EXHIBIT (99.1)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF REPUBLIC SECURITY FINANCIAL CORPORATION FOR THE SPECIAL
MEETING OF SHAREHOLDERS OF REPUBLIC SECURITY FINANCIAL CORPORATION
TO BE HELD ON FEBRUARY 16, 2001
The undersigned shareholder of Republic Security Financial Corporation
("Republic") hereby appoints Rudy E. Schupp and Richard J. Haskins, and each of
them, acting alone, with full power of substitution, to vote all of the shares
of common stock, par value $0.01 per share, of Republic which the undersigned is
entitled to vote at the special meeting of shareholders of Republic to be held
on February 16, 2001, at 10 a.m. at the Palm Beach Gardens Marriott, 4000 RCA
Boulevard, Palm Beach Gardens, Florida 33410, and at any adjournments,
postponements, continuations or reschedulings thereof (the "Special Meeting"),
with all the powers the undersigned would possess if personally present at the
Special Meeting, as directed on the reverse side.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
SEE REVERSE
SIDE
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|X| PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
Republic's Board of Directors recommends a vote "For" the following proposal:
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.
|_| FOR
|_| AGAINST
|_| ABSTAIN
THE PROXY WILL BE VOTED AS YOU SPECIFY ABOVE WITH RESPECT TO THE MATTER SET
FORTH ABOVE. IF THIS PROXY IS EXECUTED BUT NO CHOICE IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND PLAN
OF MERGER AND THE RELATED PLAN OF MERGER AND OTHERWISE IN THE DISCRETION OF THE
PROXY HOLDERS.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ALL SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please complete, sign and return this proxy promptly in the enclosed,
postage-prepaid, business reply envelope. No additional postage is necessary if
such envelope is mailed in the United States. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND OF THE PROXY
STATEMENT.
IF YOU NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL REPUBLIC'S
PROXY SOLICITOR, D.F. KING & CO., TOLL-FREE AT 1-800-549-6697.
SIGNATURE______________________________________DATED_____________, 2001
SIGNATURE (IF HELD JOINTLY)____________________DATED_____________, 2001
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN PLEASE GIVE YOUR FULL
TITLE. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT
OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN THE PARTNERSHIP
NAME BY AUTHORIZED PERSON(S).
