SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

FIBERNET TELECOM GROUP, INC.

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

315653105

(CUSIP Number)

Wachovia Investors, Inc.
301 S. College St.,
TW5 NC0537,
Charlotte, NC 28288

with a copy to:

James Mercadante
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box .

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-l(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wachovia Investors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina
		7	SOLE VOTING POWER 566,666 (See Item 5)
		8	SHARED VOTING POWER 505,714,285 (See Item 5)
		9	SOLE DISPOSITIVE POWER 566,666 (See Item 5)
		10	SHARED DISPOSITIVE POWER 590,000,000 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,566,666 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.8%
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1 Security and Issuer.

This statement relates to common shares, par value $.001 per common share (the "Common Stock"), of FiberNet Telecom Group, Inc., a Delaware corporation (NASDAQ SC:FTGX) ("FiberNet"). FiberNet has its principal executive offices at 570 Lexington Avenue, 3rd Floor, New York, New York 10022.

Item 2 Identity and Background.

(a) This statement is filed by Wachovia Investors, Inc. ("Wachovia" or the "Reporting Person"). Wachovia is organized under the laws of the state of North Carolina.

(b) The principal business of the Reporting Person is set forth on Schedule 1. The name, business address and principal occupation or employment of the executive officers, directors, controlling persons and trustees, as applicable, of the Reporting Person and each corporation and other person ultimately in control of such Reporting Person are set forth on Schedule 1.

(c) No person described in Item 2(b) nor, to the best knowledge of the Reporting Person, any person listed on Schedule 1, during the past five years has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(d) No person described in Item 2(b) nor, to the best knowledge of the Reporting Person, any person listed on Schedule 1, during the last five years has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e) Each natural person listed on Schedule 1 is a U.S. Citizen, except as otherwise indicated on such Schedule.

Item 3 Source and Amount of Funds or Other Consideration.

Pursuant to (a) a Purchase Agreement dated October 30, 2002 (the "Purchase Agreement"), between FiberNet and Wachovia, Deutsche Bank AG New York Branch ("Deutsche Bank"), Bank One, N.A. ("Bank One"), IBM Credit Corporation ("IBM"), Nortel Networks Inc. ("Nortel"), and Toronto Dominion (Texas), Inc. ("TD" and together with Wachovia, Deutsche Bank, Bank One, IBM, and Nortel, the "Group Members"), and (b) a Purchase Agreement dated November 11, 2002 (the "New Purchase Agreement"), between FiberNet and the Group Members, each Group Member purchased from FiberNet, and FiberNet sold to such Group Member, upon the terms and subject to the conditions set forth therein, the total number of shares of Common Stock set forth below next to such Group Member's name under the heading "Shares Purchased," and immediately exercisable warrants to acquire that n umber of shares of Common Stock set forth below next to such Group Member's name under the heading "Warrants," in exchange for the conversion of that amount of principal indebtedness and accrued interest, respectively, under the Credit Agreement (defined below) set forth below opposite such Group Member's name under the heading "Purchase Price."

Group Member	Shares Purchased	Warrants	Purchase Price
Deutsche Bank AG New York Branch	125,952,380	35,595,238	$18,619,047.62
Wachovia Investors, Inc.	115,000,000	32,500,000	$17,000,000.00
Bank One, N.A.	43,809,524	12,380,952	$6,476,190.48
IBM Credit Corporation	43,809,524	12,380,952	$6,476,190.48
Nortel Networks Inc.	65,714,286	18,571,429	$9,714,285.72
Toronto Dominion (Texas), Inc.	65,714,286	18,571,429	$9,714,285.72

The principal indebtedness converted pursuant to the Purchase Agreement and the accrued interest converted pursuant to the New Purchase Agreement constituted indebtedness and accrued interest, respectively, under FiberNet's Amended and Restated Credit Agreement, dated as of February 9, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time on or prior to the date hereof, the "Credit Agreement"), among FiberNet Operations, Inc., Devnet, L.L.C., the financial institutions from time to time parties thereto as lenders, Deutsche Bank AG New York Branch, as administrative agent, Toronto Dominion (USA) Securities Inc., as syndication agent, and Wachovia, as documentation agent.

In addition to the foregoing acquisitions, in consideration of prior amendments to and waivers of the terms of the Credit Agreement, Wachovia had previously acquired immediately exercisable warrants to purchase an aggregate of 566,666 shares of Common Stock (these warrants were issued to Wachovia when it was known as First Union Investors, Inc.).

Wachovia understands that the other Group Members own certain other shares of Common Stock and warrants to purchase shares of Common Stock; however, such other shares and warrants are not subject to the Amended and Restated Investor's Rights Agreement nor the Amended and Restated Stockholders Agreement, and accordingly, Wachovia does not share voting or dispositive power with respect thereto.

Item 4 Purpose of Transaction.

Each Group Member executed the Purchase Agreement, and acquired shares of Common Stock and warrants thereunder, in connection with the conversion of a total amount of $66,000,000 of principal indebtedness under the Credit Agreement. Each Group Member also executed the New Purchase Agreement, and acquired shares of Common Stock and warrants thereunder, in connection with the conversion of a total amount of $2,000,000 of accrued interest on indebtedness under the Credit Agreement. In connection with the execution of the Purchase Agreement, each Group Member entered into an Investor's Rights Agreement pursuant to which FiberNet granted to each Group Member certain registration and preemptive rights, and each Group Member consented to certain transfer restrictions on the shares of Common Stock and warrants issued pursuant to the Purchase Agreement and the shares of Common Stock issuable upon any exercise of such warrants. In connection with the execution of the Purchase Agreement, Fiber Net and the Group Members (other than Nortel) entered into a Stockholders Agreement pursuant to which the parties thereto agreed to take certain actions to (a) cause two individuals approved by a majority in interest of such Group Members to be elected to FiberNet's board of directors and (b) change the number of directors constituting FiberNet's entire board of directors upon the request of a majority in interest of such Group Members. In connection with the execution of the New Purchase Agreement, the Investor's Rights Agreement and the Stockholders Agreement were amended and restated in order to cover the shares of Common Stock and warrants issued pursuant to the New Purchase Agreement. The complete text of the Amended and Restated Stockholders Agreement and the Amended and Restated Investor's Rights Agreement is included in the exhibits hereto and incorporated herein by reference.

Item 5 Interest in Securities of the Issuer.

(a) Pursuant to the terms of the Purchase Agreement, Wachovia acquired an aggregate of 110,000,000 shares of Common Stock, and warrants to purchase an aggregate of 27,500,000 shares of Common Stock. Pursuant to the terms of the New Purchase Agreement, Wachovia acquired an aggregate of 5,000,000 shares of Common Stock, and warrants to purchase an aggregate of 5,000,000 shares of Common Stock. In addition, Wachovia owns warrants of the Company to purchase an aggregate of 566,666 shares of Common Stock (these warrants were issued to Wachovia when it was known as First Union Investors, Inc.). Based upon information provided by FiberNet, such securities represent approximately 14.7% of the fully diluted number of issued and outstanding shares of FiberNet's Common Stock.

For description of the shares of Common Stock and warrants to purchase shares of Common Stock owned by the other Group Members, please see Item 3.

(b) Pursuant to the Amended and Restated Stockholders Agreement, Deutsche Bank, Wachovia, Bank One, IBM and TD share voting power with respect to the shares of Common Stock issued to each such entity pursuant to the Purchase Agreement and the New Purchase Agreement or issuable upon any exercise of the warrants received by each such entity pursuant to the Purchase Agreement and the New Purchase Agreement. Nortel has sole voting power of the shares of Common Stock it received pursuant to the Purchase Agreement and the New Purchase Agreement or issuable upon any exercise of the warrants it received pursuant to the Purchase Agreement and the New Purchase Agreement. Pursuant to the terms of the Amended and Restated Investor's Rights Agreement, each Group Member has agreed to certain transfer restrictions on the shares of Common Stock it received pursuant to the Purchase Agreement and the New Purchase Agreement or issuable upon any exercise of the warrants it received pursuant to the Purcha se Agreement and the New Purchase Agreement. The complete text of the Amended and Restated Stockholders Agreement and the Amended and Restated Investor's Rights Agreement is included in the exhibits hereto and is incorporated herein by reference.

(c) not applicable.

(d) not applicable.

(e) not applicable.

Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

Except as otherwise disclosed, there are no contracts, arrangements, understandings or relationships with respect to securities of FiberNet. For the complete text of each contract, arrangement, understanding and relationship with respect to securities of FiberNet see the Stockholders Agreement and Investor's Rights Agreement attached hereto as exhibits. The text of each such agreement is incorporated herein by reference.

Item 7 Material to be Filed as Exhibits.

- Amended and Restated Stockholders Agreement

- Amended and Restated Investor's Rights Agreement

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WACHOVIA INVESTORS, INC.

By: Karen F. Knudtsen
Name: Vice President & Compliance Officer
Title:

Schedule 1

Executive Officers, Directors, Controlling Persons and Trustees of

Wachovia Investors, Inc. and

each Person Ultimately in Control of Wachovia

The principal business of Wachovia Investors, Inc. is ____________.

Name Business Address Principal Occupation Or Employment Conviction Of A Criminal Proceeding (See Item 2(C)) Party To A Civil Proceeding (See Item 2(D))

EX-1

Exhibit 2

FIBERNET TELECOM GROUP, INC.


FIRST AMENDED AND RESTATED

INVESTOR'S RIGHTS AGREEMENT

November 11, 2002

TABLE OF CONTENTS

Page

1. Definitions *

2. Registration Rights *

2.1 Shelf Registration. *

2.2 Company Registration. *

2.3 Obligations of the Company *

2.4 Furnish Information *

2.5 Expenses of Registration *

2.6 Delay of Registration *

2.7 Indemnification *

2.8 Reports Under Securities Exchange Act of 1934 *

2.9 Assignment of Registration Rights *

2.10 Limitations on Subsequent Registration Rights *

2.11 Market-Standoff Agreement. *

2.12 Termination of Registration Rights *

3. Transfer Restrictions *

3.1 Restrictions on Transfer *

3.2 Right of First Offer. *

4. Miscellaneous. *

4.1 Legends *

4.2 Entire Agreement *

4.3 Recapitalizations, Etc. *

4.4 Successors and Assigns *

4.5 Amendments and Waivers *

4.6 Notices *

4.7 Severability *

4.8 Delays or Omissions; Remedies Cumulative *

4.9 Attorney's Fees *

4.10 Governing Law *

4.11 Counterparts *

4.12 Interpretation *

FIBERNET TELECOM GROUP, INC.
FIRST AMENDED AND RESTATED
INVESTOR'S RIGHTS AGREEMENT

This First Amended and Restated Investor's Rights Agreement (this "Agreement") is made as of November 11, 2002, between FiberNet Telecom Group, Inc., a Delaware corporation (the "Company") and the investors listed on Exhibit A hereto, each of which is herein referred to as an "Investor".

RECITALS

Pursuant to a Purchase Agreement among the Company and the Investors dated October 30, 2002 (the "Old Purchase Agreement"), the Investors purchased from the Company, and the Company sold to the Investors, upon the terms and subject to the conditions set forth therein, shares of the Common Stock, par value $0.001 per share, and warrants of the Company to purchase shares of Common Stock (the "Old Warrants");

The Company and the Investors have entered into a Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") of even date herewith pursuant to which the Company desires to sell to the Investors, and the Investors desire to purchase from the Company, shares of the Company's Common Stock and warrants to purchase an additional amount of such shares (the "New Warrants" and together with the Old Warrants, the "Warrants"). A condition to the Investors' obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with certain rights to register shares of the Company's Common Stock. The Company desires to induce the Investors to purchase shares of Common Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein.

AGREEMENT

The parties agree as follows:

1. Definitions

.

For purposes of this Agreement:

1. "Business Day" means a day other than a Saturday or Sunday or any federal holiday.
2. "Common Stock" means the common stock, par value $0.001, of the Company.
3. "Credit Agreement" means the Company's Amended and Restated Credit Agreement dated as of February 9, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time) among FiberNet Operations, Inc., Devnet, L.L.C., the financial institutions from time to time parties thereto as lenders, Deutsche Bank AG New York Branch, as administrative agent, Toronto Dominion (USA) Securities Inc., as syndication agent, and Wachovia Investors, Inc., as documentation agent.
4. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
5. "Exempt Registration" means (i) a registration statement relating to the sale of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction or (ii) a registration statement filed by the Company pursuant to the terms of the New Equity Registration Rights Agreement.
6. "Form S-3" means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that is intended to be used as a short form for the registration of distributions of secondary shares.
7. "New Equity Registration Rights Agreement" means the Registration Rights Agreement dated as of October 30, 2002, by and among the Company and the purchasers listed on Schedule I thereto as in effect on the date hereof.
8. "Nortel Note Exchange Agreement" means the Note Exchange Agreement, dated as of October 30, 2002, by and between the Company and SDS Merchant Fund, L.P. as in effect on the date hereof, pursuant to which the promissory note issued by the Company to Nortel Networks Inc. on December 7, 2001, will be surrendered to the Company in exchange for shares of Common Stock.
9. "Permitted Sale" means either (1) a transfer of Common Stock or Warrants to any Permitted Transferee, or (2) a transfer of Common Stock and Warrants in connection with a disposition of all of the equity interests of the Company and all of the Company's obligations under the Credit Agreement held by the transferor.
10. "Permitted Transferee" means (i) in the case of an Investor who is an individual, such person's ancestors, descendants or spouse, or any custodian or trustee for the account of such person (or for the account of such person's ancestors, descendants or spouse), (ii) in the case of an Investor which is a partnership or limited liability company, any constituent partner or member of such entity, (iii) in the case of an Investor which is a corporation, any parent corporation or wholly-owned subsidiary corporation or any officer, director or 10% stockholder of such corporation, and (iv) any other Investor.
11. "person" means any individual, corporation, partnership, limited liability company, trust, business, association or governmental or political subdivision thereof, governmental agency or other entity.
12. "Purchase Price" means an amount per share equal to $0.15 (subject to adjustment for stock splits, stock dividends, stock recombinations and similar transactions).
13. "Qualified Public Offering" shall mean any firm commitment underwritten public offering by the Company of its Common Stock yielding gross proceeds to the Company of at least $50.0 million at a per share price to the public of at least $10 (subject to adjustment for stock splits, stock dividends, stock recombinations and similar transactions).
14. "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document.
15. The term "Registrable Securities" means the shares of Common Stock issuable or issued to the Investors (i) pursuant to the Purchase Agreement, (ii) in connection with the exercise of Warrants issued or issuable pursuant to the Purchase Agreement or Old Purchase Agreement, (iii) as Liquidated Damages pursuant to Section 2.1(b) hereof, (iv) pursuant to the Old Purchase Agreement and (v) as (or issuable upon the conversion, exercise or exchange of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in clauses (i), (ii), (iii), (iv) and this clause (v). Notwithstanding the foregoing, securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus deliv ery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale.
16. The number of shares of "Registrable Securities then outstanding" shall equal the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities.
17. "SDS Note Exchange Agreement" means the Note Exchange Agreement, dated as of November 11, 2002, by and between the Company and SDS Merchant Fund, L.P. as in effect on the date hereof, providing for the conversion of the entire aggregate principal amount, all accrued and unpaid interest thereon and all other amounts payable in respect of the promissory note issued by the Company to SDS Merchant Fund, L.P. in March, 2002 in an initial principal amount of $2,000,000.
18. "SEC" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
19. "Securities Act" means the Securities Act of 1933, as amended.
20. "Series H Share Exchange Agreement" means the Share Exchange Agreement, dated as of October 30, 2002, by and among the Company and each of the purchasers whose names appear on the signature pages thereto, pursuant to which the Company will issue Common Stock in exchange for all of its issued and outstanding shares of Series H Preferred Stock.
21. "Series J Share Exchange Agreement" means the Series J-1 Share Exchange Agreement, dated as of October 30, 2002, by and among the Company and each of the purchasers whose names appear on the signature pages thereto, pursuant to which the Company will issue Common Stock in exchange for all of its issued and outstanding shares of Series J-1 Preferred Stock.
22. "Trading Day" means, with respect to any security, any day on which the principal market (including any formal or informal over the counter market) in which such security is then traded or on which a quoted price therefor may be ascertained is open for business.
23. "Transfer Restriction Period" means, (i) with respect to each Investor other than Nortel Networks Inc., the period of time commencing on the date of this Agreement and ending upon the first anniversary of the date of this Agreement, and (ii) with respect to Nortel Networks Inc., the period of time commencing on the date of this Agreement and ending on February 28, 2003.
2. Registration Rights
0. Shelf Registration.
1. Filing. The Company shall (i) prepare and file with the SEC a shelf registration statement on Form S-3 (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act relating to all of the Registrable Securities within 60 days of the date hereof (the "Filing Deadline") and (ii) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act within 180 days of the date hereof (the "Effectiveness Deadline"). The Shelf Registration Statement may also include all of the "Registrable Securities" as defined in the New Equity Registration Rights Agreement.

The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of Registrable Securities by the holders thereof entitled to the benefits of this Section 2.1(a) and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, until all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

2. Liquidated Damages.

If (i) the Shelf Registration Statement is not filed with the SEC on or prior to the Filing Deadline, (ii) the Shelf Registration Statement has not been declared effective by the SEC on or prior to the Effectiveness Deadline, or (iii) prior to the sale of all Registrable Securities covered by such Shelf Registration Statement, the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within two Business Days by a post-effective amendment to the Shelf Registration Statement that cures such failure and that is itself declared effective within five Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iii), a "Registration Default"), then the Company hereby agrees to pay to each record holder of Registrable Securities liquidated damages ("Liquidated Damages") for the period duri ng which such Registration Default continues at a per annum rate of 6% (or, for any period of time during which such Registration Default continues after June 30, 2004, 8%) of the Purchase Price of such Registrable Securities. Liquidated Damages shall be paid in shares of Common Stock at a per share rate equal to the Purchase Price. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Shelf Registration Statement, (2) upon the effectiveness of the Shelf Registration Statement, or (3) upon the filing of a post-effective amendment to the Shelf Registration Statement that causes the Shelf Registration Statement to again be declared effective or made usable, the Liquidated Damages payable with respect to the Registrable Securities as a result of such clause (i), (ii), or (iii), as applicable, shall cease to accrue. Notwithstanding anything to the contrary in this Section 2.1(b), if a Registration Default shall have occurred in connection with the Company's exercise of its rights unde r Section 2.1(c) hereof, such Registration Default shall not be deemed to occur until one Business Day following the termination of the postponement or suspension permitted pursuant to such Section 2.1(c).

All accrued Liquidated Damages shall be paid to the holders of Registrable Securities entitled thereto on the last Business Day of each month in which such Liquidated Damages accrued. Notwithstanding the fact that any securities for which Liquidated Damages are due cease to be Registrable Securities, all obligations of the Company to pay Liquidated Damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

3. Postponing Or Suspending Filing Or Effectiveness Of A Registration Statement.

If (i) there is material non-public information regarding the Company which the Company's Board of Directors reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which such Board of Directors reasonably determines not to be in the Company's best interest to disclose, then the Company may postpone or suspend filing or effectiveness of a registration statement for a period not to exceed 20 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 2.1(c) for more than 45 days in the aggregate during any 12 month period; provided, however, that no such postponement or suspension shall be permitted for consecutive 20 day periods, arising out of the same set of facts, circumstances or transactions.

1. Company Registration.
1. Initiation. If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investors) any of its stock in connection with a public offering of such securities for cash (other than an Exempt Registration), the Company shall, at such time, promptly give each Investor notice of such registration. Upon the written request of each Investor given within 20 days after receipt by such Investor of the Company's notice, the Company shall, subject to the provisions of Section 2.2(b), cause to be registered all of the Registrable Securities that each such Investor has requested to be registered.
2. Underwritten Offering. In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 2.2(a) to include an Investor's securities in such underwriting unless such Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters advise the Company in writing will not adversely affect the marketing of the Company's capital stock. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the maximum amount of securities sold other than by the Company that the underwriters determine would not adversely affect the marketing of the offering, then the Company shall be required to include in the offering only that number of such securities, including Regist rable Securities, which the underwriters determine would not adversely affect the marketing of the offering (the securities so included to be apportioned pro rata (to the nearest 100 shares) among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding apportionment, for any participating Investor that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Investor, or the estates and family members of any such partners, members, retired partners or members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all persons included in such "selling stockholder," as defined in this sentence.
2. Obligations of the Company

. Whenever required under this Section 2 to effect the registration of any Registrable Securities, in addition to any other obligations of the Company under this Agreement, the Company shall, as expeditiously as reasonably possible:

1. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective.
2. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act.
3. Furnish to the Investors such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities.
4. Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
5. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering in usual and customary form and consistent with the other provisions of this Agreement. Each Investor participating in such underwriting shall also enter into and perform its obligations under such an agreement.
6. Promptly notify each Investor of Registrable Securities covered by the registration statement at any time when the Company becomes aware of the happening of any event as a result of which the registration statement or the prospectus included in such registration statement or any supplement to the prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the registration statement or the prospectus in order to comply with the Securities Act, whereupon, in either case, each Investor shall immediately cease to use such registration statement or prospectus for any purpose and, as promptly as reasonably practicable thereafter, the Company shall prepare and file with the SEC, and furnish without ch arge to the appropriate Investors and managing underwriters, if any, a supplement or amendment to such registration statement or prospectus which will correct such statement or omission or effect such compliance and such copies thereof as the Investors and any underwriters may reasonably request.
7. Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or over-the-counter market on which similar securities issued by the Company are then listed, if applicable.
8. Provide a transfer agent and registrar for such Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
9. Use its reasonable best efforts, after the effectiveness of a registration statement under the Securities Act qualifying a public offering of Registrable Securities held by an Investor, to issue and deliver, upon delivery of a certificate representing shares of Registrable Securities held by such Investor, that number of Registrable Securities represented by such certificate to the Depository Trust Company ("DTC") account on the Investor's behalf via the Deposit Withdrawal Agent Commission System ("DWAC").
10. Use its reasonable best efforts to furnish, at the request of any Investor requesting registration of Registrable Securities pursuant to Section 2.2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to Section 2.2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Investors requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given b y independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Investors requesting registration of Registrable Securities (to the extent the then applicable standards of professional conduct permit said letter to be addressed to the Investors).
3. Furnish Information

. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Investor's Registrable Securities.

4. Expenses of Registration

. All expenses other than underwriting discounts and commissions incurred in connection with registrations initiated pursuant to this Section 2, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one special counsel for the selling Investors selected by Investors selling a majority of the subject Registrable Securities with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

5. Delay of Registration

. No Investor shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

6. Indemnification

. In the event any Registrable Securities are included in a registration statement under this Section 2:

1. Indemnification by the Company. The Company will indemnify and hold harmless each Investor, any underwriter (as defined in the Securities Act) for such Investor, and each person, if any, who controls such Investor or underwriter within the meaning of the Securities Act or the Exchange Act, and their respective officers, directors, partners, members, brokers, investment advisors, employees, legal counsel, accountants, and agents (collectively, the "Indemnified Parties"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Indemnified Person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.7(a) shall not apply to amounts paid in se ttlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Indemnified Person for any such loss, claim, damage, liability, or action to the extent that it arises solely out of or is based solely upon a Violation which occurs in reasonable reliance upon and in conformity with written information furnished expressly for use in connection with such registration, by such Indemnified Person.
2. Indemnification by the Investors. To the extent permitted by law, each selling Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Investor selling securities in such registration statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in co nformity with written information furnished by such Investor expressly for use in connection with such registration; and each such Investor will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Investor.
3. Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settle ment which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.
4. Contribution. If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by an Investor under this Section 2.7(d) exceed the net proceeds from t he offering received by such Investor. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
5. Underwriting Agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
6. Survival. The obligations of the Company and Investors under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise.
7. Reports Under Securities Exchange Act of 1934

. With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

1. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times for so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;
2. take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Investors to use Form S-3 for the sale of their Registrable Securities;
3. file with the SEC in a timely manner all reports and other documents as may be required of the Company under the Securities Act and the Exchange Act; and
4. furnish to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company whether it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.
8. Assignment of Registration Rights

. The rights to cause the Company to register securities granted Investors under Section 2 may be assigned to any Permitted Transferee or any transferee or assignee in connection with the transfer or assignment of all or any portion of such Investor's Registrable Securities; provided, that (a) such transfer may otherwise be effected in accordance with applicable securities laws and other restrictions on transfer applicable to such shares, (b) notice of such assignment is given to the Company and (c) such transferee or assignee agrees to be bound by all provisions of this Agreement.

9. Limitations on Subsequent Registration Rights

. From and after the date of this Agreement, the Company shall not, without the prior written consent of Investors holding at least a majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Investors which is included or (b) except pursuant to the New Equity Registration Rights Agreement, to make a demand registration which could result in such registration statement being declared effective within 120 days after the effective date of any registration effected pursuant to Section 2.

10. Market-Standoff Agreement.
1. Market-Standoff Period; Agreement. In connection with a Qualified Public Offering of the Company's equity securities for cash subsequent to the date herein and upon request of the underwriters managing such offering of the Company's securities, each Investor hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than any disposed of in the registration and those acquired by the Investor in the registration or thereafter in open market transactions) without the prior written consent of such underwriters, for such period of time (not to exceed (i) 180 days with respect to the next Qualified Public Offering and (ii) 90 days with respect to each other Qualified Public Offering, or in each case such shorter period as the Company agrees to with any other person) from the effective da te of such registration as may be requested by such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such Qualified Public Offering.
2. Limitations. The obligations described in Section 2.11(a) shall apply only if and to the extent that all officers and directors of the Company enter into similar agreements. If any standoff or lockup restrictions imposed on any holder of securities of the Company is waived or terminated, then such waiver or termination shall be granted to all Investors subject to standoff or lockup restrictions pro rata based on the number of shares of Common Stock beneficially held by such holder and the Investors. From and after the date of this Agreement, the Company shall use its reasonable best efforts to ensure that all holders of capital stock of the Company agree to be bound by terms substantially similar to those set forth in this Section 2.11.
3. Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Investor (and the securities of every other person subject to the restrictions in Section 2.11(a)).
11. Termination of Registration Rights

. No Investor shall be entitled to exercise any registration right provided for in this Section 2 after the earlier of (a) such time as Rule 144 is available for the sale of all of such Investor's Registrable Securities during a three-month period without registration, without reference to Rule 144(k) and (b) 2 years after the consummation of the Company's next Qualified Public Offering.

3. Transfer Restrictions

.

0. Restrictions on Transfer

. Unless waived pursuant to Section 4.5, during the Transfer Restriction Period, each Investor agrees not to transfer any shares of Common Stock or Warrants received pursuant to the Purchase Agreement or Old Purchase Agreement or upon any exercise of such Warrants, except pursuant to a Permitted Sale.

1. Right of First Offer.
1. General. Each Investor shall have a right of first offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 3.2(c) hereof. Each Investor's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion, exercise or exchange of securities of the Company) which such Investor holds immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion, exercise or exchange of securities of the Company) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" means (i) any Common Stock, preferred stock or other equity security of the Company, (ii) any security convertible, with or without consideration, into any common stock, preferred stock or other equity security of the Company (including any option or warrant to purchase such a convertible security) and (iii) any security carrying any warrant or right to subscribe to or purchase any common stock, preferred stock or other equity security of the Company, and any such warrant or right.
2. Exercise of Rights. If the Company proposes to issue any Equity Securities, it shall give each Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Investor shall have 5 Business Days from the receipt of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale,
3. Excluded Securities. The rights of first offer established by this Section 3 shall have no application to any of the following Equity Securities:
1. up to 100,441,177 shares of Common Stock, and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued to employees, officers, directors or strategic partners of, or consultants, advisors, lenders, vendors or lessors to, the Company or any of its subsidiaries pursuant to the Company's stock incentive plans or pursuant to other similar arrangements that are approved by the Board of Directors (including the representatives of the Investors);
2. [Intentionally Omitted];
3. any shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;
4. any Equity Securities that are issued by the Company to the holders of the Company's Common Stock and warrants on a pro rata basis pursuant to a registration statement filed under the Securities Act;
5. any Equity Securities issued pursuant to any rights or agreements outstanding as of the date of this Agreement, or options or warrants outstanding as of the date of this Agreement as set forth in the Schedule of Exceptions to the Purchase Agreement (including Equity Securities issued by the Company pursuant to Nortel Note Exchange Agreement, SDS Note Exchange Agreement, the Series H Share Exchange Agreement, and the Series J Share Exchange Agreement);
6. Common Stock and warrants (and Common Stock issuable upon exercise of such warrants) issued by the Company pursuant to the Common Stock Purchase Agreement dated as of October 30, 2002, by and between the Company and the entities listed on Exhibit A thereto; or
7. any Equity Securities issued pursuant to the transactions described in Section 2.5.B(iii)(d) of the Credit Agreement if the proceeds from such issuance are used to prepay the Loans (as defined in the Credit Agreement) and permanently reduce the Commitments (as defined in the Credit Agreement) in accordance with Section 2.5.C. of the Credit Agreement.
4. Miscellaneous.
0. Legends

. Each certificate representing shares of Common Stock held by an Investor or any subsequent holder of such shares shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

THE SALE, TRANSFER OR PLEDGE OF THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF ITS SECURITIES, AS THE SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."

The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder of a security legended pursuant to this Section 4 if such holder shall have obtained an opinion of counsel at such holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. The Company shall be obligated to reissue promptly certificates not having the second paragraph of the legend set forth above at the request of any holder of a security legended pursuant to this Section 4.1 if such holder is not a party to this Agreement or a person who is an Investor or transferee of an Investor hereunder.

1. Entire Agreement

. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing among any of the parties hereto are expressly canceled.

2. Recapitalizations, Etc.

. The provisions of this Agreement (including any calculation of share ownership) shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company or any capital stock, partnership or member units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of the Registrable Securities by reason of any stock dividend, split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

3. Successors and Assigns

. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4. Amendments and Waivers

. Any term of Section 2 of this Agreement may be amended or waived only with the written consent of the Company and the holders of at least 75% of the Registrable Securities then outstanding. Any other term of this Agreement may be amended or waived only with the written consent of the Investors holding at least 75% of the Common Stock (on a fully-diluted basis) issued pursuant to the Purchase Agreement or the Old Purchase Agreement and then held by all Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Investor. Notwithstanding the foregoing, if in any particular instance a party's obligations or rights under this Agreement are adversely affected thereby in a disproportionately adverse manner from that in which other parties are affected by application of this Section, the consent of such party shall also be required in such instance.

5. Notices

. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or confirmed fax, or if mailed to a domestic address, 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth below or on Exhibit A hereto or as subsequently modified by written notice.

6. Severability

. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7. Delays or Omissions; Remedies Cumulative

. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cu mulative and not alternative.

8. Attorney's Fees

. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and disbursements in addition to any other relief to which such party may be entitled.

9. Governing Law

. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws.

10. Counterparts

. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11. Interpretation

. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When used in this Agreement, the terms "include," "including," "includes" and other derivations of such word shall be deemed to be followed by the phrase "without limitation."

[Signature Page Follows]

The parties have executed this Investor's Rights Agreement as of the date first above written.

COMPANY:

FIBERNET TELECOM GROUP, INC.

By:____________________________

Name:

Title:

INVESTORS:

DEUTSCHE BANK AG NEW YORK BRANCH

By:________________________________________

Name:

Title:

By:________________________________________

Name:

Title:

WACHOVIA INVESTORS, INC.

By:________________________________________

Name:

Title:

BANK ONE, N.A.

By:________________________________________

Name:

Title:

IBM CREDIT CORPORATION

By:________________________________________

Name:

Title:

NORTEL NETWORKS INC.

By:________________________________________

Name:

Title:

TORONTO DOMINION (TEXAS), INC.

By:________________________________________

Name:

Title:

Exhibit A

Name of Investor		Address
Deutsche Bank AG New York Branch	Deutsche Bank AG New York Branch 31 West 52nd Street New York, New York 10019 Attention: Alexander Richarz Telecopy: (646) 324-7455
Wachovia Investors, Inc.	Wachovia Investors, Inc. 301 S. College St., TW5 NC0537, Charlotte, NC 28288 Attention: Matthew Berk Telecopy: (704) 383-9831
Bank One, N.A.	FNBC Leasing Corporation 55 West Monroe, 17th floor Mail Code IL1-0502 Chicago IL 60670-0502
IBM Credit Corporation	IBM Credit Corporation North Castle Drive Armonk, NY 10504 Attn: Manager, Special Handling
Toronto Dominion (Texas), Inc.	Toronto Dominion (Texas), Inc. 909 Fannin, Suite 1700 Houston, Texas 77010 Attn : Jano Nixon, Vice President
Nortel Networks Inc.		Nortel Networks Inc. MS 991-15-A40 2221 Lakeside Boulevard Richardson, Texas 75082 Attention: Customer Finance Telecopy: 972-684-3679

EX-2

FIBERNET TELECOM GROUP, INC.


FIRST AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT

November 11, 2002(Exhibit 1)

TABLE OF CONTENTS

Page

I. Covenants *

A. Negative Covenants with Other Holders of Common Stock *

II. Voting *

A. Election of Directors *

III. Miscellaneous. *

A. Legends *

B. Termination of Covenants *

C. Attendance at Meetings *

D. Further Assurances *

E. Proxies *

F. Entire Agreement *

G. Recapitalizations, Etc *

H. Successors and Assigns *

I. Amendments and Waivers *

J. Notices *

K. Severability *

L. Specific Performance; Delays or Omissions; Remedies Cumulative *

M. Attorney's Fees *

N. Governing Law *

O. Counterparts *

P. Titles and Subtitles *

FIBERNET TELECOM GROUP, INC.
FIRST AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT

This First Amended and Restated Stockholders Agreement (this "Agreement") is made as of November 11, 2002, between FiberNet Telecom Group, Inc., a Delaware corporation (the "Company") and the investors listed on Exhibit A hereto, each of which is herein referred to as an "Investor".

RECITALS

Pursuant to a Purchase Agreement among the Company and the Investors dated October 30, 2002 (the "Old Purchase Agreement"), the Investors purchased from the Company, and the Company sold to the Investors, upon the terms and subject to the conditions set forth therein, shares of the Common Stock, par value $0.001 per share, and warrants of the Company to purchase shares of Common Stock (the "Old Warrants");

The Company and the Investors have entered into a Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") of even date herewith pursuant to which the Company desires to sell to the Investors, and the Investors desire to purchase from the Company, shares of the Company's Common Stock and warrants to purchase an additional amount of such shares (the "New Warrants" and together with the Old Warrants, the "Warrants"). A condition to the Investors' obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with certain rights with respect to the Company's Common Stock. The Company desires to induce the Investors to purchase shares of Common Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein.

AGREEMENT

The parties agree as follows:

1. Covenants
1. Negative Covenants with Other Holders of Common Stock

. The Company shall not enter into any agreement with an existing or future investor acquiring shares of the Company's Common Stock in connection with such investor's investment that has the effect of establishing any material rights or otherwise providing any material benefits for such investor that have not been received by the Investors under this Agreement, the Old Purchase Agreement, the Purchase Agreement, or the First Amended and Restated Investors Rights Agreement entered into concurrently herewith, unless, in any such case, each Investor has been offered the opportunity to receive, for no additional consideration, such rights and the benefits of such agreement.

2. Voting
1. Election of Directors

. At any annual or special shareholders meeting, and whenever the shareholders of the Company act by written consent with respect to election of directors, each Investor agrees to vote or otherwise give such Investor's consent in respect of all shares of the Company's Common Stock acquired by such Investor pursuant to the Purchase Agreement or Old Purchase Agreement or upon any exercise of any Warrants, and the Company shall take all necessary and desirable actions within its control, in order to cause:

1. the election to the Board of two Independent Individuals (as defined below) approved by Investors holding shares of the Company's capital stock entitled to cast a majority of the total number of votes entitled to be cast by all Investors in the election of directors to the Company's Board of Directors (the "Majority Investors");
2. the authorized number of directors of the Board as set forth in the Company's Certificate of Incorporation or other similar document (in each case, as amended, amended and restated or otherwise modified from time to time) of the Company and/or the Bylaws of the Company to remain at six or such other number as the Majority Investors may specify from time to time in a notice delivered to the Company and the other Investors;
3. the removal from the Board (with or without cause) of any director approved hereunder by the Majority Investors, upon the written request of the Majority Investors for the removal of such director, but only upon such written request; provided, however, that the removal of any director for cause or otherwise shall not prejudice the right of the Majority Investors to nominate pursuant to this Agreement a substitute director to fill the vacancy created by such removal; and
4. upon any vacancy in the Board as a result of any individual approved as provided in clause (1) above ceasing to be a member of the Board, whether by resignation, removal or otherwise, the election to the Board of an individual approved by the Majority Investors.

For purposes of this Agreement, an "Independent Individual" shall mean any natural person who upon election to the Board will be an "independent director" within the meaning of the rules and regulations of the primary national securities exchange or automated quotation system on which shares of the Company's Common Stock are traded.

3. Miscellaneous.
1. Legends

. Each certificate representing shares of Common Stock held by an Investor or any subsequent holder of such shares to which rights under this Agreement are transferred pursuant to the terms of Section III.H shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS."

The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance or otherwise), the legend set forth above from any such certificate and will place or cause to be placed such legend on any new certificate issued to represent shares of Common Stock held by the Investors and such transferees theretofore represented by a certificate carrying such legend. At any time after the termination of the Company's and the Investors' obligations under Section II of this Agreement pursuant to the terms of Section III.B and in connection with any transfer of the shares evidenced by a certificate legended pursuant to this Section III.A, any holder of a stock certificate so legended may surrender such certificate to the Company for removal of such legend, and the Company will duly reissue a new certificate without such legend.

2. Termination of Covenants

. All covenants of the Company and the Investors contained in Section I and Section II of this Agreement shall expire and terminate upon the earliest of,

1. the closing of a Qualified Public Offering (as defined in the First Amended and Restated Investor's Rights Agreement, dated November 11, 2002, between the Company and the Investors), or
2. (i) the sale, lease or other disposition of all or substantially all of the assets of the Company or (ii) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization, or (iii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (a "Change in Control"), or
3. the date upon which the aggregate securities of the Company then held by the Investors that are a party to this Agreement on the date hereof comprise less than 30% of the Company's Common Stock outstanding on a fully-diluted basis.
3. Attendance at Meetings

. Each of the Investors agrees to be present, either in person or by proxy, at all meetings of shareholders of the Company at which one or more members of the Board are to be elected, so that all shares held by such Investor may be voted for the election of the directors as set forth herein; provided, that the Company shall have given notice of such meeting to each Investor not less than 10 days prior to the date of such meeting (unless waived in writing by such person). Each Investor may abstain from voting at all such meetings with respect to any matter except for the election of directors.

4. Further Assurances

. The Company agrees to take all actions required to ensure that the rights given to the parties hereunder are effective and that they enjoy the benefits thereof. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be appropriate in order to protect the rights of the parties hereunder against impairment.

5. Proxies

. Each Investor hereby grants to each other Investor an irrevocable proxy (a "Proxy") with respect to the voting of the shares of capital stock of the Company owned or controlled by such Investor in accordance with this Agreement. The Proxy granted by each Investor to each other Investor is exercisable by any Investor at any time or from time to time, commencing with the breach by any Investor granting the Proxy of its obligation to vote its shares of capital stock in accordance with this the Agreement. Each Proxy shall expire upon the termination of the Company's and the Investors' obligations under Section II of this Agreement pursuant to the terms of Section III.B. Each Investor agrees that each Proxy granted hereby is coupled with an interest.

6. Entire Agreement

. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing among any of the parties hereto are expressly canceled.

7. Recapitalizations, Etc

. The provisions of this Agreement (including any calculation of share ownership) shall apply, to the full extent set forth herein with respect to the Common Stock, to any and all shares of capital stock of the Company or any capital stock, partnership or member units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of the Common Stock by reason of any stock dividend, split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

8. Successors and Assigns

. Except as provided below, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any Common Stock or Warrants). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

The rights of an Investor under Sections I and II of this Agreement may be assigned to any Permitted Transferee (as defined below) or to any transferee or assignee in connection with the transfer or assignment of at least 40% of such Investor's Common Stock (on a fully diluted basis); provided, that (a) such transfer is otherwise effected in accordance with applicable securities laws and other restrictions on transfer applicable to such shares, (b) notice of such assignment is given to the Company and (c) such transferee or assignee agrees to be bound by all provisions of this Agreement. For purposes of this Agreement, a "Permitted Transferee" shall mean (i) in the case of an Investor who is an individual, such person's ancestors, descendants or spouse, or any custodian or trustee for the account of such person (or for the account of such person's ancestors, descendants or spouse), (ii) in the case of an Investor which is a partnership or limited liability company, any constituent partner or member of such entity, (iii) in the case of an Investor which is a corporation, any parent corporation or wholly-owned subsidiary corporation or any officer, director or 10% stockholder of such corporation, and (iv) any other Investor.

9. Amendments and Waivers

. Any term of this Agreement may be amended or waived only with the written consent of the Company and Investors holding at least 75% of the shares of Common Stock (on a fully-diluted basis) issued pursuant to the Purchase Agreement or the Old Purchase Agreement and then held by all Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Investor. Notwithstanding the foregoing, if in any particular instance a party's obligations or rights under this Agreement are adversely affected thereby in a disproportionately adverse manner from that in which other parties are affected by application of this Section, the consent of such party shall also be required in such instance.

10. Notices

. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or confirmed fax, or if mailed to a domestic address, 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth below or on Exhibit A hereto or as subsequently modified by written notice.

11. Severability

. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

12. Specific Performance; Delays or Omissions; Remedies Cumulative

. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable without the requirement for the posting of a bond. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alterna tive.

13. Attorney's Fees

. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and disbursements in addition to any other relief to which such party may be entitled.

14. Governing Law

. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws.

15. Counterparts

. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16. Titles and Subtitles

. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[Signature Page Follows]

The parties have executed this Stockholders Agreement as of the date first above written.

COMPANY:

FIBERNET TELECOM GROUP, INC.

By:____________________________

Name:

Title:

INVESTORS:

DEUTSCHE BANK AG NEW YORK BRANCH

By:________________________________________

Name:

Title:

By:________________________________________

Name:

Title:

WACHOVIA INVESTORS, INC.

By:________________________________________

Name:

Title:

BANK ONE, N.A.

By:________________________________________

Name:

Title:

IBM CREDIT CORPORATION

By:________________________________________

Name:

Title:

TORONTO DOMINION (TEXAS), INC.

By:________________________________________

Name:

Title:

Exhibit A

Name of Investor		Address
Deutsche Bank AG New York Branch	Deutsche Bank AG New York Branch 31 West 52nd Street New York, New York 10019 Attention: Alexander Richarz Telecopy: (646) 324-7455
Wachovia Investors, Inc.	Wachovia Investors, Inc. 301 S. College St., TW5 NC0537, Charlotte, NC 28288 Attention: Matthew Berk Telecopy: (704) 383-9831
Bank One, N.A.	FNBC Leasing Corporation 55 West Monroe, 17th floor Mail Code IL1-0502 Chicago IL 60670-0502
IBM Credit Corporation	IBM Credit Corporation North Castle Drive Armonk, NY 10504 Attn: Manager, Special Handling
Toronto Dominion (Texas), Inc.	Toronto Dominion (Texas), Inc. 909 Fannin, Suite 1700 Houston, Texas 77010 Attn : Jano Nixon, Vice President

EX-3

Data Sheet ReportFriday, August 30, 2002

Wachovia Corporation (FUC) as of Thursday, August 29, 2002

Status: Internal No.: Incorporation: Ann. Mtg. Min. Resp.: Corp Records/Seal:	Active Co# 0198 (FUC) North Carolina Legal - Charlotte Legal - Charlotte
Federal ID #:	56-0898180
Fiscal Year End:	12/31
Comment:

Annual Meeting:	Third Tuesday in April
Primary Address One Wachovia Center Charlotte, NC 28288		Registered Address None given

Primary Phone

Primary Fax

Purpose of Business

Financial Holding Company. (00AA) Merchant banking activities (31SA) commenced 3/13/00.

Former Name (s)		From Date	Through Date
First Union National Bancorp, Inc.		Friday, December 22, 1967	Friday, May 19, 1972
Comment:
Cameron Financial Corporation		Friday, May 19, 1972	Tuesday, April 13, 1976
Comment:
First Union Corporation		Tuesday, April 13, 1976	Saturday, September 01, 2001
Comment:	On 9/1/01 Wachovia Corporation, Winston-Salem, NC, merged into First Union Corporation, and First Union Corporation changed its name to Wachovia Corporation

DIRECTORS

Currently Authorized: 18		Min: 9	Max: 30	Quorum: 10	Classes: 3
Comment:	#SEE NARRATIVE

	Title
John D. Baker, II	Director
F. Duane Ackerman	Director
L.M. Baker, Jr.	Director
James S. Balloun	Director
Robert J. Brown	Director
Peter C. Browning	Director
John T. Casteen, III	Director
William H. Goodwin, Jr.	Director
Robert A. Ingram	Director
Mackey J. McDonald	Director
Joseph Neubauer	Director
Lloyd U. Noland, III	Director
Ruth G. Shaw	Director
Lanty L. Smith	Director
G. Kennedy Thompson	Director
John C. Whitaker, Jr.	Director
Dona Davis Young	Director

OFFICERS

	Title
*** ***	SEE NARRATIVE
L.M. Baker, Jr.	Member of Management Operating Committee
David M. Carroll	Member of Management Operating Committee
Stephen E. Cummings	Member of Management Operating Committee
Jean E. Davis	Member of Management Operating Committee
Malcolm E. Everett, III	Member of Management Operating Committee
Paul G. George	Member of Management Operating Committee
W. Barnes Hauptfuhrer	Member of Management Operating Committee
Benjamin P. Jenkins, III	Member of Management Operating Committee
Robert P. Kelly	Member of Management Operating Committee
Stanhope A. Kelly	Member of Management Operating Committee
Robert S. McCoy, Jr.	Member of Management Operating Committee
Donald A. McMullen, Jr.	Member of Management Operating Committee
G. Kennedy Thompson	Member of Management Operating Committee
Mark C. Treanor	Member of Management Operating Committee
Donald K. Truslow	Member of Management Operating Committee
L.M. Baker, Jr.	Regulation O Executive Officer
David M. Carroll	Regulation O Executive Officer
Stephen E. Cummings	Regulation O Executive Officer
Jean E. Davis	Regulation O Executive Officer
Malcolm E. Everett, III	Regulation O Executive Officer
Paul G. George	Regulation O Executive Officer
W. Barnes Hauptfuhrer	Regulation O Executive Officer
Benjamin P. Jenkins, III	Regulation O Executive Officer
David M. Julian	Regulation O Executive Officer
Robert P. Kelly	Regulation O Executive Officer
Stanhope A. Kelly	Regulation O Executive Officer
Robert S. McCoy, Jr.	Regulation O Executive Officer
Donald A. McMullen, Jr.	Regulation O Executive Officer
G. Kennedy Thompson	Regulation O Executive Officer
Mark C. Treanor	Regulation O Executive Officer
Donald K. Truslow	Regulation O Executive Officer
Billy James Walker	Regulation O Executive Officer
Thomas J. Wurtz	Regulation O Executive Officer
L.M. Baker, Jr.	Section 16 Executive Officer
David M. Carroll	Section 16 Executive Officer
Stephen E. Cummings	Section 16 Executive Officer
Jean E. Davis	Section 16 Executive Officer
Malcolm E. Everett, III	Section 16 Executive Officer
Paul G. George	Section 16 Executive Officer
W. Barnes Hauptfuhrer	Section 16 Executive Officer
Benjamin P. Jenkins, III	Section 16 Executive Officer
David M. Julian	Section 16 Executive Officer
Robert P. Kelly	Section 16 Executive Officer
Stanhope A. Kelly	Section 16 Executive Officer
Alice Lehman	Section 16 Executive Officer
Robert S. McCoy, Jr.	Section 16 Executive Officer
Donald A. McMullen, Jr.	Section 16 Executive Officer
G. Kennedy Thompson	Section 16 Executive Officer
Mark C. Treanor	Section 16 Executive Officer
Donald K. Truslow	Section 16 Executive Officer
Billy James Walker	Section 16 Executive Officer
Thomas J. Wurtz	Section 16 Executive Officer
Stuart C. Adams	Senior Vice President
Howard Anderman	Vice President
Robert L. Andersen	Senior Vice President
Michele D. Bailey	Assistant V.P.
Pam Bainbridge	Assistant V.P.
L.M. Baker, Jr.	Chairman
Jacqueline A. Ballantine	Vice President
Janice C. Barber	Audit Officer
Elizabeth M. Barbis	Senior Vice President
Lawrence G. Baxter	Senior Vice President
James L. Beaver, Jr.	Vice President
Scott Paul Berrier	Vice President
Robert F. Bertges	Senior Vice President
Terry Bibleheimer	Senior Vice President
Linda A. Blanchfield	Senior Vice President
Julia I. Bouhuys	Senior Vice President
Ruth J. Brader	Senior Vice President
Robert H. Bradford, Jr.	Bank Officer
Cheryl D. Bradshaw	Vice President
John P. Brady	Senior Vice President
Betsy Brammer	Bank Officer
Matthew B. Bready	Assistant V.P.
Kimberly W. Brown	Audit Officer
Byron E. Broyles	Audit Officer
Michael A. Brunt	Bank Officer
Mark E. Buechner	Vice President
James N. Bullard	Assistant V.P.
Leigh M. Bullen	Vice President
R. Lowndes Burke	Vice President
Peter Butler	Vice President
Margaret A. Byrne	Vice President
Michael R. Caldwell	Vice President
Thomas M. Cambern	Senior Vice President
Robert E. Campbell	Vice President
Kenneth R. Carpenter, Jr.	Vice President
David M. Carroll	Senior EVP
David B. Carson	Senior Vice President
Douglas A. Carson	Vice President
Ronald D. Case	Vice President
James A. Cassell	Senior Vice President
Leanne Castagna	Vice President
E. Greer Cawood	Senior Vice President
Christopher M. Celio	Vice President
Tracey M. Chaffin	Vice President
Robert M. Chalik	Vice President
John Chepul	Tax Officer
James C. Cherry	Executive VP
Karen D. Clark	Vice President
Margaret G. Clark	Senior Vice President
Jeffrey Cohen	Assistant V.P.
Edward C. Coker	Vice President
Joseph L. Coleman	Assistant V.P.
Jill C. Coley	Audit Officer
Mary Jane Collins	Vice President
James C. Cook	Senior Vice President
Rosalia J. Costa-Clarke	Vice President
Carl M. Cowart	Vice President
David G. Cox	Vice President
April Davis Crawford	Assistant V.P.
Stephen E. Cummings	Co-Head, Corporate & Investment Banking, Wachovia Securities
	Senior EVP
Leslie S. Cundiff	Senior Vice President
Anne T. Daniel	Assistant Secretary
John O. Dashner	Vice President
Amy Hope Davis	Vice President
Eric C. Davis	Senior Vice President
J. Frederick Davis, III	Vice President
Jean E. Davis	Senior EVP
Jeraldine B. Davis	Senior Vice President
David J. De Gorter	Senior Vice President
Robert L. Dean	Senior Vice President
Bartley H. Deese, Jr.	Audit Officer
Albert J. DeForest, III	Vice President
Giuseppe DiFrancesco	Vice President
Jose Luis Dominguez	Assistant V.P.
Thomas A. Dorsey	Senior Vice President
Timothy R. Dowling	Managing Director
Susan K. Doyle	Vice President
Carol A. Dubie	Senior Vice President
John G. Dumm	Vice President
Charles Joseph Elwell	Vice President
Frederick W. Eubank, II	Senior Vice President
Malcolm E. Everett, III	Senior EVP
Otho Allen Ezell, Jr.	Assistant V.P.
Terry Lee Faust	Vice President
Raedel J. Faverio	Bank Officer
Carole A. Felton	Vice President
Charles Thomas Fennimore	Vice President
Anthony D. Fenton	Senior Vice President
Ron R. Ferguson	Senior Vice President
Kenneth T. Finch	Audit Officer
Catherine E. Foley	Vice President
Beverly C. Foushee	Assistant V.P.
Roger Anthony Fox	Senior Vice President
John Monroe Frank	Assistant V.P.
Edward R. Frommelt	Audit Officer
David L. Gaines	Senior Vice President & Assistant Treasurer
Richard S. Galloway	Assistant V.P.
Sally Ganem	Vice President
Stephen T. Gannon	Senior Vice President
Paul G. George	Senior EVP
James H. Gilbraith, II	Vice President
Maryjane T. Gommel	Audit Officer
Ellen Herman Goodman	Vice President
Richard H. Grattan	Senior Vice President
Steven Gray	Vice President
Brenda R. Greenway	Assistant V.P.
Annie B. Gunter	Assistant V.P.
Mary Louise Guttmann	Senior Vice President
Faye O. Haack	Assistant V.P.
Donald Hall	Assistant V.P.
Kelly Kitchingman Hall	Assistant Secretary
Mary E. Hallman	Audit Officer
Robert F. Hampson	Vice President
L. Watts Hamrick, III	Senior Vice President
Yates E. Harmon	Audit Officer
Donna M (WACH) Harris	Senior Vice President
W. Barnes Hauptfuhrer	Co-Head, Corporate & Investment Banking, Wachovia Securities
	Senior EVP
James F. Heatwole	Vice President
David A. Hebner	Senior Vice President
Heather Hendershott	Bank Officer
Bruce C. Henderson	Vice President
Jane Nase Henderson	Senior Vice President
David W. Hendrick	Assistant V.P.
Adrienne Hill-Sears	Vice President
Gordon R. Hinesley	Vice President
Robert G. Hoak	Executive VP
Robert Hoelscher	Vice President
James Glenward Holland, Jr.	Assistant V.P.
Glynis S. Hopkins	Vice President
Joseph F. Hozalski	Vice President
William D. Huber	Vice President
Leonard Hungarter, Jr.	Assistant V.P.
Joseph Early Hunnicutt	Vice President
Susan W. Iossa	Vice President
David E. Jackson	Assistant V.P.
Joseph J. Jackson	Bank Officer
Carol S. Jarratt	Vice President
David H. Jarvis	Senior Vice President
Benjamin P. Jenkins, III	Senior Executive Vice President & President of General Bank
Thomas S. Johnston	Senior Vice President
Benjamin J. Jolley	Senior Vice President
Thomas W. Joyce, III	Vice President
David M. Julian	Principal Accounting Officer
Frank S. Kaulback,III	Senior Vice President
Richard A. Keating	Senior Vice President
James A. Kelly	Vice President
Robert P. Kelly	CFO
	Senior EVP
Stanhope A. Kelly	Senior EVP
	President of Wealth Management
Robert B. Kenyon	Vice President
Nancy Kerkhoff	Assistant Secretary
Neil C. King	Senior Vice President
Brenda Head Kirkpatrick	Vice President
Lee Klein	Assistant V.P.
Janet M. Kline	Assistant V.P.
Robert S. Kniejski	Executive VP
Michael H. Koonce	Senior Vice President
Nicholas Koumoulis	Assistant V.P.
Georgios C. Kyvernitis	Vice President
Lisa A. Laffey	Vice President
Pearce A. Landry	Vice President
William B. Langley	Executive VP
John Lansche	Vice President
Janet M. LeClair	Senior Vice President
Sandra B. Lemons	Vice President
Julian Mark Leroy	Assistant V.P.
Tom P. Levandowski	Senior Vice President
Carolann A. Levitzki	Assistant V.P.
Leonard Lindberg	Assistant V.P.
Deborah B. Lineberger	Tax Officer
Lloyd Lipsett	Vice President
Bruce W. Loftin	Senior Vice President
Joe O. Long	Senior Vice President
John H. Loughridge, Jr.	Senior Vice President
Tammy Marie Lowman	Audit Officer
Daniel J. Ludeman	Senior Vice President
Carlos Lummus	Vice President
Thomas J. Maher	Vice President
Cecil M. Martin	Vice President
Ronald L. Massey	Vice President
Robert L. Massi	Vice President
Esther G. Mateos	Vice President
Monica Q. Matherly	Vice President
Gregory Mathews	Senior Vice President
Daniel P. Mazo	Vice President
Terrance M. McCaffery	Audit Officer
Dawn G. McCall	Assistant V.P.
John F. McCormack	Vice President
Robert S. McCoy, Jr.	Vice Chairman
Victoria I. McDonald	Vice President
J. Walter McDowell, III	Executive VP
Paul M. McLinko	Vice President
Donald A. McMullen, Jr.	Senior Executive Vice President and President of Capital Management
Linda L. McQuay	Vice President
David C. Mellander	Audit Officer
Mark A. Mendenhall	Vice President
David M. Millar	Audit Officer
Peter Mogendorf	Audit Officer
Von W. Moody, III	Vice President
James N. Moody, Jr.	Vice President
Lisa M. Morgan	Assistant V.P.
Michael T. Morrissett	Vice President
Walter John Moser	Vice President
Angela S. Mull	Assistant V.P.
Patrick T. Mumford	Senior Vice President
Peggy C. Nixon	Vice President
Paul E. Norris	Senior Vice President
Keith M. Northern	Senior Vice President
Ted F. Norwood	Assistant V.P.
Charles H. O'Donnell	Vice President
Marta Ochoa	Tax Officer
Jennifer R. Outen	Audit Officer
Kimberly K. Owen	Audit Officer
Darlene T. Pack	Audit Officer
Cynthia W. Parris	Assistant V.P.
Penny L. Patterson	Assistant V.P.
Pamela M. Pearson	Senior Vice President
Steven E. Peckel	Vice President
Peter G. Perna	Vice President
Ralph A. Perry, Jr.	Senior Vice President
Barry G. Pritchard	Assistant V.P.
Abizar S. Rangwala	Vice President
Michael E. Ray	Assistant Secretary
Michael J. Reardon	Assistant V.P.
Jim F. Redman	Senior Vice President
Lydia E. Reyes	Audit Officer
Edward D Ridenhour	Senior Vice President
Frank D. Robb	Executive VP
John A. Rocker	Vice President
Arthur C. Roselle	Vice President
Arthur L. Roth	Vice President
Barbara Meyer Rothenberg	Senior Vice President
Martin J. Rust	Senior Vice President
David J. Scanlan	Vice President
Peter J. Schild	Senior Vice President
William H. Schwartz	Assistant V.P.
Ronald V. Shearin	Vice President
William R. Sheerin	Assistant V.P.
Patrick J. Shevlin	Senior Vice President & Tax Officer
Donna G. Shewmake	Vice President
David J. Shivell	Audit Officer
Donna Thurman Simmons	Bank Officer
Kay K. Simmons	Assistant Secretary
Kathleen M. Sims	Audit Officer
Susie F. Siskin	Senior Vice President
Amy E. Slater	Senior Vice President
James Timothy Small	Assistant V.P.
Stephen W. Smith	Vice President
Christopher F. Snead	Assistant V.P.
James G. Snead,Jr.	Senior Vice President
Howard A. Sorrells, Jr.	Bank Officer
Sterling A. Spainhour	Assistant Secretary
	Senior Vice President
Wilbert B. Spence, Jr.	Executive VP
Robert G. Spencer	Assistant V.P.
Chris L. Stalcup	Audit Officer
Fred Lewis Steffey	Assistant V.P.
James Stenersen III	Vice President
David K. Sterlitz	Assistant V.P.
Joyce L. Stiff	Assistant V.P.
Carlyle E. Stull, Jr.	Senior Vice President
Bala Subramaniam	Audit Officer
Irma Sumpter	Assistant V.P.
C. Randall Talley	Bank Officer
James A. Taylor	Assistant V.P.
Peter F. Ten Eyck	Vice President
D. Gary Thompson	Executive VP
G. Kennedy Thompson	President
	CEO
Michelle R. Thompson	Vice President
Daniel L. Topping	Bank Officer
Edward J. Tornesello	Vice President
Maureen E. Towle	Vice President
Mark C. Treanor	General Counsel & Secretary
	Senior EVP
Thai Dung Truong	Audit Officer
Donald K. Truslow	Senior EVP
G. Christian Ullrich, II	Senior Vice President
Brenda L. Vaughan	Vice President
B. Joline Vega	Audit Officer
Robert A. Verrone	Senior Vice President
Kimberly C. Wagner	Assistant V.P.
Melford Whitfield Walker	Vice President
Teresa W. Walker	Vice President
Kristy A. Wallace	Assistant V.P.
Andrew B. Warhurst	Vice President
Robert H. Waters	Vice President
Charles D. Watts	Assistant V.P.
Daniel W. Weade	Bank Officer
Larry G. Webb	Vice President
Beverly B. Wells	Executive VP
Benjamin F. Williams, Jr.	Senior Vice President
James D. Wilson	Vice President
Alita T. Wingfield	Vice President
Paul Woollard	Senior Vice President
Thomas J. Wurtz	Treasurer

STOCKS

Class A Preferred Stock

Price/Par Value: CUSIP: SYMBOL:		No Par	Date Authorized: Authorized: Outstanding: Issued: # in Treasury:	40,000,000
	Comment:

Common Stock

Price/Par Value: CUSIP: SYMBOL:		$3.33 1/3		Date Authorized: Authorized: Outstanding: Issued: # in Treasury:	2,000,000,000
	Comment:		The shares of the Company are publicly traded and listed on the New York Stock Exchange. Contact Shareholder Services for outstanding shares.

Preferred Stock

Price/Par Value: CUSIP: SYMBOL:		No Par	Date Authorized: Authorized: Outstanding: Issued: # in Treasury:	10,000,000
	Comment:

DIRECT SUBSIDIARIES

	Incorp/Formed in		%Ownership
ABCA, Inc.		Florida		100%
Atlantic Savings Bank, FSB (ASB)				100%
Capitol Finance Group, Inc.		North Carolina		100%
Celadon, Inc.		North Carolina		100%
Central Fidelity Capital Trust I		Delaware		100%
Central Fidelity Properties, Inc.		Virginia		100%
CoreStates Holdings, Inc.		Delaware		100%
CREST 2000-1 Holding SPV, Inc.		Delaware		100%
EVEREN Capital Corporation		Delaware		100%
Evergreen FPS, Inc.		North Carolina		100%
FCC-PR, Inc.		Puerto Rico		100%
Fidelcor Business Credit Corporation		New York		100%
Financial Life Insurance Company of Georgia		Georgia		100%
First American Service Corporation		Virginia		100%
First Atlanta Corporation		Georgia		100%
First Atlanta Lease Liquidating Corporation		Georgia		100%
First Clearing Corporation (FCC)		Pennsylvania		100%
First National Bank of Atlanta, The (FNB)		United States of America		100%
First Union Capital I		Delaware		100%
First Union Capital II		Delaware		100%
First Union Capital III				100%
First Union Commercial Corporation (COM)		North Carolina		.9696%
First Union Community Development Corporation		Virginia		100%
First Union Genesis Holdings, Inc.		Florida		100%
First Union Institutional Capital I				100%
First Union Institutional Capital II				100%
First Union Insurance Agency of NC, Inc. (FIA)		North Carolina		100%
First Union Insurance Services, Inc.		New Jersey		100%
First Union Life Insurance Company		Arizona		100%
First Union Regional Community Development Corporation, Inc.		Pennsylvania		51%
First Union Regional Foundation		Pennsylvania
First Union Services, Inc. (NCC, WCS)		North Carolina		100%
Forum Capital Markets, LLC		Delaware		100%
Franklin Capital Associates III, L.P.				6.6%
FUNC Holdings Inc.		Florida		100%
ISC Realty Corporation		North Carolina		100%
Jefferson Properties, Inc.		Virginia		100%
Johnson, Lane, Space, Smith Corporation, The				100%
McGlinn Capital Management, Inc. (McG)		Pennsylvania		100%
OFFITBANK (OFB)		New York		100%
Signet Student Loan Corporation		Virginia		100%
Silas Technologies, Inc. (STI)		North Carolina		100%
Southern Provident Life Insurance Company		Arizona		100%
Structured Credit Partners, LLC		Delaware		100%
Synthetic Fixed-Income Securities, Inc.		Delaware		100%
Taylor & Clark Insurance Services, Incorporated (TCI)		Virginia		100%
The Money Store Holdings Limited		England		100%
The Money Store Insurance Services Corp.		California		100%
TRSTE II, Inc.		Tennessee		100%
TRSTE, Inc.		Virginia		100%
Tryon Management, Inc.		North Carolina		100%
Union Hamilton Reinsurance, Ltd.		Bermuda		100%
Wachovia Acquisition Corporation 2001-01		North Carolina		100%
Wachovia Bank Card Services, Inc. (WBC)		Delaware		100%
Wachovia Bank of Delaware, National Association (HEB)		United States of America		100%
Wachovia Bank, National Association (FUN)#				100%
Wachovia Capital Investments, Inc.		Georgia		100%
Wachovia Capital Trust I				100%
Wachovia Capital Trust II				100%
Wachovia Capital Trust V				100%
Wachovia Community Development Corporation (WCD)		North Carolina		100%
Wachovia Corporation of Alabama		Alabama		100%
Wachovia Corporation of Tennessee		Tennessee		100%
Wachovia Development Corporation		North Carolina		100%
Wachovia Exchange Services, Inc. (WES)		North Carolina		100%
Wachovia Funding Corp.		North Carolina		100%
Wachovia Insurance Agency, Inc.(WIA)		Virginia		100%
Wachovia Investors, Inc. (FUI)		North Carolina		100%
Wachovia Mortgage Corporation (MTG)		North Carolina		100%
Wachovia Private Capital, Inc.		Pennsylvania		100%
Wachovia Real Estate Investment Corp.		Delaware		1%
Wachovia Risk Services, Inc.		Virginia		100%
Wachovia Securities, Inc. (WSI)		North Carolina		100%
Wachovia Structured Finance Management, Inc. (IDM)		North Carolina		100%
Wachovia Trust Services, Inc. (WTS)		North Carolina		100%
Waller House Corporation		Pennsylvania		100%
Women's Growth Capital Fund I, L.L.L.P.				10%

INCORPORATION/QUALIFICATIONS

Jurisdiction		Inc/Qual	Charter No.	Tax ID No.	Date	End Date	Duration
North Carolina		Incorporation			Friday, December 22, 1967
	Agent:	The Prentice-Hall Corporation System, Inc.
	Comment:
Pennsylvania		Qualification			Friday, April 03, 1998	Friday, March 29, 2002
	Agent:	The Prentice-Hall Corporation System, Inc.
	Comment:

HISTORY

Thursday, February 29, 1996 Merged First Union Transportation Services, Inc. merged with and into First Union Corporation on 2/29/1996.

Thursday, July 31, 1997 Merged First Union Corporation of Virginia merged with and into First Union Corporation on July 31, 1997

Thursday, July 31, 1997 Merged First Union Corporation of South Carolina merged with and into First Union Corp. on July 31, 1997

Thursday, July 31, 1997 Merged First Union Corporation of Georgia merged with and into First Union Corporation on June 5, 1997

Friday, November 28, 1997 Merged Signet Banking Corporation merged with and into First Union Corporation (FUC) on November 28, 1997

Friday, January 16, 1998 Merged Covenant Bancorp, Inc. merged with and into First Union Corporation (FUC) on January 16, 1998

Thursday, February 26, 1998 Merged First Union Corporation of New Jersey merged with and into First Union Corporation (FUC) on 2/26/98.

Thursday, February 26, 1998 Merged First Fidelity Incorporated merged with and into First Union Corporation (FUC) on February 26, 1998

Tuesday, April 28, 1998 Merged CoreStates Financial Corp merged with and into First Union Corporation (FUC) on April 28, 1998

Thursday, April 30, 1998 Merged Bowles Hollowell Conner & Co. merged with and into First Union Corporation (FUC) on April 30, 1998

Friday, May 01, 1998 Merged First Pennsylvania Intern'l Capital Corp merged with and into First Union Corporation (FUC) on May

FPICC merged into First Union Corporation on May 1, 1998.

Friday, May 15, 1998 Merged CoreStates Capital Corp merged with and into First Union Corporation (FUC) on May 15, 1998

Merged into First Union Corporation on May 15, 1998.

Saturday, September 01, 2001 Merged Wachovia Corp. (historical) merged with and into Wachovia Corp. on 9/1/01

The name changed from First Union Corporation to Wachovia Corporation on 9/1/01.

NARRATIVES

Tuesday, March 22, 1994 Other Subs

First Union Corporation is the superparent to all subsidiaries. For information as to which subsidiaries are direct subs of the Corporation, please see organization chart in these fact sheets or contact the Legal Division.

Thursday, August 18, 1994 Other *Officer Note

*The officers listed are those other than officers who are employed by this company. Contact the Legal Division for a current Human Resources listing of officers.

Thursday, September 14, 1995 Other Successor by Merger

First American Metro Corp. - 9/29/93

American Bankshares, Inc. - 5/31/94

First Card Corporation (old) - 12/31/94

First Union Corporation of Florida - 6/23/95

First Union Transportation Services, Inc. - 2/29/96

Queen City Special Company B - 2/29/96

Washington Bankshares, Inc. - 2/29/96

Center Financial Corporation - 11/13/96

First Union Corporation of Georgia - 6/5/97

First Union Corporation of Virginia - 7/31/97

First Union Corporation of South Carolina - 7/31/97

Signet Banking Corporation -11/28/97

Covenant Bancorp, Inc. - 1/16/98

First Union Corporation of New Jersey - 2/26/98

First Fidelity Incorporated - 2/26/98

CoreStates Financial Corp - 4/28/98

Bowles Hollowell Conner & Co. - 4/30/98

First Pennsylvania International Capital Corporation - 5/1/1998

CoreStates Capital Corp - 5/15/1998

See "History: Merged" for additional mergers

Wednesday, March 31, 1999 History #Director Comment

Board is divided into 3 classes, and at each Annual Meeting of Stockholders, members of 1 of the 3 classes were elected to 3 year terms. As of the Shareholders meeting held 4/20/99, there were 9 directors in Class I (terms to expire in 2002), 9 directors in Class II (terms to expire in 2000), and 9 directors in Class III (terms to expire in 2001). Retirement age is 70.

Effective 7/29/99, number of directors was increased from 27 to 28, 9 to serve in Class I, 10 to serve in Class II, and 9 to serve in Class III.

Effective 2/20/01, number of directors was decreased to 14, with 5 in Class I, 5 in Class II, and 4 in Class III.

Effective 9/1/01, number of directors was increased to 18, consisting of 9 persons designated by Legacy Wachovia Corporation and 9 persons designated by First Union Corporation.

Thursday, October 28, 1999 Other SEC File No.

SEC File No.: 1-10000

Friday, March 31, 2000 Other Special Advisory Consultants

A special classification of directors was created on 12/16/1997 called Special Advisory Consultants. They were paid an annual retainer and were eligible to participate in benefit programs that the directors of FUNC were eligible to participate in. This special class of directors was established to make room for the CoreStates & Signet directors to come on the FUNC Board. Those elected to that capacity were Howard H. Haworth, Max A. Lennon, Jack A. Laughery, Dewey L. Trogdon, John D. Uible and B. J. Walker, for a term commencing on 4/21/1998 and ending on 4/17/2001. The foregoing were the only persons who have been elected to such category by the Board. The naming of individuals to this special class and their terms was determined by the Board, based on recommendations of the Nominating Committee.

Friday, March 31, 2000 Other South Carolina Registered Agent

For purposes of the South Carolina Bank Holding Company Registration Form, Corporation Service Company (1301 Gervais Street, Columbia, SC 29201) was listed as FUNC's registered agent in SC who is authorized to accept process, even though FUNC is not qualified in SC. This was all footnoted on the form.

This issue arose from 1998's form. Bob Andersen, Lisa Clontz, & Anne Daniel spoke with SC's Commissioner of Banking who said FUNC had to have a registered agent in SC to accept process. Afterwards, Lisa Clontz contacted CSC & made it so that CSC would accept process for FUNC in SC, even though they are not qualified there.

Wednesday, October 03, 2001 Other Withdrawal from Georgia

Wachovia Corporation (Legacy Wachovia) withdrew from the State of Georgia effective 9/27/2001

Friday, November 30, 2001 Other CUSIP Number

The current CUSIP# for Wachovia Corporation is 929903 10 2. This number changed when First Union Corporation changed its name to Wachovia Corporation.

Thursday, December 06, 2001 Other Committee Minutes

As of 10/26/01, the committees of Wachovia Corporation are as follows:

1. Executive Committee (minutes: Carol Mullis) (attorney approval: Mark Treanor)

2. Corporate Governance & Nominating Committee (minutes: Anne Shircliff) (attorney approval: Mark Treanor)

3. Management Resources & Compensation Committee (minutes: John Hamilton) (attorney approval: Ross Jeffries)

4. Credit & Finance Committee (minutes: Renee Governale) (attorney approval: Jay Powers)

5. Audit & Compliance Committee (minutes: Pat Caudle) (attorney approval: Anthony Augliera)

6. Merger Integration & Technology Committee (minutes: Linda Woollen) (attorney approval: Anthony Augliera)

The majority of the committees meet on the morning before each Corporate Board meeting. Once the minutes are approved from the prior meeting of that committee a copy should be sent to Legal for our files. Once received, a copy of committee minutes # 2, 4, 5 & 6 listed above should be sent to Kris McIntire, an OCC examiner. Kris's mailcode is NC 0100, Charlotte. Executive Committee minutes are to be reviewed here in Legal.

EX-4

Data Sheet ReportFriday, August 30, 2002

Wachovia Investors, Inc. (FUI) as of Thursday, August 29, 2002

Status: Internal No.: Incorporation: Ann. Mtg. Min. Resp.: Attorney Contact: Purpose Category: Corp Records/Seal: Responsible Attorney:	Active 0112 North Carolina Legal - Charlotte Donna Harris Merchant Banking Legal - Charlotte Jay Powers
Federal ID #:	56-1915240
Fiscal Year End:	12/31
Comment:

Annual Meeting:	Third Tuesday in April
Primary Address One First Union Center Charlotte, NC 28288-0630		Registered Address None given

Primary Phone

Primary Fax

Purpose of Business

Holds investments permitted under Section 4(c)(6) of BHC Act: Brazos Fund, (6799) Merchant banking activities (31SA) commenced 3/13/00.

Former Name (s)	From Date	Through Date
FUI, Inc.	Wednesday, March 22, 1995	Wednesday, November 13, 1996
Comment:
First Union Investors, Inc.	Wednesday, November 13, 1996	Friday, February 01, 2002
Comment:

DIRECTORS

Currently Authorized: 3	Min: 3	Max: 3	Quorum: 0	Classes: 0
Comment:

	Title
Ted A. Gardner	Director
Scott B. Perper	Director
Kevin J. Roche	Director

OFFICERS

	Title
Vincent Altamura	Senior Vice President
Robert L. Andersen	Senior Vice President
Tracey W. Anklin	Vice President
Anthony R. Augliera	Senior Vice President
Michele D. Bailey	Assistant V.P.
Jacqueline A. Ballantine	Vice President & Assistant Secretary
Jerry P. Bates	Vice President
Dale R. Batman	Senior Vice President
James L. Beaver, Jr.	Senior Vice President
Matthew Berk	Senior Vice President
Ann K. Black	Assistant V.P.
Catherine A. Blaisdell	Assistant V.P.
Paul J. Blass	Vice President
Julia I. Bouhuys	Senior Vice President
John J. Braden	Senior Vice President
John J. Bresnan	Senior Vice President
Curtis L. Brouwer	Senior Vice President
Robert G. Calton, III	Senior Vice President
David M. Carroll	Senior EVP
David B. Carson	Senior Vice President
Sandy Cavaness	Assistant V.P.
Tracey M. Chaffin	Vice President
John Chepul	Officer
Jay M. Chernoskey	Senior Vice President
Charles D. Childress	Assistant V.P.
Caryn Chittenden	Vice President
Francis C. Clark	Senior Vice President
Thomas Hal Clarke, Jr.	Senior Vice President
Richard Cobbs, Jr.	Assistant V.P.
Bennett S. Cole	Senior Vice President
Steve Columbaro	Assistant V.P.
Braxton B. Comer	Senior Vice President
James C. Cook	Senior Vice President
Mark L. Cook	Senior Vice President
Andrew Cooney	Senior Vice President
Rosalia J. Costa-Clarke	Vice President
Charles L. Culbreth	Senior Vice President
Stephen E. Cummings	Senior Vice President
Barbara R. Curry	Officer
Richard J. Daileader	Senior Vice President
John J. Dalnoky	Vice President
Jerry W. DeBerry	Vice President
Michelle D. Dellinger	Vice President
Mark A. Deskus	Assistant V.P.
Catherine E. Dolan	Senior Vice President
Michael J. Domagala	Senior Vice President
Douglas R. Edwards	Senior Vice President
Terry W. Edwards	Senior Vice President
Barbara W. Elliott	Assistant V.P.
Sam O. English, III	Vice President
Frederick W. Eubank, II	Senior Vice President
Thomas M. Finke	Senior Vice President
Patrick D. Finn	Senior Vice President
Richard E. Fogg	Vice President
William T. Fowler	Vice President
John A. Foxgrover	Vice President
Ted A. Gardner	Senior Vice President
Paul N. Gehrig	Vice President
Melissa M. Gill	Vice President
William L. Gilmer	Senior Vice President
Herman T. Goins, Jr.	Assistant V.P.
David T. Grady	Vice President
David F. Grams, Jr.	Vice President
Michael N. Gray	Vice President
Robert A. Gray	Vice President
Jennifer R. Green	Officer
Susan A. Groves	Officer
Mark D. Gustafson	Officer
L. Watts Hamrick, III	Senior Vice President
Donna M (WACH) Harris	Secretary
Scott C. Harrison	Assistant V.P.
W. Barnes Hauptfuhrer	President
William T. Hobbs	Senior Vice President
Sandra B. Hollenbach	Vice President
Sonya M. Holmes	Assistant V.P.
Thomas K. Hoops	Vice President
Bradley T. Hubacher	Assistant V.P.
Edward P. Imbrogno	Senior Vice President
Bradley J. Ipema	Senior Vice President
Beverly W. Jackson	Assistant Secretary
Ross E. Jeffries, Jr.	Senior Vice President
Cynthia P. Johnson	Assistant V.P.
John W. Johnson	Vice President
Benjamin J. Jolley	Senior Vice President
Steven Jr. Jones	Senior Vice President
David M. Julian	Senior Vice President
Jack B. Kester, Jr.	Vice President
Robert L. Kreidler, Jr.	Vice President
Pearce A. Landry	Vice President
Janet M. LeClair	Senior Vice President
Rodger Levenson	Senior Vice President
Peggy B. Linder	Assistant V.P.
Deborah B. Lineberger	Officer
Eric J. Lloyd	Vice President
Dorothy Y. London	Vice President
Joe O. Long	Senior Vice President
Donald M. Macleod	Executive VP
Benjamin T. May	Senior Vice President
Dawn G. McCall	Vice President
Kevin R. McCarthy	Vice President
Victoria I. McDonald	Vice President & Assistant Secretary
Taylor Mefford	Assistant V.P.
Mark Metz	Senior Vice President
Donald L. Minges	Vice President
Aprille M. Mitchell	Assistant Secretary
Lisa M. Morgan	Assistant V.P.
David Neal Morrison	Senior Vice President
Carol R. Mullis	Vice President
Nathan A. Myers	Assistant V.P.
Marta Ochoa	Officer
Michael T. Oliver	Assistant Secretary
Joseph R. Parrish	Senior Vice President
Scott B. Perper	Senior Vice President
Amy T. Pitt	Assistant V.P.
James F. Powers	Senior Vice President
Shailandra K. Prakash	Senior Vice President
Matthew S. Rankowitz	Senior Vice President
Jim F. Redman	Senior Vice President
David W. Reed	Vice President
Kevin J. Roche	Senior Vice President
Arthur C. Roselle	Vice President
Edward H. Ross	Senior Vice President
Courtney E. Rountree	Assistant V.P.
David J. Scanlan	Vice President
William H. Schwartz	Assistant Vice President & Assistant Secretary
Sue Schwein	Vice President
Gary R. Sessions	Vice President
Patrick J. Shevlin	Senior Vice President
Walker C. Simmons	Vice President
Michael C. Smith	Assistant V.P.
Sean M. Smith	Assistant V.P.
Matthew L. Soule	Vice President
Sterling A. Spainhour	Senior Vice President
James Stenersen III	Vice President
Scott R. Stevens	Assistant V.P.
Benjamin C. Stewart	Senior Vice President
Wellford Tabor	Vice President
Steven J. Taylor	Senior Vice President
Barry Taylor-Brill	Senior Vice President
Gloria A. Thompson	Vice President
Gregory Thompson	Senior Vice President
Heather M. Thompson	Officer
William L. Trotter	Vice President
Campbell Tucker	Vice President
William R. Turk, III	Senior Vice President
Kimberly C. Wagner	Assistant V.P.
Kristy A. Wallace	Assistant V.P.
Herbert A. Ware	Senior Vice President
Michael A. Watkins	Senior Vice President
Franklin M. Wessinger	Senior Vice President
Patricia J. Wichnoski	Assistant V.P.
Benjamin F. Williams, Jr.	Senior Vice President
Thomas J. Wurtz	Senior Vice President
Rollins Wykle	Assistant V.P.
Jay A. Young	Vice President

STOCKS

Common Stock

Price/Par Value: CUSIP: SYMBOL:		$1.00	Date Authorized: Authorized: Outstanding: Issued: # in Treasury:	100 100 100
	Comment:

Current Owner(s)			Certificate No.	%Ownership	No. of Shares	Date Issued or Transferred
Wachovia Corporation (FUC)			1	100	100	Monday, March 27, 1995
		Value of Consideration:
		Consideration:
	Comment:

DIRECT SUBSIDIARIES

	Incorp/Formed in		%Ownership
Alidian Investment, LLC		North Carolina		88.83%
Balducci Holdings, LLC		North Carolina		90%
CMLB 2001, LLC		Delaware		100%
Evergreen Private Equity Fund, L.P.		Delaware		3.75%
Evergreen Private Investment Funds Hedged Equities Super Accredited, L.P.		Delaware		5.36%
Evergreen Private Investment Funds Multi-Strategy Accredited, L.P.		Delaware		3.08%
Evergreen Private Investment Funds Multi-Strategy Super Accredited, L.P.		Delaware		3.1%
Evergreen Private Investment Hedged Technology Fund, Accredited, L.P.		Delaware		7.38%
First Union Merchant Banking 1997, LLC		North Carolina		99%
First Union Merchant Banking 1998, LLC		North Carolina		99.5%
First Union Merchant Banking 1998-III, LLC		North Carolina		100%
First Union Merchant Banking 1999, LLC		North Carolina		99.5%
First Union Merchant Banking 2001, LLC		North Carolina		99%
First Union Merchant Banking, 1998 - II, LLC		North Carolina		99.5%
First Union Merchant Banking, 1999 - II, LLC		North Carolina		99.5%
FUI, LLC		North Carolina		100%
LYNX 2002-I, Ltd.		Cayman Islands		100%
North Carolina Economic Opportunity Fund, L.P.				24.99%
Wachovia Capital Partners 2001, LLC		North Carolina		100%
Wachovia Capital Partners 2002, LLC		North Carolina		99.5%
Wachovia Capital Partners, LLC		North Carolina		100%

INCORPORATION/QUALIFICATIONS

Jurisdiction		Inc/Qual	Charter No.	Tax ID No.	Date	End Date	Duration
North Carolina		Incorporation			Wednesday, March 22, 1995
	Agent:	The Prentice-Hall Corporation System, Inc.
	Comment:
Pennsylvania		Qualification			Monday, April 27, 1998
	Agent:	Corporation Service Company
	Comment:

HISTORY

Saturday, November 29, 1997 Merged Signet Commercial Credit Corporation merged with and into First Union Investors, Inc. on 11/29/97.

Saturday, May 16, 1998 Merged CoreStates Enterprise Capital, Inc. merged with and into First Union Investors, Inc. on May 16, 199

Monday, August 31, 1998 Merged General Finance Service Corporation merged with and into First Union Investors, Inc. on 8/31/98.

Friday, December 28, 2001 Merged First Union Leveraged Capital 2001, LLC merged with and into Wachovia Investors, Inc. on 12/28/01.

Friday, December 28, 2001 Merged First Union Leveraged Capital, LLC merged with and into Wachovia Investors, Inc. on 12/28/01.

NARRATIVES

Monday, November 18, 1996 Other Name Change

The name of FUI, Inc. was changed to First Union Investors, Inc. effective 11/13/96.

Tuesday, April 21, 1998 Resolution Shareholders Consent -Annual Meeting

Tuesday, April 21, 1998 Resolution Directors Consent - Annual Meeting

Tuesday, May 26, 1998 Other Contacts

Steve Antal - Legal

Tracey Chaffin - Capital Partners

Curt Brouwer - Tax

Tuesday, April 20, 1999 Resolution Shareholders Consent -Annual Meeting

Tuesday, April 20, 1999 Resolution Directors Consent - Annual Meeting

Tuesday, April 20, 1999 Resolution Directors Consent - Annual Meeting

Tuesday, April 18, 2000 Resolution Shareholders Consent -Annual Meeting

Tuesday, April 18, 2000 Resolution Directors Consent - Annual Meeting

Tuesday, April 17, 2001 Resolution Shareholders Consent -Annual Meeting

Tuesday, April 17, 2001 Resolution Directors Consent - Annual Meeting

Tuesday, April 16, 2002 Resolution Shareholders Consent -Annual Meeting

Tuesday, April 16, 2002 Resolution Directors Consent - Annual Meeting