CHARLOTTE, N.C., Oct. 10 /PRNewswire-FirstCall/ -- As announced on October 3, 2008, Wachovia Corporation (NYSE: WB) intends to issue shares of preferred stock pursuant to the merger agreement and share exchange agreement entered into by Wachovia with Wells Fargo & Company on October 3, 2008. The transaction would normally require approval of shareholders according to the Shareholder Approval Policy of the New York Stock Exchange. The Audit Committee of the Board of Directors of Wachovia determined that the delay necessary in securing shareholder approval for the consummation of the stock issuance would seriously jeopardize the financial viability of Wachovia. In reaching this conclusion, the Audit Committee considered various factors, including factors specific to Wachovia, the extraordinary and highly uncertain economic, financial and political environment and the experience of other financial institutions. Because of that determination, the Audit Committee, pursuant to an exception provided in the NYSE's shareholder approval policy for such a situation, expressly approved Wachovia's omission to seek the shareholder approval that would otherwise have been required under that policy. The NYSE has accepted Wachovia's application of the exception.

Wachovia, in reliance on the exception, is mailing to all shareholders a letter notifying them of its intention to issue the shares without seeking their approval. Ten days after such notice is mailed, and upon receipt of all required regulatory approvals, Wachovia will proceed to issue certificates for the shares of preferred stock.

The proposed merger with Wells Fargo will create the nation's premier coast-to-coast community banking presence with community banks in 39 states and the District of Columbia. The merger is expected to close by year-end, subject to regulatory approvals and Wachovia shareholder approval.

Additional Information

The proposed merger will be submitted to Wachovia's shareholders for their consideration. Wells Fargo will file a registration statement with the Securities and Exchange Commission (SEC), which will include a proxy statement/prospectus, and each of Wachovia and Wells Fargo may file other relevant documents concerning the proposed merger. Shareholders and other investors are urged to read the registration statement and the proxy statement/prospectus when they become available, as well as any other relevant documents concerning the proposed merger filed with the SEC (and any amendments or supplements to those documents), because they will contain important information.