Combination creates 2nd largest retail brokerage firm in the U.S.

Wachovia Corp. and A.G. Edwards Inc. have agreed to a deal under which Wachovia will acquire A.G. Edwards to create a retail brokerage firm with $1.1 trillion in client assets and nearly 15,000 financial advisors.

Ken Thompson, Wachovia chairman and chief executive officer, commented: "The long-term growth opportunities of the brokerage industry are extremely compelling to Wachovia, and we have long expressed our interest in growing this business both organically and through acquisition. This combination with A.G. Edwards, which is widely considered one of the most highly regarded remaining independent brokerage firms in the industry, will further enhance our scale and relevance."

The combined retail brokerage organization will be headquartered in St. Louis, Missouri.

The merger is expected to be completed in the fourth quarter of 2007 and integration is expected to be completed by the end of the first quarter of 2009.

Daniel J. Ludeman, will be the president and chief executive officer of the combined brokerage firm. Robert L. Bagby, who has been chairman and chief executive officer of A.G. Edwards since 2001, will serve as chairman of the combined brokerage firm. He joined A.G. Edwards in 1975.

Under the terms of the agreement, A.G. Edwards' shareholders will receive 0.9844 shares of Wachovia common stock and $35.80 in cash for each of their A.G. Edwards common shares. The transaction would be valued at $89.50 per A.G. Edwards share.