Medlin to step aside as CEO; Wachovia promotes Baker.

WINSTON-SALEM, N.C. - John G. Medlin Jr., one of the leading bankers of his generation, announced Friday he will give up the reins of Wachovia Corp. at the end of the year.

Mr. Medlin, 60, will turn over the chief executive post to Leslie M. "Bud" Baker, his chief lieutenant.

The announcement detailed the timing of a long-planned succession. Mr. Medlin had said he would retire before his 62d birthday, in 1995.

|We Have a Team Ready'

He will retain the chairman's title for up to two years, but he made clear that Mr. Baker will be calling the shots in the meantime.

"You can't have but one hand on the wheel," Mr. Medlin said in a telephone interview Friday. "We have a team ready to take over, and they've already been running the company."

News of the retirement had no impact on the stock of rock-solid Wachovia, the nation's 22nd-largest bank company. Wachovia's shares rose 12.5 cents Friday to $37.75 in late-afternoon trading.

Under Mr. Medlin, Wachovia has been consistently profitable and maintained a squeaky-clean loan portfolio. Analysts said they do not expect Mr. Baker, a 24-year Wachovia veteran, to stray from Mr. Medlin's conservative style.

"John Medlin has been perceived as the conscience of the banking industry, and Wachovia as a bastion of virtue," said Brent Erensel, senior banking analyst at UBS Securities Inc., New York. "Bud Baker is going to be a little bit more operationally hands-on and will make the franchise perform."

During Mr. Medlin's 17 years as chief executive, Wachovia has grown tenfold, to $35.3 billion in assets. But in recent years, Wachovia has been by-passed by North Carolina rivals NationsBank Corp. and First Union Corp., which have made acquisitions at a furious pace.

|An Incredible Record'

That has spurred some criticism that Mr. Medlin was too conservative for an era of rapid expansion.

Still, under Mr. Medlin, Wachovia's shareholders have enjoyed a whopping 17.1% compounded annual rate of return, and the company is widely regarded of one of the nation's best-run banks.

"It's an incredible record, and if we can maintain the record of Wachovia, I'll be able to look back and say that I've done something," said Mr. Baker, 51, who was made heir-apparent in January, when he was named president and chief operating officer. "I'm pretty sober today."

Mr. Medlin, who joined Wachovia in 1959, said he will split his time between four grandchildren, a stack of unread books, and bank duties, including legislative and regulatory issues and calling on Wachovia's blue-chip client list.

Mr. Baker said his biggest chore is managing regulatory change and increasing competition. "I'd be surprised if you see much change in [management] style," he said on Friday. "But all of our organizations are changing rapidly, and we're changing with it."

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