EXHIBIT 2.1
July 20, 2001
Wachovia Corporation
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxxxxx
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/ Xxxx X. Xxxxxxx
-------------------------
Xxxx X. Xxxxxxx
Executive Vice President,
Secretary and General Counsel
Wachovia Corporation -2-
July 20, 2001
Accepted:
WACHOVIA CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxxxx
----------------------------
Xxxxxxx X. XxXxxxxxxx
Senior Executive Vice President
And General Counsel
