wachovia. Under the agreement, the directors also
agree to exercise before the effective time of the merger all in-the-money
options and warrants for Republic common stock.

THE FIRST PALM BEACH BANCORP, INC. INDENTURE

     Wachovia and Republic intend to defease the indenture relating to
Republic's outstanding debt securities. The indenture relates to the 10.35%
Senior Debentures Due 2002 of First Palm Beach Bancorp, Inc. and was assumed by
Republic in its merger with First Palm Beach.

     Under the terms of the indenture, Republic may defease the indenture if it
deposits with the indenture trustee an amount of money or U.S. Government
obligations that is sufficient to cover all future interest and principal
payments and fulfills other requirements. In the merger agreement, Republic has
agreed to use all reasonable efforts to cause the defeasance of the indenture,
but it will not be required to deposit the required funds unless Wachovia lends
the funds to Republic.

     In order to complete the defeasance of the indenture, the trustee must
receive an opinion of counsel as to the related tax effects. Republic and the
trustee have amended the indenture (in a manner not adverse to debt holders in
any material respect) in order to facilitate this opinion.

     It is not a condition of the merger that the indenture has been defeased.
However, it is a condition that no event or circumstance has occurred that would
prevent the defeasance and that legal counsel has delivered, or is prepared to
deliver, the necessary tax opinion.

CONDITIONS TO COMPLETION OF THE MERGER

     Republic's and Wachovia's obligations to complete the merger are both
subject to the satisfaction or written waiver of the following conditions:

     o    approval of the merger agreement and the related plan of merger by
          Republic's shareholders;

     o    receipt of the required regulatory approvals described below under
          "Regulatory Approvals" and expiration of all relevant waiting periods,
          generally without any conditions, restrictions or requirements that
          would have a material adverse effect on Wachovi or Republic;


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<PAGE>


     o    receipt of all other approvals and consents required for the merger,
          if the failure to receive the consent or approval is reasonably likely
          to have a material adverse effect on Wachovia or Republic, generally
          without any conditions, restrictions or requirements that would have a
          material adverse effect;

     o    absence of any action by any court or governmental or regulatory
          authority prohibiting the completion of the merger;

     o    continued effectiveness of the registration statement of which this
          proxy statement/prospectus is a part and no stop order by the SEC
          being issued or threatened;

     o    receipt of all approvals under state or federal securities laws
          necessary to complete the merger; and

     o    approval for listing on the NYSE of the shares of Wachovia common
          stock issuable in the merger.

     The obligations of Wachovia and its subsidiary to complete the merger are
also subject to the satisfaction or written waiver of the following other
conditions:

     o    continued accuracy of the representations and warranties of Republic
          in the merger agreement, subject to exceptions relating to
          materiality, and Wachovia's receipt of an officers' certificate to
          that effect;

     o    performance by Republic in all material respect of all of the
          obligations required to be performed by it pursuant to the merger
          agreement and Wachovia's receipt of an officers certificate to that
          effect;

     o    continued effectiveness of the employment agreement with Rudy E.
          Schupp and the director noncompetition agreements;

     o    receipt by Wachovia of an opinion of Sullivan & Cromwell as to tax
          matters related to the merger;

     o    no event or circumstance having occurred that would prevent the
          defeasance of the indenture for Republic's outstanding public debt
          securities and legal counsel having delivered, or being prepared to
          deliver, the legal opinion required for defeasance of the indenture;
          and

     o    Republic having delivered resolutions adopted by its board and its
          shareholders evidencing the taking of all action necessary to
          authorize the merger agreement and the merger.

     The obligation of Republic to complete the merger is also subject to the
satisfaction or written waiver of the following other conditions:

     o    continued accuracy of the representations and warranties of Wachovia
          in the merger agreement, subject to exceptions relating to
          materiality, and Republic's receipt of an officers' certificate to
          that effect;

     o    performance by Wachovia in all material respect of all of the
          obligations required to be performed by it pursuant to the merger
          agreement and Republic's receipt of an officers certificate to that
          effect;

     o    receipt by Republic of an opinion of Skadden, Arps, Slate, Meagher &
          Flom LLP as to tax matters related to the merger; and

     o    Wachovia having delivered resolutions adopted by its board evidencing
          the taking of all action necessary to authorize the merger agreement
          and the merger.

     We cannot predict if or when the conditions precedent to the merger can or
will be satisfied or waived by the appropriate party. However, as of the date of
this proxy statement/prospectus, neither Wachovia nor Republic has any reason to
believe that any of these conditions will not be satisfied.


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<PAGE>


REGULATORY APPROVALS

     Federal Reserve Board. The merger is subject to prior approval by the
Federal Reserve Board under Section 3 of the Bank Holding Company ("BHC") Act of
1956. The BHC Act requires the Federal Reserve Board, when considering a
transaction such as this merger, to take into consideration the financial and
managerial resources (including the competence, experience and integrity of the
officers, directors and principal shareholders) and future prospects of the
institutions and the convenience and needs of the communities to be served. In
addition, under the Community Reinvestment Act of 1977, as amended, the Federal
Reserve Board must take into account the record of performance of the acquiring
institution in meeting the credit needs of the entire community, including low-
and moderate-income neighborhoods, served by the institution.

     The BHC Act also prohibits the Federal Reserve Board from approving a
merger if it would result in a monopoly or be in furtherance of any combination
or conspiracy to monopolize or attempt to monopolize the business of banking in
any part of the United States, or if its effect in any section of the country
would be substantially to lessen competition or to tend to create a monopoly, or
if it would in any other manner result in a restraint of trade, unless the
Federal Reserve Board finds that the anticompetitive effects of the merger are
clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the communities to be
served.

     Pursuant to the BHC Act, the merger may not be consummated until 30 days
after Federal Reserve approval, during which time the United States Department
of Justice may challenge the merger on antitrust grounds. The commencement of an
antitrust action would stay the effectiveness of the Federal Reserve Board's
approval unless a court specifically ordered otherwise. With the approval of the
Federal Reserve Board and the concurrence of the Department of Justice, the
waiting period may be reduced to no less than 15 days. Wachovia and Republic
believe that the merger does not raise substantial antitrust or other
significant regulatory concerns and that they will be able to obtain all
requisite regulatory approvals on a timely basis without the imposition of any
condition that would have a material adverse effect on Wachovia or Republic.

     Florida Department Approval. The Florida Department of Banking and Finance
must approve the change of control of Republic Security Bank which would be
effected by the merger. Under Section 658.28 of the Florida Banking Code, the
Florida Department will issue a certificate of approval for a change of control
of a Florida state bank only after it has made an investigation and has
determined that the proposed new owner of a controlling interest is qualified by
reputation, character, experience and financial responsibility to control and
operate the bank in legal and proper manner and that the interest of the other
shareholders, if any, and the depositors and creditors of the bank and the
interest of the public generally will not be jeopardized by the proposed change
in ownership, controlling interest or management.

     In addition, under Section 658.295 of the Florida Banking Code, the Florida
Department will not permit the merger unless the bank has been in existence and
continuously operating, on the date of its acquisition, for more than three
years. Also, the Florida Department will not permit the merger if, upon
consummation of the transaction, Wachovia, including all of its insured
depository institutions that would be "affiliates," as defined in the BHC Act,
would control 30% or more of the total amount of deposits held by all insured
depository institutions in the State of Florida.

     Other Requisite Approvals and Consents. Approvals or notices are also
required from or to the NYSE and other self-regulatory organizations and may be
required from or to certain other regulatory agencies.

     Status of Regulatory Approvals.  Wachovia has filed applications with both
the Federal Reserve Board and the Florida Department for approval of the
merger.

     The merger cannot proceed in the absence of the requisite regulatory
approvals.  We do not know if or when all of these regulatory approvals will
be obtained. Also, these approvals may contain a condition, restriction or
requirement that causes these approvals to fail to satisfy the conditions for
the merger.


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AMENDMENT, WAIVER AND TERMINATION

     To the extent permitted by applicable law, the merger agreement may be
amended in a writing signed by each of the parties upon the approval of the
Board of Directors of each of the parties, whether before or after the merger
agreement has been approved by the Republic shareholders. The provisions of the
merger agreement relating to the manner in which shares of Republic stock will
be exchanged for Wachovia stock, however, may not be amended after the
shareholders' meeting without the requisite approval of the Republic
shareholders.

     Before the merger, Wachovia and Republic each has the right to waive the
performance of any term of the merger agreement, to waive or extend the time for
the compliance or fulfillment by the other party of any of its obligations under
the merger agreement, and to waive any of the conditions to the completion of
the merger, except any condition which, if not satisfied, would result in the
violation of any law. Once the merger is completed, any unfulfilled conditions
will be deemed to have been waived at the effective time of the merger.

     The merger agreement may be terminated at any time before the merger by the
agreement of Republic and Wachovia. In addition, the merger agreement may be
terminated by either Wachovia or Republic if:

     o    the other party materially breaches a representation, warranty,
          covenant or other agreement contained in the merger agreement,
          provided that such party is not itself in material breach of the
          merger agreement, and the breach cannot be or has not been cured
          within 30 days after notice to the breaching party of such breach;

     o    the merger is not completed by June 30, 2001;

     o    a governmental or regulatory authority denies a necessary approval for
          completion of the merger by final nonappealable action; or

     o    the Republic shareholders fail to approve the merger agreement.

     In addition, Wachovia may terminate the merger agreement if Republic's
board of directors fails to make, withdraws, or adversely modifies or changes
its recommendation to approve the merger agreement.

TERMINATION FEE AGREEMENT

     As an inducement to Wachovia's entering into the merger agreement, Republic
and Wachovia entered into a termination fee agreement, dated as of October 29,
2000. The following description of the termination fee agreement is qualified in
its entirety by reference to the text of the termination fee agreement. For a
more complete description, we urge you to read carefully the termination fee
agreement, which is attached as Appendix B to this proxy statement/prospectus.

     Under the termination fee agreement, Republic is required to pay Wachovia a
cash fee of $15 million if:

     o    the merger agreement is terminated either:

          o    by Wachovia because of a material breach by Republic; or

          o    by either party for any reason permitted in the merger agreement
               and, prior to or concurrently with such termination, a "first
               trigger event", as defined below, has occurred and

     o    prior to, at the same time or within 12 months after such termination,
          an "acquisition event", as defined below, occurs.

     Under the termination fee agreement, "first trigger event means:


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<PAGE>


     o    Republic's board fails to make, withdraws or adversely modifies its
          recommendation that Republic's shareholders approve the merger
          agreement;

     o    Republic or any significant subsidiary enters into an agreement with
          respect to or authorizes or approves any "acquisition proposal";

     o    the merger agreement is not approved by Republic's shareholders and,
          prior to the vote, any other person has made, or disclosed an
          intention to make, an "acquisition proposal";

     o    any person or group has acquired beneficial ownership of 10% or more
          of Republic's voting securities;

     o    any person makes an "acquisition proposal" and Republic breaches any
          covenant or agreement in the merger agreement; or

     o    any person other than Wachovia makes an "acquisition proposal" and
          such proposal is publicly announced.

     Under the termination fee agreement, "acquisition proposal" means any
publicly announced proposal, regulatory application or notice, agreement or
disclosure of an intention to make a proposal with respect to any of the
following transactions by Republic or its subsidiaries with any person other
than Wachovia:

     o    merger or consolidation;

     o    purchase, lease or other acquisition of substantially all of the
          assets or deposits; or

     o    purchase of 10% or more of the voting power.

     Under the termination fee agreement, "acquisition event" means:

     o    the execution by Republic of a definitive agreement that provides for
          any of the transactions described above under the definition of
          "acquisition proposal", except that the purchase of 30% or more of the
          voting power will be an "acquisition event", rather than 10% or more
          as under the definition of "acquisition proposal".

     o    the acquisition by any person or group of beneficial ownership, or the
          right to acquire beneficial ownership, of 30% or more of the
          outstanding voting shares of Republic.

     As of the date of this proxy statement/prospectus, neither Republic nor
Wachovia are aware of any "first trigger event" or "acquisition event" having
occurred.

     The termination fee agreement is intended to increase the likelihood that
the merger will be completed and to compensate Wachovia for its efforts and any
related expenses, losses and opportunity costs if the merger is not completed
and Republic enters into an alternative transaction. The termination fee
agreement may discourage competing offers for Republic, even if someone may have
been prepared to pay more to Republic shareholders than the market price of the
Wachovia common stock to be received by Republic shareholders in the merger.

     If the Republic shareholders do not approve the merger agreement, either
Republic or Wachovia may terminate the agreement. At that time, Wachovia's
potential right to a termination fee will expire unless a "first trigger event"
occurs before the termination. If a first trigger event has occurred, or if
Wachovia was to terminate the merger agreement because of a breach by Republic,
Wachovia would be entitled to a termination fee if an "acquisition event" occurs
within 12 months of termination.


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<PAGE>


CONDUCT OF BUSINESS PENDING THE MERGER

     The following is a summary of the agreements Republic and Wachovia have
made regarding actions before the merger.

     Republic.  Republic has agreed that it and its subsidiaries will:

     o    operate their businesses in the ordinary course;

     o    preserve intact their business organization and assets and maintain
          their rights and franchises; and

     o    use their reasonable efforts to maintain current employee
          relationships.

In addition, Republic has agreed that it and its subsidiaries will not:

     o    issue any additional shares of its stock or any rights for its stock,
          except pursuant to the merger agreement or pre-existing rights;

     o    repurchase, redeem or otherwise acquire any shares of its stock or
          make any distributions with respect to its stock. Republic is
          permitted, however, to make quarterly cash dividends on Republic
          common stock in an amount not to exceed $0.06 per share and wholly
          owned subsidiaries of Republic may also pay dividends. After December
          31, 2000, Republic is required to cause its regular dividend record
          dates and payment dates (except for the payment date in the first
          quarter of 2001) to be the same as Wachovia's;

     o    adjust, split or reclassify any of its capital stock, or sell,
          encumber or otherwise transfer any capital stock of its subsidiaries,
          or any asset or deposit other than in the ordinary course of business;

     o    enter into, amend or renew any employment related agreements, grant
          any salary or wage increase or increase any employee benefits except
          for normal increases in the ordinary course of business, as previously
          disclosed to or agreed with Wachovia, or grants to newly hired
          employees consistent with past practice or as required by law;

     o    enter into, adopt or amend any employee benefit plan or take any
          action to accelerate the vesting or exerciseability of any benefits
          payable under any employee benefit plan, except as may be required by
          law, as may be necessary or advisable to maintain the tax qualified
          status of the plan, or as previously disclosed by Republic;

     o    except for purchases of U.S. Treasury or U.S. Government agency
          securities with maturities of three years or less, purchase or invest
          in any material amount of securities or make any material investment
          in any other person or entity;

     o    amend Republic's articles of incorporation, Republic's by-laws or the
          articles of incorporation, by-laws or similar governing documents of
          any of Republic's subsidiaries;

     o    make any change in its accounting principles, practices or methods,
          other than as may be required by generally accepted accounting
          principles or applicable regulatory requirements;

     o    enter into, terminate or amend any material contract, or waive,
          release or assign any material rights, except in the ordinary course
          of business;

     o    commence any claim, proceeding or litigation, except as necessary for
          the operation of its business or as Republic deems necessary to
          enforce its rights under the merger agreement, or settle any claim,
          proceeding or litigation, except for those that solely involve an
          immaterial amount of money damages or that do not involve or create
          precedent for claims, actions or proceedings that are reasonably
          likely to be material;


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<PAGE>


     o    except as required by law, change materially its interest rate and
          other risk management policies, procedures or practices or fail to
          follow its existing policies or practices on managing its exposure to
          interest rate and other risk, or fail to use commercially reasonable
          means to avoid any material increase in its aggregate exposure to
          interest rate risk;

     o    borrow money or incur indebtedness in excess of an aggregate of
          $500,000, other than in the ordinary course of business consistent
          with past practices;

     o    make or change any material tax-related practice other than in the
          ordinary course of business or as required to conform to changes in
          the tax laws;

     o    knowingly take any action that is intended or is reasonably likely to
          result in any of its representations and warranties set forth in the
          merger agreement being or becoming untrue in any material respect, any
          of the conditions to the merger not being satisfied, a material
          violation of any provision of the merger agreement, or a delay in the
          effective time beyond June 30, 2001, except, in each case, as may be
          required by law; or

     o    agree or commit to do any of the foregoing.

     Republic has also agreed that it will not, nor ask anyone to, initiate or
solicit any inquiries or any offer relating to a merger, consolidation or
similar transaction involving Republic or Republic Security Bank or any other
subsidiary of Republic. In addition, Republic will not negotiate or provide any
confidential information or data to, or have any discussions with, any person
relating to an inquiry or offer of this type, except if Republic's board
determines, consistent with its fiduciary duties, that the inquiry or offer
would be likely to result in a proposal more favorable to Republic shareholders
and that is reasonably capable of being completed. Prior to providing
confidential information, Republic agrees to execute a confidentiality agreement
with the other party. Republic has also agreed to promptly advise Wachovia
following the receipt by Republic of any inquiry or offer of this type and to
immediately advise Wachovia of the material terms and conditions relating to it.

     Wachovia.  Wachovia has agreed that it and its subsidiaries will not
knowingly take any action intended or reasonably likely to result in:

     o    any of its representations and warranties in the merger agreement
          being or becoming untrue in any material respect at or prior to the
          effective time;

     o    any of the conditions to the merger not being satisfied;

     o    a material violation of any provision of the merger agreement; or

     o    a delay in the effective time beyond June 30, 2001.

     Wachovia regularly evaluates acquisition opportunities and conducts due
diligence activities in connection with possible acquisitions. As a result,
acquisition discussions and, in some cases, negotiations may take place and
future acquisitions involving cash, debt or equity securities may occur.
Acquisitions typically involve the payment of a premium over book value and,
therefore, some dilution of Wachovia's book value and net income per share may
occur in connection with any future transactions.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

     Wachovia's wholly owned subsidiary will be the surviving corporation
resulting from the merger. It will continue to be governed by the laws of the
State of North Carolina and will operate in accordance with its articles of
incorporation and by-laws as in effect immediately prior to the effective time
until otherwise amended or repealed.


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<PAGE>


     The directors and officers of Wachovia's wholly owned subsidiary before the
merger will continue to be the directors and officers of the surviving
corporation after the merger, together with such additional persons as may
thereafter be elected.

EXPENSES AND FEES

     Each party generally will be responsible for all expenses incurred by it in
connection with the merger, except that Wachovia will pay the SEC filing fees in
connection with this proxy statement/prospectus and that Wachovia and Republic
will share equally the printing expenses in connection with this proxy
statement/prospectus.

ACCOUNTING TREATMENT

     Wachovia expects to account for the merger as a "purchase," as that term is
used under generally accepted accounting principles, for accounting and
financial reporting purposes. Under purchase accounting, the assets and
liabilities of Republic as of the effective time will be recorded at their
respective fair values and added to those of Wachovia. Any excess of the value
of Wachovia common stock issued for Republic common stock over the fair value of
Republic's net assets will be recognized as goodwill. Financial statements of
Wachovia issued after the effective time will reflect these values and will not
be restated retroactively to reflect the historical financial position or
results of operations of Republic.

RESALES OF WACHOVIA COMMON STOCK

     The shares of Wachovia common stock to be issued in the merger will be
freely transferable under the Securities Act of 1933. However, this will not be
the case for shares issued to any shareholder who may be deemed to be an
"affiliate" of Republic for purposes of Rule 145 under the Securities Act as of
the date of the special meeting. "Affiliates" generally include directors,
certain executive officers, and beneficial owners of 10% or more of any class of
capital stock. These affiliates may not sell their shares of Wachovia common
stock acquired in the merger except pursuant to an effective registration
statement under the securities law or other applicable securities law exemptions
from the registration requirements.

     This proxy statement/prospectus does not cover resales of Wachovia common
stock received by any person who may be deemed to be an affiliate of Republic.
Republic has agreed in the merger agreement to use its reasonable efforts to
cause each person who may be deemed to be an "affiliate" of Republic to execute
and deliver to Wachovia an affiliate agreement. As provided for in these
agreements, Republic's affiliates have agreed not to offer to sell, transfer or
otherwise dispose of any of the shares of Wachovia common stock distributed to
them pursuant to the merger except in compliance with Rule 145, or in a
transaction that is otherwise exempt from the registration requirements of, or
in an offering which is registered under, the Securities Act. Wachovia may place
restrictive legends on certificates representing Wachovia common stock issued to
all persons who are deemed to be "affiliates" of Republic under Rule 145.

DISSENTERS' APPRAISAL RIGHTS

     Appraisal rights are statutory rights that enable shareholders who object
to extraordinary transactions, such as mergers, to demand that the corporation
pay the fair value for their shares as determined by a court in a judicial
proceeding instead of receiving the consideration offered to shareholders in
connection with the extraordinary transaction. Appraisal rights are not
available in all circumstances and exceptions to such rights are set forth in
the laws of Florida with respect to the rights of Republic shareholders.

     Republic shareholders are not entitled to appraisal rights under Florida
law in connection with the merger because shares of Republic common stock are
listed on the Nasdaq National Market. Florida law states that shareholders of a
company whose stock is listed on a national securities exchange or designated as
a national market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc. are not entitled to appraisal
rights.


                                       40


<PAGE>


SHAREHOLDER LITIGATION

     On November 1, 2000, George Apelian ("Plaintiff") filed a class action
complaint against Republic and the members of Republic's board of directors (and
one former director) in the Fifteenth Judicial Circuit in and for Palm Beach
County, Florida. Plaintiff alleges that, among other things, the defendants have
breached their fiduciary duties in connection with the merger and that the
consideration to be paid by Wachovia in the merger is inadequate. Plaintiff
seeks to prevent the completion of the merger and to recover damages. Republic
believes the claims are entirely without merit and intends to defend against
them vigorously.

                      DESCRIPTION OF WACHOVIA CAPITAL STOCK

     The descriptive information below outlines certain provisions of Wachovia's
articles of incorporation and by-laws and the North Carolina Business
Corporation Act. The information is not complete and is qualified by the more
detailed provisions of Wachovia's articles of incorporation and by-laws, which
are incorporated by reference as exhibits to this document, and the North
Carolina Business Corporation Act. See "Where You Can Find More Information" on
page 53 for information on how to obtain copies of these incorporated documents.

AUTHORIZED STOCK

     Wachovia's articles of incorporation authorize 1,000,000,000 shares of
Wachovia common stock and 50,000,000 shares of preferred stock. As of September
30, 2000, there were 203,463,756 shares of Wachovia common stock outstanding and
no shares of Wachovia preferred stock outstanding. In addition, at September 30,
2000, 31,674,606 shares of Wachovia common stock were reserved for issuance upon
conversion of notes, exercise of stock options and awards and under Wachovia's
dividend reinvestment plan.

PREFERRED STOCK

     The Wachovia board is authorized to fix the preferences, limitations and
relative rights of any Wachovia preferred stock and may cause Wachovia to issue
any preferred stock without the approval of the holders of Wachovia common
stock. The board may also establish one or more series of Wachovia preferred
stock and determine the variations between series. Holders of Wachovia preferred
stock may have greater rights than holders of Wachovia common stock. For
example, holders of Wachovia preferred stock may receive dividends first and may
also receive assets of Wachovia ahead of common stock holders in a liquidation
of Wachovia. Wachovia preferred shareholders may also rank ahead of common
shareholders if the capital stock of Wachovia is redeemed.

COMMON STOCK

     Dividends. The holders of Wachovia common stock are entitled to their
proportionate share of dividends declared by the Wachovia board from funds
legally available for paying dividends.

     Voting Rights.  Each holder of Wachovia common stock has one vote for each
share held on matters presented for consideration by the shareholders.

     Classification of Board of Directors. The Wachovia board is divided into
three classes, each serving three-year terms, so that approximately one-third of
the directors of Wachovia are elected at each annual meeting of the shareholders
of Wachovia. Classification of the Wachovia board has the effect of decreasing
the number of directors that could be elected in a single year by any person who
seeks to elect its designees to a majority of the seats on the Wachovia board
and could impede a change in control of Wachovia.

     Preemptive Rights.  The holders of Wachovia common stock have no
preemptive rights to acquire any additional shares of Wachovia common stock.


                                       41


<PAGE>


     Issuance of Stock. Wachovia's articles of incorporation authorize the
Wachovia board to issue authorized shares of Wachovia common stock and Wachovia
preferred stock and any other securities without shareholder approval. However,
Wachovia common stock is listed on the NYSE, which requires shareholder approval
of the issuance of additional shares of Wachovia common stock in some
circumstances.

     Liquidation Rights. In the event of voluntary or involuntary liquidation,
dissolution or winding-up of Wachovia, the holders of Wachovia common stock will
be entitled to their proportionate share of its assets or funds that are
available for distribution to its shareholders after the satisfaction of its
liabilities and after preferences given to any outstanding Wachovia preferred
stock.

ANTI-TAKEOVER PROVISIONS

     Some provisions of Wachovia's articles of incorporation and by-laws may
have the effect of preventing, discouraging or delaying any change in control of
Wachovia. The authority of the Wachovia board to issue Wachovia preferred stock
may enable the Wachovia board to prevent a change in control despite a shift in
ownership of the Wachovia common stock. In addition, the Wachovia board's power
to issue additional shares of Wachovia common stock may help delay or deter a
change in control by increasing the number of shares needed to gain control.
Moreover, the classification of the Wachovia board would delay the ability of a
dissatisfied shareholder or anyone who obtains a controlling interest in the
Wachovia common stock to elect its designees to a majority of the seats on the
Wachovia board. The following provisions also may deter any change in control of
Wachovia.

     Fair Price Provisions. The fair price provisions of Wachovia's articles of
incorporation limit the ability of an interested shareholder to enter into
certain transactions involving Wachovia. An "interested shareholder" is defined
in Wachovia's articles to mean a shareholder who directly or indirectly
beneficially owns, alone or with associates or affiliates, more than 10% of the
outstanding voting shares of Wachovia or a subsidiary of Wachovia, and, subject
to certain limits, certain assignees of, or successors to, the stock once held
by an interested shareholder. The transactions limited by the fair price
provisions are referred to below collectively as a "business combination." They
include:

     o    any merger with or consolidation into an interested shareholder or an
          affiliate of an interested shareholder;

     o    any sale or other disposition of $25 million or more in assets to an
          interested shareholder or an associate or affiliate of an interested
          shareholder;

     o    any issuance or transfer to any interested shareholder, or an
          associate or affiliate of an interested shareholder, of equity
          securities of Wachovia or a subsidiary having a fair market value of
          $10 million or more; or

     o    any recapitalization or reclassification of Wachovia securities or
          similar transaction increasing the percentage of outstanding shares
          owned by an interested shareholder or an associate or affiliate or any
          proposal for liquidation or dissolution of Wachovia.

     Under the fair price provisions, a business combination must either (1) be
approved by the holders of at least 66 2/3% of the outstanding voting shares of
Wachovia and the holders of at least a majority of the outstanding shares of
Wachovia common stock not owned by the interested shareholder or (2) comply with
either the continuing director approval requirements described in this paragraph
or the price requirements described in the following paragraph, in which case a
business combination must be approved by the affirmative vote of a majority of
the outstanding voting shares of Wachovia entitled to vote thereon. Under the
continuing director requirement, the business combination must be approved by
66 2/3% of the "continuing directors," which consist of (1) directors elected by
shareholders of Wachovia prior to the interested shareholder's acquisition of
more than 10% of the voting securities and (2) any directors recommended to join
the Wachovia board by a majority of the directors mentioned in clause (1). These
approval provisions are less stringent than those contained in the North
Carolina Shareholder Protection Act, which is not applicable to Wachovia (see
"-- Anti-takeover Legislation" on page 44),


                                       42


<PAGE>

but are more stringent than the standard North Carolina law provisions, which
would apply in the absence of the fair price provisions.

     Under the price requirements of the fair price provisions, the price per
share paid in a business combination must be at least equal to the greater of:

     o    the fair market value per share of Wachovia common stock on the date
          of the first public announcement of the proposed business combination
          or on the date on which the interested shareholder became an
          interested shareholder, whichever is higher, multiplied by the ratio
          of:

          o    the highest per share price paid by the interested shareholder
               for any shares of Wachovia common stock acquired by it during the
               two-year period immediately prior to the first public
               announcement date; to

          o    the fair market value per share of Wachovia common stock on the
               first day during such two-year period on which the interested
               shareholder acquired any shares of Wachovia common stock; and

     o    the highest per share price paid by such interested shareholder in
          acquiring any shares of Wachovia common stock.

         In addition, the consideration paid for Wachovia common stock in a
business combination must be either cash or the same form of consideration paid
by the interested shareholder to acquire its shares of Wachovia common stock.
Moreover, the interested shareholder must not:

     o    have, directly or indirectly, acquired, after having become an
          interested shareholder, additional shares of newly issued Wachovia
          capital stock from Wachovia, other than upon conversion of convertible
          securities, a pro rata stock dividend or stock split or pursuant to
          the fair price provisions;

     o    have received the benefit, directly or indirectly, of financial
          assistance from Wachovia; or

     o    have made any major changes in Wachovia's business or equity capital
          structure.

         The fair price provisions are designed to discourage attempts to take
over Wachovia in non-negotiated transactions utilizing two-tier pricing tactics,
which typically involve the accumulation of a substantial block of the target
corporation's stock followed by a merger or other reorganization of the acquired
company on terms determined by the purchaser. In these two-step takeover
attempts, the purchaser generally pays cash to acquire a controlling interest in
a company and acquires the remaining equity interest by paying the remaining
shareholders a price lower than that paid to acquire the controlling interest,
often utilizing non-cash consideration.

         Federal and state securities laws and regulations require that
disclosure be made to shareholders of the terms of such a transaction. However,
the financial terms will not necessarily be fair to shareholders and the
shareholders may not be able to effectively prevent consummation of the
transaction. The fair price provisions are intended to address some of the
effects of these gaps in federal and state law and to prevent some of the
potential inequities of two-step takeover attempts by encouraging negotiations
with Wachovia. While the terms of a non-negotiated takeover could be fair to
Wachovia shareholders, negotiated transactions may result in more favorable
terms to Wachovia's shareholders because of factors such as timing of the
transaction, tax effects on the shareholders, and the fact that the nature and
amount of the consideration paid to all shareholders will be negotiated by the
parties at arm's length rather than dictated by the purchaser.

         The fair price provisions are designed to protect those shareholders
who have not tendered or otherwise sold their shares to an interested
shareholder in the initial step of an unwanted takeover attempt. Indeed, they
assure that at least the same price and form of consideration are paid to these
shareholders as were paid in the initial step of the acquisition.


                                       43


<PAGE>


         The fair price provisions generally may discourage attempts to obtain
control of Wachovia given the difficulties of complying with their requirements.
As a result, holders of Wachovia common stock may be deprived of an opportunity
to sell their shares at a premium above the market price. In addition, the fair
price provisions would give veto power to the holders of a minority of the
shares of Wachovia common stock with respect to a business combination which is
opposed by more than 33 1/3% of the continuing directors but which a majority of
shareholders may believe to be desirable and beneficial. Moreover, the minimum
price provisions of the fair price provisions could be arbitrary and not
indicative of value although they provide objective pricing criteria in a
business combination not receiving the supermajority approval required of
shareholders or of continuing directors.

         Removal of Directors. A director of Wachovia may be removed only for
cause and only by the affirmative vote of the holders of 66 2/3% of the
outstanding voting shares and a majority of the voting shares not held by
interested shareholders.

         Amendment of Wachovia Articles. Except in specified circumstances, the
provisions of the Wachovia articles of incorporation concerning (1) their
amendment, (2) the duration of the corporation, (3) the authorized capital
stock, (4) the number, classification, election and removal of directors, (5)
the absence of pre-emptive rights for shareholders and (6) the approval of
business combinations may be amended only by the affirmative vote of the holders
of 66 2/3% of the outstanding voting shares and a majority of the outstanding
voting shares not held by interested shareholders.

         Anti-takeover Legislation. The North Carolina Control Share Acquisition
Act precludes an acquiror of the shares of a North Carolina corporation who
crosses one of three voting thresholds (20%, 33 1/3% or 50%) from obtaining
voting control of the shares, under certain circumstances, unless a majority in
interest of the disinterested shareholders of the corporation votes to give
voting power to those shares.

         The corporation's shareholders, other than holders of control shares,
may cause the corporation to redeem their shares under the North Carolina
Control Share Acquisition Act in the event control shares are accorded voting
rights and, as a consequence, the holders of the control shares have a majority
of all voting power for the election of directors. The right of redemption is
subject to limitations on corporate distributions to shareholders and any
contrary provision in the corporation's articles of incorporation or by-laws
adopted by the shareholders prior to the occurrence of a control share
acquisition. Wachovia's articles of incorporation and by-laws do not limit the
ability of shareholders to cause Wachovia to redeem their shares under the
circumstances described above.

         Control Acquisitions. The federal Change in Bank Control Act of 1978
prohibits a person or group of persons from acquiring "control" of a bank
holding company unless the Federal Reserve Board receives 60 days' prior written
notice of the proposed acquisition and the Federal Reserve Board has not issued
within that time period a notice disapproving the proposed acquisition or
extending for up to another 30 days the period during which such a disapproval
may be issued. An acquisition may be made prior to the expiration of the
disapproval period if the Federal Reserve Board issues written notice of its
intent not to disapprove the action. The Federal Reserve Board presumes that the
acquisition of more than 10% of a class of voting stock of a bank holding
company with a class of securities registered under Section 12 of the Exchange
Act constitutes the acquisition of control. This presumption can, under certain
circumstances, be challenged.

         In addition, federal banking law requires any company to obtain the
approval of the Federal Reserve Board before acquiring 25%, or 5% in the case of
an acquiror that is a bank holding company, or more of the outstanding shares of
Wachovia common stock, or such lesser number of shares that may constitute
control over Wachovia.


                                       44



<PAGE>

           CERTAIN DIFFERENCES IN THE RIGHTS OF WACHOVIA SHAREHOLDERS
                            AND REPUBLIC SHAREHOLDERS

   You will automatically become a Wachovia shareholder at the effective time
of the merger. After the merger, your rights as a Wachovia shareholder will be
determined by Wachovia's articles of incorporation, Wachovia's by-laws and North
Carolina law. The following is a summary of the material differences in the
rights of shareholders of Wachovia and Republic. This summary is general
and is not a complete discussion of, and is qualified by, the more detailed
provisions of Florida law, North Carolina law, Republic's articles of
incorporation, Wachovia's articles of incorporation and the by-laws of each
corporation.

AUTHORIZED CAPITAL

     Wachovia. Wachovia is authorized to issue 1,000,000,000 shares of common
stock with par value of $5 per share and 50,000,000 shares of Preferred Stock
with par value of $5 per share. As of September 30, 2000, 203,463,756 shares of
Wachovia common stock were issued and outstanding and no shares of Wachovia
preferred stock were issued.

     Republic. Republic is authorized to issue 500,000,000 shares of common
stock with par value of $0.01 per share and 20,000,000 shares of preferred stock
with par value $0.01 per share. The preferred stock consists of 5,000,000 shares
of Series B Junior Participating Preferred Stock, none of which is currently
outstanding, and 15,000,000 shares authorized for designation into series. As of
the record date, 48,782,021 shares of Republic common stock were issued and
outstanding.

AMENDMENT OF ARTICLES OF INCORPORATION

     Wachovia. The affirmative vote of at least 66 2/3% of outstanding voting
shares of Wachovia, including a majority of the shares held by a person other
than an interested shareholder, is required under Wachovia's articles of
incorporation to amend or repeal provisions of the articles of incorporation
that relate to (1) the duration of the corporation, (2) the authorized capital
stock, (3) the number, classification, election and removal of directors, (4)
preemptive rights of shareholders, (5) business combinations and (6) amendment
of Wachovia's articles of incorporation.

     However, the affirmative vote of the holders of at least a majority of the
voting shares is sufficient to approve any amendment of this kind if (1) there
is no interested shareholder and the amendment is approved by a majority of the
Wachovia board of directors or (2) an interested shareholder exists, but the
amendment is approved by at least 66 2/3% of the continuing directors. For the
definition of an "interested shareholder" and a "continuing director", see
"Description of Wachovia Capital Stock -- Anti-Takeover Provisions" on page 42.

     Republic. Republic's articles of incorporation state that the articles may
not be amended unless the Republic Board of Directors first adopts a resolution
setting forth the proposed amendment and directs that such proposed amendment be
submitted to a vote at a meeting of shareholders. At such meeting, the proposed
amendment will generally be adopted upon receiving a majority of the votes
entitled to be cast that are represented at the meeting and entitled to vote on
such amendment. The affirmative vote of not less than 80% of the votes entitled
to be cast by the holders of Republic common stock is required to amend the
provisions of the articles dealing with shareholder meetings and amendments to
the articles of incorporation.

NOTICE OF MEETINGS OF SHAREHOLDERS

     Wachovia.  The Wachovia by-laws provide that Wachovia must notify the
shareholders between 10 and 60 days before any annual or special meeting of
the date, time and place of the meeting.  Wachovia must briefly describe the
purpose or purposes of a special or substitute annual meeting or any meeting
where required to do so by law.


                                       45


<PAGE>


     Republic. The Republic by-laws provide that Republic must notify the
shareholders between 10 and 60 days before any annual or special meeting of the
date, time and place of the meeting, and, for special meetings, the purpose for
which the meeting is called.

SPECIAL MEETINGS OF SHAREHOLDERS

     Wachovia.  A special meeting of the shareholders of Wachovia may be called
only by its chief executive officer or by the Wachovia board of directors.
Shareholders have no power to call a special meeting of shareholders.

     Republic. Special meetings of the shareholders may only be called by the
Republic board of directors. Shareholders have no power to call a special
meeting of shareholders. Florida law provides that special meetings of
shareholders can be called at the request of the holders of at least 10% of all
votes entitled to be cast on any issue, unless a greater percentage, not to
exceed 50%, is required by the corporation's articles of incorporation.

RECORD DATE

     Wachovia. The board of directors or the chief executive officer may fix a
record date in order to determine who the shareholders of the corporation are
for purposes of determining such things as the receipt of dividends or voting
rights. This record date must not be more than 70 days before a meeting or
action requiring a determination of shareholders.

     Republic. The board of directors may fix a record date in order to
determine who the shareholders of the corporation are for purposes of
determining such things as the receipt of dividends or voting rights. This
record date must not be more than 70 days and, in the case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.

NUMBER OF DIRECTORS; CLASSIFIED BOARD OF DIRECTORS

     Wachovia. The number of directors must be between 9 and 25 under Wachovia's
by-laws. The exact number of directors is set by resolution of the Wachovia
board of directors. The Wachovia board of directors must be divided into three
classes to serve staggered three-year terms under Wachovia's by-laws. Only
approximately one-third of the members of the Wachovia board of directors are
elected each year since Wachovia has a classified board; consequently, two
annual meetings are required for Wachovia's shareholders to change a majority of
the members of the Wachovia board of directors.

     Republic. Under Republic's by-laws, the board of directors consists of 13
directors. Directors are divided into three classes, of as equal size as
possible and serving a term of three years. As the case with Wachovia, only
approximately one-third of the members of the Republic board of directors are
elected each year; consequently, two annual meetings are required for Republic's
shareholders to change a majority of the members of the Republic board of
directors.

REMOVAL OF DIRECTORS

     Wachovia. A director of Wachovia may be removed only for cause and only by
the affirmative vote of the holders of 66 2/3% of the outstanding voting shares,
including a majority of the voting shares not held by an interested shareholder.

     Republic. A director of Republic may be removed only for cause and only by
the affirmative vote of at least 80% of the votes entitled to be cast by the
holders of Republic common stock.


                                       46



<PAGE>


SHAREHOLDER PROPOSALS; ADVANCE NOTICE OF DIRECTOR NOMINATIONS

     Wachovia. Business conducted at meetings of shareholders is limited to
business that is properly submitted to the meeting under Wachovia's by-laws.
Matters are properly submitted by the board of directors, or by any other holder
of voting securities of the corporation who is entitled to vote at the meeting
and who complies with the notice requirements of applicable law, or those
requirements outlined in Wachovia's articles of incorporation or by-laws. Under
the by-laws, director nominations by the Wachovia board must include the chief
executive officer and the chairman, if the chief executive officer is not the
chairman and the nominee is not a director or his or her term as a director is
set to expire. Director nominations may also be made by shareholders. All
shareholder proposals must be made in writing and delivered or mailed to the
Secretary of Wachovia between 90 and 120 days before any meeting of
shareholders; however, if less than 100 days' notice of the meeting is given to
shareholders, the notification must be mailed or delivered no later than the
close of business 10 days after notice of the meeting was mailed.

     Republic. Business conducted at meetings of shareholders is limited to the
election of directors and other business specified by the board or properly
brought before the meeting. The Republic by-laws provide that for business to be
properly brought before the annual meeting, all shareholder proposals must be in
writing and delivered or mailed to the Secretary of Republic between 60 and 90
days prior to the anniversary of the preceding year's annual meeting; however,
if the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the shareholder must be delivered not later
than the later of the 60th day prior to the annual meeting or the 10th day
following the day on which the public announcement of the date of the meeting is
first made by Republic, and no earlier than the close of business on the 90th
day prior to the annual meeting. All director nominations made by a shareholder
must be in writing and delivered or mailed to the Secretary of Republic between
30 and 60 days prior to the annual meeting of shareholders at which directors
are to be elected; however, if less than 30 days notice of the annual meeting
is given to the shareholders, the nomination must be delivered or mailed to the
Secretary not later than the close of the seventh day following the day on which
notice of the annual meeting was mailed to shareholders.

ANTI-TAKEOVER PROVISIONS; RESTRICTIONS ON CERTAIN BUSINESS COMBINATIONS

     Wachovia.  Wachovia's articles of incorporation have restrictions that
discourage attempts to acquire control of Wachovia in non-negotiated
transactions through the use of two-tier pricing tactics.  The fair price
provisions of the articles of incorporation are described under "Description
of Wachovia Capital Stock -- Anti-Takeover Provisions -- Fair Price Provisions"
on page 42.

     For a description of the North Carolina Control Share Acquisition Act, see
"Description of Wachovia Common Stock -- Anti-takeover Provisions -- Anti-
Takeover Legislation" on page 44.

     Republic. Republic's articles of incorporation provide that if the board of
directors determines that an acquisition offer should be rejected, it may take
any lawful action to accomplish its purpose including, but not limited to,
advising shareholders not to accept the offer, litigation against the bidder,
filing complaints with all governmental and regulatory authorities, acquiring
its securities, selling or otherwise issuing authorized but unissued securities
or treasury stock or granting options with respect thereto, acquiring a company
to create an antitrust or other regulatory problem for the offeror, or obtaining
a more favorable offer from another entity.

     The Florida control-share acquisition statute provides that when a
purchaser of shares of a public corporation crosses one of three voting
thresholds with respect to the election of directors (20%, 33%, or 50%) such
shares have the same voting rights as were accorded the shares before the
control-share acquisition only to the extent granted by resolution approved by
the shareholders of the issuing public corporation. The resolution must be
approved by each class or series entitled to vote separately on the proposal by
a majority of all the votes entitled to be cast by the class or series and by
each class or series entitled to vote separately on the proposal by a majority
of all the votes entitled to be cast by that group, excluding all interested
shares.


                                       47

<PAGE>


     If authorized in a corporation's articles of incorporation or bylaws before
a control-share acquisition has occurred, control shares acquired in a
control-share acquisition with respect to which no acquiring person statement
has been filed with the issuing public corporation may, at any time during the
period ending 60 days after the last acquisition of control shares by the
acquiring person, be subject to redemption by the corporation at the fair value
thereof pursuant to the procedures adopted by the corporation. Control shares
acquired in a control-share acquisition are not subject to redemption after an
acquiring person statement has been filed unless the shares are not accorded
full voting rights by the shareholders.

SHAREHOLDER RIGHTS AGREEMENT

     Wachovia.  Wachovia does not have a shareholder rights plan.

     Republic. Republic is party to a shareholder rights agreement with The Bank
of New York, which succeeded IBJ Schroder Bank & Trust Company, as rights agent.
Pursuant to this agreement, on April 14, 1995, Republic's board of directors
declared a dividend granting shareholders one right for each outstanding common
share of Republic. On October 27, 2000, Republic's board approved an amendment
to the rights agreement. The amendment, dated October 29, 2000, ensures that the
shareholder rights agreement does not apply to the transactions contemplated by
the merger agreement. In addition, the amendment provides that the shareholder
rights agreement will terminate when the merger is completed.

     The rights agreement has the effect of deterring potential acquirors,
other than Wachovia, from acquiring control of Republic.  If Republic,
however, were to terminate the merger agreement in order to accept an
unsolicited takeover proposal from a third party as permitted under the merger
agreement, Republic could further amend its rights agreement to exempt from its
effects the new transaction. See "The Merger Agreement and Related Agreements --
The Merger Agreement -- Conduct of Business Pending the Merger" on page 38.

     For a more complete description of the shareholder rights agreement, as
amended, see Republic's Form 8-A filed with the Securities and Exchange
Commission on April 23, 1995, and Form 8-A/A filed on December 21, 2000,
incorporated by reference in this proxy statement/prospectus. See "Where You Can
Find More Information" on page 53.

LIMITATION ON DIRECTOR LIABILITY; INDEMNIFICATION

     Wachovia. Wachovia's articles of incorporation provide that, to the full
extent permitted by law, a director of Wachovia will have no personal liability
to Wachovia or its shareholders for monetary damages for breach of his or her
duty as a director, whether such action is brought by, or on behalf of, Wachovia
or otherwise. North Carolina law generally provides for limitation on directors'
liability. However, no provision limiting director liability shall be effective
with respect to:

     o    acts or omissions that the director at the time of the breach knew or
          believed were clearly in conflict with the best interests of the
          corporation;

     o    any liability for unlawful distributions;

     o    any transaction from which the director derived an improper personal
          benefit; or

     o    acts or omissions occurring prior to the date the provisions became
          effective.

     Wachovia's by-laws provide for indemnification of any liability of
directors, officers, employees or agents of Wachovia or any wholly-owned
subsidiary of Wachovia.

     Indemnification payments for liabilities and litigation expenses may be
made only following a determination that the activities of the person to be
indemnified were at the time taken not known or believed by the person to be
indemnified to be clearly in conflict with the best interest of Wachovia. This
determination will be made: (1) by a

                                       48

<PAGE>


majority of disinterested directors (if there are at least two such directors);
(2) if there are not two such directors or if a majority of the disinterested
directors so directs, by independent legal counsel in a written opinion; (3) by
a majority of the shareholders; or (4) in accordance with any reasonable
procedures prescribed by the Wachovia board of directors prior to the assertion
of the claim for which indemnification is sought. If the person to be
indemnified is an officer or an employee of Wachovia, the determination may be
made by the chief executive officer or a designee of the chief executive
officer.

     Republic. Republic's by-laws provide that any person who is or was serving
at the request of the corporation as a director, officer, employee, or agent
will be indemnified against expenses, judgments, fines and amounts paid in
settlement (to the extent permitted by law), including any appeals thereof,
but if found liable, he or she will only be indemnified if the court in which
such proceeding was brought determines that such person is fairly and reasonably
entitled to indemnification. Indemnification will be authorized if such person
acted in good faith and in a manner he or she believed to be in the best
interests of the corporation. With regard to expenses, such person will be
indemnified for expenses actually and reasonably incurred to the extent that he
or she has been successful on the merits or otherwise. No indemnification
provided by the by-laws will be in addition to the indemnification rights
provided by the Florida Business Corporation Act and will not be deemed
exclusive of any other rights to seek indemnification. In any event, Florida law
generally provides that a director is not personally liable for monetary damages
to the corporation or any other person for any statement, vote, decision or
failure to act regarding corporate management or policy, unless: (1) the
director breached or failed to perform his duties as a director and (2) the
director's breach of or failure to perform those duties constitutes:

     o    a violation of the criminal law, unless the director had reasonable
          cause to believe his conduct was lawful or had no reasonable cause to
          believe his conduct was unlawful;

     o    a transaction from which the director derived a improper personal
          benefit;

     o    an unlawful distribution;

     o    conscious disregard for the best interest of the corporation or
          willful misconduct; or

     o    recklessness or an act or omission which was committed in bad faith or
          with malicious purpose or in a manner exhibiting willful disregard of
          human rights, safety or property.

SHAREHOLDER INSPECTION RIGHTS; SHAREHOLDER LISTS

     Wachovia. Qualified shareholders have the right to inspect and copy certain
records of Wachovia if their demand is in good faith and for a proper purpose.
The shareholder must give Wachovia at least five business days' written notice
of the demand, describing with reasonable particularity the purpose and the
requested records. The records must be directly connected with the shareholder's
purpose. However, Wachovia is under no duty to provide any accounting records or
any records with respect to any matter that Wachovia determines in good faith
may adversely affect Wachovia in the conduct of its business or may constitute
material non-public information. Additionally, the rights of inspection and
copying are limited to shareholders who either have been shareholders for at
least six months or hold at least five percent of the outstanding shares of any
class of Wachovia stock.

     Republic. Under Florida law, upon five days written notice of a demand to
inspect corporate records, a stockholder is entitled to inspect corporate books
and records. Except for certain categories of records, including the current
articles of incorporation and bylaws, list of names and business addresses of
current officers and directors, and minutes of stockholder meetings and
communications directed to shareholders generally, the demand must be made in
good faith with a proper purpose, and must state with reasonable particularity
the purpose and the records desired to be inspected, and the records must relate
directly to the purpose.


                                       49


<PAGE>


DISSENTERS' APPRAISAL RIGHTS

     Wachovia. North Carolina law generally provides dissenters' rights for
mergers and certain share exchanges that would require shareholder approval,
sales of all or substantially all of the assets, certain amendments to the
articles of incorporation and any corporate action taken pursuant to a
shareholder vote to the extent the articles of incorporation, by-laws, or a
resolution of the board of directors entitle shareholders to dissent. However,
North Carolina law does not provide dissenters' rights for North Carolina
corporations which have over 2,000 record holders or whose voting stock is
listed on a national securities exchange and therefore holders of Wachovia's
common stock do not have dissenters' rights.

     Republic. Under Florida law, a shareholder is entitled to dissent and
obtain payment of the fair value of his shares in the event of, among other
things, (a) consummation of a plan of merger to which the corporation is a
party, if either (i) shareholder approval is required and the shareholder is
entitled to vote on the merger or (ii) the corporation is a subsidiary that is
owned 80% by and is merged into its parent; (b) consummation of a plan of share
exchange to which the corporation is a party as the corporation whose shares
will be acquired, if the shareholder is entitled to vote on the plan; (c)
consummation of a sale or exchange of substantially all of the property of the
corporation other than in the usual and regular course of the business if
shareholder approval is required; (d) an amendment to the articles of
incorporation that materially and adversely affects rights in respect of the
dissenter's shares in specified ways; (e) in the event of a control share
acquisition as discussed in Section 607.0902 of the FBCA; or (f) any corporate
action taken pursuant to a shareholder vote to the extent that the Articles of
Incorporation provide that dissenters' rights shall apply. However, Florida law
does not have appraisal rights for Florida corporations whose voting stock is
listed on a national securities exchange or an interdealer quotation system by
the National Association of Securities Dealers, Inc., or held of record by at
least 2,000 shareholders and therefore holders of Republic's common stock do not
have dissenters' rights.

                              SHAREHOLDER PROPOSALS

     In the event that the merger is not completed prior to Republic's 2001
annual meeting, any proposal which a shareholder wished to have presented at the
next annual meeting of shareholders and included in Republic's proxy materials
must have been received at the main office of Republic, 450 South Australian
Avenue, West Palm Beach, Florida 33401, no later than November 24, 2000. Any
proposal in compliance with all of the requirements of Rule 14a-8 of the
Securities Exchange Act, would have been included in Republic's proxy statement
and set forth on the form of proxy issued for the next annual meeting of
shareholders. No such proposals were received.

     Republic's by-laws provide an advance notice procedure for a shareholder to
bring business before the 2001 annual meeting or to nominate any person for
election to the board. For business other than nominating directors, the
shareholder must give written advance notice to Republic's Secretary not less
than 60 nor more than 90 days before April 26, 2001. If, however, the date of
the annual meeting is more than 30 days before or more than 60 days after
April 26, 2001, notice by the shareholder must be delivered by the 60th day
prior to such annual meeting or the 10th day following the public announcement
of the date of such meeting. The advance notice by shareholders must include the
shareholder's name and address, as they appear on Republic's record of
shareholders, the class and number of shares of Republic's capital stock that
are beneficially owned by such shareholder, a brief description of the proposed
business, and any material interest of such shareholder in the proposed
business. In the case of nominations for election to the board, such nominations
must be made in writing and delivered by registered or certified mail, postage
prepaid, return receipt requested, to Republic's Secretary not less than 30 nor
more than 60 days prior to the annual meeting. Information regarding the nominee
must also be provided. Nothing in this paragraph will be deemed to require
Republic to include in its proxy statement and proxy relating to an annual
meeting any shareholder proposal or nomination which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received or any shareholder nomination is made.


                                       50


<PAGE>


                     COMPARATIVE MARKET PRICES AND DIVIDENDS

WACHOVIA

     Wachovia common stock is traded on the NYSE under the symbol "WB." The
following table lists the high and low sale prices for Wachovia common stock for
the indicated periods as reported by the NYSE, and the cash dividends declared
per share of Wachovia common stock.

<TABLE>
<CAPTION>
                                                                                                  CASH
                                                                                                DIVIDENDS
                                                                                              DECLARED PER
                                                                           HIGH       LOW         SHARE
                                                                           ----       ---         -----
     <S>                                                                 <C>         <C>          <C>
     1998:
           First Quarter.........................................       $85.75      $72.75        $0.44
           Second Quarter........................................        90.1875     77.375        0.44
           Third Quarter.........................................        90.9375     72.875        0.49
           Fourth Quarter........................................        96.8125     80.875        0.49

     1999:
          First Quarter.........................................         91           79           0.49
          Second Quarter........................................         92.3125    80.5625        0.49
          Third Quarter.........................................         85.25      75.3125        0.54
          Fourth Quarter........................................         88.875     65.4375        0.54

     2000:
          First Quarter.........................................         68.9375    53.625         0.54
          Second Quarter........................................         75.25      53.5625        0.54
          Third Quarter.........................................         60.375     53.375         0.60
          Fourth Quarter........................................         58.5625    47.4375        0.60

     2001:
          First Quarter (through January 3, 2001) ..............         62.625     57.25          N/A
</TABLE>

     On October 27, 2000, the last trading day before public announcement of the
merger, the closing price per share of Wachovia common stock on the NYSE was
$52.6875. On January 3, 2001, the last practical day to obtain share
price information before the date of this proxy statement/prospectus, the
closing price per share of Wachovia common stock on the NYSE was $62.4375. Past
price performance is not necessarily indicative of likely future price
performance. You should obtain current market quotations for shares of Wachovia
common stock.

     The holders of Wachovia common stock receive dividends if and when declared
by the Wachovia board out of funds legally available therefor. Wachovia expects
to continue paying quarterly cash dividends on Wachovia common stock. However,
it cannot be certain that its dividend policy will remain unchanged after
completion of the merger. The declaration and payment of dividends thereafter
will depend upon business conditions, operating results, capital and reserve
requirements, and the Wachovia board's consideration of other relevant factors.


                                       51


<PAGE>


REPUBLIC

     Republic common stock is traded on the Nasdaq National Market under the
symbol "RSFC". The following table lists the high and low sale prices for
Republic common stock for the indicated periods as reported by the Nasdaq
National Market, and the cash dividends declared per share of Republic common
stock.

<TABLE>
<CAPTION>
                                                                                              Cash
                                                                                           Dividends
                                                                                          Declared Per
                                                                     High        Low           Share
                                                                     ----        ---           -----
<S>                                                                 <C>         <C>            <C>
         1998:
               First Quarter...................................     $11.50      $8.25          $0.05
               Second Quarter..................................      13.875     10.625          0.05
               Third Quarter...................................      11.625      7.50           0.06
               Fourth Quarter..................................      12.4375     6.50           0.06

         1999:
               First Quarter...................................      12.00       8.00           0.06
               Second Quarter..................................      10.875      8.00           0.06
               Third Quarter...................................       9.9375     8.0312         0.06
               Fourth Quarter..................................       9.0625     6.5625         0.06

         2000:
               First Quarter...................................       8.50       5.75           0.06
               Second Quarter..................................       6.9062     3.875          0.06
               Third Quarter...................................       5.625      4.00           0.06
               Fourth Quarter..................................       7.375      4.6875         0.06

         2001:
               First Quarter (through January 3, 2001) ........       7.75       6.9688         N/A
</TABLE>

     On October 27, 2000, the last trading day before public announcement of the
merger, the closing price per share of Republic common stock on the Nasdaq
National Market was $5.9375. On January 3, 2001, the last practical day to
obtain share price information before the date of this proxy
statement/prospectus, the closing price per share of Republic common stock on
the Nasdaq National Market was $7.75. Past price performance is not necessarily
indicative of likely future price performance. You should obtain current market
quotations for shares of Republic common stock.


                                       52


<PAGE>


                                     EXPERTS

     Ernst & Young LLP, independent auditors, have audited Wachovia's
consolidated financial statements included in Wachovia's Annual Report on Form
10-K for the year ended December 31, 1999, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Wachovia's financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

     The consolidated financial statements of Republic Security Financial
Corporation at December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, incorporated by reference in this proxy
statement/prospectus have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon and incorporated by reference
elsewhere herein which, as to the year 1997, are based in part on the report of
KPMG Peat Marwick LLP, independent auditors. The financial statements referred
to above are included in reliance upon such reports given on the authority of
such firms as experts in accounting and auditing.

     The consolidated statements of income, stockholders' equity, and cash flows
for the year ended December 31, 1997 of Unifirst Federal Savings Bank (acquired
by Republic in 1998) have been incorporated by reference herein and in the
registration statement on Form S-4 in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.


                        VALIDITY OF WACHOVIA COMMON STOCK

     William M. Watson, Jr., Senior Vice President, Counsel & Secretary of
Wachovia, will pass upon the validity of the shares of Wachovia common stock
being offered pursuant to the merger.


                                  OTHER MATTERS

     As of the date of this proxy statement/prospectus, the Republic board does
not know of any matters that will be presented for consideration at the special
meeting other than as described in this proxy statement/prospectus. However, the
proposed proxy will be deemed to confer authority to the individuals named as
authorized therein to vote the shares represented by such proxy as to any
matters that fall within the purposes outlined in the Notice of Special Meeting
as determined by a majority of Republic's board, including any adjournments or
postponements. Nonetheless, a proxy which is voted against the proposal to
approve the merger will not be voted in favor of any adjournment or
postponement.


                       WHERE YOU CAN FIND MORE INFORMATION

     Wachovia has filed with the SEC a registration statement under the
Securities Act that registers the shares of Wachovia common stock to be issued
and distributed to Republic shareholders in connection with the merger. The
registration statement, including the attached exhibits and schedules, contains
additional relevant information about Wachovia and Wachovia common stock. The
rules and regulations of the SEC allow us to omit certain information included
in the registration statement from this proxy statement/prospectus.

     In addition, Wachovia and Republic both file reports, proxy statements and
other information with the SEC under the Securities Exchange Act. You may read
and obtain copies of this information by mail from the Public Reference Room of
the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates.  You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.

     The SEC also maintains an Internet worldwide web site that contains
reports, proxy statements and other information about issuers, like Wachovia,
who file electronically with the SEC. The address of the site is
http://www.sec.gov. Wachovia also maintains an Internet worldwide web site that
contains company information; its address is http://www.wachovia.com and
Republic maintains an Internet worldwide web site that contains information
about it and Republic Security Bank; its address is
http://www.republicsecuritybank.com.

     You can also inspect reports, proxy statements and other information about
Wachovia at the offices of the NYSE, 20 Broad Street, New York, New York 10005.


                                       53


<PAGE>


     The SEC allows Wachovia and Republic to "incorporate by reference"
information into this proxy statement/prospectus. This means that the company
can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is
considered to be a part of this proxy statement/prospectus, except for any
information that is superseded by information that is included directly in this
document.

     This proxy statement/prospectus incorporates by reference the documents
listed below that Wachovia or Republic has previously filed with the SEC. They
contain important information about Wachovia or Republic and each of their
financial conditions.

    Wachovia SEC Filings                    Period
    --------------------                    ------
    Annual Report on Form 10-K..............Year ended December 31, 1999
    Quarterly Reports on Form 10-Q..........Quarters ended March 31, 2000, June
                                            30, 2000 and September 30, 2000
    Current Reports on Form 8-K.............April 20, 2000, June 15, 2000, July
                                            24, 2000 and August 28, 2000

     The description of Wachovia common
     stock set forth in the Wachovia's
     registration statement on Form 8-B
     filed pursuant to Section 12 of the
     Exchange Act, including any
     amendment or report filed with the
     SEC for the purpose of updating
     such description.

    Republic SEC Filings                    Period

    Annual Report on Form 10-K..............Year ended December 31, 1999
    Quarterly Reports on Form 10-Q..........Quarters ended March 31, 2000, June
                                            30, 2000 and September 30, 2000
    Current Reports on Form 8-K.............January 25, 2000, April 18, 2000,
                                            July 14, 2000, October 17, 2000 and
                                            November 8, 2000


     The description of Republic's
     shareholder rights agreement in
     Republic's registration statement
     on Form 8-A filed pursuant to
     Section 12 of the Exchange Act,
     including any amendment or report
     filed with the SEC for the purpose
     of updating such description.

     Each of Wachovia and Republic incorporates by reference additional
documents that it may file with the SEC between the date of this proxy
statement/prospectus and the date of the special meeting. These documents
include periodic reports, such as Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.

     Wachovia has supplied all information contained or incorporated by
reference in this proxy statement/prospectus relating to Wachovia, as well as
all pro forma financial information, and Republic has supplied all information
contained in this proxy statement/prospectus relating to Republic.

     Documents incorporated by reference are available from Wachovia or Republic
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this proxy
statement/prospectus. You can obtain documents incorporated by reference in this
proxy statement/prospectus by requesting them in writing or by telephone from
Wachovia at the following addresses:


                                       54


<PAGE>


                              WACHOVIA CORPORATION

        P. O. Box 3099                               191 Peachtree Street, N.E.
Winston-Salem, North Carolina 27150         or         Atlanta, Georgia 30303
  Telephone: (336) 732-2549                          Telephone: (404) 332-6661

                     REPUBLIC SECURITY FINANCIAL CORPORATION
                           450 South Australian Avenue
                         West Palm Beach, Florida 33401
                            Telephone: (561) 655-8511

     If you would like to request documents, please do so by February 9, 2001 to
receive them before the special meeting. If you request any incorporated
documents from us, we will mail them to you by first class mail, or another
equally prompt means, within one business day after we receive your request.

     We have not authorized anyone to give any information or make any
representation about the merger or our companies that is different from, or in
addition to, that contained in this proxy statement/prospectus or in any of the
materials that we have incorporated into this document. Therefore, if anyone
does give you information of this sort, you should not rely on it. If you are in
a jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this document or the
solicitation of proxies is unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the
offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless
the information specifically indicates that another date applies.


                                       55


<PAGE>

                                                                      APPENDIX A


                          AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of October 29, 2000, by and between REPUBLIC SECURITY FINANCIAL
CORPORATION ("Republic"), a corporation organized and existing under the Laws of
the State of Florida, with its principal office located in West Palm Beach, FL;
and WACHOVIA CORPORATION ("Buyer"), a corporation organized and existing under
the Laws of the State of North Carolina, with its principal offices located in
Winston-Salem, NC and Atlanta, GA.


                                    PREAMBLE

         The Boards of Directors of Republic and Buyer are of the opinion that
the transactions described herein are in the best interests of the parties to
this Agreement and their respective stockholders. This Agreement provides for
the acquisition of Republic by Buyer pursuant to the merger of Republic with and
into a wholly owned subsidiary of Buyer to be organized under the laws of the
State of North Carolina ("Newco"). At the effective time of the merger, the
outstanding shares of the capital stock of Republic shall be converted into
shares of the common stock of Buyer (except as provided herein). As a result,
stockholders of Republic shall become stockholders of Buyer, and each of the
subsidiaries of Republic shall continue to conduct its business and operations
as an indirect subsidiary of Buyer. The transactions described in this Agreement
are subject to the approvals of the stockholders of Republic, the Board of
Governors of the Federal Reserve System, and certain state regulatory
authorities, and the satisfaction of certain other conditions described in this
Agreement. It is the intention of the parties to this Agreement that the Merger
for federal income tax purposes shall qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code and that this Agreement
shall constitute a "plan of reorganization" for purposes of Section 368 of the
Internal Revenue Code. As conditions and inducements to Buyer's entering into
this Agreement, Republic has entered into a Termination Fee Agreement with
Buyer, the President and Chief Executive Officer of Republic has entered into an
Employment Agreement with Buyer and the non-employee directors of Republic have
entered into Noncompetition Agreements with Buyer.

         Certain terms used in this Agreement are defined in Section 11.1 of
this Agreement.

         NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
Parties agree as follows:

                                   ARTICLE 1
                        TRANSACTIONS AND TERMS OF MERGER

         1.1 MERGER. Subject to the terms and conditions of this Agreement, at
the Effective Time, Republic shall be merged with and into Newco in accordance
with the provisions of Section 607.1107 of the FBCA and Section 55-11-07 of the
NCBCA and with the effect provided in Section 607.1106 of the FBCA and Section
55-11-06 of the NCBCA, respectively (the "Merger"). Newco shall be the Surviving
Corporation resulting from the Merger and shall continue to be governed by the
Laws of the State of North Carolina. The Merger shall be consummated pursuant to
the terms of this Agreement, which has been approved and adopted by the
respective Boards of Directors of Republic and Buyer and will be approved and
adopted by the Board of Directors of Newco upon its formation.

         1.2 TIME AND PLACE OF CLOSING. The consummation of the Merger (the
"Closing") shall take place at 6:00 P.M. on the date that the Effective Time
occurs (or the immediately preceding day if the Effective Time is earlier than
9:00 A.M.), or at such other time as the Parties, acting through their duly
authorized officers, may mutually agree. The place of Closing shall be at such
location as may be mutually agreed upon by the Parties.


                                      A-1

<PAGE>


         1.3 EFFECTIVE TIME. The Merger and the other transactions contemplated
by this Agreement shall become effective on the date and at the time the Florida
Articles of Merger reflecting the Merger shall become effective with the
Secretary of State of the State of Florida and the North Carolina Certificate of
Merger reflecting the Merger shall become effective with the Secretary of State
of the State of North Carolina (the "Effective Time"). Subject to the terms and
conditions hereof, unless otherwise mutually agreed upon by the duly authorized
officers of each Party, the Parties shall use their reasonable efforts to cause
the Effective Time to occur on such date as may be designated by Buyer within
the fifth business day to occur after the last of the conditions set forth in
Article 9 (other than the conditions relating to items to be delivered on the
day of the Closing) shall have been satisfied or waived in accordance with the
terms of this Agreement (or, at the election of Buyer, on the first business day
of the month immediately succeeding the month in which such day occurs).

         1.4 INTEGRATION. Following the Effective Time, the Parties currently
intend to effectuate, or cause to be effectuated, the combination (the
"Subsidiary Combination") of the business of Republic Security Bank with that of
Wachovia Bank, National Association. Subject to the terms of this Agreement,
Republic agrees to cooperate with Buyer and to take all reasonable actions prior
to or following the Effective Time, including executing all requisite
documentation, as may be reasonably requested by Buyer to effect the Subsidiary
Combination. Subject to the terms of this Agreement, Republic also agrees to
cooperate with Buyer and to take all reasonable restructuring steps for
regulatory purposes, as may be reasonably requested by Buyer to merge or
otherwise consolidate such legal entities to the extent desirable for regulatory
or other reasons.

         1.5 PLAN OF MERGER. The Parties agree to enter into (and Buyer agrees
to cause Newco to enter into) a separate plan of merger, in substantially the
form of Exhibit 1 (the "Plan of Merger"), for purposes of any filing
requirement.

                                   ARTICLE 2
                                 TERMS OF MERGER

         2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of Newco
in effect immediately prior to the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation after the Effective Time until
otherwise amended or repealed.

         2.2 BYLAWS. The Bylaws of Newco in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation after the
Effective Time until otherwise amended or repealed.

         2.3 DIRECTORS AND OFFICERS. The directors of Newco in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the directors of the Surviving
Corporation from and after the Effective Time in accordance with the Bylaws of
the Surviving Corporation. The officers of Newco in office immediately prior to
the Effective Time, together with such additional persons as may thereafter be
elected, shall serve as the officers of the Surviving Corporation from and after
the Effective Time in accordance with the Bylaws of the Surviving Corporation.

                                   ARTICLE 3
                           MANNER OF CONVERTING SHARES

         3.1 CONVERSION OF SHARES. Subject to the provisions of this Article 3,
at the Effective Time, by virtue of the Merger and without any action on the
part of Buyer, Newco or Republic, or the stockholders of any of the foregoing,
the shares of the constituent corporations shall be converted as follows:


                                      A-2

<PAGE>


(a) Each share of Newco Common Stock issued and outstanding immediately prior to
the Effective Time shall remain issued and outstanding from and after the
Effective Time.

(b) Each share of Republic Common Stock (including any associated stock purchase
rights but excluding shares held by any Republic Company or any Buyer Company,
in each case other than in a fiduciary capacity or as a result of debts
previously contracted) issued and outstanding at the Effective Time shall cease
to be outstanding and shall by virtue of this Agreement and without any action
on the part of the holder thereof, be converted into and exchangeable for the
number of shares (the "Exchange Ratio") of the common stock, par value $5.00 per
share of Buyer ("Buyer Common Stock"), rounded to the nearest ten-thousandth of
a share, determined by dividing 7.00 by the Average Closing Price (as defined
below); provided that (i) if the Average Closing Price is equal to or greater
than $56.2375, the Exchange Ratio shall be .1245 (the "Minimum Exchange Ratio")
and (ii) if the Average Closing Price is equal to or less than $46.0125, the
Exchange Ratio shall be .1521 (the "Maximum Exchange Ratio").

         3.2 ANTI-DILUTION PROVISIONS. In the event Republic changes the number
of shares of Republic Common Stock issued and outstanding prior to the Effective
Time as a result of a stock split, stock dividend, or similar recapitalization
with respect to such stock, the Exchange Ratio, the Minimum Exchange Ratio and
the Maximum Exchange Ratio shall be proportionately adjusted. In the event Buyer
changes the number of shares of Buyer Common Stock issued and outstanding prior
to the Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in the
case of a stock dividend) or the effective date thereof (in the case of a stock
split or similar recapitalization for which a record date is not established)
shall be prior to the Effective Time, the formula for calculating the Minimum
Exchange Ratio and the Maximum Exchange Ratio shall be adjusted appropriately.

         3.3 SHARES HELD BY REPUBLIC OR BUYER. Each of the shares of Republic
Common Stock held by any Republic Company or by any Buyer Company, in each case
other than in a fiduciary capacity or as a result of debts previously
contracted, shall be cancelled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.

         3.4 FRACTIONAL SHARES. Notwithstanding any other provision of this
Agreement, each holder of shares of Republic Common Stock exchanged pursuant to
the Merger who would otherwise have been entitled to receive a fraction of a
share of Buyer Common Stock (after taking into account all certificates
delivered by such holder) shall receive, in lieu thereof, cash (without
interest) in an amount equal to a fractional part of a share of Buyer Common
Stock multiplied by the market value of one share of Buyer Common Stock at the
Effective Time. The market value of one share of Buyer Common Stock at the
Effective Time shall be the closing price of Buyer Common Stock on the New York
Stock Exchange (as reported by The Wall Street Journal or, if not reported
thereby, any other authoritative source selected by Buyer) on the last trading
day preceding the Effective Time. No such holder will be entitled to dividends,
voting rights, or any other rights as a stockholder in respect of any fractional
shares.

         3.5 CONVERSION OF STOCK RIGHTS.

(a) Except as provided in Section 3.5 (d), at the Effective Time, each award,
option, or other right to purchase or acquire shares of Republic Common Stock
pursuant to stock options, stock appreciation rights ("SAR's"), or stock awards
and awards or other rights the value of which is determined by reference to the
value of shares of Republic Common Stock ("Republic Rights"), in each case
granted by Republic under the Republic Stock Plans, which are outstanding at the
Effective Time, whether or not exercisable, shall be converted into and become
rights with respect to Buyer Common Stock, and Buyer shall assume each Republic
Right, in accordance with the terms of the Republic Stock Plan and stock option
agreement by which it is evidenced, except that from and after the Effective
Time, (i) Buyer and its Compensation Committee shall be substituted for Republic
and the Committee of Republic's Board of Directors (including, if applicable,
the entire Board of Directors of Republic) administering such Republic Stock
Plan, (ii) each Republic Right assumed by Buyer may be exercised solely for
shares of Buyer Common Stock (or cash in the case of stock appreciation rights),
(iii) the number of shares of Buyer Common Stock


                                      A-3

<PAGE>


subject to such Republic Right shall be equal to the number of shares of
Republic Common Stock subject to such Republic Right immediately prior to the
Effective Time multiplied by the Exchange Ratio and rounding down to the nearest
whole share, and (iv) the per share exercise price (or similar threshold price,
in the case of stock awards) under each such Republic Right shall be adjusted by
dividing the per share exercise (or threshold) price under each such Republic
Right by the Exchange Ratio and rounding up to the nearest cent. In addition,
notwithstanding the provisions of clauses (iii) and (iv) of the first sentence
of this Section 3.5(a), each Republic Right which is an "incentive stock option"
shall be adjusted as required by Section 424 of the Internal Revenue Code and
the regulations promulgated thereunder, so as not to constitute a modification,
extension, or renewal of the option, within the meaning of Section 424(h) of the
Internal Revenue Code. At or prior to the Effective Time, Republic shall take
all action, if any, necessary with respect to the Republic Stock Plans to permit
the foregoing provisions of this Section 3.5(a) and the proviso to the first
sentence of Section 3.5(b).

(b) At the Effective Time, Buyer shall assume the Republic Stock Option Plans;
provided that such assumption shall be only in respect of the Republic Rights
assumed pursuant to Section 3.5(a) and that Buyer shall have no obligation to
make any additional grants or awards under assumed Republic Stock Plans. As soon
as reasonably practicable after the Effective Time, Buyer shall deliver to the
participants in each Republic Stock Plan an appropriate notice setting forth
such participant's rights pursuant thereto and Republic Rights pursuant to such
Republic Stock Plan shall continue in effect on the same terms and conditions
(subject to the adjustments required by Section 3.5(a) after giving effect to
the Merger), and Buyer shall comply with the terms of each Republic Stock Plan
to ensure, to the extent required by, and subject to the provisions of, such
Republic Stock Plan, that Republic Rights which qualified as incentive stock
options prior to the Effective Time continue to qualify as incentive stock
options after the Effective Time. At or prior to the Effective Time, Buyer shall
take all corporate action necessary to reserve for issuance sufficient shares of
Buyer Common Stock for delivery upon exercise of Republic Rights assumed by it
in accordance with this Section 3.5. As soon as reasonably practicable (but in
no event more than 15 days) after the Effective Time, Buyer shall file a
registration statement on Form S-3 or Form S-8, as the case may be (or any
successor or other appropriate forms), with respect to the shares of Buyer
Common Stock subject to such options and shall use its reasonable efforts to
maintain the effectiveness of such registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as such options remain outstanding. With respect to those individuals who
subsequent to the Merger will be subject to the reporting requirements under
Section 16(a) of the 1934 Act, where applicable, Buyer shall administer the
Republic Stock Plan assumed pursuant to this Section 3.5 in a manner that
complies with Rule 16b-3 promulgated under the 1934 Act, to the extent it has
been so administered through the Effective Time.

(c) All restrictions or limitations on transfer with respect to Republic Common
Stock awarded under the Republic Stock Plans or any other plan, program, or
arrangement of any Republic Company, to the extent that such restrictions or
limitations shall not have already lapsed, and except as otherwise expressly
provided in such plan, program, or arrangement, shall remain in full force and
effect with respect to shares of Buyer Common Stock into which such restricted
stock is converted pursuant to Section 3.1 of this Agreement.

(d) Notwithstanding any other provision in this Section 3.5, (i) Republic shall
take all of the actions set forth in paragraph 2 of Section 7.2(b) of the
Republic Disclosure Memorandum with respect to SAR's of Republic at the time set
forth in that paragraph and (ii) at the Effective Time each of the SAR's of
Republic referred to in such paragraph shall have been fully satisfied and shall
have ceased to exist.

                                   ARTICLE 4
                               EXCHANGE OF SHARES

         4.1 EXCHANGE PROCEDURES. Promptly after the Effective Time, Buyer and
Republic shall cause EquiServe Trust Company, N.A. or another exchange agent
selected by Buyer (the "Exchange Agent") to mail to the former stockholders of
Republic appropriate transmittal materials (which shall specify that delivery
shall be effected, and risk of loss and title to the certificates theretofore
representing


                                      A-4


<PAGE>


shares of Republic Common Stock shall pass, only upon proper delivery of such
certificates to the Exchange Agent). The Exchange Agent may establish reasonable
and customary rules and procedures in connection with its duties. After the
Effective Time, each holder of shares of Republic Common Stock (other than
shares to be canceled pursuant to Section 3.3 of this Agreement) issued and
outstanding at the Effective Time promptly upon surrender of the certificate or
certificates representing such shares to the Exchange Agent, together with
properly completed transmittal materials, shall receive in exchange therefor the
consideration provided in Section 3.1 of this Agreement, together with all
undelivered dividends and other distributions in respect of such shares (without
interest thereon) pursuant to Section 4.2 of this Agreement. To the extent
required by Section 3.4 of this Agreement, each holder of shares of Republic
Common Stock issued and outstanding at the Effective Time also shall receive,
upon surrender of the certificate or certificates representing such shares, cash
in lieu of any fractional share of Buyer Common Stock to which such holder may
be otherwise entitled (without interest). Until so surrendered, each outstanding
certificate of Republic Common Stock shall be deemed for all purposes, other
than as provided below with respect to voting and the payment of dividends or
other distributions, to represent the consideration into which the number of
shares of Republic Common Stock represented thereby prior to the Effective Time
shall have been converted. Buyer shall not be obligated to deliver the
consideration to which any former holder of Republic Common Stock is entitled as
a result of the Merger until such holder surrenders such holder's certificate or
certificates representing the shares of Republic Common Stock for exchange as
provided in this Section 4.1. The certificate or certificates of Republic Common
Stock so surrendered shall be duly endorsed as the Exchange Agent may require.
Any other provision of this Agreement notwithstanding, neither the Surviving
Corporation, Republic, nor the Exchange Agent shall be liable to a holder of
Republic Common Stock for any amounts paid or property delivered in good faith
to a public official pursuant to any applicable abandoned property Law.

         4.2 RIGHTS OF FORMER REPUBLIC STOCKHOLDERS. At the Effective Time, the
stock transfer books of Republic shall be closed as to holders of Republic
Common Stock immediately prior to the Effective Time and no transfer of Republic
Common Stock by any such holder shall thereafter be made or recognized. Until
exchanged in accordance with the provisions of Section 4.1 of this Agreement,
each certificate theretofore representing shares of Republic Common Stock (other
than shares to be canceled pursuant to Section 3.3 of this Agreement) shall from
and after the Effective Time represent for all purposes only the right to
receive the consideration provided in Sections 3.1 and 3.4 of this Agreement in
exchange therefor. Former stockholders of record of Republic shall not be
entitled to vote after the Effective Time at any meeting of Buyer stockholders
until such holders have exchanged their certificates representing Republic
Common Stock for certificates representing Buyer Common Stock in accordance with
the provisions of this Agreement. Whenever a dividend or other distribution is
declared by Buyer on the Buyer Common Stock, the record date for which is at or
after the Effective Time, the declaration shall include dividends or other
distributions on all shares of Buyer Common Stock issuable pursuant to this
Agreement, but no dividend or other distribution payable to the holders of
record of Buyer Common Stock as of any time subsequent to the Effective Time
shall be delivered to the holder of any certificate representing shares of
Republic Common Stock issued and outstanding at the Effective Time until such
certificate is exchanged as provided in Section 4.1 of this Agreement. However,
upon exchange of such Republic Common Stock certificate, both the Buyer Common
Stock certificate (together with all such undelivered dividends or other
distributions without interest) and any undelivered dividends and cash payments
to be paid for fractional share interests (without interest) shall be delivered
and paid with respect to each share represented by such certificate. In the
event any Republic Common Stock certificate shall have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
such certificate to be lost, stolen, or destroyed and, if required by Buyer, the
posting by such person of a bond in such amount as Buyer may reasonably direct
as indemnity against any claim that may be made against it with respect to such
certificate, the Exchange Agent shall issue in exchange for such lost, stolen,
or destroyed certificate, the shares of Buyer Common Stock and cash in lieu of
fractional shares deliverable in respect thereof pursuant to this Agreement.


                                      A-5

<PAGE>


                                   ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF REPUBLIC

         Republic hereby represents and warrants to Buyer as follows:

         5.1 ORGANIZATION, STANDING, AND POWER. Republic is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
Florida, and has the corporate power and authority to carry on its business as
now conducted and to own, lease, and operate its Material Assets. Republic is
duly qualified or licensed to transact business as a foreign corporation in good
standing in the States of the United States and foreign jurisdictions where the
character of its Assets or the nature or conduct of its business requires it to
be so qualified or licensed, except for such jurisdictions in which the failure
to be so qualified or licensed is not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Republic.

         5.2 AUTHORITY; NO BREACH OF AGREEMENT.

(a) Republic has the corporate power and authority necessary to execute,
deliver, and perform its obligations under this Agreement and the Termination
Fee Agreement and to consummate the transactions contemplated hereby and
thereby. The execution, delivery, and performance of this Agreement and the
Termination Fee Agreement, and the consummation of the transactions contemplated
herein and therein, including the Merger, have been duly and validly authorized
by all necessary corporate action (including valid authorization and adoption of
this Agreement and the Termination Fee Agreement by Republic's duly constituted
Board of Directors) in respect thereof on the part of Republic, subject in the
case of consummation of the Merger to the approval of this Agreement by the
holders of a majority of the shares of Republic Common Stock entitled to vote
thereon, which is the only stockholder vote required for consummation of the
Merger by Republic. Assuming due authorization, execution, and delivery of this
Agreement by Buyer, this Agreement represents a legal, valid, and binding
obligation of Republic, enforceable against Republic in accordance with its
terms (except in all cases as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, conservatorship,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

(b) Except as set forth in Section 5.2 of the Republic Disclosure Memorandum,
neither the execution and delivery of this Agreement by Republic, nor the
consummation by Republic of the transactions contemplated hereby, nor compliance
by Republic with any of the provisions hereof, will (i) conflict with or result
in a breach of any provision of Republic's Articles of Incorporation or Bylaws,
or (ii) constitute or result in a Default under, or require any Consent pursuant
to, or result in the creation of any Lien on any Asset of any Republic Company
under, any Contract, Order or Permit of any Republic Company, where such Default
or Lien, or any failure to obtain such Consent, is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic, or
(iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)
of this Agreement, violate any Law or Order applicable to any Republic Company
or any of their respective Material Assets.

(c) Other than as disclosed in Section 5.2 of the Republic Disclosure
Memorandum, and other than in connection or compliance with the provisions of
the Securities Laws, applicable state corporate and securities Laws, and rules
of the NASD, and other than Consents required from Regulatory Authorities, and
other than notices to or filings with the Internal Revenue Service or the
Pension Benefit Guaranty Corporation or both with respect to any employee
benefit plans, or under the HSR Act, and other than Consents, filings, or
notifications which, if not obtained or made, are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic, no
notice to, filing with, or Consent of, any public body or authority or
self-regulatory authority is necessary for the consummation by Republic of the
Merger and the other transactions contemplated in this Agreement or the
Termination Fee Agreement.


                                      A-6

<PAGE>


         5.3 CAPITAL STOCK.

(a) The authorized capital stock of Republic consists, as of the date of this
Agreement, of (i) 500,000,000 shares of Republic Common Stock, of which
48,614,060 (exclusive of treasury stock) shares are issued and outstanding as of
the date of this Agreement and not more than 52,228,654 (exclusive of treasury
stock) shares will be issued and outstanding at the Effective Time, and (ii)
20,000,000 shares of Republic Preferred Stock, none of which is outstanding. All
of the issued and outstanding shares of Republic Common Stock are duly and
validly issued and outstanding and are fully paid and nonassessable. None of the
outstanding shares of Republic Common Stock has been issued in violation of any
preemptive rights of the current or past stockholders of Republic (and are not
subject to any preemptive rights). Republic has reserved not more than 5,800,000
shares of Republic Common Stock for issuance on the exercise of outstanding
stock options and warrants.

(b) Except as set forth in Section 5.3(a) of this Agreement (with respect to
shares of capital stock) or Section 5.3(b) of the Republic Disclosure Memorandum
or as provided in the Republic Rights Agreement, there are no shares of capital
stock or other equity securities of Republic outstanding and no outstanding
Rights relating to the capital stock of Republic. The number of shares of
Republic Common Stock (or other capital stock of Republic) that are issuable
upon exercise of any outstanding Rights as of the date of this Agreement is set
forth in Section 5.3(b) of Republic's Disclosure Memorandum.

         5.4 REPUBLIC SUBSIDIARIES. Republic has disclosed in Section 5.4 of the
Republic Disclosure Memorandum all Republic Subsidiaries. Except as set forth in
Section 5.4 of the Republic Disclosure Memorandum, Republic or one of its wholly
owned Subsidiaries owns all of the issued and outstanding shares of capital
stock of each Republic Subsidiary. No equity securities of any Republic
Subsidiary are or may become required to be issued (other than to Republic or a
wholly owned Republic Subsidiary) by reason of any Rights, and there are no
Contracts by which any Republic Subsidiary is bound to issue (other than to
Republic or a wholly owned Republic Subsidiary) additional shares of its capital
stock or Rights or by which any Republic Company is or may be bound to transfer
any shares of the capital stock of any Republic Subsidiary (other than to
Republic or a wholly owned Republic Subsidiary). There are no Contracts relating
to the rights of any Republic Company to vote or to dispose of any shares of the
capital stock of any Republic Subsidiary. All of the shares of capital stock of
each Republic Subsidiary held by a Republic Company are fully paid and
nonassessable (except pursuant to 12 U.S.C. ss.55) and are owned by the Republic
Company free and clear of any Lien. Each Republic Subsidiary is either a bank or
a corporation, and is duly organized, validly existing, and (to the extent
applicable) in good standing under the Laws of the jurisdiction in which it is
incorporated or organized, and has the corporate power and authority necessary
for it to own, lease, and operate its Assets and to carry on its business as now
conducted. Each Republic Subsidiary is duly qualified or licensed to transact
business as a foreign corporation in good standing in the States of the United
States and foreign jurisdictions where the character of its Assets or the nature
or conduct of its business requires it to be so qualified or licensed, except
for such jurisdictions in which the failure to be so qualified or licensed is
not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Republic. Each Republic Subsidiary that is a depository
institution is an "insured depository institution" as defined in the Federal
Deposit Insurance Act and applicable regulations thereunder, and the deposits in
which are insured by the Bank Insurance Fund or Savings Association Insurance
Fund to the fullest extent permitted by Law. The minute book and other
organizational documents (and all amendments thereto) for Republic and each
Republic Subsidiary that is a "Significant Subsidiary" (as such term is defined
in Regulation S-X promulgated under the 1934 Act) have been made available to
Buyer for its review, and are true and complete as in effect as of July 31,
2000. No Material actions have been taken by the Board of Directors of Republic
or any such Republic Subsidiary since such date, other than such actions taken
to authorize the execution of this Agreement and the consummation of the
transactions contemplated herein, and to authorize actions described in the
Republic Disclosure Memorandum. Republic does not own beneficially, directly or
indirectly, any equity securities or similar interests of any Person, or any
interest in a partnership or joint venture of any kind, other than equity
securities or interests (i) of Republic Subsidiaries, (ii) of any entity
acquired through foreclosure in the ordinary course of business or (iii) that
are owned or controlled in a fiduciary capacity in the ordinary course of
business


                                      A-7

<PAGE>


         5.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) Republic has filed and made available to Buyer all of Republic's SEC
Documents required to be filed with the SEC since December 31, 1995
(collectively, the "Republic SEC Reports"). The Republic SEC Reports (i) at the
time filed, complied in all Material respects with the applicable requirements
of the 1933 Act and the 1934 Act, as the case may be, and (ii) did not at the
time they were filed (or if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing) contain any untrue statement
of a Material fact or omit to state a Material fact required to be stated in
such Republic SEC Reports or necessary in order to make the statements in such
Republic SEC Reports, in light of the circumstances under which they were made,
not misleading. Except for any Republic Subsidiaries that are registered as a
broker, dealer, or investment advisor or filings required due to fiduciary
holdings of the Republic Subsidiaries, none of Republic's Subsidiaries is
required to file any forms, reports, or other documents with the SEC.

(b) Each of the Republic Financial Statements (including, in each case, any
related notes) contained in the Republic SEC Reports, including any Republic SEC
Reports filed after the date of this Agreement until the Effective Time,
complied or will comply as to form in all Material respects with the applicable
published rules and regulations of the SEC with respect thereto, was prepared or
will be prepared in accordance with GAAP applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to such
financial statements, or, in the case of unaudited statements, as permitted by
Form 10-Q of the SEC), and fairly presented or will fairly present the
consolidated financial position of Republic and its Subsidiaries as at the
respective dates and the consolidated results of its operations and cash flows
for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or will not be Material in amount or effect.

         5.6 ABSENCE OF UNDISCLOSED LIABILITIES. No Republic Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Republic, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Republic as of
June 30, 2000 or included in the Republic Financial Statements filed after such
date but before the date of this Agreement (or reflected in the notes thereto),
Liabilities incurred in the ordinary course of business subsequent to June 30,
2000, Liabilities to be incurred in connection with the transactions
contemplated by this Agreement or the Termination Fee Agreement (in each case in
accordance with the terms of this Agreement and the Termination Fee Agreement),
and except as set forth in Section 5.6 of the Republic Disclosure Memorandum. No
Republic Company has incurred or paid any Liability since December 31, 1999,
except for such Liabilities incurred or paid in the ordinary course of business
consistent with past business practices and which are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Republic.

         5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1999,
except as disclosed in the Republic Financial Statements delivered prior to the
date of this Agreement or as otherwise disclosed in the Republic Disclosure
Memorandum, there have been no events, changes, or occurrences which have had,
or are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Republic.

         5.8 TAX MATTERS. Except as set forth in Section 5.8 of the Republic
Disclosure Memorandum:

(a) Since December 31, 1994, all Material Tax Returns required to be filed by or
on behalf of any of the Republic Companies have been timely filed, or requests
for extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1999, and all Material Tax Returns filed are
complete and accurate in all Material respects. All Tax Returns for periods
ending on or before the date of the most recent fiscal year end immediately
preceding the Effective Time will be timely filed or requests for extensions
will be timely filed. All Taxes shown on filed Tax Returns have been paid. There
is no audit examination, deficiency, or refund Litigation with respect to any
Taxes, that is reasonably likely to result in a determination that would have,
individually or in the aggregate, a Material Adverse Effect on


                                      A-8


<PAGE>


Republic, except to the extent reserved against in the Republic Financial
Statements dated prior to the date of this Agreement. All Material Taxes and
other Material Liabilities due with respect to completed and settled
examinations or concluded Litigation have been paid.

(b) None of the Republic Companies has executed an extension or waiver of any
statute of limitations on the assessment or collection of any Tax due (excluding
such statutes that relate to years currently under examination by the Internal
Revenue Service or other applicable taxing authorities) that is currently in
effect.

(c) Adequate provision for any Material Taxes due or to become due for any of
the Republic Companies for the period or periods through and including the date
of the respective Republic Financial Statements has been made and is reflected
on such Republic Financial Statements.

(d) Each of the Republic Companies is in Material compliance with, and its
records contain the information and documents (including properly completed IRS
Forms W-9) necessary to comply with, in all material respects, applicable
information reporting and Tax withholding requirements under federal, state, and
local Tax Laws, and such records identify with specificity all accounts subject
to backup withholding under Section 3406 of the Internal Revenue Code.

(e) None of the Republic Companies has made any payments, is obligated to make
any payments, or is a party to any contract, agreement, or other arrangement
that could obligate it to make any payments that would be disallowed as a
deduction under Section 280G or 162(m) of the Internal Revenue Code.

(f) There are no Material Liens with respect to Taxes upon any of the Assets of
the Republic Companies.

(g) There has not been an ownership change, as defined in Internal Revenue Code
Section 382(g), of the Republic Companies (other than with respect to Republic
Companies acquired directly or indirectly by Republic) that occurred during or
after any Taxable Period in which such Republic Companies incurred a net
operating loss that carries over to any Taxable Period ending after December 31,
1999.

(h) No Republic Company has filed any consent under Section 341(f) of the
Internal Revenue Code concerning collapsible corporations.

(i) No Republic Company has or has had a permanent establishment in any foreign
country, as defined in any applicable tax treaty or convention between the
United States and such foreign country, including any operation for which a
provision in any applicable tax treaty or convention between the United States
and such foreign country corresponding to the provision on permanent
establishments in the U.S. Model Income Tax Treaty applies to such operation.

         5.9 ASSETS. Except as set forth in Section 5.9 of the Republic
Disclosure Memorandum, the Republic Companies have good and marketable title,
free and clear of all Liens, to all of their respective Assets other than such
defects and liens which are not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on Republic. All tangible
properties used in the businesses of the Republic Companies are in good
condition, reasonable wear and tear excepted, and are usable in the ordinary
course of business consistent with Republic's past practices. All Assets which
are Material to Republic's business on a consolidated basis, held under leases
or subleases by any of the Republic Companies, are held under valid Contracts
enforceable in accordance with their respective terms (except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or other Laws affecting the enforcement of creditors' rights generally and
except that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceedings may be brought), and each such Contract is in full force and effect.
The Republic Companies currently maintain insurance (that is in full force and
effect) in amounts, scope and coverage reasonably necessary for their
operations. Except as set forth in Section 5.9 of the Republic Disclosure
Memorandum, none of the Republic Companies has received notice from any
insurance carrier that (i) such insurance will be canceled or that coverage
thereunder will be reduced or eliminated, or (ii) premium costs with respect to


                                      A-9

<PAGE>


such policies of insurance will be substantially increased. Except as set forth
in Section 5.9 of the Republic Disclosure Memorandum, there are no claims
pending under such policies of insurance and no notices have been given by any
Republic Company under such policies. No Republic Company is in Material Default
under such policies of insurance. The Assets of the Republic Companies include
all Material Assets required to operate the business of the Republic Companies
as presently conducted.

         5.10 ENVIRONMENTAL MATTERS. Except as disclosed in Section 5.10 of the
Republic Disclosure Memorandum:

(a) Each Republic Company, its Participation Facilities, and, to the Knowledge
of Republic, its Loan Properties are, and have been, in compliance with all
Environmental Laws, except those instances of non-compliance which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic.

(b) There is no Litigation pending or, to the Knowledge of Republic, threatened
before any court, governmental agency, or authority, or other forum in which any
Republic Company or any of its Participation Facilities has been or, with
respect to threatened Litigation, may reasonably be expected to be named as a
defendant (i) for alleged noncompliance (including by any predecessor) with any
Environmental Law or (ii) relating to the release into the environment of any
Hazardous Material, whether or not occurring at, on, under, or involving a site
owned, leased, or operated by any Republic Company or any of its Participation
Facilities, except for such Litigation pending or threatened that is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic.

(c) There is no Litigation pending, or to the Knowledge of Republic, threatened
before any court, governmental agency, or board, or other forum in which any of
its Loan Properties (or Republic in respect of such Loan Property) has been or,
with respect to threatened Litigation, may reasonably be expected to be named as
a defendant or potentially responsible party (i) for alleged noncompliance
(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Material, whether or not
occurring at, on, under, or involving a Loan Property, except for such
Litigation pending or threatened that is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic.

(d) To the Knowledge of Republic, there is no reasonable basis for any
Litigation of a type described in subsections (b) or (c), except such as is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic.

(e) To the Knowledge of Republic, during the period of (i) any Republic
Company's ownership or operation of any of their respective current properties,
(ii) any Republic Company's participation in the management of any Participation
Facility, or (iii) any Republic Company's holding of a security interest in a
Loan Property, there have been no releases of Hazardous Material in, on, under,
or affecting (or potentially affecting) such properties, except such as are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic. Prior to the period of (i) any Republic Company's ownership
or operation of any of their respective current properties, (ii) any Republic
Company's participation in the management of any Participation Facility, or
(iii) any Republic Company's holding of a security interest in a Loan Property,
to the Knowledge of Republic, there were no releases of Hazardous Material in,
on, under, or affecting any such property, Participation Facility, or Loan
Property, except such as are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Republic.

         5.11 COMPLIANCE WITH LAWS. Republic is duly registered as a bank
holding company under the BHC Act. Each Republic Company has in effect all
Permits necessary for it to own, lease, or operate its Material Assets and to
carry on its business as now conducted, except for those Permits the absence of
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Republic, and there has occurred no Default under any
such Permit, other than Defaults which are


                                      A-10

<PAGE>


not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Republic. None of the Republic Companies:

(a) is in violation of any Laws, Orders, or Permits applicable to its business
or employees conducting its business, except for violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic; and

(b) has received any notification or communication from any agency or department
of federal, state, or local government or any Regulatory Authority or the staff
thereof (i) asserting that any Republic Company is not in compliance with any of
the Laws or Orders which such governmental authority or Regulatory Authority
enforces, where such noncompliance is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Republic, (ii) threatening to
revoke any Permits, the revocation of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic, or
(iii) requiring any Republic Company (x) to enter into or consent to the
issuance of a cease and desist order, formal agreement, directive, commitment,
or memorandum of understanding, or (y) to adopt any Board resolution or similar
undertaking, which restricts materially the conduct of its business, or in any
Material manner relates to its capital adequacy, its credit or reserve policies,
its management, or the payment of dividends (and no Republic Company has entered
into, consented to or adopted any of the preceding). To Republic's Knowledge, no
grounds for any of the foregoing in this Section 5.11(b) exist.

         5.12 LABOR RELATIONS. No Republic Company is the subject of any
Litigation asserting that it or any other Republic Company has committed an
unfair labor practice (within the meaning of the National Labor Relations Act or
comparable state Law) or seeking to compel it or any other Republic Company to
bargain with any labor organization as to wages or conditions of employment, nor
is any Republic Company a party to or bound by any collective bargaining
agreement, Contract, or other agreement or understanding with a labor union or
labor organization, nor is there any strike or other labor dispute involving any
Republic Company, pending or, to the Knowledge of Republic, threatened, or to
the Knowledge of Republic, is there any activity involving any Republic
Company's employees seeking to certify a collective bargaining unit or engaging
in any other organization activity.

         5.13 EMPLOYEE BENEFIT PLANS.

(a) Republic has disclosed in Section 5.13 of the Republic Disclosure
Memorandum, and has delivered or made available to Buyer prior to the execution
of this Agreement correct and complete copies in each case of, all Republic
Benefit Plans, including, but not limited to, any trust instruments and
insurance contracts forming a part of any Republic Benefit Plans and all
amendments thereto. For purposes of this Agreement, "Republic Benefit Plans"
means all pension, retirement, profit-sharing, deferred compensation, stock
option, employee stock ownership, severance pay, vacation, bonus, or other
compensation or incentive plan, all other employee programs or agreements, all
medical, vision, dental, or other health plans, all life insurance plans, and
all other employee benefit plans or fringe benefit plans, including "employee
benefit plans" as that term is defined in Section 3(3) of ERISA maintained by,
sponsored in whole or in part by, or contributed to by, any Republic Company for
the benefit of employees, retirees, dependents, spouses, directors, independent
contractors, or other beneficiaries and under which employees, retirees,
dependents, spouses, directors, independent contractors, or other beneficiaries
are eligible to participate. Any of the Republic Benefit Plans which is an
"employee welfare benefit plan," as that term is defined in Section 3(l) of
ERISA, or an "employee pension benefit plan," as that term is defined in Section
3(2) of ERISA, is referred to herein as a "Republic ERISA Plan." Any Republic
ERISA Plan which is also subject to Section 412 of the Internal Revenue Code or
Section 302 of ERISA is referred to herein as a "Republic Pension Plan." Neither
Republic nor any Republic Company has an "obligation to contribute" (as defined
in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA Sections
4001(a)(3) and 3(37)(A)). Each "employee pension benefit plan," as defined in
Section 3(2) of ERISA, ever maintained by any Republic Company, that was
intended to qualify under Section 401(a) of the Internal Revenue Code is
disclosed as such in Section 5.13 of the Republic Disclosure Memorandum.


                                      A-11

<PAGE>


(b) Republic has delivered or made available to Buyer prior to the execution of
this Agreement correct and complete copies of the following documents: (i) all
trust agreements or other funding arrangements for such Republic Benefit Plans
(including insurance contracts), and all amendments thereto, (ii) with respect
to any such Republic Benefit Plans or amendments, all determination letters,
Material rulings, Material opinion letters, Material information letters, or
Material advisory opinions issued by the Internal Revenue Service, the United
States Department of Labor, or the Pension Benefit Guaranty Corporation after
December 31, 1994, (iii) annual reports or returns, audited or unaudited
financial statements, actuarial valuations and reports, and summary annual
reports prepared for any Republic Benefit Plan with respect to the most recent
plan year and (iv) the most recent summary plan descriptions and any Material
modifications thereto.

(c) All Republic Benefit Plans are in compliance with the applicable terms of
ERISA, the Internal Revenue Code, and any other applicable Laws, other than
instances of noncompliance which are not reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on Republic. Each Republic ERISA
Plan which is intended to be qualified under Section 401(a) of the Internal
Revenue Code has received a favorable determination letter from the Internal
Revenue Service, and Republic is not aware of any circumstances likely to result
in revocation of any such favorable determination letter or the loss of
qualification of such Republic Benefit Plan under Section 401(a) of the Internal
Revenue Code. Each trust created under any Republic ERISA Plan has been
determined to be exempt from Tax under Section 501(a) of the Internal Revenue
Code and Republic is not aware of any circumstance which will or could
reasonably result in revocation of such exemption. With respect to each Republic
Benefit Plan to the Knowledge of Republic, no event has occurred which will or
could reasonably give rise to a loss of any intended Tax consequences under the
Internal Revenue Code or to any Tax under Section 511 of the Internal Revenue
Code that is reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect on Republic. There is no Material pending or, to the
Knowledge of Republic, threatened Litigation relating to any Republic ERISA
Plan.

(d) No Republic Company has engaged in a transaction with respect to any
Republic Benefit Plan that, assuming the Taxable Period of such transaction
expired as of the date of this Agreement, would subject any Republic Company to
a tax or penalty imposed by either Section 4975 of the Internal Revenue Code or
Section 502(i) of ERISA in amounts which are reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic. Neither
Republic nor, any administrator or fiduciary of any Republic Benefit Plan (or
any agent of any of the foregoing) has engaged in any transaction, or acted or
failed to act in any manner with respect to any Republic Benefit Plan which
could subject Republic to any direct or indirect Liability (by indemnity or
otherwise) for breach of any fiduciary, co-fiduciary, or other duty under ERISA,
where such Liability, individually or in the aggregate, is reasonably likely to
have a Material Adverse Effect on Republic. No oral or written representation or
communication with respect to any aspect of the Republic Benefit Plans has been
made to employees of any Republic Company which is not in conformity with the
written or otherwise preexisting terms and provisions of such plans, where any
Liability resulting from such non-conformity is reasonably likely to have a
Material Adverse Effect on Republic. Each Republic ERISA Plan which is intended
to be part of a voluntary employees' beneficiary association within the meaning
of Section 501(c)(9) of the Internal Revenue Code has (i) received an opinion
letter from the Internal Revenue Service recognizing its exempt status under
Section 501(c)(9) of the Internal Revenue Code and (ii) filed a timely notice
with the Internal Revenue Service pursuant to Section 505(c) of the Internal
Revenue Code, and Republic is not aware of circumstances likely to result in the
loss of the exempt status of such Republic ERISA Plan under Section 501(c)(9) of
the Internal Revenue Code.

(e) No Republic Pension Plan has any "unfunded current liability," as that term
is defined in Section 302(d)(8)(A) of ERISA, and the fair market value of the
Assets of any such plan exceeds the plan's "benefit liabilities," as that term
is defined in Section 4001(a)(16) of ERISA, when determined under actuarial
factors that would apply if the plan terminated in accordance with all
applicable legal requirements. Since the date of the most recent actuarial
valuation, there has been (i) no Material change in the financial position or
funded status of any Republic Pension Plan, (ii) no change in the actuarial
assumptions with respect to any Republic Pension Plan, and (iii) no increase in
benefits under any Republic


                                      A-12


<PAGE>


Pension Plan as a result of plan amendments or changes in applicable Law, any of
which is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Republic. Neither any Republic Pension Plan nor any
"single-employer plan," within the meaning of Section 4001(a)(15) of ERISA,
currently maintained by any Republic Company, or the single-employer plan of any
entity which is considered one employer with Republic under Section 4001 of
ERISA or Section 414 of the Internal Revenue Code or Section 302 of ERISA
(whether or not waived) (a "Republic ERISA Affiliate") has an "accumulated
funding deficiency" within the meaning of Section 412 of the Internal Revenue
Code or Section 302 of ERISA and no Republic ERISA Affiliate has an outstanding
funding waiver. All required contributions with respect to an Republic Pension
Plan or any single-employer plan of an Republic ERISA Affiliate have been timely
made and there is no lien or expected to be a lien under Internal Revenue Code
Section 412(n) or ERISA Section 302(f) or Tax under Internal Revenue Code
Section 4971. No Republic Company has provided, or is required to provide,
security to an Republic Pension Plan or to any single-employer plan of an
Republic ERISA Affiliate pursuant to Section 401(a)(29) of the Internal Revenue
Code. All premiums required to be paid under ERISA Section 4006 have been timely
paid by Republic, except to the extent any failure to timely pay would not have
a Material Adverse Effect on Republic.

(f) No Liability under Title IV of ERISA has been or is expected to be incurred
by any Republic Company with respect to any defined benefit plan currently or
formerly maintained by any of them or by any Republic ERISA Affiliate that has
not been satisfied in full (other than Liability for Pension Benefit Guaranty
Corporation premiums, which have been paid when due, except for Liabilities
that, individually or in the aggregate, would not have a Material Adverse Effect
on Republic). Except as set forth in Section 5.13 of the Republic Disclosure
Memorandum, no notice of a "reportable event", within the meaning of Section
4043 of ERISA for which the 30-day reporting requirement has not been waived or
extended, other than pursuant to PBGC Reg. Section 4043.66, has been required to
be filed for any Republic Pension Plan or any Republic ERISA Affiliate within
the 12-month period ending on the date hereof.

(g) Except as set forth in Section 5.13 of the Republic Disclosure Memorandum,
no Republic Company has any obligations for retiree health and retiree life
benefits under any of the Republic Benefit Plans other than with respect to
benefit coverage mandated by applicable Law. Except as set forth in Section 5.13
of the Republic Disclosure Memorandum, the Republic Companies may amend or
terminate such Republic Benefit Plans without incurring any liability
thereunder.

(h) Except as set forth in Section 5.13 of the Republic Disclosure Memorandum,
there has been no amendment to, announcement by Republic or any Republic Company
relating to, or change in employee participation or coverage under, any Republic
Benefit Plan that would increase materially the expense of maintaining such
Republic Benefit Plan above the level of expense incurred therefor for the most
recent fiscal year. Except as disclosed in Section 5.13 of the Republic
Disclosure Memorandum, neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will (1) entitle any
employees of Republic or any of its Subsidiaries to severance pay or any
increase in severance pay upon any termination of employment prior to or after
the date hereof, (2) accelerate the time of payment or vesting or trigger any
payment or funding (through a grantor trust or otherwise) of compensation or
benefits under, increase the amount payable or trigger any other material
obligation pursuant to, any of the Republic Benefit Plans, (3) cause Republic to
record additional compensation expense on its income statement with respect to
any stock option or other equity award, or (4) result in any payments under any
of the Republic Benefit Plans which would not be deductible under Section 162(m)
or Section 280G of the Internal Revenue Code.

(i) The aggregate dollar amount to be paid immediately prior to the Effective
Time pursuant to paragraphs 1, 2, 6 and 7 of Section 7.2(b) of the Republic
Disclosure Memorandum will not exceed $20 million (excluding the cost of any
continuing obligations and excluding any payments resulting from compensating
any officer or director of Republic for any excise tax imposed by Section 4999
of the Internal Revenue Code or any interest or penalties that are incurred with
respect to such excise tax).

         5.14 MATERIAL CONTRACTS. Except as set forth in the Republic Disclosure
Memorandum and except for Contracts filed as exhibits to Republic's Form 10-K
for the fiscal year ended December 31,


                                      A-13

<PAGE>


1999 (or as an exhibit to another Republic SEC Report filed before the date of
this Agreement and which Contract has been identified to Buyer), as of the date
of this Agreement, none of the Republic Companies, nor any of their respective
Assets, businesses, or operations, is a party to, or is bound or affected by, or
receives benefits under, (i) any employment, severance, termination, consulting,
or retirement Contract providing for aggregate payments to any Person in any
calendar year in excess of $75,000, (ii) any Contract relating to the borrowing
of money by any Republic Company or the guarantee by any Republic Company of any
such obligation (other than Contracts evidencing deposit liabilities, purchases
of federal funds, fully-secured repurchase agreements, and Federal Home Loan
Bank advances of depository institution Subsidiaries, trade payables, and
Contracts relating to borrowings or guarantees made in the ordinary course of
business), (iii) any exclusive dealing Contract or other Contract that
materially limits the ability of any Republic Company to compete in any line of
business or with any Person or in any area or that would so limit its ability
(or the ability of the Surviving Corporation or any of its Affiliates) after the
Effective Time and (iv) any other Contract or amendment thereto that is a
"material contract" within the meaning of Item 601(b)(10) of the SEC's
regulation S-K (together with all Contracts referred to in Sections 5.9 and
5.13(a) of this Agreement, the "Republic Contracts"). With respect to each
Republic Contract: (i) the Contract is in full force and effect; (ii) no
Republic Company is in Default thereunder, other than Defaults which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Republic; (iii) no Republic Company has repudiated or waived any
Material provision of any such Contract; and (iv) no other party to any such
Contract is, to the Knowledge of Republic, in Default in any Material respect,
other than Defaults which are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Republic, or has repudiated or
waived any Material provision thereunder. Except for Federal Home Loan Bank
advances or as set forth in Section 5.14 of the Republic Disclosure Memorandum,
all of the indebtedness of any Republic Company for money borrowed is repayable
at any time by such Republic Company without penalty or premium.

         5.15 LEGAL PROCEEDINGS.

(a) There is no Litigation instituted or pending, or, to the Knowledge of
Republic, threatened against any Republic Company, or against any Asset,
interest, or right of any of them, that is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Republic, nor are
there any Orders of any Regulatory Authorities, other governmental authorities,
or arbitrators outstanding against any Republic Company, that are reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Republic.

(b) Section 5.15(b) of the Republic Disclosure Memorandum includes a summary
report of all Litigation as of the date of this Agreement to which any Republic
Company is a party and which names a Republic Company as a defendant or
cross-defendant.

         5.16 REPORTS. Since December 31, 1996, or the date of organization if
later, each Republic Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any Regulatory Authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Republic. As of their respective dates, each of such
reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all Material respects with all applicable Laws.

         5.17 STATEMENTS TRUE AND CORRECT. None of the information supplied or
to be supplied by any Republic Company or any Affiliate thereof regarding
Republic or such Affiliate for inclusion in the Registration Statement to be
filed by Buyer with the SEC will, when the Registration Statement becomes
effective, contain any untrue statement of a Material fact, or omit to state any
Material fact required to be stated thereunder or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. None of the information supplied or to be supplied by any
Republic Company or any Affiliate thereof for inclusion in the Proxy Statement
to be mailed to Republic's stockholders in connection with the Stockholders'
Meeting will, when first mailed to the stockholders of Republic, contain any
misstatement of Material fact, or omit to state any Material fact required to be
stated thereunder or necessary to make the statements therein, in light of the
circumstances


                                      A-14

<PAGE>


under which they were made, not misleading, or, in the case of the Proxy
Statement or any amendment thereof or supplement thereto, at the time of the
Stockholders' Meeting, omit to state any Material fact required to be stated
thereunder or necessary to correct any Material statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meeting. All documents that any Republic Company or any Affiliate
thereof is responsible for filing with any Regulatory Authority in connection
with the transactions contemplated hereby will comply as to form in all Material
respects with the provisions of applicable Law.

         5.18 TAX AND REGULATORY MATTERS. No Republic Company or any Affiliate
thereof has taken or agreed to take any action, and as of the date hereof
Republic has no Knowledge of any fact or circumstance that is reasonably likely
to (i) prevent the Merger from qualifying as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or
delay receipt of any Consents of Regulatory Authorities referred to in Section
9.1(b) of this Agreement. As of the date hereof, to the Knowledge of Republic
there exists no fact, circumstance, or reason why the requisite Consents
referred to in Section 9.1(b) of this Agreement cannot be received in a timely
manner.

         5.19 INTELLECTUAL PROPERTY. All of the Intellectual Property rights of
Republic and the Republic Subsidiaries are in full force and effect and, if
applicable, constitute legal, valid, and binding obligations of the respective
parties thereto, and there have not been, and, to the Knowledge of Republic,
there currently are not, any Defaults thereunder by Republic or a Republic
Subsidiary, where such Default is reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Republic. Republic or a Republic
Subsidiary owns or is the valid licensee of all such Intellectual Property
rights free and clear of all Liens or claims of infringement. Neither Republic
nor any of the Republic Subsidiaries nor, to the Knowledge of Republic, their
respective predecessors has infringed the Intellectual Property rights of others
and, to the Knowledge of Republic, none of the Intellectual Property rights as
used in the business conducted by Republic or the Republic Subsidiaries
infringes upon or otherwise violates the rights of any Person, nor has any
Person asserted a claim of such infringement. Except as disclosed in Section
5.19 of the Republic Disclosure Memorandum, neither Republic nor the Republic
Subsidiaries is obligated to pay any royalties to any Person with respect to any
such Intellectual Property. Republic or a Republic Subsidiary owns or has the
valid right to use all of the Intellectual Property rights which it is presently
using, or in connection with performance of any material Contract to which it is
a party. No officer, director, or employee of Republic or the Republic
Subsidiaries is party to any Contract which requires such officer, director, or
employee to assign any interest in any Intellectual Property or keep
confidential any trade secrets, proprietary data, customer information, or other
business information or, except as disclosed in Section 5.19 of the Republic
Disclosure Memorandum, which restricts or prohibits such officer, director, or
employee from engaging in activities competitive with any Person, including
Republic or any of the Republic Subsidiaries.

         5.20 STATE TAKEOVER LAWS. Each Republic Company has taken all necessary
action to exempt the transactions contemplated by this Agreement and the
Termination Fee Agreement from any applicable "moratorium," "control share,"
"fair price," "business combination," or other anti-takeover laws and
regulations of any state (collectively, "Takeover Laws") including Sections
607.0901 and 607.0902 of the FBCA.

         5.21 CHARTER PROVISIONS. Each Republic Company has taken all action so
that the entering into of this Agreement and the Termination Fee Agreement and
the consummation of the Merger and the other transactions contemplated by this
Agreement or the Termination Fee Agreement do not and will not result in the
grant of any rights to any Person under the Articles of Incorporation, Bylaws,
or other governing instruments of any Republic Company or restrict or impair the
ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise
the rights of a stockholder with respect to, shares of any Republic Company that
may be directly or indirectly acquired or controlled by it.

5.22 RIGHTS AGREEMENT. Republic has taken all necessary action (including, if
required, redeeming all of the outstanding stock purchase rights or amending or
terminating the Republic Rights Agreement) so that the entering into of this
Agreement and the Termination Fee Agreement, and


                                      A-15

<PAGE>


consummation of the Merger and the other transactions contemplated hereby and
thereby do not and will not result in any Person becoming able to exercise any
stock purchase rights under the Republic Rights Agreement or enabling or
requiring the stock purchase rights to be separated from the shares of Republic
Common Stock to which they are attached or to be triggered or to become
exercisable. Republic has approved the amendment to the Republic Rights
Agreement substantially in the form of Exhibit 2 hereto.

         5.23 DERIVATIVES. All interest rate swaps, caps, floors, option
agreements, futures and forward contracts, and other similar risk management
arrangements, whether entered into for Republic's own account, or for the
account of one or more of the Republic Subsidiaries or their customers, were
entered into (i) in accordance with prudent business practices and all
applicable Laws, and (ii) with counterparties believed to be financially
responsible.

         5.24 FAIRNESS OPINION. Republic has received an opinion of Sandler
O'Neill & Partners LP, dated as of the date of this Agreement, to the effect
that, in the opinion of such firm, the Exchange Ratio is fair, from a financial
point of view, to the stockholders of Republic.

         5.25 NO BROKERS. No action has been taken by Republic that would give
rise to any valid claim against any Party for a brokerage commission, finder's
fee or other like payment with respect to the transactions contemplated by this
Agreement other than the Contract with Sandler O'Neill & Partners LP, a copy of
which has been previously delivered to Buyer.

         5.26 REPUBLIC INDENTURE. No "Default" or "Event of Default" has
occurred under the Indenture (as defined in Section 9.2(f)), as such terms are
used in the Indenture.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to Republic as follows:

         6.1 ORGANIZATION, STANDING, AND POWER. Buyer is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
North Carolina. Following its formation, Newco will be a corporation duly
organized, validly existing and in good standing under the Laws of the State of
North Carolina. Buyer has, and Newco will have, the corporate power and
authority to carry on its business as now conducted and to own, lease, and
operate its Material Assets. Buyer is, and Newco will be, duly qualified or
licensed to transact business as a foreign corporation in good standing in the
States of the United States and foreign jurisdictions where the character of its
Assets or the nature or conduct of its business requires it to be so qualified
or licensed, except for such jurisdictions in which the failure to be so
qualified or licensed is not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Buyer.

         6.2 AUTHORITY; NO BREACH OF AGREEMENT.

(a) Buyer has, and Newco will have, the corporate power and authority necessary
to execute, deliver, and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated herein, including the Merger, have been duly and validly authorized
by all necessary corporate action in respect thereof on the part of Buyer and
will be duly and validly authorized by all necessary corporate action in respect
thereof on the part of Newco. This Agreement represents a legal, valid, and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, and upon its execution and delivery by Newco, this Agreement will
represent a legal, valid and binding obligation of Newco, enforceable against
Newco in accordance with its terms (except in all cases as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
receivership, conservatorship, moratorium, or similar Laws affecting the
enforcement of creditors' rights generally and except that the


                                      A-16

<PAGE>


availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding may
be brought).

(b) Neither the execution and delivery of this Agreement by Buyer or Newco, nor
the consummation by Buyer or Newco of the transactions contemplated hereby, nor
compliance by Buyer or Newco with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of Buyer's Articles of
Incorporation or By-laws or Newco's Articles of Incorporation or Bylaws, (ii)
constitute or result in a Default under, or require any Consent pursuant to, or
result in the creation of any Lien on any Asset of any Buyer Company under, any
Contract, Order or Permit of any Buyer Company, where such Default or Lien, or
any failure to obtain such Consent, is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on Buyer, or (iii) subject to
receipt of the requisite Consents referred to in Section 9.1(b) of this
Agreement, violate any Law or Order applicable to any Buyer Company or any of
their respective Material Assets.

(c) Other than in connection or compliance with the provisions of the Securities
Laws (including with respect to the listing on the New York Stock Exchange of
Buyer Common Stock to be issued in the Merger), applicable state corporate and
securities Laws, and rules of the NASD, and other than Consents required from
Regulatory Authorities, and other than notices to or filings with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Buyer, no
notice to, filing with, or Consent of, any public body or authority is necessary
for the consummation by Buyer or Newco of the Merger and the other transactions
contemplated in this Agreement.

         6.3 CAPITAL STOCK. The authorized capital stock of Buyer consists, as
of the date of this Agreement, of 1,000,000,000 shares of Buyer Common Stock, of
which not more than 204,000,000 (exclusive of treasury stock) shares were issued
and outstanding as of September 30, 2000, and 50,000,000 shares of preferred
stock, par value $5.00 per share, of Buyer, of which no shares were outstanding
as of September 30, 2000. All of the issued and outstanding shares of Buyer
Common Stock are, and all of the shares of Buyer Common Stock to be issued in
exchange for shares of Republic Common Stock upon consummation of the Merger,
when issued in accordance with the terms of this Agreement, will be, duly and
validly issued and outstanding and fully paid and nonassessable. None of the
outstanding shares of Buyer Common Stock has been, and none of the shares of
Buyer Common Stock to be issued in exchange for shares of Republic Common Stock
upon consummation of the Merger will be, issued in violation of any preemptive
rights of the current or past stockholders of Buyer.

         6.4 BUYER SUBSIDIARIES. Other than as is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Buyer, (i) Buyer
or one of its wholly owned Subsidiaries owns all of the issued and outstanding
shares of capital stock of each Buyer Subsidiary that is a "Significant
Subsidiary" (as such term is defined in Regulation S-X promulgated under the
1934 Act), (ii) no equity securities of any such Buyer Subsidiary are or may
become required to be issued (other than to Buyer or a wholly owned Buyer
Subsidiary) by reason of any Rights, (iii) there are no Contracts by which any
such Buyer Subsidiary is bound to issue (other than to Buyer or a wholly owned
Buyer Subsidiary) additional shares of its capital stock or Rights or by which
any such Buyer Company is or may be bound to transfer any shares of the capital
stock of any Buyer Subsidiary (other than to Buyer or a wholly owned Buyer
Subsidiary), (iv) there are no Contracts relating to the rights of any Buyer
Company to vote or to dispose of any shares of the capital stock of any such
Buyer Subsidiary and (v) all of the shares of capital stock of each such Buyer
Subsidiary held by a Buyer Company are fully paid and nonassessable (except
pursuant to 12 U.S.C. ss.55) and are owned by the Buyer Company free and clear
of any Lien. Each Buyer Subsidiary is duly organized, validly existing, and (to
the extent applicable) in good standing under the Laws of the jurisdiction in
which it is incorporated or organized, and has the corporate power and authority
necessary for it to own, lease, and operate its Assets and to carry on its
business as now conducted. Each Buyer Subsidiary is duly qualified or licensed
to transact business as a foreign corporation in good standing in the States of
the United States and foreign jurisdictions where the character of its Assets or
the nature or conduct of its business requires it to be so qualified or
licensed, except for such jurisdictions in which the


                                      A-17

<PAGE>


failure to be so qualified or licensed is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Buyer.

         6.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) Buyer has filed all of Buyer's SEC Documents required to be filed with the
SEC since January 1 of the second complete fiscal year preceding the date of
this Agreement (collectively, the "Buyer SEC Reports"). The Buyer SEC Reports
(i) at the time filed, complied in all Material respects with the applicable
requirements of the 1933 Act and the 1934 Act, as the case may be, and (ii) did
not at the time they were filed (or if amended or superseded by a filing prior
to the date of this Agreement, then on the date of such filing) contain any
untrue statement of a Material fact or omit to state a Material fact required to
be stated in such Buyer SEC Reports or necessary in order to make the statements
in such Buyer SEC Reports, in light of the circumstances under which they were
made, not misleading.

(b) Each of the Buyer Financial Statements (including, in each case, any related
notes) contained in the Buyer SEC Reports, including any Buyer SEC Reports filed
after the date of this Agreement until the Effective Time, complied or will
comply as to form in all Material respects with the applicable published rules
and regulations of the SEC with respect thereto, was or will be prepared in
accordance with GAAP applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes to such financial statements
or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC),
and fairly presented or will fairly present the consolidated financial position
of Buyer and its Subsidiaries as at the respective dates and the consolidated
results of its operations and cash flows for the periods indicated, except that
the unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which were not or are not expected to be Material
in amount or effect.

         6.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1999,
except as disclosed in the Buyer Financial Statements delivered prior to the
date of this Agreement, there have been no events, changes or occurrences which
have had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Buyer.

         6.7 COMPLIANCE WITH LAWS. Buyer is duly registered as a financial
holding company under the BHC Act. Each Buyer Company has in effect all Permits
necessary for it to own, lease, or operate its Material Assets and to carry on
its business as now conducted, except for those Permits the absence of which are
not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Buyer, and there has occurred no Default under any such
Permit, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Buyer. None of
the Buyer Companies:

(a) is in violation of any Laws, Orders, or Permits applicable to its business
or employees conducting its business, except for violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Buyer; and

(b) has received any notification or communication from any agency or department
of federal, state, or local government or any Regulatory Authority or the staff
thereof (i) asserting that any Buyer Company is not in compliance with any of
the Laws or Orders which such governmental authority or Regulatory Authority
enforces, where such noncompliance is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Buyer, (ii) threatening to revoke
any Permits, the revocation of which is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on Buyer, or (iii) requiring any
Buyer Company (x) to enter into or consent to the issuance of a cease and desist
order, formal agreement, directive, commitment, or memorandum of understanding,
or (y) to adopt any Board resolution or similar undertaking, which restricts
materially the conduct of its business, or in any manner relates to its capital
adequacy, its credit or reserve policies, its management, or the payment of
dividends (and no Buyer Company has entered into, consented to or adopted any of
the preceding). To Buyer's Knowledge, no grounds for any of the foregoing in
this Section 6.7(b) exist.


                                      A-18

<PAGE>


         6.8 LEGAL PROCEEDINGS. Other than as set forth in the Buyer SEC Reports
filed on or before the date of this Agreement, there is no Litigation instituted
or pending, or, to the Knowledge of Buyer, threatened against any Buyer Company,
or against any Asset, employee benefit plan, interest, or right of any of them,
that is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Buyer, nor are there any Orders of any Regulatory Authorities,
other governmental authorities, or arbitrators outstanding against any Buyer
Company, that are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Buyer.

         6.9 STATEMENTS TRUE AND CORRECT. None of the information supplied or to
be supplied by any Buyer Company or any Affiliate thereof regarding Buyer or
such Affiliate for inclusion in the Registration Statement to be filed by Buyer
with the SEC will, when the Registration Statement becomes effective, contain
any untrue statement of a Material fact, or omit to state any Material fact
required to be stated thereunder or necessary to make the statements therein not
misleading. None of the information supplied or to be supplied by any Buyer
Company or any Affiliate thereof for inclusion in the Proxy Statement to be
mailed to Republic's stockholders in connection with the Stockholders' Meeting,
will, when first mailed to the stockholders of Republic, contain any
misstatement of Material fact, or omit to state any Material fact required to be
stated thereunder or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of the
Proxy Statement or any amendment thereof or supplement thereto, at the time of
the Stockholders' Meeting, omit to state any Material fact required to be stated
thereunder or necessary to correct any Material statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meeting. All documents that any Buyer Company or any Affiliate
thereof is responsible for filing with any Regulatory Authority in connection
with the transactions contemplated hereby will comply as to form in all Material
respects with the provisions of applicable Law.

         6.10 TAX AND REGULATORY MATTERS. No Buyer Company or any Affiliate
thereof has taken or agreed to take any action, and as of the date hereof Buyer
has no Knowledge of any fact or circumstance that is reasonably likely to (i)
prevent the Merger from qualifying as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code, or (ii) materially impede or
delay receipt of any Consents of Regulatory Authorities referred to in Section
9.1(b) of this Agreement. As of the date hereof, to the Knowledge of Buyer there
exists no fact, circumstance, or reason why the requisite Consents referred to
in Section 9.1(b) of this Agreement cannot be received in a timely manner.

                                   ARTICLE 7
                    CONDUCT OF BUSINESS PENDING CONSUMMATION

         7.1 AFFIRMATIVE COVENANTS OF REPUBLIC. Unless the prior written consent
of Buyer shall have been obtained, and except as otherwise expressly
contemplated herein or set forth in Section 7.1 or Section 7.2 of the Republic
Disclosure Memorandum, Republic shall and shall cause each of its Subsidiaries
to (i) operate its business only in the usual, regular, and ordinary course,
(ii) preserve intact its business organization and Assets and maintain its
rights and franchises and(iii) use its reasonable efforts to maintain its
current employee relationships.

         7.2 NEGATIVE COVENANTS OF REPUBLIC. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
Republic covenants and agrees that, except as set forth in Section 7.2 of the
Republic Disclosure Memorandum, it will not do or agree or commit to do, or
permit any of its Subsidiaries to do or agree or commit to do, any of the
following without the prior written consent of Buyer, which consent shall not be
unreasonably withheld:

(a) amend the Articles of Incorporation, Bylaws, or other governing instruments
of any Republic Company, or

(b) incur, guarantee, or otherwise become responsible for, any additional debt
obligation or other obligation for borrowed money (other than indebtedness of a
Republic Company to Republic or wholly owned Republic Subsidiary) in excess of
an aggregate of $500,000 (for the Republic Companies on a


                                      A-19


<PAGE>


consolidated basis), except in the ordinary course of business consistent with
past practices (which shall include, for Republic Subsidiaries that are
depository institutions, creation of deposit liabilities, purchases of federal
funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and
entry into repurchase agreements fully secured by U.S. government or agency
securities, to the extent each are conducted in the ordinary course and
consistent with past practice), or impose, or suffer the imposition, on any
Asset of any Republic Company of any Material Lien or permit any such Material
Lien to exist (other than in connection with deposits, repurchase agreements,
bankers acceptances, "treasury tax and loan" accounts established in the
ordinary course of business consistent with past practice, the satisfaction of
legal requirements in the exercise of trust powers, and Liens in effect as of
the date hereof that are disclosed in the Republic Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges
in the ordinary course under employee benefit plans), directly or indirectly,
any shares, or any Rights with respect to any shares, of the capital stock of
any Republic Company, or make, declare, pay or set aside for payment any
dividend or other distribution in respect of any capital stock of any Republic
Company; provided that (i) Republic may (to the extent legally able to do so),
but shall not be obligated to, declare and pay regular quarterly cash dividends
on the Republic Common Stock in an amount per share not to exceed $.06 and (ii)
Republic Subsidiaries that are wholly owned by Republic or another wholly owned
Republic Subsidiary may pay dividends to Republic or such other wholly owned
Republic Subsidiary; and provided, further, that, notwithstanding the provisions
of Section 1.3 after December 31, 2000, the Board of directors of Republic shall
cause its regular quarterly dividend record dates and payment dates for Republic
Common Stock to be the same as Buyer's regular quarterly dividend record dates
and payment dates for Buyer's Common Stock, and Republic shall not thereafter
change its regular dividend payment dates and record dates (it being the
intention of the Parties hereto that holders of Republic Common Stock shall not
receive more than one dividend, or fail to receive one dividend, for any single
calendar quarter); or

(d) except for this Agreement or pursuant to the exercise of Rights outstanding
as of the date of this Agreement and pursuant to the terms thereof in existence
on the date of this Agreement, issue, sell, pledge, encumber, authorize the
issuance of, enter into any Contract to issue, sell, pledge, encumber, or
authorize the issuance of, or otherwise permit to become outstanding, any
additional shares of Republic Common Stock or any capital stock of any Republic
Company or any Rights with respect to any of the preceding (including any stock
appreciation right, and any option, warrant, conversion, or other right to
acquire any such stock, or any security convertible into any such stock); or

(e) adjust, split, combine, or reclassify any capital stock of any Republic
Company or issue or authorize the issuance of any other securities in respect of
or in substitution for shares of such capital stock, or sell, lease, mortgage,
or otherwise dispose of or otherwise encumber (i) any shares of capital stock of
any Republic Subsidiary (unless any such shares of stock are sold or otherwise
transferred to Republic or a wholly owned Republic Subsidiary) or (ii) any Asset
other than in the ordinary course of business consistent with past practice for
reasonable and adequate consideration; or

(f) except for purchases of U.S. Treasury securities or U.S. Government agency
securities, which in either case have maturities of three years or less,
purchase any securities or make any Material investment, either by purchase of
stock or securities, contributions to capital, Asset transfers, or purchase of
any Assets, in any Person other than a wholly-owned Republic Subsidiary, or
otherwise acquire direct or indirect control over any Person, other than in
connection with (i) foreclosures in the ordinary course of business, (ii)
acquisitions of control by a depository institution Subsidiary in its fiduciary
capacity, or (iii) the creation of new wholly-owned Subsidiaries organized to
conduct or continue activities otherwise permitted by this Agreement; or

(g) enter into or amend or renew any employment, consulting, severance or
similar Contract or arrangements with any director, officer, employee or
consultant of any Republic Company, or grant any salary or wage increase or
increase any employee benefit (including incentive or bonus payments), except
(i) for normal individual increases in compensation to employees in the ordinary
course of business consistent with past practice, (ii) for other changes that
are required by Law, (iii) as expressly provided in


                                      A-20

<PAGE>


Section 7.2 of the Republic Disclosure Memorandum, or (iv) for grants of awards
to newly hired employees consistent with past practice; or

(h) enter into, establish, adopt or amend (except (i) as may be required by Law,
(ii) as, in the opinion of counsel, is necessary or advisable to maintain the
tax qualified status of any of the following or (iii) as expressly provided in
Section 7.2 of the Republic Disclosure Memorandum) any pension, retirement,
stock option, stock purchase, savings, profit sharing, deferred compensation,
consulting, bonus, severance, group insurance or other employee benefit,
incentive or welfare contract, plan or arrangement, or any trust agreement (or
similar arrangement) related thereto, in respect of any director, officer,
employee or consultant of any Republic Company, or take any action to accelerate
the vesting or exercisability of stock options, restricted stock or other
compensation or benefits payable thereunder; or

(i) make or change any Material Tax election, change any Material annual Tax
accounting period, adopt or change any Material method of Tax accounting, enter
into any material closing agreement, settle any material Tax claim or
assessment, surrender or compromise any right to claim a material Tax refund,
consent to any extension or waiver of the limitations period applicable to any
material Tax claim or assessment, in each case, other than any of the foregoing
actions that (i) are not Material and which are taken in the ordinary and usual
course of business consistent with past practice or (ii) are required to conform
to changes in Tax Laws; or

(j) implement or adopt any change in its accounting principles, practices or
methods or systems of internal accounting controls, except as may be required to
conform to changes in regulatory accounting requirements or GAAP; or

(k) commence any Litigation (other than as necessary for the prudent operation
of its business or as Republic may deem necessary to enforce its rights under
this Agreement) or settle any Litigation (other than any Litigation involving
solely money damages in an amount, individually or in the aggregate for all such
settlements, that is not Material and that does not involve or create precedent
for claims, actions or proceedings that are reasonably likely to be Material; or

(l) except in the ordinary course of business, enter into, modify, amend, or
terminate any Material Contract or waive, release, compromise, or assign any
Material rights or claims; or

(m) knowingly take any action that is intended or is reasonably likely to result
in (i) any of its representations and warranties set forth in this Agreement
being or becoming untrue in any Material respect at any time at or prior to the
Effective Time, (ii) any of the conditions to the Merger set forth in Article 9
not being satisfied, (iii) a Material violation of any provision of this
Agreement or (iv) a delay in the Effective Time beyond the date set forth in
Section 10.1(e) of this Agreement, except, in each case, as may be required by
Law; or

(n) except as required by Law, (i) implement or adopt any Material change in its
interest rate and other risk management policies, procedures or practices; (ii)
fail to follow its existing policies or practices with respect to managing its
exposure to interest rate and other risk; or (iii) fail to use commercially
reasonable means to avoid any material increase in its aggregate exposure to
interest rate risk.

         7.3 NEGATIVE COVENANTS OF BUYER. From the date of this Agreement until
the earlier of the Effective Time or the termination of this Agreement, Buyer
covenants and agrees that it will not, or permit any of its Subsidiaries to,
without the prior written consent of Republic, which consent shall not be
unreasonably withheld, knowingly take any action that is intended or is
reasonably likely to result in (i) any of its representations and warranties set
forth in this Agreement being or becoming untrue in any Material respect at any
time at or prior to the Effective Time, (ii) any of the conditions to the Merger
set forth in Article 9 not being satisfied, (iii) a Material violation of any
provision of this Agreement or (iv) a delay in the Effective Time beyond the
date set forth in Section 10.1(e) of this Agreement; except, in each case, as
may be required by Law.


                                      A-21

<PAGE>


         7.4 ADVERSE CHANGES IN CONDITION. Each Party agrees to give written
notice promptly to the other Party upon becoming aware of the occurrence or
impending occurrence of any event or circumstance relating to it or any of its
Subsidiaries which (i) is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a
Material breach of any of its representations, warranties, or covenants
contained herein, and to use its reasonable efforts to prevent or promptly to
remedy the same.

         7.5 REPORTS. Each Party and its Subsidiaries shall file all reports
required to be filed by it with Regulatory Authorities between the date of this
Agreement and the Effective Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed. If financial statements are
contained in any such reports filed with the SEC, such financial statements will
fairly present the consolidated financial position of the entity filing such
statements as of the dates indicated and the consolidated results of operations,
changes in stockholders' equity, and cash flows for the periods then ended in
accordance with GAAP (subject in the case of interim financial statements to
normal recurring year-end adjustments that are not Material). As of their
respective dates, such reports filed with the SEC will comply in all Material
respects with the Securities Laws and will not contain any untrue statement of a
Material fact or omit to state a Material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Any financial statements contained
in any other reports to another Regulatory Authority shall be prepared in
accordance with Laws applicable to such reports.

                                   ARTICLE 8
                              ADDITIONAL AGREEMENTS

         8.1 REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL.
Buyer agrees to prepare the Registration Statement (including the Proxy
Statement and all related documents). Each of the Parties agrees to cooperate,
and to cause its Subsidiaries to cooperate, with the other, its counsel and its
accountants, in preparation of the Registration Statement and the Proxy
Statement; and provided that Republic and its Subsidiaries have cooperated as
required above, Buyer agrees to file the Registration Statement with the SEC as
soon as reasonably practicable. Each of the Parties shall use its reasonable
efforts to cause the Registration Statement to become effective under the 1933
Act as promptly as practicable after the filing thereof, and Buyer shall use its
reasonable efforts to take any action required to be taken under the applicable
state Blue Sky or securities Laws in connection with the issuance of the shares
of Buyer Common Stock upon consummation of the Merger. Republic shall furnish
all information concerning it, its directors and officers and the holders of its
capital stock as Buyer may reasonably request for inclusion in the Registration
Statement. Republic shall call and cause to be convened a Stockholders' Meeting,
to be held as soon as reasonably practicable after the Registration Statement is
declared effective by the SEC, for the purpose of voting upon approval of this
Agreement and such other related matters as it deems appropriate. In connection
with the Stockholders' Meeting, (i) the Board of Directors of Republic shall
recommend to its stockholders the approval of the matters submitted for
approval, and (ii) the Board of Directors and officers of Republic shall use
their reasonable efforts to obtain such stockholders' approval, provided that
Republic may withdraw, modify, or change in an adverse manner to Buyer its
recommendations if the Board of Directors of Republic, after having consulted
with and based upon the advice of outside counsel, determines in good faith that
the failure to so withdraw, modify, or change its recommendation could
reasonably constitute a breach of the fiduciary duties of Republic's Board of
Directors under applicable Law. In addition, nothing in this Section 8.1 or
elsewhere in this Agreement shall (i) prohibit accurate disclosure by Republic
of information that is required to be disclosed in the Registration Statement or
the Proxy Statement or in any other document required to be filed with the SEC
(including, without limitation, a Solicitation/Recommendation Statement on
Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law
or regulations or rules of the NASD or (ii) relieve Republic from its obligation
to call and convene the Stockholders' Meeting. Each of Buyer and Republic
further agrees that if it shall become aware prior to the Effective Time of any
information furnished by it that would cause any of the statements in the Proxy
Statement to be false or misleading with respect to any material fact, or to
omit to state any material fact necessary to make the statements therein not
false or


                                      A-22

<PAGE>


misleading, to promptly inform the other party thereof and to take the
necessary steps to correct the Proxy Statement.

         8.2 APPLICATIONS. Buyer and Republic and their respective Subsidiaries
shall promptly prepare and file, and cooperate with each other in the
preparation and, where appropriate, filing of, applications with all Regulatory
Authorities having jurisdiction over the transactions contemplated by this
Agreement seeking the requisite Consents necessary to consummate the
transactions contemplated by this Agreement. Each Party will have the right to
review in advance, and to the extent practicable each will consult with each
other, subject to applicable laws relating to the exchange of information, with
respect to all written information submitted to all Regulatory Authorities, and
will provide the other with copies of written communications received by it from
any Regulatory Authorities, in each case with respect to the transactions
contemplated hereby.

         8.3 FILINGS WITH STATE OFFICES. Upon the terms and subject to the
conditions of this Agreement, Buyer shall cause Newco to execute and file the
North Carolina Articles of Merger with the Secretary of State of the State of
North Carolina and the Florida Articles of Merger with the Secretary of State of
the State of Florida in connection with the Closing.

         8.4 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms and
conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws to consummate and make effective, as soon as
reasonably practicable after the date of this Agreement, the transactions
contemplated by this Agreement, including, without limitation, (i) using its
reasonable efforts to lift or rescind any Order adversely affecting its ability
to consummate the transactions contemplated herein and to cause to be satisfied
the conditions referred to in Article 9 of this Agreement and (ii) if necessary,
the filing of any amendments or supplements to the Registration Statement or
Proxy Statement or a resolicitation of proxies as a consequence of an
acquisition or business combination of Buyer or any of its Subsidiaries;
provided, that nothing herein shall preclude either Party from exercising its
rights under this Agreement. Each Party shall use, and shall cause each of its
Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or
desirable for the consummation of the transactions contemplated by this
Agreement. Each Party agrees, upon request, to furnish the other party with all
information concerning itself, its Subsidiaries, directors, officers and
stockholders and such other matters as may be necessary or advisable in
connection with any filing, notice or application by or on behalf of such other
Party with respect to any such Consent.

         8.5 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall keep the other Party advised
of all Material developments relevant to its business and to consummation of the
Merger and shall permit the other Party to make or cause to be made such
investigation of the business and properties of it and its Subsidiaries and of
their respective financial and legal conditions as the other Party reasonably
requests, provided that such investigation shall be reasonably related to the
transactions contemplated hereby and shall not interfere unnecessarily with
normal operations. No investigation by a Party shall affect the representations
and warranties of the other Party.

(b) Each Party shall, and shall cause its advisers and agents to, maintain the
confidentiality of all confidential information furnished to it by the other
Party concerning its and its Subsidiaries' businesses, operations, and financial
positions to the extent required by, and in accordance with, confidentiality
agreements between the Parties, and shall not use such information for any
purpose except in furtherance of the transactions contemplated by this
Agreement. If this Agreement is terminated prior to the Effective Time, each
Party shall promptly return or certify the destruction of all documents and
copies thereof, and all work papers containing confidential information received
from the other Party.

(c) Each Party agrees to give the other Party notice as soon as practicable
after any determination by it of any fact or occurrence relating to the other
Party which it has discovered through the course of its


                                      A-23

<PAGE>


investigation and which represents, or is reasonably likely to represent, either
a Material breach of any representation, warranty, covenant, or agreement of the
other Party or which has had or is reasonably likely to have a Material Adverse
Effect on the other Party; provided, however, that the giving of such notice
shall not be dispositive of the occurrence of such breach or a Material Adverse
Effect.

(d) Neither Party nor any of their respective Subsidiaries shall be required to
provide access to or to disclose information where such access or disclosure
would violate or prejudice the rights of its customers, jeopardize the
attorney-client or similar privilege with respect to such information or
contravene any Law, Order or Contract entered into prior to the date of this
Agreement. The Parties will use their reasonable efforts to make appropriate
substitute disclosure arrangements, to the extent practicable, in circumstances
in which the restrictions of the preceding sentence apply.

         8.6 PRESS RELEASES. Prior to the Effective Time, Buyer and Republic
shall consult with each other as to the form and substance of any press release
materially related to this Agreement or any other transaction contemplated
hereby; provided, that nothing in this Section 8.6 shall be deemed to prohibit
any Party from making any disclosure which its counsel deems necessary or
advisable in order to satisfy such Party's disclosure obligations imposed by Law
or by the rules of the New York Stock Exchange.

         8.7 CERTAIN ACTIONS. Except with respect to this Agreement and the
transactions contemplated hereby, no Republic Company nor any Affiliate thereof
nor any Representative thereof retained by any Republic Company shall, directly
or indirectly, initiate, solicit, encourage or knowingly facilitate (including
by way of furnishing information) any inquiries or the making of any Acquisition
Proposal. Notwithstanding anything herein to the contrary, Republic and its
Board of Directors shall be permitted (i) to the extent applicable, to comply
with Rule 14d-9 and Rule 14e-2 promulgated under the 1934 Act with regard to an
Acquisition Proposal, (ii) to engage in any discussions or negotiations with, or
provide any information to, any Person in response to an unsolicited bona fide
written Acquisition Proposal by any such Person, if and only to the extent that
(a) Republic's Board of Directors concludes in good faith and consistent with
its fiduciary duties to Republic's stockholders under applicable Law that such
Acquisition Proposal would reasonably be expected to result in a Superior
Proposal, (b) prior to providing any information or data to any Person in
connection with an Acquisition Proposal by any such Person, Republic's Board of
Directors receives from such Person an executed confidentiality agreement
containing terms at least as stringent as those contained in the Republic
Confidentiality Agreement, and (c) prior to providing any information or data to
any Person or entering into discussions or negotiations with any Person,
Republic's Board of Directors notifies Buyer promptly of such inquiries,
proposals, or offers received by, any such information requested from, or any
such discussions or negotiations sought to be initiated or continued with, any
of its Representatives indicating, in connection with such notice, the name of
such Person and the material terms and conditions of any inquiries, proposals or
offers. Republic agrees that it will, and will cause its officers, directors and
Representatives to, immediately cease and cause to be terminated any activities,
discussions, or negotiations existing as of the date of this Agreement with any
parties conducted heretofore with respect to any Acquisition Proposal. Republic
agrees that it will use reasonable best efforts to promptly inform its
directors, officers, key employees, agents, and Representatives of the
obligations undertaken in this Section 8.7. Nothing in this Section 8.7 shall
(i) permit Republic to terminate this Agreement (except as specifically provided
in Article 10 of this Agreement) or (ii) affect any other obligation of Buyer or
Republic under this Agreement.

         8.8 TAX TREATMENT. Each of the Parties undertakes and agrees to use its
reasonable efforts to cause the Merger, and to take no action which would cause
the Merger not, to qualify for treatment as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code for federal income tax
purposes.

         8.9 STATE TAKEOVER LAWS. Each Republic Company shall take all necessary
steps to exempt the transactions contemplated by this Agreement from, and if
necessary, the Parties shall challenge the validity or applicability of, any
applicable Takeover Laws.


                                      A-24

<PAGE>


         8.10 CHARTER PROVISIONS. Each Republic Company shall take all necessary
action to ensure that the entering into of this Agreement and the consummation
of the Merger and the other transactions contemplated hereby do not and will not
result in the grant of any rights to any Person under the Articles of
Incorporation, Bylaws, or other governing instruments of any Republic Company or
restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or
otherwise to exercise the rights of a stockholder with respect to, shares of any
Republic Company that may be directly or indirectly acquired or controlled by
it.

         8.11 RIGHTS AGREEMENT. Republic shall take all necessary action
(including, if required, redeeming all of the outstanding stock purchase rights
or amending or terminating the Republic Rights Agreement) so that the entering
into of this Agreement and consummation of the Merger and the other transactions
contemplated hereby do not and will not result in any Person becoming able to
exercise any stock purchase rights under the Republic Rights Agreement or
enabling or requiring the stock purchase rights to be separated from the shares
of Republic Common Stock to which they are attached or to be triggered or to
become exercisable. Republic shall use all reasonable efforts to enter into an
amendment to the Republic Rights Agreement as soon as practicable after the date
hereof (and in any event prior to the Effective Time) in substantially the form
of Exhibit 2.

         8.12 AGREEMENT OF AFFILIATES. Republic has disclosed in Section 8.12 of
the Republic Disclosure Memorandum each Person whom it reasonably believes may
be deemed an "affiliate" of Republic for purposes of Rule 145 under the 1933
Act. Republic shall use its reasonable efforts to cause each Person who may be
deemed to be an "affiliate" of Republic for purposes of Rule 145 under the 1933
Act as of the date of the Stockholders' Meeting to deliver to Buyer not later
than the Effective Time, a written agreement, in substantially the form of
Exhibit 3, providing that such Person will not sell, pledge, transfer, or
otherwise dispose of the shares of Republic Common Stock held by such Person
except as contemplated by such agreement or by this Agreement and will not sell,
pledge, transfer, or otherwise dispose of the shares of Buyer Common Stock to be
received by such Person upon consummation of the Merger except in compliance
with applicable provisions of the 1933 Act and the rules and regulations
thereunder. Shares of Buyer Common Stock issued to such affiliates of Republic
in exchange for shares of Republic Common Stock shall not be transferable,
regardless of whether each such affiliate has provided the written agreement
referred to in this Section 8.12 (and Buyer shall be entitled to place
restrictive legends upon certificates for shares of Buyer Common Stock issued to
affiliates of Republic pursuant to this Agreement to enforce the provisions of
this Section 8.12), except as provided herein. Buyer shall not be required to
maintain the effectiveness of the Registration Statement under the 1933 Act for
the purposes of resale of Buyer Common Stock by such affiliates.

         8.13 EMPLOYEE BENEFITS AND CONTRACTS. Following the Effective Time,
Buyer shall provide generally to officers and employees of the Republic
Companies, who at or after the Effective Time become employees of a Buyer
Company ("Continuing Employees"), employee benefits under employee benefit plans
(other than stock option or other plans involving the potential issuance of
Buyer Common Stock except as set forth in this Section 8.13), on terms and
conditions which when taken as a whole are substantially similar to those
currently provided by the Buyer Companies to their similarly situated officers
and employees. For purposes of participation and vesting (but not accrual of
benefits) under such employee benefit plans, (i) service under any qualified
defined benefit plans of any Republic Company or any of its predecessors shall
be treated as service under Buyer's qualified defined benefit plans, (ii)
service under any qualified defined contribution plans of any Republic Company
or any of its predecessors shall be treated as service under Buyer's qualified
defined contribution plans, and (iii) service under any other employee benefit
plans of any Republic Company or any of its predecessors shall be treated as
service under any similar employee benefit plans maintained by Buyer. Buyer
shall cause the Buyer welfare benefit plans that cover the Continuing Employees
after the Effective Time to (i) waive any waiting period and restrictions and
limitations for preexisting conditions or insurability (except for pre-existing
conditions that were excluded under Republic's welfare benefit plans), and (ii)
cause any deductible, co-insurance, or maximum out-of-pocket payments made by
the Continuing Employees under Republic's welfare benefit plans to be credited
to such Continuing Employees under the Buyer welfare benefit plans, so as to
reduce the amount of any deductible, co-insurance, or maximum out-of-pocket
payments payable by the


                                      A-25

<PAGE>


Continuing Employees under the Buyer welfare benefit plans. The continued
coverage of the Continuing Employees under the employee benefits plans
maintained by Republic and/or any Republic Subsidiary immediately prior to the
Effective Time during a transition period shall be deemed to provide the
Continuing Employees with benefits that are no less favorable than those offered
to other employees of Buyer and its Subsidiaries, provided that after the
Effective Time there is no Material reduction (determined on an overall basis)
in the benefits provided under the Republic employee benefit plans. Buyer shall
and shall cause Republic and its Subsidiaries to honor all employment,
severance, consulting, and other compensation Contracts disclosed in Sections
7.2 or 8.13 of the Republic Disclosure Memorandum to Buyer between any Republic
Company and any current or former director, officer, or employee thereof, and
all provisions for vested benefits or other vested amounts earned or accrued
through the Effective Time under the Republic Benefit Plans. Except as expressly
provided in this Section 8.13, nothing contained herein shall in any way limit
or restrict the ability of Buyer to amend, modify, or terminate any employee
benefit plan, including any Republic Benefit Plan, following the Effective Time.
Buyer shall be responsible for the fees related to the termination of the
Republic Benefit Plans.

         8.14 INDEMNIFICATION.

(a) From and after the Effective Time and for a period of six years thereafter,
Buyer shall indemnify, defend and hold harmless the present directors and
officers of the Republic Companies (each, an "Indemnified Party") against all
costs or expenses (including reasonable attorneys' fees), judgments, fines,
losses, claims, damages or liabilities (collectively, "Costs") incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of actions or
omissions occurring at or prior to the Effective Time (including, without
limitation, the transactions contemplated by this Agreement) to the fullest
extent that Republic is permitted to indemnify (and advance expenses to) its
directors and officers under the laws of the State of Florida, the Republic's
Articles of Incorporation and Republic's Bylaws as in effect on the date hereof;
provided that any determination required to be made with respect to whether an
officer's or director's conduct complies with the standards set forth under
Florida law, such Articles of Incorporation and such Bylaws shall be made by
independent counsel (which shall not be counsel that provides material services
to Buyer) selected by Buyer and reasonably acceptable to such officer or
director; and provided, further, that in the absence of applicable Florida
judicial precedent to the contrary, such counsel, in making such determination,
shall presume such officer's or director's conduct complied with such standard
and Buyer shall have the burden to demonstrate that such officer's or director's
conduct failed to comply with such standard. All rights to indemnification in
respect of any claim assertion or made within the six-year period referred to
above shall continue until the final disposition of such claim.

(b) For a period of three years from the Effective Time, Buyer shall use its
reasonable efforts to provide that portion of director's and officer's liability
insurance that serves to reimburse the present and former officers and directors
of Republic or any of its Subsidiaries (determined as of the Effective Time) (as
opposed to Republic) with respect to claims against such directors and officers
arising from facts or events which occurred before the Effective Time, which
insurance shall contain at least the same coverage and amounts, and contain
terms and conditions no less advantageous, as that coverage currently provided
by Republic; provided, however, that in no event shall Buyer be required to
expend more than 150 percent of the current amount expended by Republic (the
"Insurance Amount") to maintain or procure such directors and officers insurance
coverage; provided, further, that if Buyer is unable to maintain or obtain the
insurance called for by this Section 8.14(b), Buyer shall use its reasonable
best efforts to obtain as much comparable insurance as is available for the
Insurance Amount; provided, further, that officers and directors of Republic or
any Subsidiary may be required to make application and provide customary
representations and warranties to Buyer's insurance carrier for the purpose of
obtaining such insurance.

(c) Any Indemnified Party wishing to claim indemnification under Section
8.14(a), upon learning of any claim, action, suit, proceeding or investigation
described above, shall promptly notify Buyer thereof; provided that the failure
so to notify shall not affect the obligations of Buyer under Section 8.14(a)
unless and to the extent that Buyer is actually prejudiced as a result of such
failure.


                                      A-26

<PAGE>


(d) If Buyer or any of its successors or assigns shall consolidate with or merge
into any other Person and shall not be the continuing or surviving Person of
such consolidation or merger or shall transfer all or substantially all of its
Assets to any Person, then and in each case, proper provision shall be made so
that the successors and assigns of Buyer shall assume the obligations set forth
in this Section 8.14.

(e) The provisions of this Section 8.14 are intended to be for the benefit of
and shall be enforceable by, each Indemnified Party, his or her heirs and
representatives.

         8.15 EXEMPTION FROM LIABILITY UNDER SECTION 16(B). If Republic delivers
to Buyer in a timely fashion prior to the Effective Time accurate information
regarding those officers and directors of Republic subject to the reporting
requirements of Section 16(a) of the 1934 Act (the "Republic Insiders"), the
number of shares of Republic Common Stock held or to be held by each such
Republic Insider expected to be exchanged for the Buyer Common Stock in the
Merger, and the number and description of the options to purchase shares of
Republic Common Stock held by each such Republic Insider and expected to be
converted into options to purchase the Buyer Common Stock in the Merger, the
Board of Directors of Buyer, or a committee of non-employee directors thereof
(as such term is defined for purposes of Rule 16b-3(d) under the 1934 Act),
shall reasonably promptly thereafter, and in any event prior to the Effective
Time, adopt a resolution providing that the receipt by the Republic Insiders of
the Buyer Common Stock in exchange for shares of Republic Common Stock, and of
options to purchase shares of the Buyer Corporation Common Stock upon conversion
of options to purchase Republic Common Stock, in each case pursuant to the
transactions contemplated by this Agreement and to the extent such securities
are listed in the information provided by Republic, are approved by such Board
of Directors or by such committee thereof, and are intended to be exempt from
Liability pursuant to Section 16(b) of the 1934 Act, such that any such receipt
shall be so exempt. Republic shall take all such steps as may be required to
cause the transactions contemplated by Section 3.5 and any other dispositions of
Republic equity securities (including derivative securities) in connection with
this Agreement by each individual who is a director or officer of Republic to be
exempt under Rule 16b-3 promulgated under the 1934 Act.

         8.16 ASSUMPTION OF REPUBLIC DEBENTURES. Newco agrees to assume all
obligations under the Indenture, including executing any supplemental indenture
thereto.

         8.17 ACCOUNTANTS' LETTERS. Republic shall use its reasonable efforts to
cause to be delivered to Buyer, and to Buyer's directors and officers who sign
the Registration Statement, a letter of Ernst & Young LLP independent auditors
with respect to Republic, dated (i) the date on which the Registration Statement
shall become effective and (ii) a date shortly prior to the Effective Time, and
addressed to Buyer, and such directors and officers, in form and substance
customary for "comfort" letters delivered by independent accountants in
accordance with Statement of Accounting Standards No. 72.

         8.18 CERTAIN POLICIES. Prior to the Effective Time, Republic shall,
consistent with generally accepted accounting principles and on a basis mutually
satisfactory to it and Buyer, modify and change its loan, litigation and real
estate valuation policies and practices (including loan classifications and
levels of reserves) so as to be applied on a basis that is consistent with those
of Buyer; provided, however, that Republic shall not be obligated to take any
such action pursuant to this Section 8.18 unless and until Buyer acknowledges
that all conditions to its obligation to consummate the Merger have been
satisfied or waived and all rights to terminate this Agreement have been waived.

         8.19 LOCAL ADVISORY BOARD. From the Effective Time until the earlier of
time that (i) the Subsidiary Combination is consummated or (ii) Buyer otherwise
determines to replace the directors of Republic Security Bank, Buyer shall
permit the non-employee directors of Republic Security Bank as of the date of
this Agreement to continue as directors thereof. From the earlier of (i) and
(ii) in the preceding sentence, Buyer will cause Wachovia Bank, N.A. to create a
local advisory board for Palm Beach, Florida and to appoint to the advisory
board each such non-employee director who is willing to serve. The local
advisory board and each director's appointment will continue in accordance with
Wachovia Bank, N.A.'s customary practices for a minimum period of two years from
the Effective Time. From the Effective Time, each continuing member of Republic
Security Bank's Board of directors or of the advisory board shall


                                      A-27

<PAGE>


receive fees in accordance with Buyer's usually and customary practices, but in
no event less than $1,200 annually (with an appropriate reduction in fees for
unattended meetings). Service on the Board of Directors of Republic Security
Bank and the advisory board shall be treated as service with Buyer for purposes
of any Republic Rights outstanding at the Effective Time under Republic's 1991
Director Stock Option Plan, 1993 Director Stock Option Plan, 1997 Performance
Incentive Plan, or the plans of any company previously acquired by Republic.
Notwithstanding any other provision in this Section 8.19, Buyer shall not be
obligated to permit any person to continue as a director of Republic Security
Bank or to serve on the advisory board unless such director shall have exercised
on or prior to the Effective Time each of the options and warrants that are
beneficially owned by him or her and that would be in-the-money at the Effective
Time.

         8.20 AMENDMENT OF INDENTURE. As promptly as practicable after the date
hereof, Republic shall use reasonable efforts to amend the Indenture in such
manner as shall be necessary to permit either Buyer's counsel or Republic's
counsel to render the opinion contemplated by Section 9.1(g).

         8.21 FORMATION OF NEWCO. As soon as practicable following the date of
this Agreement, Buyer shall cause Newco to be duly organized as a wholly owned
subsidiary of Buyer and to become a party to this Agreement by executing and
delivering a supplement hereto.

         8.22 DEFEASANCE OF REPUBLIC SENIOR DEBENTURE. At the request of Buyer,
Republic agrees that it will use all reasonable efforts promptly to take each of
the actions contemplated by Section 11.05 of the Indenture, provided that
Republic is not required to make the deposit contemplated by Section 11.05(a) of
the Indenture unless Buyer has agreed (pursuant to an agreement reasonably
satisfactory to Republic) to lend Republic the funds necessary therefor on terms
that are substantially equivalent to the remaining terms of the Senior Debenture
except (1) the use of proceeds would be limited to making the deposit
contemplated by Section 11.05(a) of the Indenture and (2) the loan would need to
be repaid before any change in control of Republic.

                                   ARTICLE 9
                CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

         9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective obligations
of each Party to perform this Agreement and to consummate the Merger and the
other transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by both Parties pursuant to Section 11.6 of
this Agreement:

(a) STOCKHOLDER APPROVAL. The stockholders of Republic shall have approved this
Agreement, and the consummation of the transactions contemplated hereby,
including the Merger, as and to the extent required by Law and by the provisions
of any governing instruments.

(b) REGULATORY APPROVALS. All Consents of, filings and registrations with, and
notifications to, all Regulatory Authorities required for consummation of the
Merger shall have been obtained or made and shall be in full force and effect,
all waiting periods required by Law shall have expired and no such Consent shall
contain any conditions, restrictions or requirements which would, individually
or in the aggregate, have a Material Adverse Effect on Buyer or Republic.

(c) CONSENTS AND APPROVALS. Each Party shall have obtained any and all Consents
required for consummation of the Merger (other than those referred to in Section
9.1(b) of this Agreement) or for the preventing of any Default under any
Contract, Order or Permit of such Party which in the case of non-governmental
Consents, if not obtained or made, is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on such Party, and no such Consent
shall contain any conditions, restrictions or requirements which would,
individually or in the aggregate, have a Material Adverse Effect on Buyer or
Republic.


                                      A-28

<PAGE>


(d) LEGAL PROCEEDINGS. No court or governmental or Regulatory Authority of
competent jurisdiction shall have enacted, issued, promulgated, enforced, or
entered any Law or Order (whether temporary, preliminary, or permanent) or taken
any other action which prohibits, restricts, or makes illegal consummation of
the transactions contemplated by this Agreement.

(e) REGISTRATION STATEMENT. The Registration Statement shall be effective under
the 1933 Act, no stop order suspending the effectiveness of the Registration
Statement shall have been issued, no action, suit, proceeding, or investigation
by the SEC to suspend the effectiveness thereof shall have been initiated and be
continuing, and all necessary approvals under state securities Laws or the 1933
Act or 1934 Act relating to the issuance or trading of the shares of Buyer
Common Stock issuable pursuant to the Merger shall have been received.

(f) LISTING. The shares of Buyer Common Stock to be issued in the Merger shall
have been approved for listing on the New York Stock Exchange, subject to
official notice of issuance.

         9.2 CONDITIONS TO OBLIGATIONS OF BUYER AND NEWCO. The obligations of
Buyer and Newco to perform this Agreement and consummate the Merger and the
other transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by Buyer pursuant to Section 11.6(a) of this
Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this Section 9.2(a), the
accuracy of the representations and warranties of Republic set forth in this
Agreement shall be assessed as of the date of this Agreement and as of the
Effective Time with the same effect as though all such representations and
warranties had been made on and as of the Effective Time (provided that
representations and warranties which are confined to a specified date shall
speak only as of such date). The representations and warranties of Republic set
forth in Sections 5.3 and 5.26 of this Agreement shall be true and correct
(except for inaccuracies which are de minimis in amount). The representations
and warranties of Republic set forth in Sections 5.13(h), 5.13(i), 5.17, 5.20,
5.21, 5.22, 5.24, and 5.25 of this Agreement shall be true and correct in all
Material respects. There shall not exist inaccuracies in the representations and
warranties of Republic set forth in this Agreement (including the
representations and warranties set forth in Sections 5.3, 5.13(h), 5.13(i),
5.17, 5.20, 5.21, 5.22, 5.24, 5.25 and 5.26) such that the aggregate effect of
such inaccuracies has, or is reasonably likely to have, a Material Adverse
Effect on Republic; provided that, for purposes of this sentence only, those
representations and warranties which are qualified by references to "material, "
Material," "Material Adverse Effect," or variations thereof, or to the
"Knowledge" of Republic or to a matter being "known" by Republic shall be deemed
not to include such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of the agreements and
covenants of Republic to be performed and complied with pursuant to this
Agreement and the other agreements contemplated hereby prior to the Effective
Time shall have been duly performed and complied with in all Material respects.

(c) CERTIFICATES. Republic shall have delivered to Buyer (i) a certificate,
dated as of the Effective Time and signed on Republic's behalf by its duly
authorized officers, to the effect that the conditions set forth in Section
9.2(a) and 9.2(b) of this Agreement have been satisfied, and (ii) certified
copies of resolutions duly adopted by Republic's Board of Directors and
stockholders evidencing the taking of all corporate action necessary to
authorize the execution, delivery, and performance of this Agreement, and the
consummation of the transactions contemplated hereby, all in such reasonable
detail as Buyer and its counsel shall request.

(d) BUYER'S TAX OPINION. Buyer shall have received a written opinion from
Sullivan & Cromwell ("Buyer's Counsel"), in a form reasonably satisfactory to
Buyer ("Buyer's Tax Opinion"), dated the date of the Effective Time,
substantially to the effect that, (i) the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code, (ii) no gain or loss will be recognized by holders of Republic Common
Stock who exchange all of their Republic Common Stock solely for Buyer Common
Stock pursuant to the Merger (except with respect to any cash received in lieu
of a fractional share interest in Buyer Common Stock), (iii) the tax basis of
the Buyer Common Stock received by holders of Republic


                                      A-29

<PAGE>


Common Stock who exchange all of their Republic Common Stock solely for Buyer
Common Stock in the Merger will be the same as the tax basis of the Republic
Common Stock surrendered in exchange for the Buyer Common Stock (reduced by an
amount allocable to a fractional share interest in Buyer Common Stock for which
cash is received), and (iv) the holding period of the Buyer Common Stock
received by holders who exchange all of their Republic Common Stock solely for
Buyer Common Stock in the Merger will be the same as the holding period of the
Republic Common Stock surrendered in exchange thereof, provided that such
Republic Common Stock is held as a capital asset at the Effective Time. In
rendering Buyer's Tax Opinion, Buyer Counsel shall be entitled to rely upon
representations of officers of Republic and Buyer reasonably satisfactory in
form and substance to such counsel.

(e) EMPLOYMENT AGREEMENTS. The Employment Agreement entered into with Rudy E.
Schupp shall be in full force and effect (other than as a consequence of death
or disability). The Noncompetition Agreements entered into with the non-employee
directors of Republic shall be in full force and effect (other than as a
consequence of death or disability).

(f) INDENTURE. Either Buyer's Counsel (as defined in Section 9.2(d)) or
Republic's Counsel (as defined in Section 9.3(d)), or other counsel reasonably
acceptable to Buyer, shall have delivered, or shall be prepared to deliver, the
opinion contemplated by Section 11.05(d) of the Indenture, dated as of June 30,
1997 between First Palm Beach Bancorp, Inc. and The Bank of New York, as trustee
(the "Trustee"), relating to the 10.35% Senior Debentures due 2002 of Republic
(the "Indenture") in form satisfactory to the Trustee, and no event or
circumstance shall have occurred that would cause the conditions contained in
Section 11.05 of the Indenture to be not able to be satisfied as of the
Effective Time.

         9.3 CONDITIONS TO OBLIGATIONS OF REPUBLIC. The obligations of Republic
to perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following conditions,
unless waived by Republic pursuant to Section 11.6(b) of this Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this Section 9.3(a), the
accuracy of the representations and warranties of Buyer set forth in this
Agreement shall be assessed as of the date of this Agreement and as of the
Effective Time with the same effect as though all such representations and
warranties had been made on and as of the Effective Time (provided that
representations and warranties which are confined to a specified date shall
speak only as of such date). The representations and warranties of Buyer set
forth in Section 6.3 of this Agreement shall be true and correct (except for
inaccuracies which are de minimis in amount). The representations and warranties
of Buyer set forth in Section 6.9 of this Agreement shall be true and correct in
all Material respects. There shall not exist inaccuracies in the representations
and warranties of Buyer set forth in this Agreement (including the
representations and warranties set forth in Sections 6.3 and 6.9) such that the
aggregate effect of such inaccuracies has, or is reasonably likely to have, a
Material Adverse Effect on Buyer; provided that, for purposes of this sentence
only, those representations and warranties which are qualified by references to
"material," "Material," "Material Adverse Effect," or variations thereof, or to
the "Knowledge" of Buyer or to a matter being "known" by Buyer shall be deemed
not to include such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of the agreements and
covenants of Buyer to be performed and complied with pursuant to this Agreement
and the other agreements contemplated hereby prior to the Effective Time shall
have been duly performed and complied with in all Material respects.

(c) CERTIFICATES. Buyer shall have delivered to Republic (i) a certificate,
dated as of the Effective Time and signed on Buyer's behalf by its duly
authorized officers, to the effect that the conditions set forth in Section
9.3(a) and 9.3(b) of this Agreement have been satisfied, and (ii) certified
copies of resolutions duly adopted by Buyer's Board of Directors evidencing the
taking of all corporate action necessary to authorize the execution, delivery,
and performance of this Agreement, and the consummation of the transactions
contemplated hereby, all in such reasonable detail as Republic and its counsel
shall request.


                                      A-30

<PAGE>


(d) REPUBLIC'S TAX OPINION. Republic shall have received a written opinion from
Skadden, Arps, Slate, Meagher & Flom LLP ("Republic's Counsel"), in a form
reasonably satisfactory to Republic ("Republic's Tax Opinion"), dated the date
of the Effective Time, substantially to the effect that, on the basis of facts,
representations and assumptions set forth in such opinion which are consistent
with the state of facts existing at the Effective Time, the Merger will be
treated as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code. In rendering Republic's Tax Opinion, Republic's Counsel may
require and rely upon representations and covenants, including those contained
in certificates of Buyer, Republic, and others, reasonably satisfactory in form
and substance to Republic's Counsel.

                                   ARTICLE 10
                                   TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of this Agreement, and
notwithstanding the approval of this Agreement by the stockholders of Republic,
this Agreement may be terminated and the Merger abandoned at any time prior to
the Effective Time:

(a) By mutual consent of the Board of Directors of Buyer and the Board of
Directors of Republic; or

(b) By the Board of Directors of either Party (provided that the terminating
Party is not then in breach of any representation or warranty contained in this
Agreement under the applicable standard set forth in Section 9.2(a) of this
Agreement in the case of Republic and Section 9.3(a) of this Agreement in the
case of Buyer or in Material breach of any covenant or other agreement contained
in this Agreement) in the event of an inaccuracy of any representation or
warranty of the other Party contained in this Agreement which cannot be or has
not been cured within 30 days after the giving of written notice to the
breaching Party of such inaccuracy and which inaccuracy would provide the
terminating Party the ability to refuse to consummate the Merger under the
applicable standard set forth in Section 9.2(a) of this Agreement in the case of
Republic and Section 9.3(a) of this Agreement in the case of Buyer; or

(c) By the Board of Directors of either Party (provided that the terminating
Party is not then in breach of any representation or warranty contained in this
Agreement under the applicable standard set forth in Section 9.2(a) of this
Agreement in the case of Republic and Section 9.3(a) in the case of Buyer or in
Material breach of any covenant or other agreement contained in this Agreement)
in the event of a Material breach by the other Party of any covenant or
agreement contained in this Agreement which cannot be or has not been cured
within 30 days after the giving of written notice to the breaching Party of such
breach; or

(d) By the Board of Directors of either Party in the event (i) any Consent of
any Regulatory Authority required for consummation of the Merger and the other
transactions contemplated hereby shall have been denied by final nonappealable
action of such authority, or (ii) the stockholders of Republic fail to vote
their approval of the matters submitted for the approval by such stockholders at
the Stockholders' Meeting where the transactions were presented to such
stockholders for approval and voted upon; or

(e) By the Board of Directors of either Party in the event that the Merger shall
not have been consummated by June 30, 2001, if the failure to consummate the
transactions contemplated hereby on or before such date is not caused by any
breach of this Agreement by the Party electing to terminate pursuant to this
Section 10.1(e); or

(f) At any time prior to the Stockholders' Meeting, by the Board of Directors of
Buyer if the Board of Directors of Republic shall have failed to make its
recommendation referred to in Section 8.1, withdrawn such recommendation or
modified or changed such recommendation in a manner adverse in any respect to
the interests of Buyer.

10.2 EFFECT OF TERMINATION. In the event of the termination and abandonment of
this Agreement pursuant to Section 10.1 of this Agreement, this Agreement shall
become void and have no


                                      A-31

<PAGE>


effect, and none of Buyer, Republic, any of their respective Subsidiaries, or
any of the officers or directors of any of them, shall have any Liability of any
nature whatsoever hereunder or in conjunction with the transactions contemplated
hereby, except that (i) the provisions of Section 8.5(b), this Section 10.2,
Section 10.3, and Article 11 of this Agreement shall survive any such
termination and abandonment, and (ii) a termination of this Agreement shall not
relieve the breaching Party from Liability for an uncured willful breach of a
representation, warranty, covenant, or agreement of such Party contained in this
Agreement. The Termination Fee Agreement shall be governed by its terms as to
its termination.

         10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The respective
representations, warranties, obligations, covenants, and agreements of the
Parties shall not survive the Effective Time, except for those covenants and
agreements which by their terms apply in whole or in part after the Effective
Time.

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1 DEFINITIONS.

(a) Except as otherwise provided herein, the capitalized terms set forth below
shall have the following meanings:

"ACQUISITION PROPOSAL" with respect to a Party shall mean any tender offer or
exchange offer or any proposal for a merger, acquisition of all of the stock or
Assets of, or other business combination involving such Party or any of its
Subsidiaries or the acquisition of a substantial equity interest in, or a
substantial portion of the Assets of, such Party or any of its Subsidiaries.

"AFFILIATE" of a Person shall mean: (i) any other Person directly, or indirectly
through one or more intermediaries, controlling, controlled by or under common
control with such Person; (ii) any officer, director, partner, employer, or
direct or indirect beneficial owner of any 10% or greater equity or voting
interest of such Person; or (iii) any other Person for which a Person described
in clause (ii) acts in any such capacity.

"AGREEMENT" shall mean this Agreement and Plan of Merger, including the Exhibits
delivered pursuant hereto and incorporated herein by reference.

"ASSETS" of a Person shall mean all of the assets, properties, businesses, and
rights of such Person of every kind, nature, character, and description, whether
real, personal, or mixed, tangible or intangible, accrued or contingent, or
otherwise relating to or utilized in such Person's business, directly or
indirectly, in whole or in part, whether or not carried on the books and records
of such Person, and whether or not owned in the name of such Person or any
Affiliate of such Person and wherever located.

"AVERAGE CLOSING PRICE" shall mean the average of the daily closing prices of
Buyer Common Stock as reported on the New York Stock Exchange (as reported by
The Wall Street Journal or, if not reported thereby, another authoritative
source) for the fifteen consecutive trading days in which such shares are traded
on the New York Stock Exchange ending at the close of trading on the day
preceding the Effective Time. If the price of Buyer Common Stock is adjusted at
any time following the first day of such period and prior to the Effective Time
by reason of any action by Buyer of the nature described in the second sentence
of Section 3.2, then all prices preceding such adjustment shall themselves be
adjusted so as to be comparable with those following such adjustment.

"BHC ACT" shall mean the federal Bank Holding Company Act of 1956, as amended.

"BUYER COMPANIES" shall mean, collectively, Buyer and all Buyer Subsidiaries.


                                      A-32

<PAGE>


"BUYER CONFIDENTIALITY AGREEMENT" that certain Confidentiality Agreement, dated
October 25, 2000, by and between Buyer and Republic.

"BUYER FINANCIAL STATEMENTS" shall mean (i) the consolidated statements of
condition (including related notes and schedules, if any) of Buyer as of June
30, 2000 and as of December 31, 1999 and 1998, and the related statements of
income, changes in stockholders' equity, and cash flows (including related notes
and schedules, if any) for the six months ended June 30, 2000 and for each of
the three years ended December 31, 1999, 1998, and 1997, as filed by Buyer in
SEC Documents, and (ii) the consolidated statements of condition of Buyer
(including related notes and schedules, if any) and related statements of
income, changes in stockholders' equity, and cash flows (including related notes
and schedules, if any) included in SEC Documents filed with respect to periods
ended subsequent to June 30, 2000.

"BUYER SUBSIDIARIES" shall mean the Subsidiaries of Buyer.

"CONSENT" shall mean any consent, approval, authorization, clearance, exemption,
waiver, or similar affirmation by any Person pursuant to any Contract, Law,
Order, or Permit.

"CONTRACT" shall mean any written or oral agreement, arrangement, authorization,
commitment, contract, indenture, instrument, lease, obligation, plan, practice,
restriction, understanding, or undertaking of any kind or character, or other
document to which any Person is a party or that is binding on any Person or its
capital stock, Assets, or business.

"DEFAULT" shall mean (i) any breach or violation of or default under any
Contract, Order, or Permit, (ii) any occurrence of any event that with the
passage of time or the giving of notice or both would constitute a breach or
violation of or default under any Contract, Order, or Permit, or (iii) any
occurrence of any event that with or without the passage of time or the giving
of notice would give rise to a right to terminate or revoke, change the current
terms of, or renegotiate, or to accelerate, increase, or impose any Liability
under, any Contract, Order, or Permit.

"EMPLOYMENT AGREEMENT" means the employment agreement between Buyer and Rudy E.
Schupp dated the date of this Agreement and in the form provided by Buyer.

"ENVIRONMENTAL LAWS" shall mean all Laws relating to pollution or protection of
human health or the environment (including ambient air, surface water, ground
water, land surface, or subsurface strata) and which are administered,
interpreted, or enforced by the United States Environmental Protection Agency
and state and local agencies with jurisdiction over, and including common law in
respect of, pollution or protection of the environment, including the
Comprehensive Environmental Response Compensation and Liability Act, as amended,
42 U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act,
as amended, 42 U.S.C. 6901 et seq., and other Laws relating to emissions,
discharges, releases, or threatened releases of any Hazardous Material, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of any Hazardous Material.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"FBCA" shall mean the Florida 1989 Business Corporation Act.

"FLORIDA ARTICLES OF MERGER" shall mean the Articles of Merger executed by Newco
and filed with the Secretary of State of the State of Florida relating to the
Merger as contemplated by Section 1.1 of this Agreement.

"GAAP" shall mean generally accepted accounting principles, consistently applied
during the periods involved.

"HAZARDOUS MATERIAL" shall mean (i) any hazardous substance, hazardous material,
hazardous waste, regulated substance, or toxic substance (as those terms are
defined by any applicable Environmental Laws)


                                      A-33

<PAGE>


and (ii) any chemicals, pollutants, contaminants, petroleum, petroleum products,
or oil (and specifically shall include asbestos requiring abatement, removal, or
encapsulation pursuant to the requirements of governmental authorities and any
polychlorinated biphenyls).

"HSR ACT" shall mean Section 7A of the Clayton Act, as added by Title II of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations promulgated thereunder.

"INTELLECTUAL PROPERTY" shall mean copyrights, patents, trademarks, service
marks, service names, trade names, applications therefor, technology rights and
licenses, computer software (including any source or object codes therefor or
documentation relating thereto), trade secrets, franchises, know-how, inventions
and other intellectual property rights.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

"KNOWLEDGE" as used with respect to a Person (including references to such
Person being aware of a particular matter) shall mean the personal knowledge of
the chairman, president, or chief financial officer of such Person, after due
investigation.

"LAW" shall mean any code, law, ordinance, regulation, reporting or licensing
requirement, rule, or statute applicable to a Person or its Assets, Liabilities,
or business, including those promulgated, interpreted, or enforced by any
Regulatory Authority.

"LIABILITY" shall mean any direct or indirect, primary or secondary, liability,
indebtedness, obligation, penalty, cost, or expense (including costs of
investigation, collection, and defense), claim, deficiency, guaranty, or
endorsement of or by any Person (other than endorsements of notes, bills,
checks, and drafts presented for collection or deposit in the ordinary course of
business) of any type, whether accrued, absolute or contingent, liquidated or
unliquidated, matured or unmatured, or otherwise.

"LIEN" shall mean any conditional sale agreement, default of title, easement,
encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge,
reservation, restriction, security interest, title retention, or other security
arrangement, or any adverse right or interest, charge, or claim of any nature
whatsoever of, on, or with respect to any property or property interest, other
than (i) Liens for property Taxes not yet due and payable, and (ii) for
depository institution Subsidiaries of a Party, pledges to secure deposits, and
other Liens incurred in the ordinary course of the banking business.

"LITIGATION" shall mean any action, arbitration, cause of action, claim,
complaint, criminal prosecution, demand letter, governmental or other
examination or investigation, hearing, inquiry, administrative or other
proceeding, or notice (written or oral) by any Person alleging potential
Liability or requesting information relating to or affecting a Party, its
business, its Assets (including Contracts related to it), or the transactions
contemplated by this Agreement, but shall not include regular, periodic
examinations of depository institutions and their Affiliates by Regulatory
Authorities.

"LOAN PROPERTY" shall mean any property owned, leased, or operated by the Party
in question or by any of its Subsidiaries or in which such Party or Subsidiary
holds a security or other interest (including an interest in a fiduciary
capacity), and, where required by the context, includes the owner or operator of
such property, but only with respect to such property.

"MATERIAL" for purposes of this Agreement shall be determined in light of the
facts and circumstances of the matter in question; provided that any specific
monetary amount stated in this Agreement shall determine materiality in that
instance.

"MATERIAL ADVERSE EFFECT" on a Party shall mean an event, change, or occurrence
which, individually or together with any other event, change, or occurrence, has
a Material adverse impact on (i) the financial condition, results of operations,
or business of such Party and its Subsidiaries, taken as a whole, or (ii) the


                                      A-34


<PAGE>


ability of such Party to perform its obligations under this Agreement or to
consummate the Merger or the other transactions contemplated by this Agreement,
provided that "Material Adverse Effect" shall not be deemed to include the
impact of (a) changes in banking and similar Laws of general applicability or
interpretations thereof by courts or governmental authorities, (b) changes in
GAAP or regulatory accounting principles generally applicable to banks and their
holding companies, (c) actions and omissions of a Party (or any of its
Subsidiaries) taken with the prior informed written consent of the other Party
in contemplation of the transactions contemplated hereby, and (d) compliance
with the provisions of this Agreement (in accordance with its terms and
including, without limitation, the fees and expenses described in this Article
11) on the operating performance of the Parties.

"NASD" shall mean the National Association of Securities Dealers, Inc.

"NCBCA" shall mean the North Carolina Business Corporation Act.

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

"NONCOMPETITION AGREEMENTS" shall mean the noncompetition agreements between
Buyer and each of the non-employee directors of Republic, each dated the date of
this Agreement and in the form provided by Buyer.

"NORTH CAROLINA ARTICLES OF MERGER" shall mean the certificate of merger to be
executed by Newco and filed with the Secretary of State of the State of North
Carolina, relating to the Merger as contemplated by Section 1.1 of this
Agreement.

"ORDER" shall mean any administrative decision or award, decree, injunction,
judgment, order, quasi-judicial decision or award, ruling, or writ of any
federal, state, local, or foreign or other court, arbitrator, mediator,
tribunal, administrative agency, or Regulatory Authority.

"PARTICIPATION FACILITY" shall mean any facility or property in which the Party
in question or any of its Subsidiaries participates in the management, as such
term is defined in CERCLA (including, but not limited to, participating in a
fiduciary capacity), and, where required by the context, said term means the
owner or operator of such facility or property, but only with respect to such
facility or property.

"PARTY" shall mean either Republic or Buyer (and, where necessary or
appropriate, Newco), and "PARTIES" shall mean both Republic and Buyer (and,
where necessary or appropriate, Newco).

"PERMIT" shall mean any federal, state, local, and foreign governmental
approval, authorization, certificate, easement, filing, franchise, license,
notice, permit, or right to which any Person is a party or that is or may be
binding upon or inure to the benefit of any Person or its securities, Assets, or
business.

"PERSON" shall mean a natural person or any legal, commercial, or governmental
entity, such as, but not limited to, a corporation, general partnership, joint
venture, limited partnership, limited liability company, trust, business
association, group acting in concert, or any person acting in a representative
capacity.

"PROXY STATEMENT" shall mean the proxy statement used by Republic to solicit the
approval of its stockholders of the transactions contemplated by this Agreement,
which shall include the prospectus of Buyer relating to the issuance of the
Buyer Common Stock to holders of Republic Common Stock.

"REASONABLE EFFORTS" shall mean the reasonable best efforts of a Party, but
shall not require any Party to take any commercially unreasonable action.

"REGISTRATION STATEMENT" shall mean the Registration Statement on Form S-4, or
other appropriate form, including any pre-effective or post-effective amendments
or supplements thereto, filed with the SEC by


                                      A-35

<PAGE>


Buyer under the 1933 Act with respect to the shares of Buyer Common Stock to be
issued to the stockholders of Republic in connection with the transactions
contemplated by this Agreement.

"REGULATORY AUTHORITIES" shall mean, collectively, the Federal Trade Commission,
the United States Department of Justice, the Board of the Governors of the
Federal Reserve System, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Office of Thrift Supervision, all
state regulatory agencies having jurisdiction over the Parties and their
respective Subsidiaries, the NASD, and the SEC.

"REPRESENTATIVE" shall mean any investment banker, financial advisor, attorney,
accountant, consultant, or other representative of a Person.

"REPUBLIC COMMON STOCK" shall mean the $.01 par value common stock of Republic.

"REPUBLIC COMPANIES" shall mean, collectively, Republic and all Republic
Subsidiaries.

"REPUBLIC CONFIDENTIALITY AGREEMENT" shall mean that certain Confidentiality
Agreement, dated September 1, 2000 by, and between Republic and Wachovia.

"REPUBLIC DISCLOSURE MEMORANDUM" shall mean the written information entitled
"Republic Disclosure Memorandum" delivered prior to the execution of this
Agreement to Buyer describing in reasonable detail the matters contained therein
and, with respect to each disclosure made therein, specifically referencing each
Section or subsection of this Agreement under which such disclosure is being
made. The inclusion of any matter in this document shall not be deemed an
admission or otherwise to imply that any such matter is Material for purposes of
this Agreement.

"REPUBLIC FINANCIAL STATEMENTS" shall mean (i) the consolidated statements of
condition (including related notes and schedules, if any) of Republic as of June
30, 2000, and the related statements of income, changes in stockholders' equity,
and cash flows (including related notes and schedules, if any) for the six
months ended June 30, 2000, (ii) the consolidated statements of condition
(including related notes and schedules, if any) of Republic for each of the
three years ended December 31, 1999, 1998, and 1997, filed by Republic in SEC
documents and (iii) the consolidated statements of condition of Republic
(including related notes and schedules, if any) and related statement of income,
change in stockholders equity, and cash flows (including related notes and
schedules, if any) included in SEC Documents filed with respect to periods ended
subsequent to June 30, 2000.

"REPUBLIC PREFERRED STOCK" shall mean the $.01 par value preferred stock of
Republic.

"REPUBLIC RIGHTS AGREEMENT" shall mean the Rights Agreement by and between
Republic and IBJ Schroder Bank and Trust Company, dated as of April 14, 1995.

"REPUBLIC STOCK PLANS" shall mean the existing stock option and other
stock-based compensation plans of Republic, including, without limitation, the
stock option plans and programs of any Persons acquired by Republic or a
Republic Subsidiary.

"REPUBLIC SUBSIDIARIES" shall mean the Subsidiaries of Republic.

"RIGHTS" shall mean all arrangements, calls, commitments, Contracts, options,
rights to subscribe to, scrip, understandings, warrants, or other binding
obligations of any character whatsoever relating to (or the value of which is
wholly or partially derived from), or securities or rights convertible into or
exchangeable for, shares of the capital stock of a Person or by which a Person
is or may be bound to issue additional shares of its capital stock or other
Rights.

"SEC" shall mean the United States Securities and Exchange Commission.


                                      A-36

<PAGE>


"SEC DOCUMENTS" shall mean all forms, proxy statements, registration statements,
reports, schedules, and other documents filed, or required to be filed, by a
Party or any of its Subsidiaries with any Regulatory Authority pursuant to the
Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the Investment Company
Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, the
Trust Indenture Act of 1939, as amended, and the rules and regulations of any
Regulatory Authority promulgated thereunder.

"STOCKHOLDERS' MEETING" shall mean the meeting of the stockholders of Republic
to be held pursuant to Section 8.1 of this Agreement, including any adjournment
or adjournments thereof.

"SUBSIDIARIES" shall have the meaning ascribed to such term in Rule 1-02 of
Regulation S-X of the SEC; provided, there shall not be included any entity
acquired through foreclosure in the ordinary course of business or any entity
the equity securities of which are owned or controlled in a fiduciary capacity
in the ordinary course of business.

"SUPERIOR PROPOSAL" means, with respect to Republic, any written Acquisition
Proposal made by a Person other than Buyer which is for (i) (a) a merger,
reorganization, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution, or similar transaction involving
Republic as a result of which either (1) Republic's stock-holders prior to such
transaction (by virtue of their ownership of Republic's shares) in the aggregate
cease to own at least 50% of the voting securities of the entity surviving or
resulting from such transaction (or the ultimate parent entity thereof) or (2)
the individuals comprising the Board of Directors of Republic prior to such
transaction do not constitute a majority of the board of directors of such
ultimate parent entity, (b) a sale, lease, exchange, transfer, or other
disposition of at least 50% of the assets of Republic and its Subsidiaries,
taken as a whole, in a single transaction or a series of related transactions,
or (c) the acquisition, directly or indirectly, by a Person of beneficial
ownership of 50% or more of the common stock of Republic whether by merger,
consolidation, share exchange, business combination, tender, or exchange offer
or otherwise, and (ii) which is otherwise on terms which the Board of Directors
of Republic in good faith concludes (after consultation with its financial
advisors and outside counsel), taking into account, among other things, all
legal, financial, regulatory, and other aspects of the proposal (including the
impact of the exercise of the Termination Fee Agreement) and the Person making
the proposal, (a) would, if consummated, result in a transaction that is more
favorable to its stockholders (in their capacities as stockholders), from a
financial point of view, than the transactions contemplated by this Agreement,
and (b) is reasonably capable of being completed.

"SURVIVING CORPORATION" shall mean Newco as the surviving corporation resulting
from the Merger.

"TAX" OR "TAXES" shall mean all federal, state, local, and foreign taxes,
charges, fees, levies, imposts, duties, or other assessments, including income,
gross receipts, excise, employment, sales, use, transfer, license, payroll,
franchise, severance, stamp, occupation, windfall profits, environmental,
federal highway use, commercial rent, customs duties, capital stock, paid-up
capital, profits, withholding, Social Security, single business and
unemployment, disability, real property, personal property, registration, ad
valorem, value added, alternative or add-on minimum, estimated, or other tax or
governmental fee of any kind whatsoever, imposed or required to be withheld by
the United States or any state, local, or foreign government or subdivision or
agency thereof, including any interest, penalties, or additions thereto.

"TAXABLE PERIOD" shall mean any period prescribed by any governmental authority,
including the United States or any state, local, or foreign government or
subdivision or agency thereof for which a Tax Return is required to be filed or
Tax is required to be paid.

"TAX RETURN" shall mean any report, return, information return, or other
information required to be supplied to a taxing authority in connection with
Taxes, including any return of an affiliated or combined or unitary group that
includes a Party or its Subsidiaries.


                                      A-37


<PAGE>


"TERMINATION FEE AGREEMENT" means the letter agreement between Buyer and
Republic, dated the date of this Agreement and providing for the payment of a
fee by Republic under certain circumstances in connection with or following the
termination of this Agreement.

(b) The terms set forth below shall have the meanings ascribed thereto in the
referenced sections:

Closing                                         Section 1.2
Continuing Employees                            Section 8.13
Covered Parties                                 Section 8.13(b)
Effective Time                                  Section 1.3
Exchange Agent                                  Section 4.1
Exchange Ratio                                  Section 3.1(b)
Indemnified Parties                             Section 8.14(a)
Merger                                          Section 1.1
Buyer SEC Reports                               Section 6.5(a)
Buyer's Counsel                                 Section 9.2(d)
Buyer's Tax Opinion                             Section 9.2(d)
Republic Benefit Plans                          Section 5.13(a)
Republic Contracts                              Section 5.14
Republic ERISA Affiliate                        Section 5.13(e)
Republic ERISA Plan                             Section 5.13(a)
Republic Insiders                               Section 8.15
Republic Pension Plan                           Section 5.13(a)
Republic Rights                                 Section 3.5(a)
Republic SEC Reports                            Section 5.5(a)
Republic's Counsel                              Section 9.3(d)
Republic's Tax Opinion                          Section 9.3(d)
Takeover Laws                                   Section 5.20
Tax Opinion                                     Section 9.1(f)

(c) Any singular term in this Agreement shall be deemed to include the plural,
and any plural term the singular. Whenever the words "include," "includes," or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."

         11.2 EXPENSES.

(a) Except as otherwise provided in this Section 11.2, each of the Parties shall
bear and pay all direct costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, including filing,
registration, and application fees, printing fees, and fees and expenses of its
own financial or other consultants, investment bankers, accountants, and
counsel, except that Buyer shall bear and pay the filing fees payable in
connection with the Registration Statement and the Proxy Statement and that
Buyer and Republic each shall bear and pay one half of the printing costs
incurred in connection with the printing of the Registration Statement and the
Proxy Statement.

(b) Nothing contained in this Section 11.2 shall constitute or shall be deemed
to constitute liquidated damages for the willful breach by a Party of the terms
of this Agreement or otherwise limit the rights of the nonbreaching Party.

         11.3 WAIVER OF JURY TRIAL. Each Party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore each Party hereby irrevocably
and unconditionally waives any right such Party may have to a trial by jury in
respect of any litigation directly or indirectly arising out of or relating to
this Agreement, or the transactions contemplated by this Agreement. Each Party
certifies and acknowledges that (i) no Representative of the other Party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver, (ii) each Party
understands and has


                                      A-38

<PAGE>


considered the implications of this waiver, (iii) each Party makes this waiver
voluntarily, and (iv) each party has been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this Section
11.3.

         11.4 ENTIRE AGREEMENT. Except as otherwise expressly provided herein,
this Agreement (including the Republic Disclosure Memorandum) together with the
Republic Confidentiality Agreement, the Buyer Confidentiality Agreement and the
Termination Fee Agreement constitutes the entire agreement between the Parties
with respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral, which
shall remain in effect. Nothing in this Agreement expressed or implied, is
intended to confer upon any Person, other than the Parties or their respective
successors, any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, other than as provided in Sections 8.14 and 8.19 of this
Agreement and Section 7.2 of the Republic Disclosure Memorandum.

         11.5 AMENDMENTS. To the extent permitted by Law, this Agreement may be
amended by a subsequent writing signed by each of the Parties upon the approval
of the Boards of Directors of each of the Parties, whether before or after
stockholder approval of this Agreement has been obtained; provided, that the
provisions of this Agreement relating to the manner or basis in which shares of
Republic Common Stock will be exchanged for Buyer Common Stock shall not be
amended (except in accordance with Section 3.1(b) of this Agreement) after the
Stockholders' Meeting without the requisite approval of the holders of the
issued and outstanding shares of Republic Common Stock entitled to vote thereon.

         11.6 WAIVERS.

(a) Prior to or at the Effective Time, Buyer, acting through its Board of
Directors, chief executive officer, chief financial officer, or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by Republic, to waive or extend the time for the
compliance or fulfillment by Republic of any and all of its obligations under
this Agreement, and to waive any or all of the conditions precedent to the
obligations of Buyer under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of Buyer except
that any unfulfilled conditions shall be deemed to have been waived at the
Effective Time.

(b) Prior to or at the Effective Time, Republic, acting through its Board of
Directors, chief executive officer, chief financial officer, or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by Buyer, to waive or extend the time for the compliance
or fulfillment by Buyer of any and all of its obligations under this Agreement,
and to waive any or all of the conditions precedent to the obligations of
Republic under this Agreement, except any condition which, if not satisfied,
would result in the violation of any Law. No such waiver shall be effective
unless in writing signed by a duly authorized officer of Republic except that
any unfulfilled conditions shall be deemed to have been waived at the Effective
Time.

(c) The failure of any Party at any time or times to require performance of any
provision hereof shall in no manner affect the right of such Party at a later
time to enforce the same or any other provision of this Agreement. No waiver of
any condition or of the breach of any term contained in this Agreement in one or
more instances shall be deemed to be or construed as a further or continuing
waiver of such condition or breach or a waiver of any other condition or of the
breach of any other term of this Agreement.

         11.7 ASSIGNMENT. Except as expressly contemplated hereby, neither this
Agreement nor any of the rights, interests, or obligations hereunder shall be
assigned by any Party hereto (whether by operation of Law or otherwise) without
the prior written consent of the other Party. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by the Parties and their respective successors and assigns.


                                      A-39

<PAGE>


         11.8 NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:

Republic:                  REPUBLIC SECURITY FINANCIAL CORPORATION
                           450 S. Australian Avenue
                           West Palm Beach, Florida  33401
                           Telecopy Number:   (561) 650-2336
                           Attention:  Rudy E. Schupp
                                       Chairman, President, and Chief Executive
                                       Officer

Copy to Counsel:           SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                           Four Times Square
                           New York, New York  10036-6522
                           Telecopy Number:  (212) 735-2000
                           Attention:  William S. Rubenstein

Buyer:                     WACHOVIA CORPORATION
                           100 North Main Street
                           P.O. Box 3099
                           Winston-Salem, North Carolina  27150
                           Telecopy Number:  (336) 732-6630
                           Attention:  General Counsel

Copy to Counsel:           SULLIVAN & CROMWELL
                           125 Broad Street
                           New York, New York  10004
                           Telecopy Number:  (212) 558-3588
                           Attention:  Mark J. Menting

         11.9 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the Laws of the State of North Carolina, without regard to
any applicable principles of conflicts of Laws, except to the extent that the
Laws of the State of Florida relate to the consummation of the Merger.

         11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         11.11 CAPTIONS. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.

         11.12 INTERPRETATIONS. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against any Party, whether under
any rule of construction or otherwise. No Party to this Agreement shall be
considered the draftsman. The Parties acknowledge and agree that this Agreement
has been reviewed, negotiated, and accepted by all Parties and their attorneys
and shall be construed and interpreted according to the ordinary meaning of the
words used so as fairly to accomplish the purposes and intentions of the
Parties.

         11.13 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this


                                      A-40

<PAGE>


Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.


                                      A-41


<PAGE>


         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.

REPUBLIC SECURITY FINANCIAL CORPORATION



By: /s/ Alissa E. Ballot                    By:  /s/ Rudy E. Schupp
    -----------------------                      ---------------------
      Alissa E. Ballot                             Rudy E. Schupp
      Secretary                                    Chairman, President, and
                                                   Chief Executive Officer

[CORPORATE SEAL]


WACHOVIA CORPORATION


By: /s/ Stanhope A. Kelly
    -----------------------
      Stanhope A. Kelly
      Senior Executive Vice President


                                      A-42

<PAGE>


                                                                       Exhibit 1
                                                                       ---------


                             FORM OF PLAN OF MERGER


         PLAN OF MERGER (this "Plan") of Republic Security Financial
Corporation, a Florida corporation ("Republic"), ___________________, a North
Carolina Corporation ("Newco"), and Wachovia Corporation, a North Carolina
corporation ("Buyer").

                                   DEFINITIONS

         Certain Definitions. The following terms are used in this Plan with the
meanings set forth below:

         "Assets" of a Person shall mean all of the assets, properties,
businesses, and rights of such Person of every kind, nature, character, and
description, whether real, personal, or mixed, tangible or intangible, accrued
or contingent, or otherwise relating to or utilized in such Person's business,
directly or indirectly, in whole or in part, whether or not carried on the books
and records of such Person, and whether or not owned in the name of such Person
or any Affiliate of such Person and wherever located.

         "Average Closing Price" shall mean the average of the daily closing
prices of Buyer Common Stock as reported on the New York Stock Exchange (as
reported by The Wall Street Journal or, if not reported thereby, another
authoritative source) for the fifteen consecutive trading days in which such
shares are traded on the New York Stock Exchange ending at the close of trading
on the day preceding the Effective Time. If the price of Buyer Common Stock is
adjusted at any time following the first day of such period and prior to the
Effective Time by reason of any action by Buyer of the nature described in the
second sentence of Section 3.2, then all prices preceding such adjustment shall
themselves be adjusted so as to be comparable with those following such
adjustment.

         "Buyer" shall have the meaning set forth in the preamble of this Plan.

         "Buyer Common Stock" shall have the meaning set forth in Section 3.1(b)
of this Plan.

         "Buyer Companies" means, collectively, Buyer and all Buyer
Subsidiaries.

         "Closing" shall have the meaning set forth in Section 1.2 of this Plan.

         "Exchange Ratio" shall have the meaning set forth in Section 3.1 of
this Plan.

         "Effective Time" shall have the meaning set forth in Section 1.3 of
this Plan.

         "Exchange Agent" shall have the meaning set forth in Section 4.1 of
this Plan.

         "FBCA" means the Florida Business Corporation Act.

         "Law" shall mean any code, law, ordinance, regulation, reporting or
licensing requirement, rule, or statute applicable to a Person or its Assets,
Liabilities, or business, including those promulgated, interpreted, or enforced
by any Regulatory Authority.

         "Liability" shall mean any direct or indirect, primary or secondary,
liability, indebtedness, obligation, penalty, cost, or expense (including costs
of investigation, collection, and defense), claim, deficiency, guaranty, or
endorsement of or by any Person (other than endorsements of notes, bills,
checks, and drafts presented for collection or deposit in the ordinary course of
business) of any type, whether accrued, absolute or contingent, liquidated or
unliquidated, matured or unmatured, or otherwise.

         "Maximum Exchange Ratio" shall have the meaning set forth in Section
3.1 of this Plan.


                                      A-43

<PAGE>


         "Merger" shall have the meaning set forth in Section 1.1 of this Plan.

         "Merger Agreement" means the Agreement and Plan of Merger, dated as of
October 29, 2000, by and between Republic and Buyer.

         "Minimum Exchange Ratio" shall have the meaning set forth in Section
3.1 of this Plan.

         "Newco" shall have the meaning set forth in the preamble of this Plan.

         "NCBCA" means the North Carolina Business Corporation Act.

         "Party" shall mean either Republic or Buyer (and, where necessary or
appropriate, Newco), and "Parties" shall mean both Republic and Buyer (and,
where necessary or appropriate, Newco).

         "Person" shall mean a natural person or any legal, commercial, or
governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability company,
trust, business association, group acting in concert, or any person acting in a
representative capacity.

         "Regulatory Authorities" shall mean, collectively, the Federal Trade
Commission, the United States Department of Justice, the Board of the Governors
of the Federal Reserve System, the Office of the Comptroller of the Currency,
the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, all
state regulatory agencies having jurisdiction over the Parties and their
respective Subsidiaries, the NASD, and the SEC.

         "Republic" shall have the meaning set forth in the preamble to this
Plan.

         "Republic Common Stock" means the $0.01 par value common stock of
Republic.

         "Republic Companies" means, collectively, Republic and all Republic
Subsidiaries.

         "Republic Rights" shall have the meaning set forth is Section 3.5 of
this Plan.

         "Republic Stock Plans" means the existing stock option and other
stock-based compensation plans of Republic, including, without limitation, the
stock option plans and programs of any Person acquired by Republic or a Republic
Subsidiary.

         "Subsidiaries" shall have the meaning ascribed to such term in Rule
1-02 of the Securities and Exchange Commission's Regulation S-X; provided, there
shall not be included any entity acquired through foreclosure in the ordinary
course of business or any entity the equity securities of which are owned or
controlled in a fiduciary capacity in the ordinary course of business.

         "Surviving Corporation" means Buyer, as the surviving corporation
resulting from the Merger.

                                   ARTICLE 1
                        TRANSACTIONS AND TERMS OF MERGER

         1.1 MERGER. Subject to the terms and conditions of this Plan, at the
Effective Time, Republic shall be merged with and into Newco in accordance with
the provisions of Section 607.1107 of the FBCA and Section 55-11-07 of the NCBCA
and with the effect provided in Section 607.1106 of the FBCA and Section
55-11-06 of the NCBCA, respectively (the "Merger"). Newco shall be the Surviving
Corporation resulting from the Merger and shall continue to be governed by the
Laws of the State of North


                                      A-44


<PAGE>


Carolina. The Merger shall be consummated pursuant to the terms of this Plan,
which has been approved and adopted by the respective Boards of Directors of
Republic, Newco and Buyer.

         1.2 TIME AND PLACE OF CLOSING. The consummation of the Merger (the
"Closing") shall take place at 6:00 P.M. on the date that the Effective Time
occurs (or the immediately preceding day if the Effective Time is earlier than
9:00 A.M.), or at such other time as the Parties, acting through their duly
authorized officers, may mutually agree. The place of Closing shall be at such
location as may be mutually agreed upon by the Parties.

         1.3 EFFECTIVE TIME. The Merger and the other transactions contemplated
by this Plan shall become effective on the date and at the time the Florida
Articles of Merger reflecting the Merger shall become effective with the
Secretary of State of the State of Florida and the North Carolina Certificate of
Merger reflecting the Merger shall become effective with the Secretary of State
of the State of North Carolina (the "Effective Time"). Subject to the terms and
conditions hereof, unless otherwise mutually agreed upon by the duly authorized
officers of each Party, the Parties shall use their reasonable efforts to cause
the Effective Time to occur on such date as may be designated by Buyer within
the fifth business day to occur after the last of the conditions set forth in
Article 5 (other than the conditions relating to items to be delivered on the
day of the Closing) shall have been satisfied or waived in accordance with the
terms of this Plan (or, at the election of Buyer, on the first business day of
the month immediately succeeding the month in which such day occurs).


                                   ARTICLE 2
                                 TERMS OF MERGER

         2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of Newco
in effect immediately prior to the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation after the Effective Time until
otherwise amended or repealed.

         2.2 BYLAWS. The Bylaws of Newco in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation after the
Effective Time until otherwise amended or repealed.

         2.3 DIRECTORS AND OFFICERS. The directors of Newco in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the directors of the Surviving
Corporation from and after the Effective Time in accordance with the Bylaws of
the Surviving Corporation. The officers of Newco in office immediately prior to
the Effective Time, together with such additional persons as may thereafter be
elected, shall serve as the officers of the Surviving Corporation from and after
the Effective Time in accordance with the Bylaws of the Surviving Corporation.


                                   ARTICLE 3
                           MANNER OF CONVERTING SHARES

         3.1 CONVERSION OF SHARES. Subject to the provisions of this Article 3,
at the Effective Time, by virtue of the Merger and without any action on the
part of Buyer, Newco or Republic, or the stockholders of any of the foregoing,
the shares of the constituent corporations shall be converted as follows:

(a) Each share of Newco Common Stock issued and outstanding immediately prior to
the Effective Time shall remain issued and outstanding from and after the
Effective Time.


                                      A-45

<PAGE>


(b) Each share of Republic Common Stock (including any associated stock purchase
rights but excluding shares held by any Republic Company or any Buyer Company,
in each case other than in a fiduciary capacity or as a result of debts
previously contracted) issued and outstanding at the Effective Time shall cease
to be outstanding and shall by virtue of the Merger Agreement and without any
action on the part of the holder thereof, be converted into and exchangeable for
the number of shares (the "Exchange Ratio") of the common stock, par value $5.00
per share of Buyer ("Buyer Common Stock"), rounded to the nearest ten-thousandth
of a share, determined by dividing 7.00 by the Average Closing Price; provided
that (i) if the Average Closing Price is equal to or greater than $56.2375, the
Exchange Ratio shall be .1245 (the "Minimum Exchange Ratio") and (ii) if the
Average Closing Price is equal to or less than $46.0125, the Exchange Ratio
shall be .1521 (the "Maximum Exchange Ratio").

         3.2 ANTI-DILUTION PROVISIONS. In the event Republic changes the number
of shares of Republic Common Stock issued and outstanding prior to the Effective
Time as a result of a stock split, stock dividend, or similar recapitalization
with respect to such stock, the Exchange Ratio, the Minimum Exchange Ratio and
the Maximum Exchange Ratio shall be proportionately adjusted. In the event Buyer
changes the number of shares of Buyer Common Stock issued and outstanding prior
to the Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in the
case of a stock dividend) or the effective date thereof (in the case of a stock
split or similar recapitalization for which a record date is not established)
shall be prior to the Effective Time, the formula for calculating the Minimum
Exchange Ratio and the Maximum Exchange Ratio shall be adjusted appropriately.

         3.3 SHARES HELD BY REPUBLIC OR BUYER. Each of the shares of Republic
Common Stock held by any Republic Company or by any Buyer Company, in each case
other than in a fiduciary capacity or as a result of debts previously
contracted, shall be cancelled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.

         3.4 FRACTIONAL SHARES. Notwithstanding any other provision of this
Plan, each holder of shares of Republic Common Stock exchanged pursuant to the
Merger who would otherwise have been entitled to receive a fraction of a share
of Buyer Common Stock (after taking into account all certificates delivered by
such holder) shall receive, in lieu thereof, cash (without interest) in an
amount equal to a fractional part of a share of Buyer Common Stock multiplied by
the market value of one share of Buyer Common Stock at the Effective Time. The
market value of one share of Buyer Common Stock at the Effective Time shall be
the closing price of Buyer Common Stock on the New York Stock Exchange (as
reported by The Wall Street Journal or, if not reported thereby, any other
authoritative source selected by Buyer) on the last trading day preceding the
Effective Time. No such holder will be entitled to dividends, voting rights, or
any other rights as a stockholder in respect of any fractional shares.

         3.5 CONVERSION OF STOCK RIGHTS.

(a) Except as provided in Section 3.5(d), at the Effective Time, each award,
option, or other right to purchase or acquire shares of Republic Common Stock
pursuant to stock options, stock appreciation rights ("SAR's"), or stock awards
and awards or other rights the value of which is determined by reference to the
value of shares of Republic Common Stock ("Republic Rights"), in each case
granted by Republic under the Republic Stock Plans, which are outstanding at the
Effective Time, whether or not exercisable, shall be converted into and become
rights with respect to Buyer Common Stock, and Buyer shall assume each Republic
Right, in accordance with the terms of the Republic Stock Plan and stock option
agreement by which it is evidenced, except that from and after the Effective
Time, (i) Buyer and its Compensation Committee shall be substituted for Republic
and the Committee of Republic's Board of Directors (including, if applicable,
the entire Board of Directors of Republic) administering such Republic Stock
Plan, (ii) each Republic Right assumed by Buyer may be exercised solely for
shares of Buyer Common Stock (or cash in the case of stock appreciation rights),
(iii) the number of shares of Buyer Common Stock subject to such Republic Right
shall be equal to the number of shares of Republic Common Stock subject to such
Republic Right immediately prior to the Effective Time multiplied by the
Exchange Ratio and rounding down to the nearest whole share, and (iv) the per
share exercise price (or similar threshold price,


                                      A-46

<PAGE>


in the case of stock awards) under each such Republic Right shall be adjusted by
dividing the per share exercise (or threshold) price under each such Republic
Right by the Exchange Ratio and rounding up to the nearest cent. In addition,
notwithstanding the provisions of clauses (iii) and (iv) of the first sentence
of this Section 3.5(a), each Republic Right which is an "incentive stock option"
shall be adjusted as required by Section 424 of the Internal Revenue Code and
the regulations promulgated thereunder, so as not to constitute a modification,
extension, or renewal of the option, within the meaning of Section 424(h) of the
Internal Revenue Code. At or prior to the Effective Time, Republic shall take
all action, if any, necessary with respect to the Republic Stock Plans to permit
the foregoing provisions of this Section 3.5(a) and the proviso to the first
sentence of Section 3.5(b).

(b) At the Effective Time, Buyer shall assume the Republic Stock Plans; provided
that such assumption shall be only in respect of the Republic Rights assumed
pursuant to Section 3.5(a) and that Buyer shall have no obligation to make any
additional grants or awards under assumed Republic Stock Plans.


                                   ARTICLE 4
                               EXCHANGE OF SHARES

         4.1 EXCHANGE PROCEDURES. Promptly after the Effective Time, Buyer and
Republic shall cause EquiServe Trust Company, N.A. or another exchange agent
selected by Buyer (the "Exchange Agent") to mail to the former stockholders of
Republic appropriate transmittal materials (which shall specify that delivery
shall be effected, and risk of loss and title to the certificates theretofore
representing shares of Republic Common Stock shall pass, only upon proper
delivery of such certificates to the Exchange Agent). The Exchange Agent may
establish reasonable and customary rules and procedures in connection with its
duties. After the Effective Time, each holder of shares of Republic Common Stock
(other than shares to be canceled pursuant to Section 3.3 of this Plan) issued
and outstanding at the Effective Time promptly upon surrender of the certificate
or certificates representing such shares to the Exchange Agent, together with
properly completed transmittal materials, shall receive in exchange therefor the
consideration provided in Section 3.1 of this Plan, together with all
undelivered dividends and other distributions in respect of such shares (without
interest thereon) pursuant to Section 4.2 of this Plan. To the extent required
by Section 3.4 of this Plan, each holder of shares of Republic Common Stock
issued and outstanding at the Effective Time also shall receive, upon surrender
of the certificate or certificates representing such shares, cash in lieu of any
fractional share of Buyer Common Stock to which such holder may be otherwise
entitled (without interest). Until so surrendered, each outstanding certificate
of Republic Common Stock shall be deemed for all purposes, other than as
provided below with respect to voting and the payment of dividends or other
distributions, to represent the consideration into which the number of shares of
Republic Common Stock represented thereby prior to the Effective Time shall have
been converted. Buyer shall not be obligated to deliver the consideration to
which any former holder of Republic Common Stock is entitled as a result of the
Merger until such holder surrenders such holder's certificate or certificates
representing the shares of Republic Common Stock for exchange as provided in
this Section 4.1. The certificate or certificates of Republic Common Stock so
surrendered shall be duly endorsed as the Exchange Agent may require. Any other
provision of this Plan notwithstanding, neither the Surviving Corporation,
Republic, nor the Exchange Agent shall be liable to a holder of Republic Common
Stock for any amounts paid or property delivered in good faith to a public
official pursuant to any applicable abandoned property Law.

         4.2 RIGHTS OF FORMER REPUBLIC STOCKHOLDERS. At the Effective Time, the
stock transfer books of Republic shall be closed as to holders of Republic
Common Stock immediately prior to the Effective Time and no transfer of Republic
Common Stock by any such holder shall thereafter be made or recognized. Until
exchanged in accordance with the provisions of Section 4.1 of this Plan, each
certificate theretofore representing shares of Republic Common Stock (other than
shares to be canceled pursuant to Section 3.3 of this Plan) shall from and after
the Effective Time represent for all purposes only the right to receive the
consideration provided in Sections 3.1 and 3.4 of this Plan in exchange
therefor. Former stockholders of record of Republic shall not be entitled to
vote after the Effective Time at any meeting of Buyer stockholders until such
holders have exchanged their certificates representing Republic Common Stock for
certificates representing Buyer Common Stock in accordance with the provisions
of this


                                      A-47

<PAGE>


Plan. Whenever a dividend or other distribution is declared by Buyer on
the Buyer Common Stock, the record date for which is at or after the Effective
Time, the declaration shall include dividends or other distributions on all
shares of Buyer Common Stock issuable pursuant to this Plan, but no dividend or
other distribution payable to the holders of record of Buyer Common Stock as of
any time subsequent to the Effective Time shall be delivered to the holder of
any certificate representing shares of Republic Common Stock issued and
outstanding at the Effective Time until such certificate is exchanged as
provided in Section 4.1 of this Plan. However, upon exchange of such Republic
Common Stock certificate, both the Buyer Common Stock certificate (together with
all such undelivered dividends or other distributions without interest) and any
undelivered dividends and cash payments to be paid for fractional share
interests (without interest) shall be delivered and paid with respect to each
share represented by such certificate. In the event any Republic Common Stock
certificate shall have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming such certificate to be lost,
stolen, or destroyed and, if required by Buyer, the posting by such person of a
bond in such amount as Buyer may reasonably direct as indemnity against any
claim that may be made against it with respect to such certificate, the Exchange
Agent shall issue in exchange for such lost, stolen, or destroyed certificate,
the shares of Buyer Common Stock and cash in lieu of fractional shares
deliverable in respect thereof pursuant to this Plan.


                                    ARTICLE 5
                            CONDITIONS TO THE MERGER

         5.1. Consummation of the Merger is subject to the conditions set forth
in Article 9 of the Merger Agreement.


                                    ARTICLE 6
                                   TERMINATION

         6.1. This Plan may be terminated, and the Merger may be abandoned prior
to the Effective Time as provided in Article 10 of the Merger Agreement.


                                      A-48


<PAGE>

                                                                       Exhibit 2
                                                                       ---------


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

         AMENDMENT NO. 1, dated as of October 29, 2000 (this "Amendment"), to
the Rights Agreement, dated as of April 14, 1995 (the "Rights Agreement"),
between Republic Security Financial Corporation, a Florida corporation (the
"Company"), and IBJ Schroder Bank & Trust Company, as rights agent (the "Rights
Agent").

                                   WITNESSETH

         WHEREAS, the Company and the Rights Agent have previously entered into
the Rights Agreement; and

         WHEREAS, no Distribution Date (as defined in Section 1(h) of the Rights
Agreement) has occurred as of the date of this Amendment; and

         WHEREAS, Section 26 of the Rights Agreement provides that the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the terms of Section 26; and

         WHEREAS, the Company and Wachovia Corporation, a North Carolina
corporation ("Wachovia") have entered into an Agreement and Plan of Merger,
dated as of October 29, 2000 (the "Merger Agreement"), pursuant to which a
subsidiary of Wachovia will merge (the "Merger") with and into the Company with
the Company as the surviving corporation in the Merger; and

         WHEREAS, the Board of Directors has determined that the transactions
contemplated by the Merger Agreement are in the best interests of the Company
and its stockholders; and

         WHEREAS, the Board of Directors has determined that it is advisable and
in the best interest of the Company and its stockholders to amend the Rights
Agreement to provide for the termination of the Rights upon consummation of the
Merger; and

         WHEREAS, the Board of Directors of the Company has approved and adopted
this Amendment and directed that the proper officers take all appropriate steps
to execute and put into effect this Amendment.

         NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:

         1. The last sentence of subsection (d) of Section 13 of the Rights
Agreement is hereby amended in its entirety to read as follows:

         "Upon consummation of the earlier of (A) any such transaction
         contemplated by this section (d), or (B) the merger of the Company and
         a subsidiary of Wachovia Corporation, a North Carolina corporation
         ("Wachovia") as contemplated by the Agreement and Plan of Merger, dated
         as of October 29, 2000 (the "Merger Agreement"), by and between the
         Company and Wachovia, all Rights hereunder shall expire."

         2. Section 15 of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:

         "Nothing in this Agreement shall be construed to give any holder of
         Rights or any other Person any legal or equitable rights, remedies or
         claims under this Agreement in connection with any transactions
         contemplated by the Merger Agreement."

         3. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.


                                      A-49

<PAGE>


         4. Capitalized terms used in this Amendment and not defined herein
shall have the meanings assigned thereto in the Rights Agreement.

         5. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

         6. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.


                                      A-50

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested as of the day and year first above written.


ATTEST:                                   REPUBLIC SECURITY FINANCIAL
                                          CORPORATION


By:                                       By:
   ------------------------------            ------------------------------
   Name:                                     Name:
   Title:                                    Title:


ATTEST:                                   IBJ SCHRODER BANK & TRUST COMPANY


By:                                       By:
   ------------------------------            ------------------------------
   Name:                                     Name:
   Title:                                    Title:


                                      A-51

<PAGE>


                                                                       Exhibit 3
                                                                       ---------


                                                     October __, 2000


Wachovia Corporation
100 North Main Street
Winston-Salem, NC  27101

Republic Security Financial Corporation
450 S. Australian Avenue
West Palm Beach, FL 33401

Ladies and Gentlemen:

I have been advised that I may be deemed to be, but do not admit that I am, an
"affiliate" of Republic Security Financial Corporation, a Florida corporation
("Republic"), as that term is defined in Rule 144 and used in Rule 145
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act 1933, as amended (the "Securities Act"). I understand that
pursuant to the terms of the Agreement and Plan of Merger, dated as of October
29, 2000 (the "Merger Agreement"), by and between Republic and Wachovia
Corporation, a North Carolina corporation ("Buyer"), Republic plans to merge
with and into a subsidiary of Buyer (the "Merger") and that the Merger is
intended to be accounted for under the "purchase" accounting method.

         I further understand that as a result of the Merger, I may receive
shares of common stock, par value $5.00 per share, of Buyer ("Buyer Common
Stock") (i) in exchange for shares of common stock, par value $0.01 per share,
of Republic ("Republic Common Stock") or (ii) as a result of the exercise of
Rights (as defined in the Merger Agreement).

         I have carefully read this letter and reviewed the Merger Agreement and
discussed their requirements and other applicable limitations upon my ability to
sell, transfer, or otherwise dispose of Buyer Common Stock and Republic Common
Stock, to the extent I felt necessary, with my counsel or counsel for Republic.

          I represent, warrant and covenant with and to Buyer that in the event
I receive any Buyer Common Stock as a result of the Merger:

         1.   I shall not make any sale, transfer, or other disposition of such
              Buyer Common Stock unless (i) such sale, transfer or other
              disposition has been registered under the Securities Act, (ii)
              such sale, transfer or other disposition is made in conformity
              with the provisions of Rule 145 under the Securities Act (as such
              rule may be amended from time to time), or (iii) in the opinion of
              counsel in form and substance reasonably satisfactory to Buyer, or
              under a "no-action" letter obtained by me from the staff of the
              SEC, such sale, transfer or other disposition will not violate or
              is otherwise exempt from registration under the Securities Act.


         2.   I understand that Buyer is under no obligation to register the
              sale, transfer or other disposition of shares of Buyer Common
              Stock by me or on my behalf under the Securities Act or to take
              any other action necessary in order to make compliance with an
              exemption from such registration available.

         3.   I understand that stop transfer instructions will be given to
              Buyer's transfer agent with respect to shares of Buyer Common
              Stock issued to me as a result of the Merger and that there will
              be placed on the certificates for such shares, or any
              substitutions therefor, a legend stating in substance:


                                      A-52

<PAGE>
                    "The shares represented by this certificate were issued as a
                    result of the merger of Republic Security Financial
                    Corporation with and into a subsidiary of Wachovia
                    Corporation on _______, 2000, in a transaction to which Rule
                    145 promulgated under the Securities Act of 1933 applies.
                    The shares represented by this certificate may be
                    transferred only in accordance with the terms of a letter
                    agreement between the registered holder hereof and Wachovia
                    Corporation, a copy of which agreement is on file at the
                    principal offices of Wachovia Corporation."

         4.   I understand that, unless transfer by me of the Buyer Common Stock
              issued to me as a result of the Merger has been registered under
              the Securities Act or such transfer is made in conformity with the
              provisions of Rule 145(d) under the Securities Act, Buyer reserves
              the right, in its sole discretion, to place the following legend
              on the certificates issued to my transferee:

                    "The shares represented by this certificate have not been
                    registered under the Securities Act of 1933 and were
                    acquired from [SHAREHOLDER] who, in turn, received such
                    shares as a result of the merger of Republic Security
                    Financial Corporation with and into a subsidiary of Wachovia
                    Corporation on ______, 2000, in a transaction to which Rule
                    145 under the Securities Act of 1933 applies. The shares
                    have been acquired by the holder not with a view to, or for
                    resale in connection with, any distribution thereof within
                    the meaning of the Securities Act of 1933 and may not be
                    offered, sold, pledged or otherwise transferred except in
                    accordance with an exemption from the registration
                    requirements of the Securities Act of 1933."

         It is understood and agreed that the legends set forth in paragraphs
(3) and (4) above shall be removed by delivery of substitute certificates
without such legends if I shall have delivered to Buyer (i) a copy of a "no
action" letter from the staff of the SEC, or an opinion of counsel in form and
substance reasonably satisfactory to Buyer, to the effect that such legend is
not required for purposes of the Act, or (ii) evidence or representations
satisfactory to Buyer that Buyer Common Stock represented by such certificates
is being or has been sold in conformity with the provisions of Rule 145(d).



         I further understand and agree that this letter agreement shall apply
to all shares of Republic Common Stock and Buyer Common Stock that I am deemed
to beneficially own pursuant to applicable federal securities law and I further
represent, warrant and covenant with and to Buyer that I will have, and will
cause each of the other parties whose shares are deemed to be beneficially owned
by me to have, all shares of Republic Common Stock or Buyer Common Stock owned
by me or such parties registered in my name or the name of such parties, as
applicable, prior to the effective date of the Merger and not the name of any
bank, broker or dealer, nominee or clearing house.


                                             Very truly yours,


                                            By
                                               --------------------------------
                                               Name:


                                      A-53

<PAGE>


Accepted this ____ day of October 2000.


REPUBLIC SECURITY FINANCIAL CORPORATION


By
  --------------------------------------
     Name:
     Title:



WACHOVIA CORPORATION


By
  --------------------------------------
     Name:
     Title:


                                      A-54

<PAGE>


                                                                      APPENDIX B


                     REPUBLIC SECURITY FINANCIAL CORPORATION
                           450 South Australian Avenue
                         West Palm Beach, Florida 33401

                                October 29, 2000



Attention:


Ladies and Gentlemen:

         We refer to the Agreement and Plan of Merger (the "Agreement") of even
date herewith between Wachovia Corporation ("Buyer") and Republic Security
Financial Corporation ("Republic"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Agreement.

         In order to induce Buyer to enter into the Agreement, and in
consideration of Buyer's undertaking of efforts in furtherance of the
transactions contemplated thereby, Republic agrees as follows:

         1. Representations and Warranties. Republic hereby represents and
warrants to Buyer that Republic has all requisite corporate power and authority
to enter into this letter agreement (the "Letter Agreement") and to perform its
obligations set forth herein. The execution, delivery and performance of this
Letter Agreement have been duly and validly authorized by all necessary
corporate action on the part of Republic. This Letter Agreement has been duly
executed and delivered by Republic and is a valid and legally binding obligation
of Republic.

         2. Termination Fee. (a) In the event that:

                     (i) Either (x) the Agreement shall have been terminated
         pursuant to Sections 10.1(b) or 10.1(c) thereof, in either case by
         Buyer by virtue of a willful breach by Republic that remains uncured
         after written notice of such breach shall have been provided to
         Republic by Buyer or (y) the Agreement shall have been terminated
         pursuant to any provision of Section 10.1 thereof and prior to or
         concurrently with such termination, a First Trigger Event shall have
         occurred; and

                     (ii) prior to, concurrently with or within 12 months after
         the termination of the Agreement an Acquisition Event (as such term is
         defined below) shall have occurred,

Republic shall pay to Buyer a cash fee of $15 million. Such fee shall be payable
in immediately available funds on or before the second business day following
the occurrence of such Acquisition Event.

              (b) As used herein, a "First Trigger Event" shall mean the
occurrence of any of the following events:

                     (i) Republic's Board of Directors shall have failed to
         approve or recommend the Agreement or the Merger, or shall have
         withdrawn or modified in a manner adverse to Buyer its approval or
         recommendation of the Agreement or the Merger, or shall have resolved
         or publicly announced an intention to do either of the foregoing;

                     (ii) Republic or any Significant Subsidiary (as such term
         is defined below), or the Board of Directors of Republic or a
         Significant Subsidiary, shall have recommended that the stockholders of
         Republic approve any Acquisition Proposal (as such term is defined
         below) or


                                      B-1

<PAGE>


         shall have entered into an agreement with respect to, or authorized,
         approved, proposed or publicly announced its intention to enter into,
         any Acquisition Proposal;

                     (iii) the Agreement shall not have been approved at a
         meeting of Republic stockholders which has been held for that purpose
         prior to termination of the Agreement in accordance with its terms or
         such meeting shall not have been held in violation of the Agreement or
         shall have been cancelled before termination of the Agreement, if prior
         thereto it shall have been publicly announced that any person (other
         than Buyer or any of its subsidiaries) shall have made, or disclosed an
         intention to make, an Acquisition Proposal;

                     (iv) any person (together with its affiliates and
         associates) or group (as such terms are used for purposes of Section
         13(d) of the Exchange Act) other than Buyer and its subsidiaries shall
         have acquired beneficial ownership (as such term is used for purposes
         of Section 13(d) of the Exchange Act) or the right to acquire
         beneficial ownership of 10% or more of the then outstanding shares of
         the stock then entitled to vote generally in the election of directors
         of Republic or a Significant Subsidiary;

                     (v) following the making of an Acquisition Proposal,
         Republic shall have intentionally breached any covenant or agreement
         contained in the Agreement such that Buyer would be entitled to
         terminate the Agreement under Section 10.1(c) thereof (without regard
         to any grace period provided for therein) unless such breach is
         promptly cured without jeopardizing consummation of the Merger pursuant
         to the terms of the Agreement; or

                     (vi) any person other than Buyer or any of its subsidiaries
         shall have made an Acquisition Proposal and such Acquisition Proposal
         shall have been publicly announced.

              (c) As used herein, "Acquisition Event" shall mean (i) the
execution by Republic of a definitive agreement providing for, or the
consummation of, any transaction described in clauses (A), (B), or (C) of the
definition of "Acquisition Proposal," except that the percentage reference
contained in clause (C) of such definition shall be 30% instead of 10% or (ii)
the acquisition by any person (together with its affiliates and associates) or
group (as such terms are used for purposes of Section 13(d) of the Exchange Act)
other than Republic, Buyer and any of their respective subsidiaries of
beneficial ownership (as such term is used for purposes of Section 13(d) of the
Exchange Act) or the right to acquire beneficial ownership of more than 30% of
the then outstanding shares of the stock then entitled to vote generally in the
election of directors of Republic or a Significant Subsidiary.

              (d) As used herein, "Acquisition Proposal" shall mean after the
date hereof any (i) publicly announced proposal, (ii) regulatory application or
notice (whether in draft or final form), (iii) agreement or understanding, (iv)
disclosure of an intention to make a proposal, or (v) amendment to any of the
foregoing, made or filed on or after the date hereof, in each case with respect
to any of the following transactions with a counterparty other than Buyer or any
of its subsidiaries: (A) a merger or consolidation, or any similar transaction,
involving Republic or any Significant Subsidiary (other than mergers,
consolidations or similar transactions involving solely Republic and/or one or
more wholly-owned subsidiaries of Republic and other than a merger or
consolidation as to which the common stockholders of Republic immediately prior
thereto in the aggregate own at least 60% of the common stock of the publicly
held surviving or successor corporation (or any publicly held ultimate parent
company thereof) immediately following consummation thereof); (B) a purchase,
lease or other acquisition of all or substantially all of the assets or deposits
of Republic or any Significant Subsidiary; or (C) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or
otherwise) of securities representing 10% or more of the voting power of
Republic or any Significant Subsidiary.


                                      B-2

<PAGE>


              (e) As used herein, "Significant Subsidiary" shall mean a
"significant subsidiary," as defined in Rule 1-02 of Regulation S-X promulgated
by the Securities and Exchange Commission, of Republic.

         3. To the extent that Republic is prohibited by applicable law or
regulation, or by administrative actions or policy of a federal or state
financial institution supervisory agency having jurisdiction over it, from
making the payments required to be paid by Republic herein in full, it shall
immediately so notify Buyer and thereafter deliver or cause to be delivered,
from time to time, to Buyer, the portion of the payments required to be paid by
it herein that it is no longer prohibited from paying, within five business days
after the date on which Republic is no longer so prohibited; provided, however,
that if Republic at any time is prohibited by applicable law or regulation, or
by administrative actions or policy of a federal or state financial institution
supervisory agency having jurisdiction over it, from making the payments
required hereunder in full, it shall (i) use its reasonable best efforts to
obtain all required regulatory and legal approvals and to file any required
notices as promptly as practicable in order to make such payments, (ii) within
five days of the submission or receipt of any documents relating to any such
regulatory and legal approvals, provide Buyer with copies of the same, and (iii)
keep Buyer advised of both the status of any such request for regulatory and
legal approvals, as well as any discussions with any relevant regulatory or
other third party reasonably related to the same.

         4. In the event of an Acquisition Event and the payment by Republic of
the fee provided for in Section 2 hereof, Buyer shall have the right to no
further remedy from Republic as a result of the termination of the Agreement and
the consummation of an Acquisition Event.

         5. Except where federal law specifically applies, this Agreement shall
be construed and interpreted according to the laws of the State of North
Carolina without regard to conflicts of laws principles thereof.

         6. This Letter Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         7. Nothing contained herein shall be deemed to authorize Republic or
Buyer to breach any provision of the Agreement.

         8. The provisions of this Letter Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the parties and their respective
successors and assigns.


                                      B-3

<PAGE>


         Please confirm your agreement with the understanding set forth herein
by signing and returning to us the enclosed copy of this Letter Agreement.

                                          Very truly yours,

                                          REPUBLIC SECURITY
                                          FINANCIAL CORPORATION


                                          By: /s/ Rudy E. Schupp
                                              -------------------------------
                                              Rudy E. Schupp
                                              Chairman, President, and
                                              Chief Executive Officer


Accepted and agreed to as of the date first above written:

WACHOVIA CORPORATION


By: /s/ Stanhope A. Kelly
    ---------------------------------------
    Stanhope A. Kelly
    Senior Executive Vice President


                                      B-4

<PAGE>


                                                                     APPENDIX C



______________, 2001


Board of Directors
Republic Security Financial Corporation
450 S. Australian Avenue
West Palm Beach, FL  33401


Ladies and Gentlemen:

         Republic Security Financial Corporation ("Republic") and Wachovia
Corporation ("Wachovia") have entered into an Agreement and Plan of Merger,
dated as of October 29, 2000 (the "Agreement"), pursuant to which Republic will
be merged with and into a wholly-owned subsidiary of Wachovia (the "Merger").
Upon consummation of the Merger, each share of Republic common stock, par value
$.01 per share, issued and outstanding immediately prior to the Merger (together
with the associated stock purchase rights issued pursuant to the Rights
Agreement as amended on October 29, 2000 by and between Republic and IBJ
Schroder, as Rights Agent, the "Republic Shares"), other than certain shares
specified in the Agreement, will be converted into the right to receive that
number of shares (the "Exchange Ratio") of Wachovia common stock, par value
$5.00 per share, as shall be equal to the quotient of $7.00 divided by the
Average Closing Price (as defined in the Agreement); provided, however, that if
the Average Closing Price is less than $46.0125, the Exchange Ratio shall be
0.1521, and if the Average Closing Price is greater than $56.2375, the Exchange
Ratio shall be 0.1245. The terms and conditions of the Merger are more fully set
forth in the Agreement. You have requested our opinion as to the fairness, from
a financial point of view, of the Exchange Ratio to the holders of Republic
Shares.

         Sandler O'Neill & Partners, L.P., as part of its investment banking
business, is regularly engaged in the valuation of financial institutions and
their securities in connection with mergers and acquisitions and other corporate
transactions. In connection with this opinion, we have reviewed, among other
things: (i) the Agreement and exhibits thereto, including the form of Plan of
Merger; (ii) the Termination Fee Agreement dated October 29, 2000 by and between
Republic and Wachovia; (iii) certain publicly available financial statements and
other historical financial information of Republic that we deemed relevant; (iv)
certain publicly available financial statements and other historical financial
information of Wachovia that we deemed relevant; (v) certain internal financial
analyses and forecasts of Republic for the years ending December 31, 2000 and
2001 prepared by management of Republic, consensus earnings per share estimates
for Republic for the years ending December 31, 2000 and 2001 published by First
Call Corporation and the views of senior management of Republic, based on
limited discussions with members of senior management, regarding Republic's past
and current business, financial condition, results of operations and future
prospects; (vi) consensus earnings per share estimates for Wachovia for the
years ending December 31, 2000 and 2001 published by First Call Corporation and
the views of senior management of Wachovia, based on limited discussions with
members of senior management of Wachovia, regarding Wachovia's past and current
business, financial condition, results of operations and future prospects; (vii)
the pro forma impact of the Merger, including the relative contributions of
Republic and Wachovia to the resulting institution; (viii) the publicly reported
historical price and trading activity for Republic's and Wachovia's common
stock, including a comparison of certain financial and stock market information
for Republic and Wachovia with similar publicly available information for
certain other companies the securities of which are publicly traded; (ix) the
financial terms of recent business combinations in the commercial banking
industry, to the extent publicly available; (x) the current market environment
generally and the banking environment in particular; and (xi) such other
information, financial studies, analyses and investigations and financial,
economic and market criteria as we considered relevant.


                                      C-1

<PAGE>


Board of Directors
Republic Security Financial Corporation
__________, 2001
Page 2


         In performing our review, we have relied upon the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by Republic or Wachovia or their
respective representatives or that was otherwise reviewed by us and have assumed
such accuracy and completeness for purposes of rendering this opinion. We have
not been asked to and have not undertaken an independent verification of any of
such information and we do not assume any responsibility or liability for the
accuracy or completeness thereof. We did not make an independent evaluation or
appraisal of the specific assets, the collateral securing assets or the
liabilities (contingent or otherwise) of Republic or Wachovia or any of their
subsidiaries, or the collectibility of any such assets, nor have we been
furnished with any such evaluations or appraisals. We did not make an
independent evaluation of the adequacy of the allowance for loan losses of
Republic or Wachovia nor have we reviewed any individual credit files relating
to Republic or Wachovia. We have assumed that the respective aggregate
allowances for loan losses for both Republic and Wachovia are adequate to cover
such losses and will be adequate on a pro forma basis for the combined entity.
We are not accountants and have relied upon the reports of the independent
accountants for each of Republic and Wachovia for the accuracy and completeness
of the financial statements made available to us. With respect to the financial
projections and earnings estimates prepared by and/or reviewed with the
respective managements of Republic and Wachovia, we have assumed that they have
been reasonably prepared and that they reflect the best currently available
estimates and judgments of the respective managements of the respective future
financial performances of Republic and Wachovia and that such performances will
be achieved, and we express no opinion as to such financial projections or
estimates or the assumptions on which they are based. We have also assumed that
there has been no material change in Republic's or Wachovia's assets, financial
condition, results of operations, business or prospects since the date of the
most recent financial statements made available to us. We have assumed in all
respects material to our analysis that Republic and Wachovia will remain as
going concerns for all periods relevant to our analyses, that all of the
representations and warranties contained in the Agreement and all related
agreements are true and correct, that each party to such agreements will perform
all of the covenants required to be performed by such party under such
agreements, that the conditions precedent in the Agreement are not waived and
that the Merger will be accounted for using the purchase method and will qualify
as a tax-free reorganization for federal income tax purposes.

         Our opinion is necessarily based on financial, economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof. Events occurring after the date hereof could materially
affect this opinion. We have not undertaken to update, revise, reaffirm or
withdraw this opinion or otherwise comment upon events occurring after the date
hereof. We are expressing no opinion herein as to what the value of Wachovia's
common stock will be when issued to Republic's shareholders pursuant to the
Agreement or the prices at which Republic's or Wachovia's common stock will
trade at any time.

         We have acted as Republic's financial advisor in connection with the
Merger and will receive a fee for our services, a significant portion of which
is contingent upon consummation of the Merger. We will also receive a fee for
rendering this opinion. In the past, we have also provided certain other
investment banking services for Republic and have received compensation for such
services.

         In the ordinary course of our business as a broker-dealer, we may
purchase securities from and sell securities to Republic and Wachovia. We may
also actively trade the debt and equity securities of Republic and Wachovia for
our own account and for the accounts of our customers and, accordingly, may at
any time hold a long or short position in such securities.


                                       C-2

<PAGE>


Board of Directors
Republic Security Financial Corporation
__________, 2001
Page 3


         Our opinion is directed to the Board of Directors of Republic in
connection with its consideration of the Merger and does not constitute a
recommendation to any shareholder of Republic as to how such shareholder should
vote at any meeting of shareholders called to consider and vote upon the Merger.
Our opinion is not to be quoted or referred to, in whole or in part, in a
registration statement, prospectus, proxy statement or in any other document,
nor shall this opinion be used for any other purposes, without Sandler O'Neill's
prior written consent; provided, however, that we hereby consent to the
inclusion of this opinion as an appendix to Republic's and Wachovia's Proxy
Statement/Prospectus dated the date hereof and to the references to this opinion
therein.

         Based upon and subject to the foregoing, it is our opinion, as of the
date hereof, that the Exchange Ratio is fair, from a financial point of view, to
the holders of Republic Shares.

                                          Very truly yours,


                                      C-3


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

     ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant is incorporated under the laws of North Carolina. Sections
55-8-50 et seq. of the North Carolina Business Corporation Act prescribe the
conditions under which indemnification may be obtained by a present or former
director or officer of the Registrant who incurs expenses or liability as a
consequence of certain proceedings arising out of his or her activities as a
director or officer. Article IX of the Registrant's By-laws also provides for
indemnification of directors and officers under certain circumstances. The
Registrant has purchased a standard liability policy, which, subject to any
limitations set forth in the policy, indemnifies the Registrant's directors and
officers for damages that they become legally obligated to pay as a result of
any negligent act, error or omission committed while serving in their official
capacity.


                                      II-1


<PAGE>


     ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

               (a) Exhibits:


   EXHIBIT NO.                           DESCRIPTION
   -----------                           ------------

     2.1           Agreement and Plan of Merger, dated as of October 29, 2000,
                   by and between Wachovia Corporation and Republic Security
                   Financial Corporation (included as Appendix A to the proxy
                   statement/prospectus and incorporated by reference herein).

     3.1           Amended and Restated Articles of Incorporation (Exhibit 3.1
                   to Wachovia Corporation's Form 10-K for the year ended
                   December 31, 1993, File No. 1-9021*).

     3.2           By-laws (Exhibit 3.2 to Wachovia Corporation's Registration
                   Statement on December 14, 1998, File No. 333-68823*).

     4.1           All instruments defining the rights of holders of long-term
                   debt of Wachovia Corporation and its subsidiaries. (Not filed
                   pursuant to (4)(iii) of Item 601(b) of Regulation S-K; to be
                   furnished upon request of the SEC.)

     5.1           Opinion of William M. Watson, Jr., including consent.

     8.1           Opinion of Sullivan & Cromwell, including consent.

     23.1          Consent of William M. Watson, Jr. (appears in Legal Opinion,
                   Exhibit 5.1).

     23.2          Consent of Sullivan & Cromwell (appears in Legal Opinion,
                   Exhibit 8.1).

     23.3          Consent of Ernst & Young LLP (related to Wachovia
                   Corporation's financial statements).

     23.4          Consent of Ernst & Young LLP (related to Republic Security
                   Financial Corporation's financial statements).

     23.5          Consent of KPMG LLP (related to certain of
                   Republic Security Financial Corporation's financial
                   statements).

     23.6          Consent of Sandler O'Neill & Partners L.P.

     24.1          Power of Attorney.

     24.2          Power of Attorney.

     99.1          Form of Proxy.

     99.2          Termination Fee Agreement, dated as of October 29, 2000, by
                   and between Wachovia Corporation and Republic Security
                   Financial Corporation (included as Appendix B to the proxy
                   statement/prospectus and incorporated herein by reference).

         (b) Financial Statement Schedules. Schedules are omitted because they
are not required or are not applicable, or the required information is shown in
the financial statements or notes thereto.


--------
    *Incorporated herein by reference.


                                      II-2


<PAGE>


     ITEM 22.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (1) To include any Prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

               (2) To reflect in the Prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

               (3) To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (d) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (e) That prior to any public reoffering of the securities registered
hereunder through use of a Prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the Registrant undertakes that such reoffering
Prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.

         (f) That every Prospectus (1) that is filed pursuant to paragraph (e)
immediately preceding, or (2) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                      II-3


<PAGE>


         (g) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (See Item 20), or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

         (h) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.

         (i) To supply by means of a post-effective amendment all information
concerning a transaction, and the Company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.


                                      II-4


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, in the City of Winston-Salem, State of North
Carolina, on January 5, 2001.

                                        WACHOVIA CORPORATION


                                        By: /s/ L.M. Baker, Jr.
                                            ------------------------------
                                            L.M. Baker, Jr.
                                            Chairman, President and Chief
                                            Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-4 has been signed by the following persons in the capacities
and on the date indicated.

         SIGNATURE                                     TITLE
         ---------                                     -----


/s/  L.M. Baker, Jr.*
------------------------------
     L.M. Baker, Jr.                  Chairman of the Board, President and Chief
                                      Executive Officer

/s/  Robert S. McCoy, Jr.*
------------------------------        Vice Chairman, Treasurer and Chief
     Robert S. McCoy, Jr.             Financial Officer


/s/  David L. Gaines*
------------------------------
     David L. Gaines                  Senior Vice President, Comptroller and
                                      Assistant Treasurer


/s/  F. Duane Ackerman*
-------------------------------
     F. Duane Ackerman                               Director


/s/  James S. Balloun*
-------------------------------
     James S. Balloun                                Director


/s/  Peter C. Browning*
-------------------------------
     Peter C. Browning                               Director


/s/  John T. Casteen, III*
-------------------------------
     John T. Casteen, III                            Director


                                      II-5


<PAGE>


         SIGNATURE                                     TITLE
         ---------                                     -----


/s/  Thomas K. Hearn, Jr.*
-------------------------------
     Thomas K. Hearn, Jr.                            Director


/s/  George W. Henderson, III*
-------------------------------
     George W. Henderson, III                        Director


/s/ W. Hayne Hipp*
-------------------------------
    W. Hayne Hipp                                    Director


/s/ Robert A. Ingram*
-------------------------------
    Robert A. Ingram                                 Director


/s/  George R. Lewis*
-------------------------------
     George R. Lewis                                 Director


/s/  Elizabeth Valk Long*
-------------------------------
     Elizabeth Valk Long                             Director


/s/  Lloyd U. Noland, III*
-------------------------------
     Lloyd U. Noland, III                            Director


/s/  Morris W. Offit*
--------------------------------
     Morris W. Offit                                 Director


/s/  Sherwood H. Smith, Jr.*
--------------------------------
     Sherwood H. Smith, Jr.                          Director


/s/  John C. Whitaker, Jr.*
--------------------------------
     John C. Whitaker, Jr.                           Director


                                      II-6


<PAGE>


         SIGNATURE                                     TITLE
         ---------                                     -----


/s/ Dona Davis Young*
--------------------------------
    Dona Davis Young                                 Director


*By /s/ William M. Watson, Jr.
--------------------------------
        William M. Watson, Jr.
        Attorney-in-fact

Dated:  January 5, 2001


                                      II-7




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