Wells Fargo + Wachovia

A Combined Premier Financial Services Company

A Superior Deal for Shareholders

October 3, 2008

Exhibit (99)(b)

2

Forward-Looking Statements

This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such

statements include, but are not limited to, statements about expected cost savings and other benefits of the merger between Wells Fargo and

Wachovia, expected integration costs of the merger, and the combined company’s plans, objectives, expectations and intentions for the future.

You should not unduly rely on forward-looking statements.  They are based on the current beliefs and expectations of Wells Fargo’s

management and are subject to significant risks and uncertainties.  The forward-looking statements speak only as of the date of this

presentation, and Wells Fargo does not undertake to update such statements to reflect changes that occur after that date. 

There

are

a

number

of

factors

that

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward-looking

statements.

These

factors

include,

but

are

not

limited

to:

the

risk

that

the

credit

crisis

will

continue

longer

or

be

more

severe

than

expected;

the

risk

that

Wells

Fargo

will

incur

more

credit

losses

from

Wachovia’s

loan

portfolio

than

expected;

the

inability

to

obtain

required

approvals

of

the

merger

from

regulatory

authorities on the proposed terms and schedule; the risk that the businesses will not be integrated successfully; the risk that cost savings and

other expected benefits of the merger may not be fully realized or may take longer to realize than expected; the risk that deposit attrition will be

greater than expected; the risk that disruption from the merger may make it more difficult to maintain business and operational relationships; the

risk of new and changing governmental regulation; and the exposure of Wells Fargo to additional litigation as a result of the merger.  Additional

factors are described in Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2007, as updated by Wells Fargo’s

Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.  Such reports are available on the website of the Securities and Exchange

Commission (www.sec.gov). 

INFORMATION ABOUT THE MERGER

The proposed merger will be submitted to Wachovia Corporation shareholders for their consideration. Wells Fargo will file with the Securities

and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Wachovia Corporation that also

constitutes a prospectus of Wells Fargo. Wachovia Corporation will mail the proxy statement-prospectus to its shareholders. Wachovia share-

holders and other investors are urged to read the final proxy statement-prospectus when it becomes available because it will describe the

proposed

merger

and

contain

other

important

information.

You

may

obtain

copies

of

all

documents

filed

with

the

SEC

regarding

the

proposed

merger, free of charge, at the SEC’s website (www.sec.gov).  Wells Fargo and Wachovia and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from Wachovia Corporation shareholders in connection with the proposed

merger. Information about each company’s directors and executive officers and their ownership of the company’s common stock is contained in

the definitive proxy statement filed for each company with respect to their respective 2008 annual meeting.

3

Transaction Overview

Terms

Fixed exchange ratio

0.1991 Wells Fargo shares for each Wachovia share

$7.00 per Wachovia share¹

Total consideration of $15.1 billion¹

Structure

Whole company transaction: nothing left behind

No FDIC assistance

Capital raise

Wells Fargo anticipates raising capital of up to $20 billion

¹

Based on Wells Fargo’s closing price on October 2, 2008 of $35.16

4

Transaction Overview

Revenue and credit

assumptions:

Synergies:

Merger costs:

Targeted close:

Due diligence:

Remaining approvals:

Includes conservative deposit run-off and

credit assumptions

$5 billion annual expense reduction

$10 billion

Fourth quarter 2008

Completed

Regulatory approvals

Wachovia shareholders

5

The New Wells Fargo

Source: SNL Financial and Company data

Note:

Financial

data

as

of

June

30,

2008.

Banking

store

data

as

of

September

18,

2008.

Deposit

and

store

data

include

all

pending

bank

acquisitions,

and

exclude

Bank

of

America’s acquisition of Merrill Lynch.  Total Net Loans include Held for Sale

U.S. Banking Stores

U.S. Deposits ($ billions)

Rank

Institution

Stores (#)

Rank

Institution

Deposits

1

Pro forma Wells Fargo

6,675

1

Pro forma Wells Fargo

$713

2

Bank of America

6,138

2

Bank of America

697

3

JPMorgan Chase

5,410

3

JPMorgan Chase

670

-

Wachovia

3,348

-

Wachovia

420

-

Wells Fargo

3,327

-

Wells Fargo

294

4

U.S. Bancorp

2,649

4

Citi

261

Company Data ($ millions)

Assets

$609,074

$812,433

Total Net Loans

417,776

485,884

Deposits

339,124

447,790

Core deposits

310,410

400,387

Mutual fund AUM

151,306

107,100

6

Source: SNL Financial

Note: Data as of September 18, 2008

Unparalleled Market Position

Largest,

Most

Extensive

Banking

Store

Network

Across

the

U.S.

Wells

Fargo

retail

banking

stores

—

3,327

Wachovia

retail

banking

stores

—

3,348

Total

combined

retail

banking

stores

—

6,675

7

$11.2

$15.1

$39.6

$59.8

$10.2

$95.9

$27.6

$13.8

$20.6

$20.8

$3.3

$5.5

$26.2

$22.5

$21.2

California

Florida

Texas

New Jersey

North

Carolina

Virginia

Georgia

Pennsylvania

Arizona

Colorado

Minnesota

Wells Fargo

Wachovia

Adjusted deposits in key states -

$ in billions

Adjusted deposits in key states -

$ in billions

Source: SNL Financial

Note: Deposit data as of June 30, 2007, pro forma for acquisitions; excludes deposits greater than $500mm in a single banking store

¹

Unadjusted

deposits

(includes

deposits

greater

than

$500mm

in-a

single-banking-store)

²

2007-2012

Leading Market Share from

Coast to Coast

$135.5

$59.8

$37.8

$26.2

$22.5

$21.2

$20.8

$20.6

$17.0

$16.7

1

1

1

1

1

1

1

3

1

1

1

21.8%

18.7%

13.0%

20.0%

19.3%

19.7%

15.1%

9.8%

24.6%

23.2%

19.7%

2,530

2,418

2,372

331

805

614

1,129

267

1,079

417

325

6.8%

12.8%

9.9%

3.7%

8.9%

7.8%

11.7%

2.1%

17.0%

8.5%

6.1%

% of total

Deposits¹ in states with #1 rank

67%

Deposits¹ in states with top 2 rank

85

Deposits¹ in states with top 3 rank

93

$15.1

Market share

Rank

Pop growth (%)²

Pop growth (000)²

8

Strong Retail Distribution and

Customer Base

Powerful Retail Distribution

Combined

Banking stores (#)

3,327

3,348

6,675

Total stores (#)

5,941

4,820

10,761

ATMs (#)

6,950

5,277

12,227

Significant Customer Base

Combined

Total retail households (mm)

11.2

15.0

26.2

Active online customers (mm)

10.6

5.1

15.7

States in footprint (#)

24

21

39

Source: Company filings

¹

Not adjusted for customers in common

²

Six overlapping

+

+

1

1

2

9

Significant Competitive Advantages

Source: Company filings, SNL Financial

Presence in growth markets

50% of U.S. population growth in footprint

80% of U.S. population growth in footprint

Penetration of affluent entrepreneurs

#1 small business lender

Top 10 wealth manager

Consumer Banking

Competitive advantage in cross-sell

Most #1 rankings in customer satisfaction

among U.S. Banks

Middle Market Commercial

Leading relationship bank in the West

#1 in Southeast

Insurance

Largest Bank-owned Insurance Brokerage

Nation's largest distributor of annuities

Trade Finance / Global Payments

Deep relationships with U.S. exporters

and leading position in global remittance

World-class international correspondent

banking network

Treasury Services

#1 cash management provider in market

Leading cash management provider on

East coast

Mutual Funds

$151.3 billion in AUM

$107.1 billion in AUM

Pro Forma Financial Review

11

Balance sheet adjustments

($42)

$270

Total Consumer

Estimated Lifetime Losses & 

($24)

$228

Total Commercial

(3)

60

Foreign / Leasing

(12)

46

Total CRE

$ billions

($74)

Total

($8)

Other Marks

($65)

$498 ²

Total Loans

(3)

88

Other Consumer

(7)

60

Home Equity

($32)

$122

Pick-A-Pay

($9)

$123

Commercial

Market Value Adjustments¹

Balance

6/30/2008

¹

To be included in purchase accounting or post acquisition financial results over time

²

Balances as of June 30  , 2008, before unearned income ($10 billion)

th

12

Capital

$

billions

6/30/2008

Estimated 12/31/08 pro forma

Wells Fargo

Wells Fargo

Assets (regulatory)

Total assets

$609

$1,371

Tangible assets

595

1,342

Risk-weighted assets

516

1,094

Average assets for leverage ratio

577

1,342

Capital (regulatory)

Tangibile common equity

$33

$50

Tier 1 capital

44

82

Total capital

60

121

Capital ratios

TCE/TA (regulatory)

5.6%

3.7%

Leverage

7.4

6.1

Tier 1 capital

8.2

7.5

Total capital

11.2

11.1

Note: Reflects $20 billion capital raise.  24-month extension of deferred tax asset exclusion limits pending final regulatory approval

13

P&L Impact

Cost Savings

Approximately $5 billion annually, or approximately 10% of

combined 2008 non-interest expense

Majority of cost synergies achievable by end of 2010

Disciplined approach to banking store integration

Merger Costs

Estimated transaction-related costs of approximately $10 billion

EPS Impact

Expect majority of credit costs related to legacy portfolio to be

incurred in the next two years, and the transaction to add

meaningfully to EPS thereafter

14

Conclusion

Strategic Fit

Greatly enhances retail banking platform in attractive markets

Combined deposits of $787 billion ($713 billion U.S. deposits)

and 6,675 banking stores

Increases market share in existing fast-growing markets

#1 in 9 of top 10 key states

Expands footprint into attractive new markets –

Miami to New

York City

Successful, experienced acquiror: 280 transactions over past 20 years,

including Wells Fargo / Norwest merger

Increases scale of wholesale banking platform

Extends product capabilities

Combination with Wachovia creates the premier

Coast-to-Coast financial services franchise

Appendix

16

#1 Rank in 10 of Top 20 MSAs

Concentration in fast-growing MSAs

Source: SNL Financial

Note: Deposit data as of June 30, 2007, pro forma for acquisitions; excludes deposits greater than $500mm in a single store

Top 20 MSAs in the United States Ranked by Deposit Size ($bn)

Deposits

Deposit growth

Pro forma Wells Fargo

2007

2002-2007 CAGR

Rank

Market share

($bn)

(%)

Presence

#

(%)

1

New York

$462

5.1%

5

6.1%

2

Los Angeles

258

6.9

1

16.8

3

Chicago

193

5.2

8

0.7

4

Miami

122

7.3

1

19.1

5

Philadelphia

108

5.4

1

15.1

6

San Francisco

107

4.7

1

28.3

7

Boston

92

2.3

NM

0.0

8

Washington

90

6.4

2

12.7

9

Dallas

77

8.1

3

12.3

10

Atlanta

75

9.4

1

20.6

11

Houston

73

7.6

2

16.5

12

Detroit

64

3.4

NM

0.0

13

Seattle

51

7.2

4

8.6

14

Phoenix

46

10.1

1

24.5

15

St Louis

46

3.9

NM

0.0

16

San Diego

45

7.1

1

22.8

17

San Jose

45

5.2

1

30.0

18

Pittsburgh

45

3.5

NM

0.0

19

Minneapolis

43

5.3

1

24.3

20

Tampa

40

6.1

1

20.3