Amendment to Agreement and Plan of Merger between Wachovia Corporation and First Union Corporation (July 20, 2001)

Summary

Wachovia Corporation and First Union Corporation have agreed to amend their existing Agreement and Plan of Merger. This amendment allows either party to terminate the merger agreement by written notice if their respective shareholders do not approve the merger at the designated meetings. Such termination will follow the procedures and conditions outlined in the original agreement. All other terms of the original agreement remain unchanged.

EX-2.1 2 ex2-1_88877.txt THE AMENDMENT EXHIBIT 2.1 July 20, 2001 Wachovia Corporation 100 North Main Street Winston-Salem, NC 27150 Attention: Kenneth W. McAllister Senior Executive Vice President and General Counsel Ladies and Gentlemen: This letter confirms our amendment of the Agreement and Plan of Merger, dated as of April 15, 2001 and amended and restated, between you and us (the "Agreement"). If either your or our shareholders fail to approve the plan of merger contained in the Agreement at the Wachovia Meeting (as defined in the Agreement) or the First Union Meeting (as defined in the Agreement), as applicable, we agree that either of us may terminate the Agreement by written notice to the other in accordance with Section 9.06 of the Agreement. Any such termination will constitute termination pursuant to Section 8.01(a) of the Agreement and will be subject to Section 8.02 of the Agreement. This letter will operate to amend the Agreement on your acceptance. Except as expressly set forth herein, the Agreement shall continue in full force and effect in accordance with its terms. FIRST UNION CORPORATION By: /s/ Mark C. Treanor ------------------------- Mark C. Treanor Executive Vice President, Secretary and General Counsel Wachovia Corporation -2- July 20, 2001 Accepted: WACHOVIA CORPORATION By: /s/ Kenneth W. McAllister ---------------------------- Kenneth W. McAllister Senior Executive Vice President And General Counsel