EXHIBIT 10


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                          AGREEMENT AND PLAN OF MERGER

                           dated as of August 6, 1997

                                 by and between

                              Wachovia Corporation

                                       and

                               1st United Bancorp






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                               TABLE OF CONTENTS

                                                                                    PAGE
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<S>                                                                                  <C>
RECITALS............................................................................ 1

                                   ARTICLE I

Certain Definitions................................................................. 1
         1.01 CERTAIN DEFINITIONS .................................................. 1

                                   ARTICLE II

The Merger.......................................................................... 6
         2.01 THE MERGER ........................................................... 6
         2.02 EFFECTIVE DATE AND EFFECTIVE TIME..................................... 7
         2.03 PLAN OF MERGER........................................................ 7

                                  ARTICLE III

Consideration; Exchange Procedures.................................................. 7
         3.01 MERGER CONSIDERATION ................................................. 7
         3.02 RIGHTS AS STOCKHOLDERS; STOCK TRANSFERS .............................. 8
         3.03 FRACTIONAL SHARES..................................................... 8
         3.04 EXCHANGE PROCEDURES................................................... 9
         3.05 ANTI-DILUTION PROVISIONS.............................................. 9
         3.06 OPTIONS...............................................................10

                                   ARTICLE IV

Actions Pending Acquisition.........................................................11
         4.01 FOREBEARANCES OF 1ST UNITED...........................................11
         4.02 FOREBEARANCES OF WACHOVIA.............................................13

                                   ARTICLE V

Representations and Warranties.....................................................14
         5.01 DISCLOSURE SCHEDULES.................................................14
         5.02 STANDARD.............................................................14
         5.03 REPRESENTATIONS AND WARRANTIES OF 1ST UNITED.........................14
         5.04 REPRESENTATIONS AND WARRANTIES OF WACHOVIA ..........................24




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                                   ARTICLE VI

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Covenants..........................................................................27
         6.01 REASONABLE BEST EFFORTS..............................................27
         6.02 STOCKHOLDER APPROVALS ...............................................28
         6.03 REGISTRATION STATEMENT...............................................28
         6.04 PRESS RELEASES.......................................................29
         6.05 ACCESS; INFORMATION..................................................29
         6.06 ACQUISITION PROPOSALS................................................30
         6.07 AFFILIATE AGREEMENTS ................................................30
         6.08 SHAREHOLDER AGREEMENT................................................31
         6.09 TAKEOVER LAWS........................................................31
         6.10 CERTAIN POLICIES.....................................................31
         6.11 NYSE LISTING.........................................................31
         6.12 REGULATORY APPLICATIONS..............................................31
         6.13 INDEMNIFICATION......................................................32
         6.14 BENEFIT PLANS........................................................33
         6.15 ACCOUNTANTS ' LETTERS................................................33
         6.16 NOTIFICATION OF CERTAIN MATTERS......................................34
         6.17 STOCK PLANS..........................................................34
         6.18 DIVIDEND COORDINATION................................................34

                                  ARTICLE VII

Conditions to Consummation of the Merger...........................................34
         7.01 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER...........34
         7.02 CONDITIONS TO OBLIGATION OF 1ST UNITED...............................35
         7.03 CONDITIONS TO OBLIGATION OF WACHOVIA.................................36

                                  ARTICLE VIII

Termination........................................................................37
         8.01 TERMINATION..........................................................37
         8.02 EFFECT OF TERMINATION AND ABANDONMENT................................38

                                   ARTICLE IX

Miscellaneous......................................................................38
         9.01 SURVIVAL.............................................................38
         9.02 WAIVER; AMENDMENT....................................................38



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                                                                                   PAGE
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         9.03 COUNTERPARTS.........................................................38
         9.04 GOVERNING LAW........................................................38
         9.05 EXPENSES.............................................................38
         9.06 NOTICES..............................................................38
         9.07 ENTIRE UNDERSTANDING; NO THIRD PARTY BENEFICIARIES ..................40
         9.08 INTERPRETATION; EFFECT...............................................40

EXHIBIT  A Form of Stock Option Agreement 
EXHIBIT  B Form of Shareholder Agreement
EXHIBIT  C Form of Plan of Merger



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         AGREEMENT AND PLAN OF MERGER, dated as of August 6, 1997 (this
"AGREEMENT") by and between 1st United Bancorp ("1ST UNITED") and Wachovia
Corporation ("WACHOVIA").


                                    RECITALS


         A. 1ST UNITED BANCORP. 1st United is a Florida corporation, having its
principal place of business in Boca Raton, Florida.

         B. WACHOVIA CORPORATION. Wachovia is a North Carolina corporation,
having its principal place of business in both Winston-Salem, North Carolina and
Atlanta, Georgia.

         C. STOCK OPTION AGREEMENT. As a condition and an inducement to
Wachovia's entering into this Agreement, 1st United has granted to Wachovia an
option pursuant to a stock option agreement, in substantially the form of
EXHIBIT A (the "STOCK OPTION AGREEMENT").

         D. SHAREHOLDER AGREEMENT. As a further condition and inducement to the
willingness of Wachovia to enter into this Agreement, shareholders of 1st United
who are also directors of 1st United and who hold, in the aggregate in excess of
20% of the outstanding shares of 1st United Common Stock have entered into an
agreement with Wachovia, in the form of EXHIBIT B hereto (the "SHAREHOLDER
AGREEMENT"), under which each such shareholders have agreed to vote in favor of
this Agreement.

         E. INTENTIONS OF THE PARTIES. It is the intention of the parties to
this Agreement that the business combination contemplated hereby be treated as a
"reorganization" under Section 368 of the Internal Revenue Code of 1986 (the
"CODE").

         F. BOARD ACTION. The respective Boards of Directors of each of Wachovia
and 1st United have determined that it is in the best interests of their
respective companies and their stockholders to consummate the strategic business
combination transaction provided for herein.

         NOW, THEREFORE:, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein the
parties agree as follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS

         1.01 CERTAIN DEFINITIONS. The following terms are used in this
Agreement with the meanings set forth below:

         "ACQUISITION PROPOSAL" has the meaning set forth in Section 6.06.



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         "AGREEMENT" means this Agreement, as amended or modified from time to
time in accordance with Section 9.02.

         "CODE" means the Internal Revenue Code of 1986, as amended,

         "COMPENSATION AND BENEFIT PLANS" has the meaning set forth in Section
5.03(m).

         "COSTS" has the meaning set forth in Section 6.13(a).

         "DISCLOSURE SCHEDULE" has the meaning set forth in Section 5.01.

         "EFFECTIVE DATE" means the date on which the Effective Time occurs.

         "EFFECTIVE TIME" means the effective time of the Merger, as provided
for in Section 2.02.

         "ENVIRONMENTAL LAWS" means all applicable local, state and federal
environmental, health and safety laws and regulations, including, without
limitation, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation, and Liability Act, the Clean Water Act,
the Federal Clean Air Act, and the Occupational Safety and Health Act, each as
amended, regulations promulgated thereunder, and state counterparts.

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

         "ERISA AFFILIATE" has the meaning set forth in Section 5.03(m).

         "ERISA AFFILIATE PLAN" has the meaning set forth in Section 5.03(m).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

         "EXCHANGE AGENT" has the meaning set forth in Section 3.04.

         "EXCHANGE RATIO" has the meaning set forth in Section 3.01.

         "FBCA" means the Florida 1989 Business Corporation Act.

         "FDIC" means the Federal Deposit Insurance Corporation.

         "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System.


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         "GOVERNMENTAL AUTHORITY" means any court, administrative agency or
commission or other federal, state or local governmental authority or
instrumentality.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 6.1 3(a).

         "INSURANCE AMOUNT" has the meaning set forth in Section 6.13(b).

         "INSURANCE POLICY" has the meaning set forth in Section 5.03(t).

         "IRS" has the meaning set forth in Section 5.03(m).

         "LIEN" means any charge, mortgage, pledge, security interest,
restriction, claim, lien, or encumbrance.

         "MATERIAL ADVERSE EFFECT" means, with respect to Wachovia, 1st United
or the Surviving Corporation, any effect that (i) is material and adverse to the
financial position, results of operations or business of Wachovia and its
Subsidiaries taken as a whole, 1st United and its Subsidiaries taken as a whole,
or the Surviving Corporation and its Subsidiaries taken as a whole,
respectively, or (ii) would materially impair the ability of either Wachovia or
1st United to perform its obligations under this Agreement or otherwise
materially threaten or materially impede the consummation of the Merger and the
other transactions contemplated by this Agreement; PROVIDED, HOWEVER, 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 generally accepted
accounting principles or regulatory accounting requirements applicable to banks
and their holding companies generally, (c) any modifications or changes to
valuation policies and practices in connection with the Merger or restructuring
charges taken in connection with the Merger, in each case in accordance with
generally accepted accounting principles, (d) effects of any action taken by 1st
United with the prior written consent of Wachovia and (e) changes in conditions
or circumstances that affect the banking industry generally.

         "MERGER" has the meaning set for in Section 2.01.

         "MERGER CONSIDERATION" has the meaning set forth in Section 2.01.

         "MULTIEMPLOYER PLANS" has the meaning set forth in Section 5.03(m).

         "NASDAQ" means the Nasdaq Stock Market, Inc.'s National Market System.

         "NCBCA" means the North Carolina Business Corporation Act.

         "NEW CERTIFICATE" has the meaning set forth in Section 3.04.

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         "NORTH CAROLINA SECRETARY" has the meaning set forth in Section
2.01(b).

         "NYSE" means the New York Stock Exchange, Inc.

         "OLD CERTIFICATE" has the meaning set forth in Section 3.04.

         "PBGC " means the Pension Benefit Guaranty Corporation.

         "PENSION PLAN" has the meaning set forth in Section 5.03(m).

         "PERSON" means any individual, bank, corporation, partnership,
association, joint-stock company, business trust or unincorporated organization.

         "PLANS" has the meaning, set forth in Section 5.03(m).

         "PREVIOUSLY DISCLOSED" by a party shall mean information set forth in
its Disclosure Schedule.

         "PROXY STATEMENT" has the meaning set forth in Section 6.03.

         "REGISTRATION STATEMENT" has the meaning set forth in Section 6.03.

         "REGULATORY AUTHORITIES" has the meaning set forth in Section 5.03(i).

         "REPLACEMENT OPTION" has the meaning set forth in Section 3.06.

         "REPRESENTATIVES" means, with respect to any Person, such Person's
directors, officers, employees, legal or financial advisors or any
representatives of such legal or financial advisors.

         "RIGHTS" means, with respect to any Person, securities or obligations
convertible into or exercisable or exchangeable for, or giving any person any
right to subscribe for or acquire, or any options, calls or commitments relating
to, or any stock appreciation right or other instrument the value of which is
determined in whole or in part by reference to the market price or value of,
shares of capital stock of such person.

         "SEC" means the Securities and Exchange Commission.

         "SEC DOCUMENTS" has the meaning set forth in Section 5.03(g).

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations thereunder.


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         "STOCK OPTION AGREEMENT" has the meaning set forth in Recital C.

         "SUBSIDIARY" and "SIGNIFICANT SUBSIDIARY" have the meanings ascribed
to them in Rule 1-02 of Regulation S-X of the SEC.

         "SURVIVING CORPORATION" has the meaning set forth in Section 2.01.

         "TAKEOVER LAWS" has the meaning set forth in Section 5.03(o).

         "TAX" and "TAXES" means all federal, state, local or foreign taxes,
charges, fees, levies or other assessments, however denominated, including,
without limitation, all net income, gross income, gross receipts, gains, sales,
use, ad valorem, goods and services, capital, production, transfer, franchise,
windfall profits, license, withholding, payroll, employment, disability,
employer health, excise, estimated, severance, stamp, occupation, property,
environmental, unemployment or other taxes, custom duties, fees, assessments or
charges of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts imposed by any taxing authority whether
arising before, on or after the Effective Date.

         "TAX RETURNS" means any return, amended return or other report
(including elections, declarations, disclosures, schedules, estimates and
information returns) required to be filed with respect to any Tax.

         "TREASURY STOCK" shall mean shares of 1st United Common Stock held by
1st United or any of its Subsidiaries or by Wachovia or any of its Subsidiaries,
in each case other than in a fiduciary capacity or as a result of debts
previously contracted in good faith.

         "WACHOVIA" has the meaning set forth in the preamble to this Agreement.

         "WACHOVIA AVERAGE STOCK PRICE" has the meaning see forth in Section
3.01.

         "WACHOVIA BOARD" means the Board of Directors of Wachovia.

         "WACHOVIA COMMON STOCK" means the common stock, par value $5.00 per
share, of Wachovia

         "WACHOVIA PREFERRED STOCK" means the preferred stock, pat value $5.00
pet share, of Wachovia.

         "WACHOVIA STOCK" means, collectively, Wachovia Common Stock and
Wachovia Preferred Stock.


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         "X" has the meaning set forth in the preamble to this Agreement.

         "1ST UNITED AFFILIATE" has the meaning set forth in Section 6.07(a).

         "1ST UNITED BOARD" means the Board of Directors of 1st United.

         "1ST UNITED BY-LAWS" means the Amended and Restated By-laws of 1st
United.

         "1ST UNITED CERTIFICATE" means the Amended and Restated Articles of
Incorporation of 1st United.

         "1ST UNITED COMMON STOCK" means the common stock, par value $0.01 per
share, of 1st United.

         "1ST UNITED MEETING" has the meaning set forth in Section 6.02.

         "1ST UNITED PREFERRED STOCK" means the preferred stock, no par value,
of 1st United.

         "1ST UNITED STOCK OPTION" has the meaning set forth in Section 3.06.

         "1ST UNITED STOCK" means, collectively, 1st United Common Stock and
1st United Preferred Stock.

         "1st United Stock Plan" has the meaning set forth in Section 3.06.

                                   ARTICLE II

                                   THE MERGER

         2.01 THE MERGER. (a) At the Effective Time, 1st United shall merge with
and into Wachovia (the "MERGER"), the separate corporate existence of 1st United
shall cease and Wachovia shall survive and continue to exist as a North Carolina
corporation (Wachovia, as the surviving corporation in the Merger, sometimes
being referred to herein as the "SURVIVING CORPORATION"). Wachovia may at any
time prior to the Effective Time change the method of effecting the combination
with 1st United (including, without limitation, the provisions of this Article
II) if and to the extent it deems such change to be necessary or appropriate
after notification to and consultation with 1st United; PROVIDED, HOWEVER, that
no such change shall (i) alter or change the amount or kind of consideration to
be issued to holders of 1st United Common Stock as provided for in this
Agreement (the "MERGER CONSIDERATION"), (ii) adversely affect the tax treatment
of 1st United's stockholders as a result of receiving the Merger Consid-


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eration or (ii) materially impede or delay consummation of the transactions
contemplated by this Agreement.

         (b) Subject to the satisfaction or waiver of the conditions set forth
in Article VII, the Merger shall become effective upon the occurrence of the
filing in the office of the Florida Department of State of articles of merger in
accordance with Section 607.1105 of the FBCA and the filing in the Office of the
Secretary of State of the State of North Carolina (the "NORTH CAROLINA
SECRETARY") of articles of merger in accordance with Section 55-11-05 of the
NCBCA or such later date and time as may be set forth in such articles. The
Merger shall have the effects prescribed in the NCBCA and the FBCA.

         (c) ARTICLES OF INCORPORATION AND BY-LAWS. The articles of
incorporation and by-laws of Wachovia immediately after the Merger shall be
those of Wachovia as in effect immediately prior to the Effective Time.

         (d) DIRECTORS AND OFFICERS OF WACHOVIA. The directors and officers of
Wachovia immediately after the Merger shall be the directors and officers of
Wachovia immediately prior to the Effective Time, until such time as their
successors shall be duly elected and qualified.

         2.02 EFFECTIVE DATE AND EFFECTIVE TIME. Subject to the satisfaction or
waiver of the conditions set forth in Article VII, the parties shall cause the
effective date of the Merger (the "EFFECTIVE DATE") to occur on (i) the fifth
business day to occur after the last of the conditions set forth in Article VII
shall have been satisfied or waived in accordance with the terms of this
Agreement (or, at the election of Wachovia, a day within five business days of
such fifth business day) or (ii) such other date to which the parties may agree
in writing. The time on the Effective Date when the Merger shall become
effective is referred to as the "EFFECTIVE TIME."

         2.03 PLAN OF MERGER. Wachovia and 1st United shall enter into a
separate plan of merger, in substantially the form of Exhibit C, for purposes of
any filing requirement.

                                  ARTICLE III

                       CONSIDERATION; EXCHANGE PROCEDURES

         3.01 MERGER CONSIDERATION. Subject to the provisions of this Agreement,
at the Effective Time, automatically by virtue of the Merger and without any
action on the part of any Person:

         (a) OUTSTANDING 1ST UNITED COMMON STOCK. Each share, excluding Treasury
      Stock, of 1st United Common Stock, issued and outstanding immediately
      prior to the Effective Time shall become and be converted into the number
      of shares of Wachovia Common Stock equal to the


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      Exchange Ratio (as defined in the following sentence). The "EXCHANGE
      RATIO" shall mean a number equal to $20,875 divided by the Wachovia
      Average Stock Price (as defined below) (rounded to the nearest
      one-thousandth) provided that:

         (i)    if the Wachovia Average Stock Price exceeds $69.64375, the
                Exchange Ratio shall be 0.3; and

         (ii)   if the Wachovia Average Stock Price is less than $56.98125, the
                Exchange Ratio shall be 0.366.

         The "WACHOVIA AVERAGE STOCK PRICE" shall mean the average of the last
      sale prices of Wachovia Common Stock, as reported by the NYSE Composite
      Transactions Reporting System (as reported in THE WALL STREET JOURNAL or,
      if not reported therein, in another authoritative source), for the ten
      NYSE trading days immediately preceding the Effective Date. The Exchange
      Ratio and the determination thereof shall be subject to adjustment as set
      forth in Section 3.05.

         (b) OUTSTANDING WACHOVIA STOCK. Each share of Wachovia Stock issued and
      outstanding immediately prior to the Effective Time shall remain issued
      and outstanding and unaffected by the Merger.

         (c) TREASURY SHARES. Each share of 1st United Stock held as Treasury
      Stock immediately prior to the Effective Time shall be canceled and
      retired at the Effective Time and no consideration shall be issued in
      exchange therefor 


         3.02 RIGHTS AS STOCKHOLDERS; STOCK TRANSFERS. At the Effective Time,
holders of 1st United Stock shall cease to be, and shall have no rights as,
stockholders of 1st United, other than to receive any dividend or other
distribution with respect to such 1st United Stock with a record date occurring
prior to the Effective Time and the consideration provided under this Article
III. After the Effective Time, there shall be no transfers on the stock transfer
books of 1st United or the Surviving Corporation of shares of 1st United Stock.

         3.03 FRACTIONAL SHARES. Notwithstanding any other provision hereof, no
fractional shares of Wachovia Common Stock and no certificates or scrip
therefor, or other evidence of ownership thereof, will be issued in the Merger;
instead, Wachovia shall pay to each holder of 1st United Common Stock who would
otherwise be entitled to a fractional share of Wachovia Common Stock (after
taking into account all Old Certificates delivered by such holder) an amount in
cash (without interest) determined by multiplying such fraction by the Wachovia
Average Stock Price.

         3.04 EXCHANGE PROCEDURES. (a) As promptly as practicable after the
Effective Date and in any event within 10 business days thereof, Wachovia or
Wachovia Bank, N.A. (in such


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capacity, the "EXCHANGE AGENT"), shall send or cause to be sent to each former
holder of record of shares of 1st United Common Stock immediately prior to the
Effective Time transmittal materials for use in exchanging such, stockholder's
certificates formerly representing shares of 1st United Common Stock ("Old
Certificates") for the consideration set forth in this Article III. Wachovia
shall cause the certificates representing the shares of Wachovia Common Stock
("New Certificates") into which shares of a stockholder's 1st United Common
Stock are converted on the Effective Date and/or any check in respect of any
fractional share interests or dividends or distributions which such person
shall be entitled to receive to be delivered to such stockholder upon delivery
to the Exchange Agent of Old Certificates representing such shares of 1st United
Common Stock (or indemnity reasonably satisfactory to Wachovia and the Exchange
Agent, if any of such certificates are lost, stolen or destroyed) owned by such
stockholder. No interest until be paid on any cash to be paid in lieu of
fractional share interests or in respect of dividends or distributions which
any such person shall be entitled to receive pursuant to this Article III upon
such delivery. 1st United shall have the right to review and comment on the
transmittal materials before the Effective Date.

         (b) Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to any former holder of 1st United Common Stock
for any amount properly delivered to a public official pursuant to applicable
abandoned property, escheat or similar laws. 

         (c) At the election of Wachovia, no dividends or other distributions
with respect to Wachovia Common Stock with a record date occurring after the
Effective Time shall be paid to the holder of any unsurrendered Old Certificate
representing shares of 1st United Common Stock converted in the Merger into
the right to receive shares of such Wachovia Common Stock until the holder
thereof shall be entitled to receive New Certificates in exchange therefor in
accordance with the procedures set forth in this Section 3.04, and no such
shares of 1st United Common Stock shall be eligible to vote until the holder of
Old Certificates is entitled to receive New Certificates in accordance with the
procedures set forth in this Section 3.04. After becoming so entitled in
accordance with this Section 3.04, the record holder thereof also shall be
entitled to receive any such dividends or other distributions, without any
interest thereon, which theretofore had become payable with respect to shares of
Wachovia Common Stock such holder had the right to receive upon surrender of the
Old Certificate.

         3.05 ANTI-DILUTION PROVISIONS. In the event Wachovia changes (or
establishes a record date for changing) the number of shares of Wachovia Common
Stock issued and outstanding prior to the Effective Date as a result of a stock
split, stock dividend, recapitalization reorganization, reclassification,
reverse stock split or similar transaction (collectively the "RECAPITALIZATION")
with respect to the outstanding Wachovia Common Stock and the record date
therefor shall be prior to the Effective Date, the Exchange Ratio and the
calculation thereof shall be proportionately adjusted so that each holder of 1st
United Common Stock shall receive the number of shares of Wachovia Common Stock
that such holder would have received if the Recapitalization had occurred
immediately after the Effective Time.


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         3.06 OPTIONS. (a) Unless an Optionee shall provide 1st United with the
notice contemplated by Section 3.06(b) below, then, at the Effective Time, each
outstanding option to purchase shares of 1st United Common Stock (each, a "1ST
UNITED STOCK OPTION"), whether vested or unvested, shall be converted into an
option to acquire, on the same terms and conditions as were applicable under
such 1st United Stock Option, the number of shares of Wachovia Common Stock
equal to (i) the number of shares of 1st United Common Stock subject to the 1st
United Stock Option, multiplied by (ii) the Exchange Ratio (such product rounded
down to the nearest whole number) (a "REPLACEMENT OPTION"), at an exercise
price per share (rounded up to the nearest whole cent) equal to (A) the
aggregate exercise price for the shares of 1st United Common Stock which were
purchasable pursuant to such 1st United Stock Option divided by (B) the number
of full shares of Wachovia Common Stock subject to such Replacement Option in
accordance with the foregoing. Notwithstanding the foregoing, each 1st United
Stock Option which is intended to be an "incentive stock option" (as defined in
Section 422 of the Code) shall be adjusted in accordance with the requirements
of Section 424 of the Code. At or prior to the Effective Time, 1st United shall
take all action necessary, including obtaining any necessary consents from
holders of 1st United Stock Options, to permit the replacement of the
outstanding 1st United Stock Options by Wachovia pursuant to this Section.
Wachovia shall cause any shares to be issued pursuant to the Replacement Options
to be subject to a registration statement under the Securities Act.

         (b) If an Optionee shall provide written notice to 1st United within at
least 10 business days prior to the Effective Time of its election to treat 1st
United Stock Options in accordance with the provisions of this Section 3.06(b),
then, at the Effective Time, each then outstanding 1st United Stock Option,
whether or not vested, shall be canceled and the Optionee shall be entitled to
receive an amount of cash equal to the product of (i) the amount, if any, by
which the Merger Consideration Value (as defined below) exceeds the exercise
price per share subject to such 1st United Stock Option (whether or not vested)
and (ii) the number of shares issuable pursuant to the unexercised portion of
such 1st United Stock Option, less any required withholding taxes (the "OPTION
CONSIDERATION"). "MERGER CONSIDERATION VALUE" shall be equal to the Exchange
Ratio multiplied by the Wachovia Average Stock Price. The Option Consideration
shall be paid promptly following the Effective Time. Prior to the Effective
Time, 1st United shall take such actions as may be necessary to effectuate the
foregoing, including obtaining all applicable consents from the Optionees.


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                                   ARTICLE IV

                          ACTIONS PENDING ACQUISITION

         4.01 FOREBEARANCES OF 1ST UNITED. From the date hereof until the
Effective Time, except as expressly contemplated by this Agreement, without the
prior written consent of Wachovia, 1st United will not, and will cause each of
its Subsidiaries not to:

         (a) ORDINARY COURSE. Conduct the business of 1st United and its
      Subsidiaries other than in the ordinary and usual course or fail to use
      reasonable efforts to preserve intact their business organizations and
      assets and maintain their rights, franchises and existing relations with
      customers, suppliers, employees and business associates, or take any
      action reasonably likely to have an adverse affect upon 1st United's
      ability to perform any of its maternal obligations under this Agreement.

         (b) CAPITAL STOCK. Other than pursuant to Rights Previously Disclosed
      and outstanding on the date hereof, (A) issue, sell or otherwise permit
      to become outstanding, or authorize the creation of, any additional shares
      of 1st United Common Stock or any Rights, (B) enter into any agreement
      with respect to the foregoing, or (C) permit any additional shares of 1st
      United Common Stock to become subject to new grants of employee or
      director stock options, other Rights or similar stock-based employee
      rights.

         (c) DIVIDENDS, ETC. (a) Make, declare, pay or set aside for payment any
      dividend (other than (A) quarterly cash dividends on 1st United Common
      Stock in an amount not to exceed $0.11 per share (the "Permitted Dividend
      Amount") with record and payment dates consistent with past practice and
      (B) dividends from wholly owned Subsidiaries to 1st United or another
      wholly owned Subsidiary of 1st United) on or in respect of, or declare or
      make any distribution on any shares of, 1st United Common Stock or (b)
      directly or indirectly adjust, split, combine, redeem, reclassify,
      purchase or otherwise acquire, any shares of its capital stock; PROVIDED,
      HOWEVER, if Wachovia shall increase its regular quarterly dividend to an
      amount in excess of $0.40 per share, then the Permitted Dividend Amount
      may be increased by 1st United at its option for all simultaneous and
      future dividends in an amount proportionate to the increase in the
      Wachovia dividend.

         (d) COMPENSATION; EMPLOYMENT AGREEMENTS; ETC. Enter into or amend or
      renew any employment, consulting, severance or similar agreements or
      arrangements with any director, officer or employees of 1st United or its
      Subsidiaries, 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 applicable law, (iii) to satisfy Previously Disclosed
      contractual obligations existing as of the date hereof, or (iv) for grants
      of awards to newly hired employees consistent with past practice.


                                      -11-
<PAGE>



         (e) BENEFIT PLANS. Enter into, establish, adopt or amend (except (i) as
      may be required by applicable law or (ii) to satisfy Previously Disclosed
      contractual obligations existing as of the date hereof) any pension,
      retirement, stock option, stock purchase, savings, profit sharing,
      deferred compensation, consulting, bonus, 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 or employee of 1st United or its Subsidiaries, or
      take any action to accelerate the vesting or exercisability of stock
      options, restricted stock or other compensation or benefits payable
      thereunder.

         (f) DISPOSITIONS. Except as Previously Disclosed, sell, transfer,
      mortgage, encumber or otherwise dispose of or discontinue any of its
      assets, deposits, business or properties except in the ordinary course of
      business and in a transaction that is not material to it and its
      Subsidiaries taken as a whole.

         (g) ACQUISITIONS. Except as Previously Disclosed, acquire (other than
      by way of foreclosures or acquisitions of control in a bona fide fiduciary
      capacity or in satisfaction of debts previously contracted in good faith,
      in each case in the ordinary and usual course of business consistent with
      past practice) all or any portion of, the assets, business, deposits or
      properties of any other entity except in the ordinary course of business
      and in a transaction that is not material to it and its Subsidiaries taken
      as a whole and in which no capital stock or Rights are issued.

         (h) GOVERNING DOCUMENTS. Amend the 1st United Certificate, 1st United
      By-laws or the certificate of incorporation or by-laws (or similar
      governing documents) of any of 1st United's Subsidiaries.

         (i) ACCOUNTING METHODS. Implement or adopt any change in its accounting
      principles, practices or methods, other than as may be required by
      generally accepted accounting principles.

         (j) CONTRACTS. Except in the ordinary course of business consistent
      with past practice, enter into or terminate any material contract (as
      defined in Section 5.03(k)) or amend or modify in any material respect any
      of its existing material contracts.

         (k) CLAIMS. Settle any claim, action or proceeding, except for any
      claim, action or proceeding involving solely money damages in an amount,
      individually or in the aggregate for all such settlements, that is not
      material to 1st United and its Subsidiaries taken as a whole.

         (1) ADVERSE ACTIONS. (a) Knowingly take any action reasonably likely to
      prevent or impede the Merger from qualifying as a reorganization within
      the meaning of Section 368 of the Code, or (b) knowingly take any action
      that is intended or is reasonably likely to result in

                                      -12-
<PAGE>



      (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 VII not being satisfied or (iii) a material violation of any
      provision of this Agreement except, in each case, as may be required by
      applicable law or regulation.

         (m) RISK MANAGEMENT. Except as required by applicable law or
regulation, (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.

         (n) INDEBTEDNESS. Incur any indebtedness for borrowed money other than
in the ordinary course of business.

         (o) COMMITMENTS. Agree or commit to do any of the foregoing.

         4.02 FOREBEARANCES OF WACHOVIA. From the date hereof until the
Effective Time, except as expressly contemplated by this Agreement, without the
prior written consent of 1st United, Wachovia will not, and will cause each of
its Subsidiaries not to:

         (a) EXTRAORDINARY DIVIDENDS. Make, declare, pay or set aside for
      payment any extraordinary dividend.

         (b) ADVERSE ACTIONS. (i) Take any action which would materially
      adversely affect its ability to consummate the Merger; (ii) take any
      action reasonably likely to prevent or impede the Merger from qualifying
      as a reorganization within the meaning of Section 368 of the Code; or
      (iii) knowingly take any action that is intended or is reasonably likely
      to result in (A) 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, (B) any of the conditions to the
      Merger set forth in Article VII not being satisfied; or (C) a material
      violation of any provision of this Agreement except, in each case, as may
      be required by applicable law.







                                      -13-
<PAGE>



                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         5.01 DISCLOSURE SCHEDULES. On or prior to the date hereof, Wachovia has
delivered to 1st United a schedule and 1st United has delivered to Wachovia
schedule (respectively, its "DISCLOSURE SCHEDULE") setting forth, among other
things, items the disclosure of which is necessary or appropriate either in
response to an express disclosure requirement contained in a provision hereof or
as an exception to one or more representations or warranties contained in
Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV;
PROVIDED, that (a) no such item is required to be set forth in a Disclosure
Schedule as an exception to a representation or warranty if its absence would
not be reasonably likely to result in the related representation or warranty
being deemed untrue or incorrect under the standard established by Section 5.02,
and (b) the mere inclusion of an item in a Disclosure Schedule as an exception
to a representation or warranty shall not be deemed an admission by a party that
such item represents a material exception or fact, event or circumstance or that
such item is reasonably likely to result in a Material Adverse Effect.

         5.02 STANDARD. No representation or warranty of 1st United or Wachovia
contained in Section 5.03 or 5.04 shall be deemed untrue or incorrect, and no
party hereto shall be deemed to have breached a representation or warranty, as
a consequence of the existence of any fact, event or circumstance unless such
fact, circumstance or event, individually or taken together with all other
facts, events or circumstances inconsistent with any representation or warranty
contained in Section 5.03 or 5.04, has had or is reasonably likely to have a
Material Adverse Effect.

         5.03 REPRESENTATIONS AND WARRANTIES OF 1ST UNITED. Subject to Sections
5.01 and 5.02 and except as Previously Disclosed in a paragraph of its
Disclosure Schedule referring to the relevant paragraph below, 1st United hereby
represents and warrants to Wachovia:

         (a) ORGANIZATION, STANDING AND AUTHORITY. 1st United is a corporation
      duly organized, validly existing and in good standing under the laws of
      the State of Florida. 1st United is duly qualified to do business and is
      in good standing in the states of the United States and any foreign
      jurisdictions where its ownership or leasing of property or assets or the
      conduct of its business requires it to be so qualified.

         (b) 1ST UNITED STOCK. As of the date hereof, the authorized capital
      stock of 1st United consists solely of 20,000,000 shares of 1st United
      Common Stock, of which not more than 10,160,000 shares were outstanding as
      of the date hereof and 5,000,000 shares of 1st United Preferred Stock, of
      which no shares were outstanding as of the date hereof. As of the date
      hereof, no shares of 1st United Common Stock were held in treasury by 1st
      United or otherwise owned by 1st United or its Subsidiaries ("TREASURY
      STOCK"). The outstanding


                                      -14-
<PAGE>



      shares of 1st United Common Stock have been duly authorized and are
      validly issued and outstanding, fully paid and nonassessable, and subject
      to no preemptive rights (and were not issued in violation of any
      preemptive rights). As of the date hereof, there are no shares of 1st
      United Common Stock authorized and reserved for issuance, 1st United does
      not have any Rights issued or outstanding with respect to 1st United
      Stock, and 1st United does not have any commitment to authorize, issue or
      sell any 1st United Common Stock or Rights, except pursuant to this
      Agreement and the Stock Option Agreement.  The number of shares of 1st
      United Common Stock which are issuable and reserved for issuance upon
      exercise of 1st United Stock Options as of the date hereof, and the
      exercise prices and other terms thereof, are Previously Disclosed in 1st
      United's Disclosure Schedule.

         (c) SUBSIDIARIES. (i)(A) 1st United has Previously Disclosed a list of
      all of its Subsidiaries together with the jurisdiction of organization of
      each such Subsidiary, (B) it owns, directly or indirectly, all the issued
      and outstanding equity securities of each of its Subsidiaries, (C) no
      equity securities of any of its Subsidiaries are or may become required to
      be issued (other than to it or its wholly-owned Subsidiaries) by reason of
      any Right or otherwise, (D) there are no contracts, commitments,
      understandings or arrangements by which any of such Subsidiaries is or may
      be bound to sell or otherwise transfer any equity securities of any such
      Subsidiaries (other than to it or its wholly-owned Subsidiaries), (E)
      there are no contracts, commitments, understandings, or arrangements
      relating to its rights to vote or to dispose of such securities and (F)
      all the equity securities of each Subsidiary held by 1st United or its
      Subsidiaries are fully paid and nonassessable and are owned by 1st United
      or its Subsidiaries free and clear of any Liens.

         (ii) 1st United 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 its Subsidiaries.

         (iii) Each of 1st United's Subsidiaries has been duly organized and is
      validly existing in good standing under the laws of the jurisdiction of
      its organization, and is duly qualified to do business and in good
      standing in the jurisdictions where its ownership or leasing of property
      or the conduct of its business requires it to be so qualified.

         (d) CORPORATE POWER. 1st United and each of its Subsidiaries has the
      corporate power and authority to carry on its business as it is now being
      conducted and to own all its properties and assets, and 1st United has the
      corporate power and authority to execute, deliver and perform its
      obligations under this Agreement and the Stock Option Agreement and to
      consummate the transactions contemplated hereby and thereby.

         (e) CORPORATE AUTHORITY. Subject in the case of this Agreement to
      receipt of the requisite approval of the agreement of merger set forth in
      this Agreement by the holders of a majority of the outstanding shares of
      1st United Common Stock entitled to vote thereon (which is the

                                      -15-

<PAGE>



      only shareholder vote required thereon), this Agreement, the Stock Option
      Agreement and the transactions contemplated hereby and thereby have been
      authorized by all necessary corporate action of 1st United and the 1st
      United Board prior to the date hereof. This Agreement is a valid and
      legally bending obligation of 1st United, enforceable in accordance with
      its terms (except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
      and similar laws of general applicability relating to or affecting
      creditors' rights or by general equity principles). The 1st United Board
      of Directors has received the opinion of Hoeffer & Arnett, Inc. to the
      effect that as of the date hereof the Merger Consideration is fair to the
      holders of 1st United Common Stock from a financial point of view.

         (f) REGULATORY FILINGS; NO DEFAULTS. (i) No consents or approvals of,
      or filings or registrations with, any Governmental Authority or with any
      third party are required to be made or obtained by 1st United or any of
      its Subsidiaries in connection with the execution, delivery or performance
      by 1st United of this Agreement or the Stock Option Agreement or to
      consummate the Merger except for (A) the filing of a notice under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), (B)
      filings of applications or notices with federal and Florida banking
      authorities, (C) filings with the SEC and state securities authorities,
      and (D) the filing of articles of merger with the North Carolina Secretary
      pursuant to the NCBCA and the Florida Department of State pursuant to the
      FBCA. As of the date hereof, 1st United is not aware of any reason why the
      approvals set forth in Section 7.01(b) will not be received without the
      imposition of a condition, restriction or requirement of the type
      described in Section 7.01(b).

         (ii) Subject to receipt of the regulatory approvals referred to in the
      preceding paragraph, and expiration of related waiting periods, and
      required filings under federal and state securities laws, the execution,
      delivery and performance of this Agreement and the Stock Option Agreement
      and the consummation of the transactions contemplated hereby and thereby
      do not and will not (A) constitute a breach or violation of, or a default
      under, or give rise to any Lien, any acceleration of remedies or any right
      of termination under, any law, rule or regulation or any judgment, decree,
      order, governmental permit or license, or agreement, indenture or
      instrument of 1st United or of any of its Subsidiaries or to which 1st
      United or any of its Subsidiaries or properties is subject or bound, (B)
      constitute a breach or violation of, or a default under, the 1st United
      Certificate or the 1st United By-Laws, or (C) require any consent or
      approval under any such law, rule, regulation, judgment, decree, order,
      governmental permit or license, agreement, indenture or instrument.

         (g) FINANCIAL REPORTS AND SEC DOCUMENTS, NO MATERIAL ADVERSE EFFECT.
      (i) 1st United's Annual Reports on Form 10-K or 10-KSB for the fiscal
      years ended December 31, 1994, 1995 and 1996, and all other reports,
      registration statements, definitive proxy statements or information
      statements filed or to be filed by it or any of its Subsidiaries
      subsequent to December 31, 1994 under the Securities Act, or under Section
      13(a), 13(c), 14 or 15(d) of the

                                      -16-
<PAGE>



      Exchange Act, in the form filed or to be filed (collectively, 1st United's
      "SEC DOCUMENTS") with the SEC, as of the date filed or to be filed, (A)
      complied or will comply in all material respects as to form with the
      applicable requirements under the Securities Act or the Exchange Act, as
      the case may be, and (B) did not 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 to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; and each of the
      balance sheets contained in or incorporated by reference into any such SEC
      Document (including the related notes and schedules thereto) fairly
      presents, or will fairly present, the financial position of 1st United and
      its Subsidiaries as of its date, and each of the statements of income and
      changes in stockholders' equity and cash flows or equivalent statements in
      such SEC Documents (including any related notes and schedules thereto)
      fairly presents, or will fairly present, the results of operations,
      changes in stockholders' equity and changes in cash flows, as the case may
      be, of 1st United and its Subsidiaries for the periods to which they
      relate, in each case in accordance with generally accepted accounting
      principles consistently applied during the periods involved, except in
      each case as may be noted therein, subject to normal year-end audit
      adjustments in the case of unaudited statements.

         (ii) Since December 31, 1996, 1st United and its Subsidiaries have not
      incurred any liability other than in the ordinary course of business
      consistent with past practice.

         (iii) Since December 31, 1996, (A) 1st United and its Subsidiaries have
      conducted their respective businesses in the ordinary and usual course
      consistent with past practice (excluding the incurrence of expenses
      related to this Agreement and the transactions contemplated hereby) and
      (B) no event has occurred or circumstance arisen that, individually or
      taken together with all other facts, circumstances and events (described
      in any paragraph of Section 5.03 or otherwise), is reasonably likely to
      have a Material Adverse Effect with respect to 1st United.

         (h) LITIGATION. No litigation, claim or other proceeding before any
      court or governmental agency is pending against 1st United or any of its
      Subsidiaries and, to 1st United's knowledge, no such litigation, claim or
      other proceeding has been threatened.

         (i) REGULATORY MATTERS. (i) Neither 1st United nor any of its
      Subsidiaries or properties is a party to or is subject to any order,
      decree, agreement, memorandum of understanding or similar arrangement
      with, or a commitment letter or similar submission to, or extraordinary
      supervisory letter from, any federal or state governmental agency or
      authority charged with the supervision or regulation of financial
      institutions or issuers of securities or engaged in the insurance of
      deposits (including, without limitation, the Federal Reserve Board and the
      FDIC) or the supervision or regulation of it or any of its Subsidiaries
      (collectively, the "REGULATORY AUTHORITIES").

                                      -17-
<PAGE>



         (ii) Neither 1st United nor any of its Subsidiaries has been advised by
      any Regulatory Authority that such Regulatory Authority is contemplating
      issuing or requesting (or is considering the appropriateness of issuing or
      requesting) any such order, decree, agreement, memorandum of
      understanding, commitment letter, supervisory letter or similar
      arrangement or submission.

         (j) COMPLIANCE WITH LAWS. 1st United and each of its Subsidiaries:

            (i) is in compliance with all applicable federal, state, local and
         foreign statutes, laws, regulations, ordinances, rules, judgments,
         orders or decrees applicable thereto or to the employees conducting
         such businesses, including, without limitation, the Equal Credit
         Opportunity Act, the Fair Housing Act, the Community Reinvestment Act,
         the Home Mortgage Disclosure Act and all other applicable fair lending
         laws and other laws relating to discriminatory business practices;

            (ii) has all permits, licenses, authorizations, orders and approvals
         of, and has made all filings, applications and registrations with, all
         Governmental Authorities that are required in order to permit them to
         own or lease their properties and to conduct their businesses as
         presently conducted; all such permits, licenses, certificates of
         authority, orders and approvals are in full force and effect and, to
         1st United's knowledge, no suspension or cancellation of any of them is
         threatened; and

            (iii) has received no notification or communication from any
         Governmental Authority (A) asserting that 1st United or any of its
         Subsidiaries is not in compliance with any statute, regulation, or
         ordinance or (B) threatening to revoke any license, franchise, permit,
         or governmental authorization (nor, to 1st United's knowledge, do any
         grounds for any of the foregoing exist).

         (k) MATERIAL CONTRACTS; DEFAULTS. Except for those agreements and other
      documents filed as exhibits to its SEC Documents, neither 1st United nor
      any of its Subsidiaries is a party to, bound by or subject to any
      agreement, contract, arrangement, commitment or understanding (whether
      written or oral) (i) that is a "material contract" within the meaning of
      Item 601(b)(10) of the SEC's Regulation S-K or (ii) that restricts the
      conduct of business by it or any of its Subsidiaries. Neither it nor any
      of its Subsidiaries is in default under any contract, agreement,
      commitment, arrangement, lease, insurance policy or other instrument to
      which it is a party, by which its respective assets, business, or
      operations may be bound or affected, or under which it or its respective
      assets, business, or operations receives benefits, and there has not
      occurred any event that, with the lapse of time or the giving of notice or
      both, would constitute such a default.

         (l) NO BROKERS. No action has been taken by 1st United that would give
      rise to any valid claim against any party hereto for a brokerage
      commission, finder's fee or other like payment

                                      -18-
<PAGE>



      with respect to the transactions contemplated by this Agreement,
      excluding a Previously Disclosed fee to be paid to Hoeffer & Arnett, Inc.

         (m) EMPLOYEE BENEFIT PLANS. (i) Section 5.03(m)(i) of 1st United's
      Disclosure Schedule contains a complete and accurate list of all existing
      bonus, incentive, deferred compensation, pension, retirement,
      profit-sharing, thrift, savings, employee stock ownership, stock bonus,
      stock purchase, restricted stock, stock option, severance, welfare and
      fringe benefit plans, employment or severance agreements and all similar
      practices, policies and arrangements in which any employee or former
      employee (the "Employees"), consultant or former consultant (the
      "Consultants") or director or former director (the "DIRECTORS") of 1st
      United or any of its Subsidiaries participates or to which any such
      Employees, Consultants or Directors are a party (the "COMPENSATION AND
      BENEFIT PLANS"). Neither 1st United nor any of its Subsidiaries has any
      commitment to create any additional Compensation and Benefit Plan or to
      modify or change any existing Compensation and Benefit Plan.

         (ii) Each Compensation and Benefit Plan has been operated and
      administered in all material respects in accordance with its terms and
      with applicable law, including, but not limited to, ERISA, the Code, the
      Securities Act, the Exchange Act, the Age Discrimination in Employment
      Act, and any regulations or rules promulgated thereunder, and all filings,
      disclosures and notices required by ERISA, the Code, the Securities Act,
      the Exchange Act, the Age Discrimination in Employment Act or any other
      applicable law have been timely made. Each Compensation and Benefit Plan
      which is an "employee pension benefit plan" within the meaning of Section
      3(2) of ERISA (a "PENSION PLAN") and which is intended to be qualified
      under Section 401(a) of the Code has received a favorable determination
      letter (including a determination that the related trust under such
      Compensation and Benefit Plan is exempt from tax under Section 501(a) of
      the Code) from the Internal Revenue Service ("IRS") for "TRA" (as defined
      in Rev. Ploc. 93-39), or will file for such determination letter prior to
      the expiration of the remedial amendment period for such Compensation and
      Benefit Plan, and 1st United is not aware of any circumstances likely to
      result in revocation of any such favorable determination letter. There is
      no material pending or, to the knowledge of 1st United, threatened legal
      action, suit or claim relating to the Compensation and Benefit Plans,
      other than routine claims for benefits. Neither 1st United nor any of its
      Subsidiaries has engaged in a transaction, or omitted to take any action,
      with respect to any Compensation and Benefit Plan that would reasonably be
      expected to subject 1st United or any of its Subsidiaries to a tax or
      penalty imposed by either Section 4975 of the Code or Section 502 of
      ER1SA, assume for purposes of Section 4975 of the Code that the taxable
      period of any such transaction expired as of the date hereof.

         (iii) No liability (other than for payment of premiums to the PBGC
      which have been made or will be made on a timely basis) under Title IV of
      ERISA has been or is expected to be incurred by 1st United or any of its
      Subsidiaries with respect to any ongoing, frozen or terminated
      "single-employer plan", within the meaning of Section 4001(a)(15) of
      ERISA,

                                      -19-

<PAGE>



      currently or formerly maintained by any of them, or any single-employer
      plan of any entity (an "ERISA AFFILIATE") which is considered one employer
      with 1st United under Section 4001(a)(14) of ERISA or Section 414(b) or
      (c) of the Code (an "ERISA AFFILIATE PLAN"). None of 1st United, any of
      its Subsidiaries or any ERISA Affiliate has contributed, or has been
      obligated to contribute, to a multiemployer plan under Subtitle E of Title
      IV of ERISA at any time since September 26, 1980. 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, has been required to
      be filed for any Compensation and Benefit Plan or by any ERISA Affiliate
      Plan with the 12-month period ending on the date hereof, any to the
      knowledge of 1st United no such notice will be required to be filed as a
      result of the transactions contemplated by this Agreement. The PBGC has
      not instituted proceedings to terminate any Pension Plan or ERISA
      Affiliate Plan and, to 1st United's knowledge, no condition exists that
      presents a material risk that such proceedings will be instituted. To the
      knowledge of 1st United, there is no pending investigation or enforcement
      action by the PBGC, the Department of Labor (the "DOL") or IRS or any
      other government agency with respect to any Compensation and Benefit Plan.
      Under each Pension Plan and ERISA Affiliate Plan, as of the date of the
      most recent actuarial valuation performed prior to the date of this
      Agreement, the actuarially determined present value of all "benefit
      liabilities", within the meaning of Section 4001(a)(16) of ERISA (as
      determined on the basis of the actuarial assumptions contained in such
      actuarial valuation of such Pension Plan or ERISA Affiliate Plan), did not
      exceed the then current value of the assets of such Pension Plan or ERISA
      Affiliate Plan and since such date there has been neither an adverse
      change in the financial condition of such Pension Plan or ERISA Affiliate
      Plan nor any amendment or other change to such Pension Plan or ERISA
      Affiliate Plan that would increase the amount of benefits thereunder 
      which reasonably could be expected to change such result.

         (iv) All contributions required to be made under the terms of any
      Compensation and Benefit Plan or ERISA Affiliate Plan or any employee
      benefit arrangements under any collective bargaining agreement to which
      1st United or any of its Subsidiaries is a party have been timely made or
      have been reflected on 1st United's financial statements. Neither any
      Pension Plan nor any ERISA Affiliate Plan has an "accumulated funding
      deficiency" (whether or not waived) with the meaning of Section 412 of the
      Code or Section 302 of ERISA and all required payments to the PBGC with
      respect to each Pension Plan or ERISA Affiliate Plan have been made on or
      before their due dates. None of 1st United, any of its Subsidiaries or any
      ERISA Affiliate (x) has provided, or would reasonably be expected to be
      required to provide, security to any Pension Plan or to any ERISA
      Affiliate Plan pursuant to Section 401(a)(29) of the Code, and (y) has
      taken any action, or omitted to take any action, that has resulted, or
      would reasonably be expected to result, in the imposition of a lien under
      Section 412(n) of the Code or pursuant to ERISA.

         (v) Neither 1st United nor any of its Subsidiaries has any obligations
      to provide retiree health and life insurance or other retiree death
      benefits under any Compensation and Benefit

                                      -20-
<PAGE>



      Plan, other than benefits mandated by Section 4980B of the Code, and each
      such Compensation and Benefit Plan may be amended or terminated without
      incurring liability thereunder. There has been no communication to
      Employees by 1st United or any of its Subsidiaries that would reasonably
      be expected to promise or guarantee such Employees retiree health or life
      insurance or other retiree death benefits on a permanent basis.

         (vi) With respect to each Compensation and Benefit Plan, if applicable,
      1st United has provided, or made available to Wachovia, true and complete
      copies of existing: (A) Compensation and Benefit Plan documents and
      amendments thereto; (B) test instruments and insurance contracts; (C) two
      most recent Forms 5500 filed with the IRS; (D) most recent actuarial
      report and financial statement; (E) the most recent summary plan
      description; (F) forms filed with the PBGC (other than for premium
      payments); (G) most recent determination letter issued by the IRS, (H) any
      Form 5310 or Form 5330 filed with the IRS; and (I) most recent
      nondiscrimination tests performed under ERISA and the Code (including
      401(k) and 401(m) tests).

         (vii) The consummation of the transactions contemplated by this
      Agreement would not, directly or indirectly (including, without
      limitation, as a result of any termination of employment prior to or
      following the Effective Time) reasonably be expected to (A) entitle any
      Employee, Consultant or Director to any payment (including severance pay
      or similar compensation) or any increase in compensation, (B) result in
      the vesting or acceleration of any benefits under any Compensation and
      Benefit Plan or (C) result in any material increase in benefits payable
      under any Compensation and Benefit Plan.

         (viii) Neither 1st United nor any of its Subsidiaries maintains any
      compensation plans, programs or arrangements the payments under which
      would not reasonably be expected to be deductible as a result of the
      limitations under Section 162(m) of the Code and the regulations issued
      thereunder.

         (ix) As a result, directly or indirectly, of the transactions
      contemplated by this Agreement (including, without limitation, as a result
      of any termination of employment prior to or following the Effective
      Time), none of Wachovia, 1st United or the Surviving Corporation, or any
      of their respective Subsidiaries will be obligated to make a payment that
      would be characterized as an "excess parachute payment" to an individual
      who is a "disqualified individual" (as such terms are defined in Section
      280G of the Code), without regard to whether such payment is reasonable
      compensation for personal services performed or to be performed in the
      future.

         (n) LABOR MATTERS. Neither 1st United nor any of its Subsidiaries is a
      party to or is bound by any collective bargaining agreement, contract or
      other agreement or understanding with a labor union or labor organization,
      nor is 1st United or any of its Subsidiaries the subject of a proceeding
      asserting that it or any such Subsidiary has committed an unfair labor
      practice

                                      -21-
<PAGE>



      (within the meaning of the National Labor Relations Act) or seeking to
      compel 1st United or any such Subsidiary to bargain with any labor
      organization as to wages or conditions of employment, nor is there any
      strike or other labor dispute involving it or any of its Subsidiaries
      pending or, to 1st United's knowledge, threatened, nor is 1st United
      aware of any activity involving its or any of its Subsidiaries' employees
      seeking to certify a collective bargaining unit or engaging in other
      organizational activity.

         (o) TAKEOVER LAWS; DISSENTERS RIGHTS. 1st United has taken all action
      required to be taken by it in order to exempt this Agreement, the Stock
      Option Agreement and the transactions contemplated hereby and thereby
      from, and this Agreement, the Stock Option Agreement and the transactions
      contemplated hereby and thereby are exempt from, the requirements of any
      "moratorium", "control share", "fair price" "affiliate transaction",
      "business combination" or other antitakeover laws and regulations of any
      state (collectively, "TAKEOVER LAWS"), including, without limitation, the
      State of Florida, and including, without limitation, Sections 607.0901 and
      607.0902 of the FBCA. Holders of 1st United Common Stock do not have
      dissenters rights in connection with the Merger.

         (p) ENVIRONMENTAL MATTERS. To the knowledge of 1st United and its
      Subsidiaries, neither the conduct nor operation of 1st United or its
      Subsidiaries nor any condition of any property presently or previously
      owned, leased or operated by any of them (including, without limitation,
      in a fiduciary or agency capacity), or on which any of them holds a Lien,
      violates or violated Environmental Laws and no condition has existed or
      event has occurred with respect to any of them or any such property that,
      with notice or the passage of time, or both, is reasonably likely to
      result in liability under Environmental Laws. Neither 1st United nor any
      of its Subsidiaries has received any notice from any person or entity that
      1st United or its Subsidiaries or the operation or condition of any
      property ever owned, leased, operated, or held as collateral or in a
      fiduciary or agency capacity by any of them are or were in violation of or
      otherwise are alleged to have liability under any Environmental Law,
      including, but not limited to, responsibility (or potential
      responsibility) for the cleanup or other remediation of any pollutants,
      contaminants, or hazardous or toxic wastes, substances or materials at,
      on, beneath, or originating from any such property.

         (q) TAX MATTERS. (i) All Tax Returns that are required to be filed by
      or with respect to 1st United and its Subsidiaries have been duly filed,
      (ii) all Taxes shown to be due on the Tax Returns referred to in clause
      (i) have been paid in fu11 or are being disputed in good faith, (iii) the
      Tax Returns referred to in clause (i) have been examined by the Internal
      Revenue Service or the appropriate state, local or foreign taxing
      authority or the period for assessment of the Taxes in respect of which
      such Tax Returns were required to be filed has expired, (iv) all
      deficiencies asserted or assessments made as a result of such examinations
      have been paid in full or are being disputed in good faith, (v) no issues
      that have been raised by the relevant taxing authority in connection with
      the examination of any of the Tax Returns referred to in clause (i) are
      currently pending, and (vi) no waivers of statutes of limitation have been
      given

                                      -22-
<PAGE>



      by or requested with respect to any Taxes of 1st United or its
      Subsidiaries. 1st United has made available to Wachovia true and correct
      copies of the United States federal income Tax Returns filed by 1st United
      and its Subsidiaries for each of the three most recent fiscal years ended
      on or before December 31, 1993. Neither 1st United nor any of its
      Subsidiaries has any liability with respect to income, franchise or
      similar Taxes that accrued on or before the end of the most recent period
      covered by 1st United's SEC Documents filed on or prior to the date hereof
      in excess of the amounts accrued with respect thereto that are reflected
      in the financial statements included in 1st United's SEC Documents filed
      prior to the date hereof. As of the date hereof, neither 1st United nor
      any of its Subsidiaries has any reason to believe that any conditions
      exist that might prevent or impede the Merger from qualifying as a
      reorganization within the meaning of Section 368(a) of the Code.

         (r) DERIVATIVES AND SIMILAR INSTRUMENTS. All interest rate swaps, caps,
      floors, option agreements, futures and forward contracts and other
      similar arrangements, whether entered into for 1st United's own account,
      or for the account of one or more of 1st United's Subsidiaries or their
      customers (all of which are listed on 1st United's Disclosure Schedule),
      were entered into (i) in accordance with prudent business practices and
      all applicable laws, rules, regulations and regulatory policies and (ii)
      with counterparties believed to be financially responsible at the time;
      and each of them constitutes the valid and legally binding obligation of
      1st United or one of its Subsidiaries, enforceable in accordance with its
      terms (except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent transfer and similar
      laws of general applicability relating to or affecting creditors' rights
      or by general equity principles), and are in full force and effect.
      Neither 1st United nor its Subsidiaries, nor to 1st United's knowledge any
      other party thereto, is in breach of any of its obligations under any such
      agreement or arrangement.

         (s) BOOKS AND RECORDS. The books and records of 1st United and its
      Subsidiaries have been fully, properly and accurately maintained in all
      material respects, and there are no material inaccuracies or discrepancies
      of any kind contained or reflected therein, and they fairly present the
      financial position of 1st United and its Subsidiaries.

         (t) INSURANCE. 1st United's Disclosure Schedule sets forth all of the
      insurance policies, binders, or bonds maintained by 1st United or its
      Subsidiaries or under which 1st United pays the premiums ("INSURANCE
      POLICIES"). 1st United and its Subsidiaries are insured with reputable
      insurers against such risks and in such amounts as the management of 1st
      United reasonably has determined to be prudent in accordance with industry
      practices. All the Insurance Policies are full force and effect; 1st
      United and its Subsidiaries are not in maternal default thereunder; and
      all claims thereunder have been filed in due and timely fashion.

         (u) ASSET CLASSIFICATION. 1st United has Previously Disclosed a list,
      accurate and complete in all material respects, of the aggregate amounts
      of loans, extensions of credit or


                                      -23
<PAGE>



      other assets of it and its Subsidiaries that have been classified by it as
      of June 30, 1997 (the "Asset Classification"); and no amounts of loans,
      extensions of credit or other assets that have been classified as of June
      30, 1997 by any Regulatory Authority as "Other Loans Specially Mentioned",
      "Substandard", "Doubtful", "Loss", or words of similar import are excluded
      from the amounts disclosed in the Asset Classification, other than amounts
      of loans, extensions of credit or other assets that were charged off by it
      or a Subsidiary prior to June 30, 1997.

         (v) DISCLOSURE. The representations and warranties contained in this
      Section 5.03 do not contain any untrue statement of a material fact or
      omit to state any material fact necessary in order to make the statements
      and information contained in this Section 5.03 not misleading.

         5.04 REPRESENTATIONS AND WARRANTIES OF WACHOVIA. Subject to Sections
501 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure
Schedule referring to the relevant paragraph below, Wachovia hereby represents
and warrants to 1st United as follows:

         (a) ORGANIZATION, STANDING AND AUTHORITY. Wachovia is duly organized,
      validly existing and in good standing under the laws of the State of North
      Carolina. Wachovia is duly qualified to do business and is in good
      standing in the states of the United States and foreign jurisdictions
      where its ownership or leasing of property or assets or the conduct of its
      business requires it to be so qualified. Wachovia has in effect all
      federal, state, local, and foreign governmental authorizations necessary
      for it to own or lease its properties and assets and to carry on its
      business as it is now conducted.

         (b) WACHOVIA STOCK. (i) As of the date hereof, the authorized capital
      stock of Wachovia consists solely of 500,000,000 shares of Wachovia Common
      Stock, of which _________ shares were outstanding as of the date hereof
      and 50,000,000 shares of Wachovia Preferred Stock, of which no shares were
      outstanding as of the date hereof. As of the date hereof, except in
      connection with its publicly disclosed acquisitions, or as previously
      disclosed, Wachovia does not have any Rights issued or outstanding with
      respect to Wachovia Stock, and Wachovia does not have any commitment to
      authorize, issue or sell any Wachovia Stock or Rights, except pursuant to
      this Agreement.

         (ii) The shares of Wachovia Common Stock to be issued in exchange for
      shares of 1st United Common Stock in the Merger, when issued in accordance
      with the terms of this Agreement, will be duly authorized, validly issued,
      filly paid and nonassessable.

         (c) SUBSIDIARIES. Each of Wachovia's Significant Subsidiaries has been
      duly organized and is validly existing in good standing under the laws of
      the jurisdiction of its organization, and is duly qualified to do business
      and in good standing in the jurisdictions where its ownership or leasing
      of property or the conduct of its business requires it to be so qualified

                                      -24-
<PAGE>



     and it owns, directly or indirectly, all the issued and outstanding equity
     securities of each of its Significant Subsidiaries.

         (d) CORPORATE POWER. Wachovia and each of its Significant Subsidiaries
      has the corporate power and authority to carry on its business as it is
      now being conducted and to own all its properties and assets; and Wachovia
      has the corporate power and authority to execute, deliver and perform its
      obligations under this Agreement and to consummate the transactions
      contemplated hereby.

         (e) CORPORATE AUTHORITY. This Agreement and the transactions
      contemplated hereby have been authorized by all necessary corporate action
      of Wachovia and its Board of Directors and does not require any vote of
      stockholders. This Agreement is a valid and legally binding agreement of
      Wachovia enforceable in accordance with its terms (except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer and similar laws of
      general applicability relating to or affecting creditors' rights or by
      general equity principles).

         (f) REGULATORY APPROVALS; NO DEFAULTS. No consents or approvals of, or
      filings or registrations with, any court, administrative agency or
      commission or other governmental authority or instrumentality or with any
      third party are required to be made or obtained by Wachovia or any of its
      Subsidiaries in connection with the execution, delivery or performance
      by Wachovia of this Agreement or to consummate the Merger except for (A)
      the filing of a notice under the Hart-Scott-Rodino Antitrust Improvement
      Act of 1976 (the "HSR ACT"); (B) the filing of applications and notices,
      as applicable, with federa1 and Florida banking authorities; (C) approval
      of the listing on the NYSE of Wachovia Common Stock to be issued in the
      Merger; (D) the filing and declaration of effectiveness of the
      Registration Statement; (E) the filing of articles of merger with the
      North Carolina Secretary pursuant to the NCBCA and the Florida Department
      of State pursuant to the FBCA; (F) such filings as are required to be made
      or approvals as are required to be obtained under the securities or "Blue
      Sky" laws of various states in connection with the issuance of Wachovia
      Stock in the Merger; and (G) receipt of the approvals set forth in Section
      7.01(b). As of the date hereof, Wachovia is not aware of any reason why
      the approvals set forth in Section 7.01(b) will not be received without
      the imposition of a condition, restriction or requirement of the type
      described in Section 7.01(b)

         (ii) Subject to receipt of the regulatory approvals referred to in the
      preceding paragraph and expiration of the related waiting periods, and
      required filings under federal and state securities laws, the execution,
      delivery and performance of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not (A) constitute a
      breach or violation of, or a default under, or give rise to any Lien, any
      acceleration of remedies or any right of termination under, any law, rule
      or regulation or any judgment, decree, order, governmenta1 permit or
      license, or agreement, indenture or instrument of

                                      -25-
<PAGE>



      Wachovia or of any of its Subsidiaries or to which Wachovia or any of its
      Subsidiaries or properties is subject or bound, (B) constitute a breach or
      violation of, or a default under, the certificate of incorporation or
      by-laws (or similar governing documents) of Wachovia or any of its
      Subsidiaries, or (C) require any consent or approval under any such law,
      rule, regulation, judgment, decree, order, governmental permit or license,
      agreement, indenture or instrument.

         (g) FINANCIAL REPORTS AND SEC DOCUMENTS; MATERIAL ADVERSE EFFECT. (i)
      Wachovia's SEC Documents, as of the date filed, (A) complied or will
      comply in all material respects as to form with the applicable
      requirements under the Securities Act or the Exchange Act, as the case may
      be, and (B) did not 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 to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; and each of the
      balance sheets contained in or incorporated by reference into any such SEC
      Document (including the related notes and schedules thereto) fairly
      presents, or will fairly present, the financial position of Wachovia and
      its Subsidiaries as of its date, and each of the statements of income and
      changes in stockholders' equity audit cash flows or equivalent statements
      in such SEC Documents (including any related notes and schedules thereto)
      fairly presents, or will fairly present, the results of operations,
      changes in stockholders' equity and changes in cash flows, as the case may
      be, of Wachovia and its Subsidiaries for the periods to which they relate,
      in each case in accordance with generally accepted accounting principles
      consistently applied during the periods involved, except in each case as
      may be noted therein, subject to normal year-end audit adjustments in the
      case of unaudited statements.

         (ii) Since December 31, 1996, no event has occurred or circumstance
      arisen that, individually or taken together with all other facts,
      circumstances and events (described in any paragraph of Section 5.04 or
      otherwise), is reasonably likely to have a Material Adverse Effect with
      respect to Wachovia.

         (h) LITIGATION; REGULATORY ACTION. (i) Other than as set forth in its
      SEC Document filed on or before the date hereof, no litigation, claim or
      other proceeding before any Governmental Authority is pending against
      Wachovia or any of its Subsidiaries and, to the best of Wachovia's
      knowledge, no such litigation, claim or other proceeding has been
      threatened.

         (ii) Neither Wachovia nor any of its Subsidiaries or properties is a
      party to or is subject to any order, decree, agreement, memorandum of
      understanding or similar arrangement with, or a commitment letter or
      similar submission to, or extraordinary supervisory letter from a
      Regulatory Authority, nor has Wachovia or any of its Subsidiaries been
      advised by a Regulatory Authority that such agency is contemplating
      issuing or requesting (or is considering the appropriateness of issuing or
      requesting) any such order, decree, agreement, memorandum of
      understanding, commitment letter, supervisory letter or similar submission
      or arrangement.

                                      -26-
<PAGE>



         (i) COMPLIANCE WITH LAWS.   Wachovia and each of its Subsidiaries:

            (i) in the conduct of its business, is in compliance with all
         applicable federal, state, local and foreign statutes, laws,
         regulations, ordinances, rules, judgments, orders or decrees applicable
         thereto or to the employees conducting such businesses, including,
         without limitation, the Equal Credit Opportunity Act, the Fair Housing
         Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act
         and all other applicable fair lending laws and other laws relating to
         discriminatory business practices;

            (ii) has all permits, licenses, authorizations, orders and approvals
         of, and has made all filings, applications and registrations with, all
         Governmental Authorities that are required in order to permit them to
         conduct their businesses substantially as presently conducted; all such
         permits, licenses, certificates of authority, orders and approvals are
         in full force and effect and, to the best of its knowledge, no
         suspension or cancellation of any of them is threatened; and

            (iii) as of the date hereof, has received no notification or
         communication from any Governmental Authority (A) asserting that
         Wachovia or any of its Subsidiaries is not in compliance with any
         statute, regulation, or ordinance or (B) threatening to revoke any
         license, franchise, permit, or governmental authorization (nor, to
         Wachovia's knowledge, do any grounds for any of the foregoing exist).

         (j) NO BROKERS. No action has been taken by Wachovia that would give
      rise to any valid claim against any party hereto for a brokerage
      commission, finder's fee or other like payment with respect to the
      transactions contemplated by this Agreement.

         (k) TAX MATTERS. As of the date hereof, neither Wachovia nor any of its
      Subsidiaries has any reason to believe that any conditions exist that
      might prevent or impede the Merger from qualifying as a reorganization
      within the meaning of Section 368(a) of the Code.

         (l) DISCLOSURE. The representations and warranties contained in this
      Section 5.04 do not contain any untrue statement of a material fact or
      omit to state any material fact necessary in order to make the statements
      and information contained in this Section 5.04 not misleading.

                                   ARTICLE VI

                                   COVENANTS

         6.01 REASONABLE BEST EFFORTS. Subject to the terms and conditions of
this Agreement, each of 1st United and Wachovia agrees to use its reasonable
best efforts in good faith to take, or cause to be taken, all actions, and to
do, or cause to be done, all things necessary, proper

                                      -27-
<PAGE>



or desirable, or advisable under applicable laws, so as to permit consummation 
of the Merger as promptly as practicable and otherwise to enable consummation 
of the transactions contemplated hereby and shall cooperate fully with the other
party hereto to that end.

         6.02 STOCKHOLDER APPROVALS. 1st United agrees to take, in accordance
with applicable law or NASDAQ rules and its articles of incorporation and
by-laws, all action necessary to convene an appropriate meeting of stockholders
of 1st United to consider and vote upon the approval and adoption of this
Agreement and any other matters required to be approved by 1st United's
stockholders for consummation of the Merger (including any adjournment or
postponement, the "1ST UNITED MEETING") as promptly as practicable after the
Registration Statement is declared effective. Except to the extent legally
required for the discharge by the 1st United Board of its fiduciary duties as
advised in writing by its counsel, the 1st United Board shall recommend such
approval, and 1st United shall take all reasonable, lawful action to solicit
such approval by its stockholders. At the request of Wachovia, 1st United will
utilize a professional proxy solicitation firm to assist it in procuring the
necessary stockholder vote. The 1st United Board in discharging its fiduciary
duties connection with the foregoing, may request and take into consideration a
letter from Hoeffer & Arnett, Inc., regarding whether or not the Merger
Consideration to be received by 1st United's shareholders in connection with the
Merger is fair to such shareholders from a financial point of view. 

         6.03 REGISTRATION STATEMENT. (a) Wachovia agrees to prepare a
registration statement on Form S-4 (the "REGISTRATION STATEMENT") to be filed by
Wachovia with the SEC in connection with the issuance of Wachovia Stock in the
Merger (including the proxy statement and prospectus and other proxy
solicitation materials of 1st United constituting a part thereof (the "PROXY
STATEMENT") and all related documents). Each of the parties hereto 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 1st United and its Subsidiaries have
cooperated as required above, Wachovia agrees to file the Proxy Statement in
preliminary form with the SEC as promptly as reasonably practicable, and to file
the Registration Statement with the SEC as soon as reasonably practicable after
any SEC comments with respect to the preliminary Proxy Statement are resolved.
Each of 1st United and Wachovia agrees to use all reasonable efforts to cause
the Registration Statement to be declared effective under the Securities Act as
promptly as reasonably practicable after filing thereof. Wachovia also agrees to
use all reasonable efforts to obtain all necessary state securities law or "Blue
Sky" permits and approvals required to carry out the transactions contemplated
by this Agreement. 1st United agrees to furnish to Wachovia all information
concerning 1st United, its Subsidiaries, officers, directors and stockholders as
may be reasonably requested in connection with the foregoing.

         (b) Each of 1st United and Wachovia agrees, as to itself and its
Subsidiaries, that none of the information supplied or to be supplied by it
for inclusion or incorporation by reference in (i) the Registration Statement
will, at the time the Registration Statement and each amendment or

                                      -28-
<PAGE>



supplement thereto, if any, becomes effective under the Securities Act, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) the Proxy Statement and any amendment or supplement thereto
will, at the date of mailing to stockholders and at the time of the 1st United
Meeting, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or any statement which, in the light of the circumstances
under which such statement is made, will be false or misleading with respect to
any material fact, or which will omit to state any material fact necessary in
order to make the statements therein not false or misleading or necessary to
correct any statement in any earlier statement in the Proxy Statement or any
amendment or supplement thereto. Each of 1st United and Wachovia further agrees
that if it shall become aware prior to the Effective Date 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
misleading, to promptly inform the other party thereof and to take the necessary
steps to correct the Proxy Statement.

         (c) Wachovia agrees to advise 1st United, promptly after Wachovia
receives notice thereof, of the time when the Registration Statement has become
effective or any supplement or amendment has been filed, of the issuance of any
stop order or the suspension of the qualification of Wachovia Stock for offering
or sale in any jurisdiction, of the initiation or threat of any proceeding for
any such purpose, or of any request by the SEC for the amendment or supplement
of the Registration Statement or for additional information.

         6.04 PRESS RELEASES. Each of 1st United and Wachovia agrees that it
will not, without the prior approval of the other party (which will not
unreasonably be withheld), issue any press release or written statement for
general circulation relating to the transactions contemplated hereby, except as
otherwise required by applicable law or regulation or NYSE rules.

         6.05 ACCESS; INFORMATION. (a) Each of 1st United and Wachovia agrees
that upon reasonable notice and subject to applicable laws relating to the
exchange of information, it shall afford the other party and the other party's
officers, employees, counsel, accountants and other authorized representatives,
such access during normal business hours throughout the period prior to the
Effective Time to the books, records (including, without limitation, tax returns
and work papers of independent auditors), properties, personnel and to such
other information as any party may reasonably request and, during such period,
it shall furnish promptly to such other party (i) a copy of each material
report, schedule and other document filed by it pursuant to the requirements of
federal or state securities or banking laws, and (ii) all other information
concerning the business, properties and personnel of it as the other may
reasonably request.

         (b) Each agrees that it will not, and will cause its representatives
not to, use any information obtained pursuant to this Section 6.05 (as well as
any other information obtained prior to the

                                      -29-
<PAGE>



date hereof in connection with the entering into of this Agreement) for any
purpose unrelated to the consummation of the transactions contemplated by this
Agreement. Subject to the requirements of law, each party will keep
confidential, and will cause its representatives to keep confidential, all
information and documents obtained pursuant to this Section 6.05 (as well as any
other information obtained prior to the date hereof in connection with the
entering into of this Agreement) unless such information (i) was already known
to such party, (ii) becomes available to such party from other sources not known
by such party to be bound by a confidentiality obligation, (iii) is disclosed
with the prior written approval of the party to which such information pertains
or (iv) is or becomes readily ascertainable from published information or trade
sources. In the event that this Agreement is terminated or the transactions
contemplated by this Agreement shall otherwise fail to be consummated, each
party shall promptly cause all copies of documents or extracts thereof
containing information and data as to another party hereto to be returned to the
party which furnished the same. No investigation by either party of the business
and affairs of the other shall affect or be deemed to modify or waive any
representation, warranty, covenant or agreement in this Agreement, or the
conditions to either party's obligation to consummate the transactions
contemplated by this Agreement.

         6.06 ACQUISITION PROPOSALS. 1st United agrees that neither it nor any
of its Subsidiaries nor any of the respective officers and directors of 1st
United or its Subsidiaries shall, and 1st United shall direct and use its
reasonable best efforts to cause its employees, agents and representatives
(including, without limitation, any investment banker, attorney or accountant
retained by it or any of its Subsidiaries) not to, initiate, solicit or
encourage, directly or indirectly, any enquiries or the making of any proposal
or offer (including, without limitation, any proposal or offer to stockholders
of 1st United) with respect to a merger, consolidation or similar transaction
involving, or any purchase of all or any significant portion of the assets or
any equity securities of, 1st United or its Significant Subsidiary (any such
proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL")
or, except to the extent legally required for the discharge by the 1st United
Board of its fiduciary duties as advised in wrong by its counsel, engage in any
negotiations concerning, or provide any confidential information or data to, or
have any discussions with, any person relating to an Acquisition Proposal, or
otherwise facilitate any effort or attempt to make or implement an Acquisition
Proposal. 1st United shall immediately cease and cause to be terminated any
activities, discussions or negotiations conducted prior to the date of this
Agreement with any parties other than Wachovia with respect to any of the
foregoing and shall use its reasonable best efforts to enforce any
confidentiality or similar agreement relating to an Acquisition Proposal. 1st
United shall promptly (within 24 hours) advise Wachovia following the receipt by
1st United of any Acquisition Proposal and the substance thereof (including the
identity of the person making such Acquisition Proposal), and advise Wachovia of
any developments of significance with respect to such Acquisition Proposal
immediately upon the occurrence thereof

         6.07 AFFILIATE AGREEMENTS. (a) Not later than the 15th day prior to the
mailing of the Proxy Statement, 1st United shall deliver to Wachovia, a schedule
of each person that, to its

                                      -30-
<PAGE>



knowledge, is or is reasonably likely to be, as of the date of the 1st United 
Meeting, deemed to be an "affiliate" of it (each, a "1ST UNITED AFFILIATE") as 
that term is used in Rule 145 under the Securities Act.

         (b) 1st United shall use its reasonable best efforts to cause each
person who may be deemed to be a 1st United Affiliate to execute and deliver to
Wachovia on or before the date of mailing of the Proxy Statement an "affiliates
agreement" in form and substance reasonably satisfactory to Wachovia. 

         6.08 SHAREHOLDER AGREEMENT. 1st United shall use its best efforts to
cause any shareholder of 1st United who is also a director of 1st United and who
has not entered into an agreement with Wachovia, in the form of EXHIBIT B
hereto, prior to the date hereof, to enter into such an agreement within five
business days of the date hereof.

         6.09 TAKEOVER LAWS. No party hereto shall take any action that would
cause the transactions contemplated by this Agreement or the Stock Option
Agreement to be subject to requirements imposed by any Takeover Law and each of
them shall take all necessary steps within its control to exempt (or ensure the
continued exemption of) the transactions contemplated by this Agreement from, or
if necessary challenge the validity or applicability of, any applicable Takeover
Law, as now or hereafter in effect.

         6.10 CERTAIN POLICIES. Prior to the Effective Date, 1st United shall,
consistent with generally accepted accounting principles and on a basis mutually
satisfactory to it aud Wachovia, 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 Wachovia; PROVIDED, HOWEVER, that 1st United shal1 not be obligated to take
any such action pursuant to this Section 6.09 unless and until Wachovia
acknowledges that all conditions to its obligation to consummate the Merger have
been satisfied.

         6.11 NYSE LISTING. Wachovia agrees to use its reasonable best efforts
to list, prior to the Effective Date, on the NYSE, subject to official notice of
issuance, the shares of Wachovia Common Stock to be issued to the holders of 1st
United Common Stock in the Merger.

         6.12 REGULATORY APPLICATIONS. (a) Wachovia and 1st United and their
respective Subsidiaries shall cooperate and use their respective reasonable best
efforts to prepare all documentation, to effect all filings and to obtain all
permits, consents, approvals and authorizations of all third parties and
Governmental Authorities necessary to consummate the transactions contemplated
by this Agreement. Each of Wachovia and 1st United shall have the right to
review in advance, and to the extent practicable each will consult with the
other, in each case subject to applicable laws relating to the exchange of
information, with respect to, all material written information submitted to any
third party or any Governmental Authority in connection with the transactions
contemplated by this Agreement.  In exercising the foregoing right, each of

                                      -31-
<PAGE>



the parties hereto agrees to act reasonably and as promptly as practicable. Each
party hereto agrees that it will consult with the other party hereto with
respect to the obtaining of all material permits, consents, approvals and
authorizations of all third parties and Governmental Authorities necessary or
advisable to consummate the transactions contemplated by this Agreement and
each party will keep the other party appraised of the status of material matters
relating to completion of the transactions contemplated hereby.

         (b) 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 reasonably necessary or advisable
in connection with any filing, notice or application made by or on behalf of
such other party or any of its Subsidiaries to any third party or Governmental
Authority.

         6.13 INDEMNIFICATION. (a) Following the Effective Date and for a period
of six years thereafter, Wachovia shall indemnify, defend and hold harmless the
past and present directors and officers of 1st United and its Subsidiaries
(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 1st
United is permitted to indemnify (and advance expenses to) its directors and
officers under the laws of the State of Florida, the 1st United Certificate and
the 1st United By-Laws 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, the
1st United Certificate and the 1st United By-Laws shall be made by independent
counsel (which shall not be counsel that provides material services to Wachovia)
selected by Wachovia and reasonably acceptable to such officer or director; and
PROVIDED, FURTHER, that in the absence of applicable 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 Wachovia shall
have the burden to demonstrate that such officer's or director's conduct failed
to comply with such standard.

         (b) For a period of three years from the Effective Time, Wachovia shall
use its reasonable best 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 1st United or any of its Subsidiaries (determined as
of the Effective Time) (as opposed to 1st United) 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 1st United; PROVIDED, HOWEVER, that in no
event shall Wachovia be required to expend more than 200 percent of the current
amount expended by 1st United (the "INSURANCE AMOUNT") to maintain or procure
such

                                      -32-
<PAGE>



directors and officers insurance coverage; PROVIDED, FURTHER, that if Wachovia
is unable to maintain or obtain the insurance called for by this Section
6.12(b), Wachovia 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 1st United or any Subsidiary may be
required to make application and provide customary representations and
warranties to Wachovia's insurance carrier for the purpose of obtaining such
insurance.

         (c) Any Indemnified Party wishing to claim indemnification under
Section 6.12(a), upon learning of any claim, action, suit, proceeding or
investigation described above, shall promptly notify Wachovia thereof; PROVIDED
that the failure so to notify shall not affect the obligations of Wachovia under
Section 6.12(a) unless and to the extent that Wachovia is actually prejudiced as
a result of such failure.

         (d) If Wachovia or any of its successors or assigns shall consolidate
with or merge into any other entity and shall not be the continuing or surviving
entity of such consolidation or merger or shall transfer all or substantially
all of its assets to any entity, then and in each case, proper provision shall
be made so that the successors and assigns of Wachovia shall assume the
obligations set forth in this Section 6.12.

         6.14 BENEFIT PLANS. As soon as practicable following the Effective Time
(but in no event later than April 1, 1998 if the Effective Time occurs prior to
April 1, 1998) (i) Wachovia will provide employees of 1st United who become
employees of Wachovia with employee benefit plans no less favorable in the
aggregate than those provided to similarly situated employees of Wachovia; (ii)
any such employees will receive credit for service with 1st United or any of its
Subsidiaries or predecessors prior to the Effective Time for the purpose of
determining eligibility and vesting; (iii) Wachovia shall cause any and all
pre-existing condition limitations (to the extent such limitations did not apply
to a pre-existing condition under the 1st United Compensation and Benefit Plans)
and eligibility waiting periods under group health plans to be waived with
respect to such participants and their eligible dependents; and (iv) Wachovia
shall extend its Retirement Medical Plan to employees of 1st United who become
employees of Wachovia and retire following December 31, 1997 or the Effective
Date, if later; and would qualify for retirement under the Wachovia Retirement
Income Plan and; PROVIDED, FURTHER, that a maximum or of 20 years of service
with 1st United shall be recognized for benefit accrual purposes under the
Retirement Medical Plan. All discretionary awards and benefits under any
employee benefit plans of Wachovia shall be subject to the discretion of the
persons or committee administering such plans. Wachovia shall honor, pursuant to
the terms of the 1st United Compensation and Benefit Plans Previously Disclosed,
all employee benefit obligations to current and former employees of 1st United
under such Plans.

         6.15 ACCOUNTANTS' LETTERS. Each of 1st United and Wachovia shall use
its reasonable best efforts to cause to be delivered to the other party, and to
Wachovia's directors and officers who sign the Registration Statement, letters
of Ernst Young, LLP, independent auditors, dated

                                      -33-
<PAGE>



(i) the date on which the Registration Statement shall become effective and (ii)
a date shortly prior to the Effective Date, and addressed to such other party,
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.

         6.16 NOTIFICATION OF CERTAIN MATTERS. Each of 1st United and Wachovia
shall give prompt notice to the other of any fact, event or circumstance known
to it that (i) is reasonably likely, individually or taken together with all
other facts, events and circumstances known to it, to result in any Material
Adverse Effect with respect to it or (ii) would cause or constitute a material
breach of any of its representations, warranties, covenants or agreements
contained herein.

         6.17 STOCK PLANS. 1st United shall at or prior to the Effective Time
cause to be terminated any obligation to issue shares of 1st United Common
Stock under any dividend reinvestment plan and any other plan or arrangement
pursuant to which it issues 1st United Common Stock or rights thereto, except
for its stock option plans with respect to issued options Previously Disclosed.

         6.18 DIVIDEND COORDINATION. The Board of Directors of 1st United shall
cause its regular quarterly dividend record dates and payment dates for 1st
United Common Stock to be the same as Wachovia's regular quarterly dividend
record dates and payment dates for Wachovia Common Stock, and 1st United shall
not thereafter change its regular dividend payment dates and record dates.

                                  ARTICLE VII

                    CONDITIONS TO CONSUMMATION OF THE MERGER

         7.01 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligation of each of Wachovia and 1st United to consummate the
Merger is subject to the fulfillment or written waiver by Wachovia and 1st
United prior to the Effective Time of each of the following conditions;

         (a) STOCKHOLDER APPROVAL. This Agreement shall have been duly adopted
      by the affirmative vote of the holders of a majority of the outstanding
      shares of 1st United Common Stock entitled to vote thereon in accordance
      with Section 607.1103 of the FBCA, other applicable law and the 1st
      United Certificate and the 1st United By-Laws.

         (b) REGULATORY APPROVALS. All regulatory approvals required to
      consummate the transactions contemplated hereby, shall have been obtained
      and shall remain in full force and effect and all statutory waiting
      periods in respect thereof shall have expired and no such approvals shall
      contain any conditions, restrictions or requirements which the Wachovia

                                      -34-
<PAGE>



         Board reasonably determines in good faith would (i) following the
         Effective Time, have a Material Adverse Effect on the Surviving
         Corporation and its Subsidiaries taken as a whole or (ii) reduce the
         benefits of the transactions contemplated hereby to such a degree that
         Wachovia would not have entered into this Agreement had such
         conditions, restrictions or requirements been known at the date
         hereof.

         (c) NO INJUNCTION. No Governmental Authority of competent jurisdiction
      shall have enacted, issued, promulgated, enforced or entered any statute,
      rule, regulation, judgment, decree, injunction or other order (whether
      temporary, preliminary or permanent) which is in effect and prohibits
      consummation of the transactions contemplated by this Agreement.
         (d) REGISTRATION STATEMENT. The Registration Statement shall have
     become effective under the Securities Act and no stop order suspending the
     effectiveness of the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been initiated or threatened by the
     SEC.
         (e) BLUE SKY APPROVALS. All permits and other authorizations under
      state securities laws necessary to consummate the transactions
      contemplated hereby and to issue the shares of Wachovia Common Stock to be
      issued in the Merger shall have been received and be in full force and
      effect.

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

         7.02 CONDITIONS TO OBLIGATION OF 1ST UNITED. The obligation of 1st
United to consummate the Merger is also subject to the fulfillment or written
waiver by 1st United prior to the Effective Time of each of the following
conditions:
      
          (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
      of Wachovia set forth in this Agreement, after giving effect to Sections
      5.01 and 5.02, shall be true and correct as of the date of this Agreement
      and as of the Effective Date as though made on and as of the Effective
      Date (except that representations and warranties that by their terms speak
      as of the date of this Agreement or some other date shall be true and
      correct as of such date), and 1st United shall have received a
      certificate, dated the Effective Date, signed on behalf of Wachovia by the
      Chief Executive Officer and the Chief Financial Officer of Wachovia to
      such effect.

          (b) PERFORMANCE OF OBLIGATIONS OF WACHOVIA. Wachovia shall have
      performed in all material respects all obligations required to be
      performed by them under this Agreement at or prior to the Effective Time,
      and 1st United shall have received a certificate, dated the Effective
      Date, signed on behalf of Wachovia by the Chief Executive Officer ard the
      Chief Financial Officer of Wachovia to such effect.

                                      -35-
<PAGE>



         (c) OPINION OF 1ST UNITED'S COUNSEL. 1st United shall have received an
      opinion of Akerman, Senterfitt & Eidson, P.A., counsel to 1st United, to
      the effect that, on the basis of facts, representations and assumptions
      set forth in such opinion, (i) the Merger constitutes a "reorganization"
      within the meaning of Section 368 of the Code and (ii) no gain or loss
      will be recognized by stockholders of 1st United who receive shares of
      Wachovia Common Stock in exchange for shares of 1st United Common Stock,
      except that gain or loss may be recognized as to cash received in lieu of
      fractional share interests. In rendering its opinion, Akerman, Senterfitt
      & Eidson, P.A. may require and rely upon representations contained in
      letters from 1st United and others.

         (d) ACCOUNTANTS' LETTERS. 1st United shall have received the letters
      referred to in Section 6.14 from Ernst & Young, LLP, Wachovia's
      independent auditors.

         7.03 CONDITIONS TO OBLIGATION OF WACHOVIA. The obligation of Wachovia
to consummate the Merger is also subject to the fulfillment or written waiver by
Wachovia prior to the Effective Time of each of the following conditions:

         (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
      of 1st United set forth in this Agreement, after giving effect to Sections
      5.01 and 5.02, shall be true and correct as of the date of this Agreement
      and as of the Effective Date as though made on and as of the Effective
      Date (except that representations and warranties that by their terms speak
      as of the date of this Agreement or some other date shall be true and
      correct as of such date) and Wachovia shall have received a certificate,
      dated the Effective Date, signed on behalf of 1st United by the Chief
      Executive Officer and the Chief Financial Officer of 1st United to such
      effect.

         (b) PERFORMANCE OF OBLIGATIONS OF 1ST UNITED. 1st United shall have
      performed in all material respects all obligations required to be
      performed by it under this Agreement at or prior to the Effective Time,
      and Wachovia shall have received a certificate, dated the Effective Date,
      signed on behalf of 1st United by the Chief Executive Officer and the
      Chief Financial Officer of 1st United to such effect.

         (c) OPINION OF WACHOVIA'S COUNSEL. Wachovia shall have received an
      opinion of Sullivan Cromwell, special counsel to Wachovia, dated the
      Effective Date, to the effect that, on the basis of facts, representations
      and assumptions set forth in such opinion, the Merger constitutes a
      reorganization under Section 368 of the Code. In rendering its opinion,
      Sullivan & Cromwell may require and rely upon representations contained in
      letters from Wachovia and others.

         (d) ACCOUNTANTS' LETTERS. Wachovia and its directors and officers who
      sign the Registration Statement shall have received the letters referred
      to in Section 6.14 from Ernst & Young, LLP, 1st United's independent
      auditors

                                      -36-
<PAGE>



                                  ARTICLE VIII

                                  TERMINATION

         8.01 TERMINATION. This Agreement may be terminated, and the Acquisition
may be abandoned:

         (a) MUTUAL CONSENT. At any time prior to the Effective Time, by the
      mutual consent of Wachovia and 1st United, if the Board of Directors of
      each so determines by vote of a majority of the members of its entire
      Board.

         (b) BREACH. At any time prior to the Effective Time, by Wachovia or 1st
      United, if its Board of Directors so determines by vote of a majority of
      the members of its entire Board, in the event of either: (i) a breach by
      the other party of any representation or warranty contained herein
      (subject to the standard set forth in Section 5.02), which breach cannot
      be or has not been cured within 30 days after the giving of written notice
      to the breaching party of such breach; or (ii) a breach by the other party
      of any of the covenants or agreements contained herein, which breach
      cannot be or has not been cured within 30 days after the giving of written
      notice to the breaching party of such breach, provided that such breach
      (whether under (i) or (ii)) would be reasonably likely, individually or in
      the aggregate with other breaches, to result in a Material Adverse Effect.

         (c) DELAY. At any time prior to the Effective Time, by Wachovia or 1st
      United, if its Board of Directors so determines by vote of a majority of
      the members of its entire Board, in the event that the Acquisition is not
      consummated by March 31, 1998, except to the extent that the failure of
      the Acquisition then to be consummated arises out of or results from the
      knowing action or inaction of the party seeking to terminate pursuant to
      this Section 8.01(c).

         (d) NO APPROVAL. By 1st United or Wachovia, if its Board of Directors
      so determines by a vote of a majority of the members of its entire Board,
      in the event (i) the approval of any Governmental Authority required for
      consummation of the Merger and the other transactions contemplated by this
      Agreement shall have been denied by final nonappealable action of such
      Governmental Authority or (u) the stockholder approval required by Section
      7.01(a) herein is not obtained at the 1st United Meeting.

         (e) FAILURE TO RECOMMEND, ETC. At any time prior to the 1st United
      Meeting, by Wachovia if 1st United Board shall have failed to make its
      recommendation referred to in Section 6.02, withdrawn such recommendation
      or modified or changed such recommendation in a manner adverse in any
      respect to the interests of Wachovia.

                                      -37-
<PAGE>



         8.02 EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination
of this Agreement and the abandonment of the Acquisition pursuant to this
Article VIII, no party to this Agreement shall have any liability or further
obligation to any other party hereunder except (i) as set forth in Section 9.01
and (ii) that termination will not relieve a breaching party from liability for
any willful breach of this Agreement giving rise to such termination. In the
event of the termination of this Agreement, Wachovia agrees that, until March
31, 1998, it will not, directly or indirectly, solicit to employ any person
known by it to be a current senior officer of 1st United, so long as they are
employed by 1st United, or directly or indirectly solicit or encourage any such
officers or employees to leave 1st United's employ (other than pursuant to
general advertisements of employment in publications not specifically targeted
at 1st United's employees), in either case, without obtaining the prior written
consent of 1st United.

                                   ARTICLE IX

                                 MISCELLANEOUS

         9.01 SURVIVAL. No representations, warranties, agreements and covenants
contained in this Agreement shall survive the Effective Time (other than Section
6.13 and this Article IX - which shall survive the Effective Time) or the
termination of this Agreement if this Agreement is terminated prior to the
Effective Time (other than Sections 6.03(b), 6.04, 6.05, 8.02 and this Article
IX which shall survive such termination).

         9.02 WAIVER; AMENDMENT. Prior to the Effective Time, any provision of
this Agreement may be (i) waived by the party benefited by the provision, or
(ii) amended or modified at any time, by an agreement in writing between the
parties hereto executed in the same manner as this Agreement, except that, after
the 1st United Meeting, this Agreement may not be amended if it would violate
the FBCA.

         9.03 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.

         9.04 GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of North Carolina
applicable to contracts made and to be performed entirely within such State
(except to the extent that mandatory provisions of Federal law or of the FBCA
are applicable).

         9.05 EXPENSES. Each party hereto will bear all expenses incurred by it
in connection with this Agreement and the transactions contemplated hereby,
except that printing expenses and SEC fees shall be shared equally between 1st
United and Wachovia.

         9.06 NOTICES. All notices, requests and other communications hereunder
to a party shall be in writing and shall be deemed given if personally
delivered, telecopied (with confirma

                                      -38-
<PAGE>



tion) or mailed by registered or certified mail (return receipt requested) to
such party at its address set for below or such other address as such party may
specify by notice to the parties hereto.

               If to 1st United, to

                    1st United Bancorp 
                    980 N. Federal Highway 
                    Boca Raton, Florida 33432 
                    Attention: 
                    Telephone:
                    Facsimile:

               With a copy to:

                    1st United Bancorp 
                    980 N. Federal Highway 
                    Boca Raton, Florida 33432 
                    Attention: 
                    Telephone:
                    Facsimile:

          With a copy to:

                    Akerman, Senterfitt & Eidson, P.A. 
                    Phillips Point - East Tower 
                    Suite 900 
                    777 South Flagler Drive
                    West Palm Beach, FL 33401 
                    Attention:     
                    Telephone: 
                    Facsimile:

          If to Wachovia, to

                    Wachovia Corporation 
                    301 North Main Street     
                    Winston-Salem, North Carolina 27101 
                    Attention: Chairman of the Board 
                    Telephone: (910)770-5000 
                    Facsimile: (910)770-5959

                                      -39-
<PAGE>



          With a copy to:

                    Wachovia Corporation
                    301 North Main Street
                    Winston-Salem, North Carolina 27101
                    Attention Kenneth W. McAllister
                    Telephone: (910) 732-5141
                    Facsimile: (910)732-5959

          With a copy to:

                    Sullivan & Cromwell
                    125 Broad Street
                    New York, New York 10004
                    Attention: H. Rodgin Cohen, Esq.
                               Mark J. Meting, Esq.
                    Telephone: (212) 558-4000
                    Facsimile: (212) 558-3588

         9.07 ENTIRE UNDERSTANDING; NO THIRD PARTY BENEFICIARIES. This
Agreement and the Stock Option Agreement entered into represent the entire
understanding of the parties hereto with reference to the transactions
contemplated hereby and thereby and this Agreement supersedes any and all other
oral or written agreements heretofore made (other than the Stock Option
Agreement). Except for Section 6.13, nothing in this Agreement expressed or
implied, is intended to confer upon any person, other than the parties hereto or
their respective successors, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.

         9.08 INTERPRETATION; EFFECT. When a reference is made in this Agreement
to Sections, Exhibits or Schedules, such reference shall be to a Section of, or
Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and are not part of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation "

                                      * * *

                                      -40-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in counterparts by their duly authorized officers, all as of the day
and year first above written.


                                             1ST UNITED BANCORP



                                             By:/s/ WARREN S. ORLANDO
                                                -----------------------------
                                                Name: Warren S. Orlando
                                                Title: President & CEO



                                             WACHOVIA CORPORATION



                                             By:/s/ L. M. BAKER, JR
                                                -----------------------------
                                                Name: L. M. Baker, Jr.
                                                Title: President & CEO








                                      -41-
<PAGE>


                         LIST OF SCHEDULES AND EXHIBITS
                    WACHOVIA CORPORATION/1ST UNITED BANCORP


SCHEDULES
---------

5.03(b)        List of Bancorp Stock Options
5.03(c)(i)     List of 1st United Bancorp Subsidiaries
5.03(c)(ii)    Equity Securities
5.03(f)(ii)    Consents Required
5.03(g)(ii) and 5.03 (g)(iii)
5.03(h)        Bancorp Litigation
5.03(i)        Bancorp Regulatory Matters
5.03(m)        Employee Benefit Plans
5.03(q)        Tax Matters
5.03(t)        Insurance Schedule
5.03(u)        Asset Classifications
5.04(b)        Wachovia Disclosure Schedule


EXHIBITS
--------

A - Form of Stock Option Agreement
B - Form of Shareholder Agreement
C - Form of Plan of Merger

The Company hereby agrees to furnish supplemently a copy of any of the foregoing
Exhibits or Schedules to the Securities and Exchange Commission upon request.