Edgar Filing: WACHOVIA CORP NEW

As filed with the Securities and Exchange Commission on October 23, 2001

Registration No. 333-57078-1

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wachovia Corporation

(Exact name of registrant as specified in its charter)

North Carolina 56-0898180

(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)

One First Union Center
Charlotte, North Carolina 28288-0013
(704) 374-6565
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Mark C. Treanor, Esq.
Executive Vice President and General Counsel

Wachovia Corporation

One First Union Center
Charlotte, North Carolina 28288-0013
(704) 374-6828
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, please 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(c)
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(d)
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 delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]

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WACHOVIA CORPORATION

PROSPECTUS

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

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Common Stock
(Par Value $3.33 1/3 Per Share)

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This prospectus describes the Dividend Reinvestment and Stock Purchase Plan
of Wachovia Corporation. The Plan provides stockholders who own shares of
Wachovia stock in their own name a simple, cost-effective and convenient method
of investing in our common stock.

The Plan allows you to:

. reinvest all or part of your cash dividends on our stock in
additional shares of our common stock; and

. purchase additional shares of our common stock by making optional
cash payments.

We pay all fees and brokerage commissions for reinvesting dividends and
purchasing additional shares of common stock through optional cash payments.
There are, however, fees and brokerage commissions charged for using other Plan
services, including if you sell shares of common stock from the Plan.

If you are currently participating in the Plan, you will remain enrolled in
the Plan, and you do not have to take any action unless you wish to terminate
your participation or change your elections in the Plan. If you are not a
participant in the Plan, you may become one by completing an enrollment and
authorization form and returning it to the Plan's administrator, First Union
National Bank, Attention: Shareholder Services, 1525 West W.T. Harris
Boulevard, 3C3, Charlotte, North Carolina 28288-1153. You can request an
enrollment and authorization form by calling 1-800-347-1246. Stockholders who
do not wish to participate in the Plan will continue to receive cash dividends,
as declared, in the usual manner.

We have registered 4,000,000 shares of our common stock for sale under the
Plan. You should keep this prospectus for future reference.

Our common stock is listed and traded on the New York Stock Exchange under
the symbol "WB." Prior to September 1, 2001, our company was named "First Union
Corporation." We changed our name on September 1, 2001, following our merger
with the former Wachovia Corporation.

These securities have not been approved or disapproved by the Securities and
Exchange Commission, any state securities commission or the Commissioner of
Insurance of the State of North Carolina nor have these organizations
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

These securities will be our equity securities or our unsecured obligations
and will not be savings accounts, deposits or other obligations of any bank or
nonbank subsidiary of ours and are not insured by the Federal Deposit Insurance
Corporation, the Bank Insurance Fund or any other governmental agency.

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This prospectus is dated October 23, 2001

About This Prospectus

This document is called a prospectus and is part of a registration statement
that we filed with the SEC relating to the shares of our common stock offered.
This prospectus does not include all of the information in the registration
statement and provides you with a general description of the securities offered
and the Plan. The registration statement containing this prospectus, including
exhibits to the registration statement, provides additional information about
us, the Plan and the securities offered. The registration statement can be read
at the SEC web site or at the SEC offices mentioned under the heading "Where
You Can Find More Information."

When acquiring any securities discussed in this prospectus, you should rely
only on the information provided in this prospectus, including the information
incorporated by reference. We have not authorized anyone to provide you with
different information. We are not offering the securities in any state where
the offer is prohibited. You should not assume that the information in this
prospectus or any document incorporated by reference is truthful or complete at
any date other than the date mentioned on the cover page of these documents.

Unless otherwise mentioned or unless the context requires otherwise, (i) all
references in this prospectus to "we," "us," "our," or similar references mean
Wachovia Corporation (formerly named First Union Corporation) and its
subsidiaries; and (ii) all references in this prospectus to "stock," "our
stock" or "your stock" refer to our common stock and our Dividend Equalization
Preferred shares or "DEPs."

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. In addition, our SEC filings are
available to the public at the SEC's web site at http://www.sec.gov. You also
can inspect reports, proxy statements and other information about us at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York.

The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus and should be read with the same care. When we update the
information contained in documents that have been incorporated by reference by
making future filings with the SEC, the information incorporated by reference
in this prospectus is considered to be updated automatically and superseded. In
other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into
this prospectus, you should rely on the information contained in the document
that was filed later. We incorporate by reference the documents listed below
and any documents we file with the SEC in the future under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed.

. Annual Report on Form 10-K for the year ended December 31, 2000;

. Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001 (as
amended on June 26, 2001) and for the quarter ended June 30, 2001; and

. Current Reports on Form 8-K dated January 18, 2001, April 16, 2001 (as
amended on June 25, 2001), May 3, 2001, May 15, 2001 (as amended on June
25, 2001), July 12, 2001, July 20, 2001, July 23, 2001, August 30, 2001,
September 6, 2001, and October 23, 2001.

You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing to or telephoning us at the following address: Investor
Relations, Wachovia Corporation, One First Union Center, 301 South College
Street, Charlotte, North Carolina 28288-0206, (704) 374-6782.

Wachovia Corporation

Wachovia was incorporated under the laws of North Carolina in 1967. We are
registered as a financial holding company and a bank holding company under the
Bank Holding Company Act of 1956, as amended, and are supervised and regulated
by the Board of Governors of the Federal Reserve System. Our banking and
securities subsidiaries are supervised and regulated by various federal and
state banking and securities regulatory authorities. On September 1, 2001, the
former Wachovia Corporation merged with and into First Union Corporation, and
First Union changed its name to "Wachovia Corporation."

In addition to North Carolina, Wachovia's full-service banking subsidiaries
operate in Connecticut, Delaware, Florida, Georgia, Maryland, New Jersey, New
York, Pennsylvania, South Carolina, Virginia and Washington, D.C. These
full-service banking subsidiaries provide a wide range of commercial and retail
banking and trust services. Wachovia also provides various other financial
services, including mortgage banking, home equity lending, investment banking,
insurance, securities brokerage and wealth management services through other
subsidiaries.

In 1985, the Supreme Court upheld regional interstate banking legislation.
Since then, Wachovia has concentrated its efforts on building a large regional
banking organization in what it perceives to be some of the better banking
markets in the eastern United States. Since November 1985, Wachovia has
completed over 90 banking-related acquisitions.

We continue to evaluate our operations and organizational structures to
ensure they are aligned closely with our goal of maximizing performance in our
core business lines, the General Bank, Capital Management, Wealth Management,
and Corporate and Investment Banking. When consistent with our overall business
strategy, we may consider the disposition of certain assets, branches,
subsidiaries or lines of business. We continue to routinely explore acquisition
opportunities, particularly in areas that would complement our core business
lines, and frequently conduct due diligence activities in connection with
possible acquisitions. As a result, acquisition discussions and, in some cases,
negotiations take place frequently, and future acquisitions involving cash,
debt or equity securities can be expected.

Wachovia is a separate and distinct legal entity from our banking and other
subsidiaries. Dividends received from our subsidiaries are our principal source
of funds to pay dividends on our common stock and preferred stock and debt
service on our debt. Various federal and state statutes and regulations limit
the amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.

Wachovia has its principal executive offices at One First Union Center,
Charlotte, North Carolina 28288 (telephone: 704-374-6565).

Description of the Plan

This prospectus reflects various recent amendments to the Plan, including
(i) eliminating the one percent discount on the purchase of common stock with
reinvested dividends; (ii) increasing the minimum number of shares a
stockholder must hold in their own name in order to participate in the Plan to
fifty shares from ten shares (other than for our employees); (iii) permitting
partial reinvestment of dividends; (iv) permitting the reinvestment in our
common stock of dividends on Wachovia's Dividend Equalization Preferred shares;
(v) permitting the sale of shares of common stock held in your Plan account
through the Plan administrator; (vi) lowering the minimum amount of optional
cash payments to $20 per month from $25 per month; and (vii) increasing the
maximum amount of optional cash payments in any one month to $15,000 from
$2,000 and eliminating the threshold price provisions of the Plan. This
prospectus updates our prior prospectuses relating to the Plan to reflect these
amendments and other changes to the Plan.

The provisions of the Plan in effect on and after the date hereof are
presented in the following questions and answers. If you are not a participant
in the Plan, you will continue to receive cash dividends, as declared, in the
usual manner.

Purpose

1. What is the purpose of the Plan?

The primary purpose of the Plan is to provide you with a simple,
cost-effective and convenient way of increasing your ownership of our common
stock by reinvesting cash dividends and making optional cash payments to
purchase additional shares of our common stock without paying any brokerage
commissions or service fees. Shares purchased under the Plan will either be
original issue shares acquired directly from us or shares purchased in market
transactions as described in Question 13, as we determine from time to time. To
the extent shares are original issue shares, we will receive additional funds
for general corporate purposes, including investments in or extensions of
credit to our banking and nonbanking subsidiaries. To the extent shares are
purchased in market transactions, we will not receive any additional funds.

Administration

2. Who administers the Plan?

First Union National Bank, our subsidiary, is the Plan administrator and
performs certain bookkeeping and similar administrative functions in connection
with the operation of the Plan, including keeping records and sending
statements of accounts to participants. You should send all correspondence for
the Plan administrator to: First Union National Bank, Attention: Shareholder
Services, 1525 West W.T. Harris Boulevard, 3C3, Charlotte, North Carolina
28288-1153, and its telephone number is 1-800-347-1246 (704-590-0393 in
Charlotte). We may adopt policies and procedures to facilitate the
administration of the Plan.

Advantages

3. What are the advantages of the Plan?

Participants in the Plan can:

- Reinvest automatically all or part of their common stock and DEPs
cash dividends, as well as dividends on shares of common stock and
DEPs held by them under the Plan, in additional shares of common
stock.

- Invest additional cash, ranging from a minimum of $20 to a maximum of
$15,000 per month per participant in shares of common stock by
submitting payments by check or through the Plan's direct debit
program.

- Avoid fees and brokerage commissions in connection with your
purchases through the Plan.

- Invest the full amount of all dividends and any optional cash
payments, since fractional share interests may be held under the
Plan.

- Avoid safekeeping and record-keeping requirements and costs through
the free custodial service and reporting provisions of the Plan.

Disadvantages

4. What are the disadvantages of the Plan?

- Prior to being invested on a particular investment date as described
in Question 14, payments for optional cash purchases will not be
returned to participants in the Plan unless a request is received by
the Plan administrator in writing or by telephone at least two
business days before the applicable investment date.

- No interest will be paid on optional cash payments pending investment
or return.

- If you send in a payment for an optional cash purchase, the price of
the common stock may go up or down before the purchase is made.

- If you sell any shares of common stock held in your Plan account
through the Plan administrator, you will not be able to direct the
time or price at which the Plan administrator arranges for your sale,
and the price of the common stock may go down before the sale is
made.

Participation

5. Who is eligible to participate in the Plan?

All holders of record of at least fifty shares of our common stock are
eligible to participate in the Plan. You are a stockholder of record if your
common stock is registered in your own name rather than the name of a broker,
bank or other nominee. Any employee of Wachovia who owns at least one share of
our common stock is eligible to participate in the Plan.

Beneficial owners whose shares are registered in names other than their own
(for example, in the name of a broker, bank or other nominee) must become
owners of record by having the number of shares they wish to have in the Plan
transferred to their names.

Stockholders of record may participate with respect to less than all of
their shares of stock. You cannot assign your right to participate in the Plan
to another person.

If you were a participant in the dividend reinvestment plan of the former
Wachovia Corporation immediately prior to the merger with First Union
Corporation and have not subsequently terminated your

participation in the Plan, you are already enrolled in the Plan, even if you
own less than fifty shares of our common stock. A current participant in the
Plan should send in a new enrollment and authorization form only to change
their current investment option or to include additional shares, including
DEPs, in the Plan.

6. How do I become a participant?

If you are eligible to participate in the Plan, you can join the Plan by
signing an enrollment and authorization form and returning it to the Plan
administrator. You can obtain enrollment and authorization forms at anytime by
written request to the Plan administrator at the address provided in Question 2
or by calling 1-800-347-1246.

7. When can I join the Plan?

If you are eligible to participate in the Plan, you can join the Plan at
anytime. If the Plan administrator receives an enrollment and authorization
form at least five business days before the record date established for payment
of a particular dividend, reinvestment of dividends under the Plan will begin
with that dividend. If an enrollment and authorization form is received after
the fifth business day prior to the record date established for a particular
dividend, the reinvestment of dividends under the Plan will begin with the next
succeeding dividend. In the past, quarterly dividend record and payment dates
for our common stock have ordinarily occurred on or about the following dates:

Record Date Payment Date
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February 28 March 15
May 31 June 15
August 31 September 15
November 30 December 15

Dividend payment dates for the DEPs would occur on the same dates listed
above. Optional cash payments will be invested as specified in Questions 14 and
18.

8. Does the Plan permit partial dividend reinvestment?

The Plan permits partial dividend reinvestment. If you are a record holder
of our stock, you can elect to have dividends on all or any number of whole
shares reinvested under the Plan by indicating the number of shares on the
enrollment and authorization form. After you make an initial election to
reinvest dividends on less than all of your shares of stock, you can reduce or
increase the number of shares to which dividend reinvestment will apply by
submitting to the Plan administrator a new enrollment and authorization form
indicating your election.

9. What does the enrollment and authorization form provide?

For eligible participants, the enrollment and authorization form provides
the following investment options:

- Reinvest automatically cash dividends on all shares of our stock
registered in your name. You also can make optional cash payments in
amounts ranging from a $20 minimum to an aggregate of $15,000 per
month per participant.

- Reinvest automatically cash dividends on less than all of the shares
registered in your name and continue to receive cash dividends on the
remaining shares. You also can make optional cash payments in amounts
ranging from a $20 minimum to an aggregate of $15,000 per month per
participant.

- Invest by making only optional cash payments in amounts ranging from
a $20 minimum to an aggregate of $15,000 per month per participant.

All shares of common stock purchased through the Plan, whether by reinvested
dividends or optional cash payments, will be held for participants in the Plan
and the dividends on those shares will be reinvested automatically.

10. How can a participant change options under the Plan?

You can change any election made under the Plan by indicating the new
election on an enrollment and authorization form and submitting it to the Plan
administrator at the address provided in Question 2.

11. Are stockholders enrolled in the Plan required to send in a new enrollment
and authorization form or to take any action?

If you are already enrolled in the Plan, you will continue to be enrolled
without further action on your part unless you give notice to the Plan
administrator that you wish to terminate participation in the Plan or change
your elections under the Plan. If you were a participant in the dividend
reinvestment plan of the former Wachovia Corporation immediately prior to the
merger with First Union Corporation and have not subsequently terminated your
participation in the Plan, you are already enrolled in the Plan even if you own
less than fifty shares of our common stock.

Costs

12. Are there any expenses to participants in connection with the Plan?

For purchases, you will incur no brokerage commissions or service charges,
unless you do not provide the Plan administrator with sufficient funds for
purchases, in which case you may be charged an "insufficient funds" fee. We
will pay all costs of administering the Plan. If you request that the Plan
administrator arrange a sale of shares of common stock held by the Plan for you
or if any fractional shares are sold for your account, any brokerage
commissions or other fees will be deducted from the proceeds of the sale. We
reserve the right to establish or change service charges in connection with the
Plan in the future, and you will be notified prior to any changes taking
effect.

Purchases

13. How are shares of common stock purchased?

At our sole discretion, shares purchased under the Plan may be purchased (i)
directly from Wachovia's authorized and unissued shares or (ii) in "market
transactions," which are transactions on any

securities exchange where the shares are traded, in the over-the-counter market
or in negotiated transactions. Market transactions may be on such terms as to
price, delivery, and otherwise as an agent, who the Plan administrator will
appoint to act for you, may determine. Neither Wachovia nor any participant
will have any authority or power to direct the time or price at which shares
may be purchased or the selection of the broker or dealer through or from whom
purchases are to be made. Wachovia's brokerage subsidiaries may from time to
time act as the broker or dealer and, if so, may receive brokerage commissions
on any purchases of shares. Market transactions will not provide new funds for
us. Wachovia will decide whether to issue new authorized but unissued shares or
to purchase shares in market transactions no later than the relevant investment
date.

14. What are the investment dates?

The investment dates are the cash dividend payment dates in months in which
dividends are paid and the 15/th/ day of the other months. If the New York
Stock Exchange, or NYSE, is not open on that date, the investment date will be
the next day that the NYSE is open.

15. When will shares of common stock be purchased?

Purchases of authorized but unissued shares of our common stock directly
from us will be made as of each investment date and will include the optional
cash payments and dividends to be reinvested as of each investment date, as
applicable. Purchases by the agent through market transactions will begin on or
after the investment date and after the Plan administrator has delivered to the
agent the payments for optional cash purchases and the dividends to be
reinvested, as applicable, and will be completed as soon as reasonably
practicable but not later than 30 days after that date, unless we determine
that completion at a later date is necessary or advisable under applicable
federal securities laws. No interest will be paid on any funds received under
the Plan.

16. At what price will shares of common stock be purchased?

If shares purchased are newly issued shares, the price will be the average
of the high and low sales prices of the common stock on the NYSE composite
transactions tape on the applicable investment date. If there are no trades on
the investment date or if trading is halted or suspended on the investment date
or if publication of the sales prices of the common stock does not take place
or contains a reporting error, the purchase price shall be determined on the
basis of such market quotations as Wachovia deems appropriate.

If shares are purchased in market transactions, the price at which the
shares will be purchased will be the weighted average purchase price of all
shares of our common stock purchased for the relevant investment date.

17. How many shares of common stock will be purchased for my account?

The number of shares purchased for each participant will depend on the
amount of dividends you choose to reinvest under the Plan and the amount of any
optional cash payments and the purchase price per share. Your account will be
credited with the number of shares, including fractions computed to three
decimal places, equal to the total amount reinvested by you, divided by the
applicable purchase price per share of the common stock.

Optional Cash Payments

18. How can I make optional cash payments?

You can make optional cash payments to purchase our common stock by
enclosing a check or money order payable to "First Union National Bank,
Administrator" together with an optional cash payment form attached to a
statement of account referred to below and mailing them to the Plan
administrator at the address provided in Question 2. We must receive your
optional cash payments for a particular investment date at least two business
days prior to the relevant investment date. Optional cash payments received
after that time will be held until the next investment date, subject to Plan
provisions. In addition, you also can authorize the Plan administrator to
automatically debit your checking or savings account for monthly optional cash
payments by completing the Direct Debit Authorization Form that appears on the
reverse side of the enrollment and authorization form. Enrollment and
authorization forms can be obtained by contacting the Plan administrator.

If you desire the return of any optional cash payment, you must notify the
Plan administrator at least two business days before the investment date.
Requests received by the Plan administrator after such time will not be
honored.

Under no circumstances will interest be paid on any optional cash payments
received to purchase our common stock.

19. What are the limitations on making optional cash payments?

Optional cash payments must not be less than $20 nor more than $15,000 per
month per participant. We may, from time to time, change the minimum or maximum
amounts of optional cash payments per month upon notice to you.

Optional cash payments made by check need not be in the same amount each
time. However, if you elect to make optional cash payments through the direct
debit program, the debit must be in the same amount each month and will
continue until you notify the Plan administrator in writing that you wish to
change the amount or terminate participation in the direct debit program.
Generally, debits occur on the 13th day of each month.

Reports to Participants

20. What reports will be sent to me?

As soon as practicable after each purchase, you will receive a statement of
your account, which will include information regarding the most recent purchase
and other information regarding the status of your account as of the statement
date. These statements will provide a record of the cost basis of shares
purchased and should be retained for tax purposes. Additional or replacement
copies of any statement will be provided to you upon request to the Plan
administrator for a $15.00 fee.

Dividends

21. Will I receive dividends on shares held in my account?

Dividends, declared and paid by Wachovia, will be paid on all shares of
stock held in your account on the basis of the full shares and fractional share
interests held on the record dates for the dividends.

Dividends will be reinvested automatically in additional shares of common
stock, which will be credited to your account.

Withdrawal or Sale of Shares in Plan Accounts

22. How can I withdraw shares?

You can withdraw all or any portion of the full shares of stock held in your
account by notifying the Plan administrator. The notice should be sent to the
Plan administrator at the address provided in Question 2. A certificate for the
full shares requested to be withdrawn will be issued in your name and mailed to
you. In no case will certificates for fractional share interests be issued. Any
fractional share will be sold and a check for the net proceeds resulting from
that sale (i.e., the proceeds from the sale less brokerage commissions and
other service charges) will be mailed to the participant. If the Plan
administrator receives your notice of withdrawal on or after the record date
for a particular dividend payment, that dividend will be reinvested for your
account.

If you have elected full dividend reinvestment on all shares of stock
registered in your name, the cash dividends on the shares withdrawn from the
Plan will continue to be reinvested. If you have not elected full reinvestment,
only the dividends for the number of shares you had elected reinvestment will
be reinvested. You may change any election previously made by submitting a new
enrollment and authorization form.

23. Can I sell shares of stock held in the Plan?

You can sell all or part of your shares of common stock held in your
account, whether or not you are terminating your participation in the Plan. You
can sell your shares of common stock either through your broker or through the
Plan administrator. If you elect to sell through a broker of your choice, you
must first request the Plan administrator to send you a certificate
representing the number of full shares of common stock you want to sell. In no
case will certificates for fractional share interests be issued.

Alternatively, you can request that the Plan administrator sell for you some
or all of your shares of common stock held by the Plan in your account. The
Plan administrator will sell shares for you through brokers or dealers selected
by the Plan administrator in its sole discretion, and the brokers or dealers
may be affiliated with the Plan administrator and/or Wachovia. If you request
that the Plan administrator arrange for the sale of your shares of common
stock, you will be charged a commission by the brokers or dealers selected by
the Plan administrator, which will be deducted, along with any applicable taxes
or other fees incurred by the Plan administrator, from the cash proceeds paid
to you.

If you request that the Plan administrator arrange for the sale of your
shares of common stock, you will not be able to direct the date or price at
which your common stock is sold. The Plan administrator will attempt in good
faith to arrange for the sale within 10 days after receiving your request. In
addition, shares being sold for you may be aggregated with those of other Plan
participants who have requested sales. In that case, you will receive proceeds
based on the weighted average sales price of all shares sold, less your pro
rata share of brokerage commissions, applicable taxes and other fees. A sale of
all shares of common stock held in your Plan account will not automatically
terminate participation in the Plan. See Question 24.

Please remember that if you elect to sell your common stock through the Plan
administrator, the price of our common stock may decline during the period
between the Plan administrator's receipt of your

request to sell and the date of the sale in the open market. You should
carefully evaluate this risk, which you bear. You also assume a similar risk
between the time that you request and receive a certificate.

If you deposited DEPs in your Plan account for safekeeping and wish to sell
any of those shares, you must request the Plan administrator to send you a
certificate representing the number of full DEPs you want to sell. The Plan
administrator will not arrange for the sale of your DEPs.

Termination of Participation in the Plan

24. How can my participation in the Plan be terminated?

You can terminate participation in the Plan at anytime by notifying the Plan
administrator in writing that you wish to discontinue participation in the
Plan. If the Plan administrator receives your notice to discontinue
reinvestment on or prior to the record date for a dividend payment, the next
dividend will be paid to you in cash. If the Plan administrator receives your
notice to discontinue reinvestment after the record date for a dividend
payment, the cash dividend paid on that payment date will be reinvested in
common stock for your account and then your account will be terminated.
Thereafter, all dividends on stock you hold of record will be paid to you in
cash unless you re-enroll in the Plan, which you may do at anytime. When
electing to terminate participation in the Plan, any payments for optional cash
purchases received by the Plan administrator before receipt of your notice of
termination will be invested for your account unless you specifically request
return of your payment at least two business days before the next investment
date. Any termination notice should be sent to the Plan administrator at the
address provided in Question 2.

Wachovia also can terminate a participant's participation in the Plan for
any reason, including if during a calendar year a participant reinvests less
than $30 in dividends, by giving written notice to the participant. If the
notice is given between a dividend record date and payment date, termination
will not be effective for that dividend.

25. What happens to the full shares and any fractional share interest in my
account when participation is terminated?

Upon termination of participation in the Plan, a certificate for the number
of full shares of stock in your account will be issued and mailed to you. Any
fractional share interest will be sold and a check for the net proceeds (i.e.,
the proceeds from the sale less brokerage commissions and other service
charges) will be mailed to you.

Other Information

26. Will certificates be issued for shares of common stock purchased?

Unless requested, certificates for shares of common stock purchased on your
behalf will not be issued to you. All shares credited to your account will be
held by the Plan administrator or its nominee as your agent. Certificates for
any number of whole shares credited to your account will be issued without
charge upon written request to the Plan administrator. Certificates
representing fractional share interests will not be issued under any
circumstances.

27. Does the Plan provide for safekeeping of share certificates?

You may at anytime deposit certificates for shares of stock you hold of
record. If you desire to use this safekeeping feature, you should send the
certificates to the Plan administrator, together with a written request that
the shares be added to your account. You should send these certificates by
registered mail, return receipt requested, and insure them for an amount
sufficient to cover the bond premium that would be charged to replace the
certificates if they were lost or destroyed. Dividends on shares of stock
deposited for safekeeping will be reinvested automatically in additional shares
of common stock. We provide this safekeeping feature free of charge.

28. What happens to my account if all or a portion of shares registered in my
name are transferred or sold?

If you dispose of all shares of stock registered in your name on our
stockholder records (those for which you hold certificates) without terminating
participation in the Plan, the Plan administrator will continue to reinvest
dividends payable on the shares of stock held in your account until such time
as your participation in the Plan is terminated. If you sell all of the shares
of stock you hold of record, you would still hold shares of common stock under
the Plan because those shares are held by the Plan administrator as nominee for
all participants in the Plan. Cash dividends on the shares held in your Plan
account, including any shares held in safekeeping, would continue to be
reinvested under the Plan until you terminate your participation in the Plan.

If you have authorized the reinvestment of cash dividends on all shares
registered in your name and then dispose of a portion of those shares, the cash
dividends on the remaining shares will continue to be reinvested.

If you have authorized the reinvestment of cash dividends on less than all
shares registered in your name and you dispose of a portion of those registered
shares, the cash dividends on the lesser of (i) the number of shares with
respect to which reinvestment of cash dividends was originally authorized or
(ii) all of the shares which remain in your name will continue to be
reinvested.

29. What happens in the event of a stock split, a stock dividend or a common
stock rights offering?

Any common stock split or stock dividend issued by us will be credited to
your account based on the number of shares (including fractional share
interests) you hold in your account on the record date for the split or
dividend. In the event we make available to holders of common stock, rights or
warrants to purchase additional shares of common stock or other securities,
those rights or warrants will be made available to you based on the number of
shares (including fractional share interests to the extent practicable) you
hold in your account on the record date established for determining the holders
of common stock entitled to such rights or warrants.

In the event of a stock split, stock dividend or other similar transaction,
the number of shares of common stock covered by this prospectus will be
increased accordingly.

30. How will my shares be voted at a meeting of stockholders?

If on the record date for a meeting of stockholders there are any shares
credited to your account entitled to vote, those shares will be added to any
shares registered in your name on our stockholder

records, and you will receive one proxy covering the total of those shares. The
proxy will be voted as you direct or you can vote all of those shares in person
at the stockholders' meeting. Generally, there are no voting rights with
respect to the DEPs.

31. May I sell, pledge or otherwise assign my account?

You cannot sell, pledge or otherwise assign or transfer your account, or any
interest therein, or any shares of stock credited to your account, except that
shares can be sold as provided in Question 23 and can be transferred in
accordance with the requirements as may be imposed by the Plan administrator in
connection with transfers. Except as provided in the preceding sentence, if you
desire to sell, pledge or otherwise assign or transfer shares of stock in your
account, you must request that certificates for those shares be issued.

32. What are the federal income tax consequences of participation?

Reinvestment of Dividends

If the shares purchased are newly issued shares, participants will be
considered to have received a dividend for federal income tax purposes equal to
the fair market value as of the investment date of the shares purchased with
the reinvested dividends. If the shares are purchased through market
transactions, participants will be treated as having received a dividend equal
to the cash dividend paid by us increased by the amount of brokerage fees and
charges paid to the agent by us. Those dividend amounts will become your basis
in the shares purchased, and your holding period of those shares will begin on
the day following the date of purchase.

Optional Cash Payments

With respect to newly issued shares, participants who elect to invest in
additional shares by making optional cash payments will be treated for federal
income tax purposes as having received a dividend equal to the excess (if any)
of (i) the fair market value on the investment date of the shares purchased,
over (ii) the optional cash payments made. You will not be deemed to have
received a dividend with respect to shares acquired by purchases in market
transactions, except to the extent of brokerage fees and charges paid to the
agent by us. Your tax basis in the shares purchased will be equal to the cost
paid by you in acquiring the stock, plus the amount (if any) treated as a
dividend for federal income tax purposes, and the participant's holding period
for those shares will begin on the day following the date of purchase.

Additional Information Applicable to Reinvestment of Dividends and Optional
Cash Payments

The dividend income received by a corporate stockholder generally is
eligible for a 70 percent dividends-received deduction under current federal
tax laws. Corporate stockholders will not, in all likelihood, be entitled to
claim a dividends-received deduction in respect of dividends on DEPs.

You will not realize any taxable income upon the receipt of certificates for
whole shares credited to your account, either upon your request for
certificates for those shares or upon withdrawal from or termination of the
Plan. However, if you receive, upon withdrawal from or termination of the Plan,
a cash

payment for a fractional share credit in your account, you will be treated as
having redeemed the fractional share of stock and accordingly will recognize
gain or loss for tax purposes equal to the difference between the cash payment
and your tax basis of that fractional share. You will realize gain or loss upon
the sale or exchange of shares after withdrawal from the Plan. The amount of
that gain or loss will be the difference between the amount which you receive
for each whole share and your tax basis for the shares.

A participant's (including a foreign stockholder) dividends that are subject
to United States income tax withholding will have the amount of the tax to be
withheld deducted from those dividends before reinvestment in additional shares
for that participant's Plan account. Statements confirming purchases made for
those participants will indicate that tax has been withheld. Pursuant to
Internal Revenue Service regulations, the amount of tax to be withheld will be
determined by applying the applicable withholding rate to an amount equal to
the amount of cash dividends that the participant would have received had the
dividends been paid to the participant in cash.

The above is intended only as a general discussion for the current federal
income tax consequences of participation in the Plan. You should consult your
own tax advisers regarding the federal and state income tax consequences
(including the effects of any changes in law) of your participation in the
Plan.

33. What is the responsibility of the Plan administrator, Wachovia and the
agent?

The Plan administrator, Wachovia and the agent shall not be liable for any
act done in good faith or for any good faith omission to act, including,
without limitation, any following claims of liability:

. arising out of failure to terminate a participant's account upon the
participant's death prior to receipt by the Plan administrator of notice
in writing of such death;

. with respect to the price at, or terms upon which, shares of stock may
be purchased or sold or the times such purchases or sales may be made;
or

. with respect to any fluctuation in the market value of the common stock
before, at or after any such purchases may be made, nor shall they have
any duties, responsibilities or liabilities except such as are expressly
set forth in the Plan. The foregoing limited liability provision does
not affect a stockholder's right to bring a cause of action based on
alleged violations of federal securities laws. The terms and conditions
of the Plan shall be governed by the laws of the State of North
Carolina.

34. Who regulates and interprets the Plan?

Wachovia reserves the right to regulate and interpret the Plan as it deems
necessary or desirable.

35. May the plan be changed or discontinued?

We reserve the right to modify, suspend or terminate the Plan at anytime. We
also reserve the right to terminate a participant's participation in the Plan
for any reason. You will be notified of any such modification, suspension or
termination.

Use of Proceeds

The net proceeds from the sale of newly issued shares of common stock issued
under the Plan will be used for general corporate purposes, which may include
the reduction of indebtedness, investments at the holding company level,
investments in or extensions of credit to our banking and nonbanking
subsidiaries and other banks and companies engaged in other financial service
activities, the purchase of our outstanding equity securities and possible
acquisitions. Pending such use, the net proceeds may be temporarily invested.
The precise amounts and timing of the application of net proceeds will depend
upon our funding requirements and the availability of other funds. Based upon
our past and anticipated growth, we may engage in additional financings of a
character and amount to be determined as the need arises.

We will not receive any funds under the Plan from the purchase of shares of
common stock by the agent in market transactions.

Description of Common Stock

The following information outlines some of the provisions in our articles of
incorporation, bylaws and the North Carolina Business Corporation Act, or the
NCBC Act. This information is qualified in all respects by reference to the
provisions of Wachovia's articles, bylaws and the NCBC Act.

Authorized Common Stock

Our authorized common stock consists of 3,000,000,000 shares of common
stock, par value $3.33 1/3 per share. On September 30, 2001, 1,360,996,314
shares of common stock were issued and outstanding. Our common stock is listed
on the NYSE under the symbol " WB."

General

Subject to the prior rights of any Wachovia preferred stockholders, Class A
preferred stockholders and depositary stockholders then outstanding, common
stockholders are entitled to receive such dividends as our board of directors
may declare. In the event of liquidation or dissolution, common stockholders
are entitled to receive any of our net assets remaining after paying all
liabilities and after paying all preferred stockholders, Class A preferred
stockholders, holders of DEPs and depositary stockholders the full preferential
amounts to which those holders are entitled.

Under an indenture between us and Wilmington Trust Company, as trustee, we
agreed not to pay any dividends on, or acquire or make a liquidation payment
relating to, any of our common stock, preferred stock and Class A preferred
stock, if, at that time, there is a default under the indenture or a related
Wachovia guarantee or if we have deferred interest payments on the securities
issued under the indenture.

Subject to the prior rights of any preferred stockholders, Class A preferred
stockholders and depositary stockholders, common stockholders have all voting
rights, each share being entitled to one vote on all matters requiring
stockholder action and in electing directors. Common stockholders have no
preemptive, subscription or conversion rights. All of the outstanding shares of
common stock are, and any common stock issued and sold hereunder will be, fully
paid and nonassessable.

First Union National Bank is the transfer agent, registrar and dividend
disbursement agent for the common stock.

Rights Plan

Under Wachovia's Shareholder Protection Rights Agreement, each outstanding
common stock share has a right attached to it. This right remains attached
unless a separation time occurs. At separation time, common stockholders will
receive separate certificates for these rights. Each right entitles its owner
to purchase at separation time one one-hundredth of a share of a participating
series of Class A preferred stock for $105. This series of Class A preferred
stock would have economic and voting terms similar to those of one common stock
share. Separation time would generally occur at the earlier of the following
two dates:

. the tenth business day after any person commences a tender or exchange
offer that entitles that person to 10% or more of our outstanding common
stock; or

. the tenth business day after we publicly announce that a person has
acquired beneficial ownership of 10% or more of our outstanding common
stock.

These rights will not trade separately from the shares of common stock until
the separation time occurs, and may be exercised on the business day
immediately after the separation time. The rights will expire at the earliest
of:

. the date on which our board of directors elects to exchange the rights
for our common stock or preferred stock as described below;

. the close of business on December 28, 2010, unless extended by our board
of directors; or

. the date on which the rights are terminated as described below.

Once we publicly announce that a person has acquired 10% of our outstanding
common stock, we can allow for rights holders to buy our common stock for half
of its market value. For example, we would sell to each rights holder common
stock shares worth $210 for $105 in cash. At the same time, any rights held by
the 10% owner or any of his affiliates, associates or transferees will be void.
In addition, if we are acquired in a merger or other business combination after
a person has become a 10% owner, the rights held by stockholders would become
exercisable to purchase the acquiring company's common stock for half of its
market value.

In the alternative, our board of directors may elect to exchange all of the
then outstanding rights for shares of common stock at an exchange ratio of two
common stock shares for one right. Upon election of this exchange, a right will
no longer be exercisable and will only represent a right to receive two common
stock shares.

If we are required to issue common stock shares upon the exercise of rights,
or in exchange for rights, the board may substitute shares of participating
Class A preferred stock. The substitution will be at a rate of two one
one-hundredths of a share of participating Class A preferred stock for each
right exchanged.

The rights may be terminated without any payment to holders before their
exercise date. The rights have no voting rights and are not entitled to
dividends.

The rights will not prevent a takeover of Wachovia. The rights, however, may
cause substantial dilution to a person or group that acquires 10% or more of
common stock unless our board first terminates the rights. Nevertheless, the
rights should not interfere with a transaction that is in our stockholders'
best interests because the rights can be terminated by the board before that
transaction is completed.

The complete terms of the rights are contained in the Shareholder Protection
Rights Agreement. This agreement is incorporated by reference as an exhibit to
the registration statement of which this prospectus is a part, and the
description above is qualified entirely by that document. A copy of this
agreement can be obtained upon written request to First Union National Bank,
1525 West W.T. Harris Blvd., Charlotte, North Carolina 28288-1153.

Other Provisions

Our articles and bylaws contain various provisions which may discourage or
delay attempts to gain control of Wachovia. Our articles include the following
provisions:

. classifying the board of directors into three classes, each class to
serve for three years, with one class elected annually;

. authorizing the board of directors to fix the size of the board between
nine and 30 directors;

. authorizing directors to fill vacancies on the board occurring between
annual stockholder meetings, except that vacancies resulting from a
director's removal by a stockholder vote may be filled only by a
stockholder vote;

. providing that directors may be removed only for a valid reason and only
by majority vote of shares entitled to vote in electing directors,
voting as a single class;

. authorizing only the board of directors, our Chairman or President to
call a special meeting of stockholders, except for special meetings
called under special circumstances for classes or series of stock
ranking superior to common stock; and

. requiring an 80% stockholder vote by holders entitled to vote in
electing directors, voting as a single class, to alter any of the above
provisions.

Our bylaws include specific conditions under which business may be
transacted at annual stockholders' meetings, and persons may be nominated for
election as our directors at annual stockholders' meetings.

The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless

. the Federal Reserve Board has been given 60 days' prior written notice
of the proposed acquisition; and

. within that time period, the Federal Reserve Board has not issued a
notice disapproving the proposed acquisition or extending for up to
another 30 days the period during which such a disapproval may be
issued;

or unless the acquisition otherwise requires Federal Reserve Board approval. An
acquisition may be made before expiration of the disapproval period if the
Federal Reserve Board issues written notice that it intends not to disapprove
the action. It is generally assumed that the acquisition of more than 10% of a
class of voting stock of a bank holding company with publicly held securities,
such as us, would constitute the acquisition of control.

In addition, any "company" would be required to obtain Federal Reserve Board
approval before acquiring 25% or more of our outstanding common stock. If the
acquiror is a bank holding company, this approval is required before acquiring
5% of the outstanding common stock. Obtaining "control" over us would also
require Federal Reserve Board prior approval. "Control" generally means

. the ownership or control of 25% or more of a bank holding company voting
securities class;

. the ability to elect a majority of the bank holding company's directors;
or

. the ability otherwise to exercise a controlling influence over the bank
holding company's management and policies.

Two North Carolina stockholder protection statutes adopted in 1987, The
North Carolina Stockholder Protection Act and The North Carolina Control Share
Acquisition Act, allowed North Carolina corporations to elect to either be
covered or not to be covered by these statutes. We elected not to be covered by
these statutes.

In addition, in certain instances the ability of our board to issue
authorized but unissued shares of common stock, preferred stock or Class A
preferred stock may have an anti-takeover effect.

Existence of the above provisions could result in our being less attractive
to a potential acquiror or result in our stockholders receiving less for their
shares of common stock than otherwise might be available if there is a takeover
attempt.

Validity of Securities

The validity of the common stock offered will be passed upon for us by Ross
E. Jeffries, Jr., Esq., Senior Vice President and Assistant General Counsel of
Wachovia. Mr. Jeffries owns shares of common stock and holds options to
purchase additional shares of common stock.

Experts

The consolidated balance sheets of Wachovia Corporation (formerly named
First Union Corporation) as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2000,
included in Wachovia's 2000 Annual Report to Stockholders, which is included in
Wachovia's 2000 Annual Report on Form 10-K and incorporated by reference
herein, have been incorporated by reference herein in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

The restated audited financial statements of the former Wachovia Corporation
at December 31, 2000 and 1999, and for each of the three years in the period
ended December 31, 2000, included in Wachovia Corporation's (formerly named
First Union Corporation) Current Report on Form 8-K dated August 30, 2001 and
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of Ernst & Young LLP, independent auditors. The
restated audited financial statements referred to above are included in
reliance upon such report given on the authority of said firm as experts in
accounting and auditing.

Forward-Looking Statements

This prospectus contains or incorporates statements that are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements can be
identified by the use of forward-looking language such as "will likely result,"
"may," "are expected to," "is anticipated," "estimate," "projected," "intends
to" or other similar words. Our actual results, performance or achievements
could be materially different from the results expressed in or implied by these
forward-looking statements. These statements are subject to certain risks and
uncertainties, including but not limited to certain risks described in the
prospectus or the documents incorporated by reference. When considering these
forward-looking statements, you should keep in mind these risks, uncertainties
and other cautionary statements made in this prospectus. You should not place
undue reliance on any forward-looking statement, which speaks only as of the
date made. You should refer to our periodic and current reports filed with the
SEC for specific risks which could cause actual results to be materially
different from those expressed or implied by these forward-looking statements.

Indemnification

Our directors and executive officers are entitled to indemnification as
expressly permitted by the provisions of the NCBC Act and our bylaws. We also
have directors' and officers' liability insurance, which provides, in general,
insurance to our directors and officers against loss by reason of any of their
wrongful acts, subject to the terms and conditions of the policy. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

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

We have not authorized anyone to provide you with information that is
different from what is contained in this prospectus. The Plan is not available
to any person to whom we may not legally offer it. The date of this prospectus
is October 23, 2001. You should not assume that the information in this
prospectus is still accurate as of any later date.

-----------------
Table of Contents
-----------------

Page
----

About This Prospectus.................... 2
Where You Can Find More Information...... 2
Wachovia Corporation..................... 3
Description of the Plan.................. 4
Purpose................................. 4
Administration.......................... 4
Advantages.............................. 4
Disadvantages........................... 5
Participation........................... 5
Costs................................... 7
Purchases............................... 7
Optional Cash Payments.................. 9
Reports to Participants................. 9
Dividends............................... 9
Withdrawal or Sale of Shares in Plan
Accounts.............................. 10
Termination of Participation in the Plan 11
Other Information....................... 11
Use of Proceeds.......................... 15
Description of Common Stock.............. 15
Validity of Securities................... 18
Experts.................................. 18
Forward-Looking Statements............... 19
Indemnification.......................... 19

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

Wachovia Corporation

DIVIDEND
REINVESTMENT
AND STOCK
PURCHASE
PLAN

Common Stock

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

PROSPECTUS

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

Dated October 23, 2001

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of all estimated expenses in
connection with the issuance and distribution of the securities being
registered:

Registration Statement filing fee $33,539
Legal fees and expenses.......... 1,000
Accounting fees and expenses..... 10,000
Printing costs................... 10,000
Miscellaneous.................... 10,461
-------
Total............................ $65,000

Item 15. Indemnification of Directors and Officers.

Sections 55-8-50 through 55-8-58 of the NCBC Act contain specific provisions
relating to indemnification of directors and officers of North Carolina
corporations. In general, the statute provides that (i) a corporation must
indemnify a director or officer against reasonable expenses who is wholly
successful in his defense of a proceeding to which he is a party because of his
status as such, unless limited by the articles of incorporation, and (ii) a
corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided in the statute that the
director or officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or liable on the basis of
receiving a personal benefit, the corporation may not indemnify him. The
statute also permits a director or officer of a corporation who is a party to a
proceeding to apply to the courts for indemnification, unless the articles of
incorporation provide otherwise, and the court may order indemnification under
certain circumstances set forth in the statute. The statute further provides
that a corporation may in its articles of incorporation or bylaws or by
contract or resolution provide indemnification in addition to that provided by
the statute, subject to certain conditions set forth in the statute.

Wachovia's bylaws provide for the indemnification of Wachovia's directors
and executive officers by Wachovia against liabilities arising out of his
status as such, excluding any liability relating to activities which were at
the time taken known or believed by such person to be clearly in conflict with
the best interests of Wachovia.

Wachovia's articles provide for the elimination of the personal liability of
each director of Wachovia to the fullest extent permitted by the provisions of
the NCBC Act, as the same may from time to time be in effect.

Wachovia maintains directors' and officers' liability insurance, which
provides, in general, insurance to (i) Wachovia's directors and officers
against loss by reason of any of their wrongful acts, and/or (ii) Wachovia
against loss arising from claims against the directors and officers by reason
of their wrongful acts, all subject to the terms and conditions contained in
the policy.

II-1

Item 16. Exhibits.

Exhibit No. Description
----------- -----------

(4)(a) Shareholder Protection Rights Agreement. (Incorporated by reference to Exhibit (4) to
Wachovia's Current Report on Form 8-K dated December 20, 2000, and to Exhibit (4)(a) to
Wachovia's Quarterly Report for the Quarter ended June 30, 2001.)
(4)(b) All instruments defining the rights of holders of long-term debt of Wachovia and its
subsidiaries. (Not filed pursuant to (4)(iii) of Item 601(b) of Regulation S-K; to be furnished
upon request of the Commission.)
(5) Opinion of Ross E. Jeffries, Jr., Esq.*
(12) Computations of Consolidated Ratios of Earnings to Fixed Charges. (Incorporated by reference
to Exhibit (12) to Wachovia's Quarterly Report on Form 10-Q for the Quarter ended June 30,
2001.)
(23)(a) Consent of KPMG LLP.
(23)(b) Consent of Ross E. Jeffries, Jr., Esq. (Included in Exhibit (5).)*
(23)(c) Consent of Ernst & Young LLP.
(24) Power of Attorney.*

--------

* Previously filed.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (as amended, and together with the rules and
regulations thereunder, the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (as amended, and together with the rules and
regulations thereunder, the "Securities Exchange Act") that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) 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.

(b) The Registrant hereby undertakes that, 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 Securities Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities 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.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State of
North Carolina, on October 23, 2001.

WACHOVIA CORPORATION

By: /s/ MARK C. TREANOR
Mark C. Treanor
Executive Vice President,
Secretary and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the date indicated.

Signature Capacity
--------- --------

/S/ LESLIE M. BAKER, JR. Chairman of the Board and Director
------------------------
Leslie M. Baker, Jr.

G. KENNEDY THOMPSON* President, Chief Executive Officer and Director
------------------------
G. Kennedy Thompson

ROBERT P. KELLY* Executive Vice President and Chief Financial Officer
------------------------
Robert P. Kelly

/S/ DAVID M. JULIAN Senior Vice President and Corporate Controller
------------------------ (Principal Accounting Officer)
David M. Julian

------------------------ Director
F. Duane Ackerman

------------------------ Director
James S. Balloun

ROBERT J. BROWN* Director
------------------------
Robert J. Brown

------------------------ Director
Peter C. Browning

------------------------ Director
John T. Casteen, III

II-3

Signature Capacity
--------- --------

WILLIAM H. GOODWIN, JR.* Director
----------------------------------------
William H. Goodwin, Jr.

---------------------------------------- Director
Robert A. Ingram

RADFORD D. LOVETT* Director
----------------------------------------
Radford D. Lovett

MACKEY J. MCDONALD* Director
----------------------------------------
Mackey J. McDonald

JOSEPH NEUBAUER* Director
----------------------------------------
Joseph Neubauer

---------------------------------------- Director
Lloyd U. Noland, III

RUTH G. SHAW* Director
----------------------------------------
Ruth G. Shaw

LANTY L. SMITH* Director
----------------------------------------
Lanty L. Smith

---------------------------------------- Director
John C. Whitaker, Jr.

---------------------------------------- Director
Dona Davis Young

*By Mark C. Treanor, Attorney-in-Fact
/s/ MARK C. TREANOR
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Mark C. Treanor

Dated: October 23, 2001

II-4

EXHIBIT INDEX

Exhibit No. Description

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* Previously filed.