FORM OF UNDERWRITING AGREEMENT WACHOVIA CORPORATION [ %] [[Senior] [Subordinated]] [Notes] [Warrants] Due , Underwriting Agreement

Exhibit(1)(a)

FORM OF UNDERWRITING AGREEMENT

WACHOVIA CORPORATION

$                    

[        %] [[Senior] [Subordinated]] [Notes] [Warrants]

Due                          ,        

Underwriting Agreement

                         ,         

To the [Representative[s] named in Schedule I hereto of] the Underwriters named in Schedule [II] hereto

Ladies and Gentlemen:

Wachovia Corporation (“Wachovia”), a North Carolina corporation, proposes to sell to the underwriters named in Schedule [II] hereto (the “Underwriters”), [for whom you are acting as representative[s] (the “Representative[s]”)], its designated [notes] [warrants] named in Schedule I hereto (the “Securities”), in the [aggregate principal amount] [aggregate maximum offering price] set forth in such Schedule I. The Securities will be issued under the [indenture] [warrant indenture] [warrant agreement] referenced in Schedule I hereto (the “[Indenture] [Warrant Agreement]”), between Wachovia and the [trustee] [warrant agent] named in Schedule I (the “[Trustee] [Warrant Agent]”).

1. Representations and Warranties. Wachovia represents and warrants to, and agrees with, each Underwriter that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) (File No. 333-        ) on Form S-3 (the “registration statement”), including a prospectus which, as supplemented, shall be used in connection with the sale of the Securities, has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof, in the form heretofore delivered to the [Underwriter] [Representative[s]]. Pursuant to Rule 462(e) of the Act, the registration statement, and any post-effective amendment thereto, became effective upon filing. (The registration statement, as amended to the date of this Agreement, is hereinafter referred to as the “Registration Statement”; such prospectus (which shall be in the form in which it has been most recently filed, or transmitted for filing, with the Commission on or before the date of this Agreement, as the same is proposed to be added to or changed), as supplemented by a prospectus supplement [, product supplement] [and a pricing supplement] relating to the Securities, filed or transmitted for filing with the Commission pursuant to Rule 424 under the Act and used in connection with the sale of the Securities, is hereinafter referred to as the “Prospectus”; such prospectus

supplement [, product supplement] [and pricing supplement] [is – are] hereinafter referred to [collectively] as the “Prospectus Supplement”; and any preliminary prospectus (including any preliminary prospectus supplement or preliminary pricing supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”). Any reference herein to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act deemed to be incorporated therein by reference after the date of this Agreement. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of Wachovia filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. Any reference to the “Prospectus as amended or supplemented” shall be deemed to refer to and include the Prospectus as amended or supplemented (including by the applicable Prospectus Supplement and any other prospectus supplement, product supplement or pricing supplement specifically referred to in such Prospectus Supplement) in relation to the Securities to be sold pursuant to Rule 424(b) under the Act and in accordance with Section 5(a), including any documents incorporated by reference therein as of the date of such filing.

(b) The Registration Statement, at the time it became effective, and any amendments thereof filed prior to the date hereof, as of their respective effective dates, conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations of the Commission thereunder; the Registration Statement and the Prospectus, as of the date of the most recent Prospectus Supplement, and any amendments thereof and supplements thereto, as of their respective effective or issue dates, will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder, and no such document, as of such respective dates and, in the case of the Prospectus and any amendments thereof or supplements thereto, as of the Closing Date (as hereinafter defined), included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, provided that Wachovia makes no representations or warranties as to (i) the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the [Trustee] [trustee set forth thereon] or (ii) the information contained in or omitted from the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to Wachovia by or on behalf of any Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment thereof or supplement thereto; and provided further, Wachovia makes no representations or warranties with respect to the Trust Indenture Act if the warrants are issued under a Warrant Agreement.

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(c) No stop order suspending the effectiveness of such Registration Statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by Wachovia.

(d) No order preventing or suspending the use of any Preliminary Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities (an “Issuer Free Writing Prospectus”) has been issued by the Commission

(e) Each Issuer Free Writing Prospectus, if any, will not conflict with the information contained in the Registration Statement or the Prospectus as amended or supplemented and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements herein, in the light of the circumstances under which they were made, not misleading; provided that the aforementioned representation does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to Wachovia by or on behalf of an Underwriter expressly for use in connection with the preparation of an Issuer Free Writing Prospectus.

(f) The documents incorporated by reference in the Prospectus as amended or supplemented, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act and the regulations thereunder (the “Act Regulations”) or the Exchange Act and the regulations thereunder (the “Exchange Act Regulations”), as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and for so long as the delivery of a prospectus is required in connection with the offering and sale of Securities (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act), any further documents so filed and incorporated by reference in the Prospectus, or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act and the Act Regulations or the Exchange Act and the Exchange Act Regulations, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply

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to any statements in or omissions from such documents made in reliance upon and in conformity with information furnished to Wachovia in writing by or on behalf of an Underwriter expressly for or in connection with the preparation of the Prospectus as amended or supplemented relating to a particular issuance of Securities.

(g)(I) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time Wachovia or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, Wachovia was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (II) at the earliest time after the filing of the Registration Statement that Wachovia or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act.

(h) Wachovia has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has all power and authority (corporate and other) necessary to own or hold its material properties and to conduct its business substantially in the manner in which it presently conducts such business.

(i) The Securities have been duly authorized, and, when issued, delivered and paid for pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of Wachovia [entitled to the benefits provided by the Indenture]; the [Indenture] [Warrant Agreement] has been duly authorized [and, at the Closing Date (as defined in Section 3 hereof), the Indenture will be duly qualified under the Trust Indenture Act] and will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the [Indenture] [Warrant Agreement] conform in all material respects to the descriptions thereof in the Prospectus.

(j) Wachovia has all corporate power and authority necessary to execute and deliver this Agreement, the [Indenture] [Warrant Agreement] and the Securities and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement, the [Indenture] [Warrant Agreement] and the Securities by Wachovia and compliance with the provisions hereof and thereof by Wachovia will not constitute a breach of or default under,

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the corporate charter or by-laws of Wachovia, or any material agreement, indenture or other instrument relating to indebtedness for money borrowed to which Wachovia is a party, or, to the best of Wachovia’s knowledge, any law, order, rule, regulation or decree of any court, governmental agency or authority located in the United States having jurisdiction over Wachovia or any property of Wachovia, which breach or default would be reasonably likely to have a material adverse effect on Wachovia and its subsidiaries taken as a whole; and, no consent, authorization or order of, or filing or registration with, any court or governmental agency or authority is required for the execution, delivery and performance of this Agreement, the [Indenture] [Warrant Agreement] and the Securities by Wachovia except such as have been made or obtained or will be made or obtained on or before the Closing Date (as defined in Section 3) and except such as may be required under applicable state securities or “blue sky” laws.

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Wachovia agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from Wachovia, at the purchase price set forth in Schedule I hereto, the [principal amount] [maximum offering price] of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the Securities shall be made at the office, on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and Wachovia (such date and time of delivery of and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the [Underwriter] [Representative[s]] for the respective accounts of the [several] Underwriter[s] against payment by the [several] Underwriter[s] [through the Representatives] of the purchase price thereof to or upon the order of Wachovia in the manner and type of funds specified in Schedule I. Certificates for the Securities shall be registered in such names and in such denominations as the [Underwriter] [Representative[s]] may request not less than one full business day in advance of the Closing Date.

Wachovia agrees, as may be requested by the [Underwriter] [Representative[s]], to have the Securities available for inspection, checking and packaging in New York, New York, on the business day prior to the Closing Date.

4. Offering by Underwriters. It is understood that the [several] Underwriters propose[s] to offer the Securities for sale as set forth in the Prospectus.

5. Agreements. Wachovia agrees with the [several] Underwriter[s] that:

(a) Wachovia will cause the Prospectus to be filed, or transmitted for filing, with the Commission pursuant to Rule 424 under the Act and will promptly advise the [Underwriter] [Representative[s]] when the Prospectus has been so filed or transmitted for filing, and, for so long as the delivery of a prospectus (or in lieu thereof, the

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notice referred to in Rule 173(a) under the Act) is required in connection with the offering or the sale of the Securities, prior to the termination of the offering of the Securities to which such Prospectus relates, will promptly advise the [Underwriter] [Representative[s]] (i) when any amendment to the Registration Statement has become effective or any further supplement to the Prospectus has been so filed or transmitted for filing, (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect to the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act relating to the Securities or the institution or threatening of any proceeding for that purpose, and (iv) of the receipt by Wachovia of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Wachovia will use its reasonable best efforts to prevent the issuance of any such stop order or any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities and, if issued, to obtain as soon as reasonably possible the withdrawal thereof. For so long as a prospectus relating to the Securities is required to be delivered under the Act, Wachovia will not file or transmit for filing any amendment to the Registration Statement or supplement to the Prospectus which relates to the Securities unless Wachovia has furnished you or counsel for the Underwriters a copy for your review prior to filing or transmission for filing.

(b) Filing of Other Materials. Wachovia will file promptly all material required to be filed by Wachovia with the Commission pursuant to Rule 433(d) under the Act.

(c) Filing of Exchange Act Reports. Wachovia will file promptly all reports and any definitive proxy or information statements required to be filed by Wachovia with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities.

(d) Filing of Prospectus under Rule 430B(h). If required by Rule 430B(h) under the Act, Wachovia will prepare a form of prospectus in a form agreed to by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus if the [Underwriter] [Representative[s]] disapprove[s] of that amendment or supplement promptly after they are given reasonable notice thereof.

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(e) Filing of New Automatic Shelf Registration Statement. If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriter[s], Wachovia will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Underwriter[s]. If at the Renewal Deadline Wachovia is no longer eligible to file an automatic shelf registration statement, Wachovia will, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Underwriters, and will use its commercially reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. Wachovia will take all other actions reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(f) If, at any time when a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus in connection with the sale of the Securities to comply with the Act or the rules and regulations of the Commission thereunder, promptly after becoming aware thereof, Wachovia will notify the [Underwriter] [Representative[s]] or counsel for the Underwriter[s] and, upon their or its reasonable request, prepare and file or transmit for filing with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance.

(g) Wachovia will make generally available to its security holders and to the [Underwriter] [Representative[s]] as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of Wachovia during which the filing, or transmission for filing, of the Prospectus pursuant to Rule 424 under the Act occurs (except not later than 90 days after the end of such period if such quarter is the last fiscal quarter), an earnings statement (which need not be audited) of Wachovia and its subsidiaries, covering such 12-month period, which will satisfy the provisions of Section 11(a) of the Act.

(h) Wachovia will use its reasonable best efforts to furnish in New York City to each of the Underwriters prior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Agreement and from time to time, as many copies of the Prospectus, each related Preliminary Prospectus and all amendments of and supplements to such documents as may be reasonably requested; provided that such request, including the delivery location for such request, including the delivery location for such copies of the Prospectus, is provided by the Underwriter[s] in a timely fashion.

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(i) Wachovia will pay all expenses incident to the performance of its obligations under this Agreement, and will pay the expenses of printing and filing all documents relating to the offering, within the time required by Rule 456(b)(1) under the Act and otherwise in accordance with Rules 456(b) and 457(r) under the Act, and mailing and delivering such to Underwriters and dealers, any filing fee incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities, all expenses in connection with the qualification of the Securities for offering and sale under state securities laws (including the fees and disbursements of counsel to the Underwriter[s]) in connection with such qualification and the preparation of the Blue Sky and legal investment surveys), any taxes payable in connection with the sale and delivery of the Securities by Wachovia to the Underwriter[s], and any fees charged for rating the Securities.

(j) Wachovia will use its reasonable best efforts to arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the [Underwriter] [Representative[s]] may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities; provided that Wachovia shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

(k) During the period beginning from the date of this Agreement and continuing until the Closing Date or such other period as may be agreed to by Wachovia and set forth in Schedule I hereto relating to the Securities, Wachovia will not offer, sell, contract to sell or otherwise dispose of any of its [debt securities] [warrants] which mature more than one year after the Closing Date and which are substantially similar to the Securities without the prior consent of the Representatives.

(l) Use of Proceeds. Wachovia will use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Prospectus as amended or supplemented under the caption “Use of Proceeds”.

6. Covenants Regarding Free Writing Prospectuses.

(a)(i) Wachovia and [each] Underwriter agree that the Underwriter[s] may prepare and use one or more preliminary or final term sheets relating to the Securities containing customary information;

(ii) [Each] Underwriter represents that, other than as permitted under subparagraph (a)(i) above, it has not made and will not make any offer relating to the Securities that would constitute a “free writing

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prospectus” as defined in Rule 405 under the Act without the prior consent of Wachovia and that, with respect to any issue of Securities to be sold pursuant to this Agreement, Schedule III to the Agreement includes a complete list of any free writing prospectuses for which the Underwriter[s] have received such consent;

(iii) Wachovia represents and agrees that, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the [Underwriter] [Representative[s]] and that, with respect to any issue of Securities to be sold pursuant to this Agreement, Schedule III to the Agreement includes a complete list of any free writing prospectuses for which Wachovia has received such consent;

(b) Wachovia has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

(c) Wachovia agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, Wachovia will give prompt notice thereof to the Underwriter[s] and, if requested by the Underwriter[s], will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that the representations and warranties in this subsection shall not apply to any statements in or omissions from an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to Wachovia in writing by or on behalf of an Underwriter expressly for use in connection with the preparation of such Issuer Free Writing Prospectus.

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriter[s] to purchase the Securities shall be subject to the accuracy in all material respects of the representations and warranties on the part of Wachovia contained herein as of the date hereof and the Closing Date, to the accuracy in all material respects of the statements of Wachovia made in any certificates pursuant to the provisions hereof, to the performance in all material respects by Wachovia of its obligations hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have

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been instituted and be pending or have been threatened as of the Closing Date; and all requests for additional information on the part of the Commission shall have been complied with.

(b) Wachovia shall have furnished to the Representatives a certificate, dated the Closing Date, of Wachovia, signed by the principal financial or accounting officer of Wachovia, to the effect that, to the best of his knowledge after reasonable investigation:

(i) The representations and warranties of Wachovia in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and Wachovia has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, in all material respects;

(ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or have been threatened as of such date;

(iii) Since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change in the financial position, results of operations, cash flows or prospects relating thereto of Wachovia and its subsidiaries consolidated, except as set forth in or contemplated by the Prospectus; and

(iv) Since the date of this Agreement, (A) no downgrading has occurred in the rating accorded Wachovia’s unsecured debt securities, warrants or preferred stock as described in Section 7(h)(i) and (B) no announcement has been made with respect to any rating accorded Wachovia’s unsecured debt securities, warrants or preferred stock as described in Section 7(h)(ii).

(c) After the date of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting the financial position, long-term debt, stockholders’ equity or results of operations of Wachovia and its consolidated subsidiaries which the [Underwriter] [Representative[s] conclude, after consultation with Wachovia, in the judgment of the [Underwriter] [Representative[s]] is so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities as contemplated by the Prospectus.

(d) Wachovia shall have furnished to the [Underwriter] [Representative[s]] such further information, certificates and documents as they may reasonably request prior to the Closing Date.

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(e) After the date of this Agreement, (i) no downgrading shall have occurred in the rating accorded Wachovia’s unsecured debt securities or preferred stock by Standard & Poor’s Ratings Group or by Xxxxx’x Investors Service, Inc. and (ii) neither such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of Wachovia’s unsecured debt securities or preferred stock.

(f) Filings under the Act. With respect to any Securities sold pursuant to this Agreement, (i) the Prospectus as amended or supplemented with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; (ii) any material required to be filed by Wachovia pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; (iii) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; (iv) no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission, and (v) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriters.

If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the [Underwriter] [Representative[s]] and [their] [its]counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the [Underwriter] [Representative[s]]. Notice of such cancellation shall be given to Wachovia in writing or by telephone or telegraph confirmed in writing.

8. Indemnification and Contribution. (a) Wachovia agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement or in any amendment thereof filed prior to the date hereof, or in the Registration Statement or the Prospectus, or the Prospectus as amended or supplemented, or in any Preliminary Prospectus, or any Issuer Free Writing Prospectus or any “issuer information” filed or

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required to be filed pursuant to Rule 433(d) under the Act or arise out of or are based upon 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, and agrees to reimburse each such indemnified party for 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 (i) Wachovia will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Wachovia by or on behalf of any Underwriter [through the Representative[s]] specifically for use in the Prospectus, or the Prospectus as amended or supplemented, or in any Preliminary Prospectus, or any Issuer Free Writing Prospectus, or of the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the [Trustee] [trustee set forth thereon], and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which Wachovia may otherwise have.

(b) Each Underwriter severally agrees to indemnify and hold harmless Wachovia, each of its directors, each of its officers who signs the Registration Statement, and each person who controls Wachovia within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from Wachovia to each Underwriter, but only with reference to written information furnished to Wachovia by or on behalf of such Underwriter [through the Representative[s]] specifically for use in the Registration Statement, or the Prospectus, or the Prospectus as amended or supplemented, or any Preliminary Prospectus or any Issuer Free Writing Prospectus. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under Section 8(a) or (b) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under Section 8(a) or (b). In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the

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indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under Section 8(a) or (b) for any legal or other expenses subsequently incurred by such indemnified party (other than reasonable costs of investigation) in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate national counsel, approved by the [Underwriter][Representative[s]], representing the indemnified parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by Wachovia on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Wachovia on the one hand and the Underwriter[s] of the Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The

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relative benefits received by Wachovia on the one hand and such Underwriter[s] on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by Wachovia bear to the total underwriting discounts and commissions received by such Underwriter[s]. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Wachovia on the one hand or such Underwriter(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Wachovia and the Underwriter[s] agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriter[s] were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriter[s] of Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to the Securities and not joint.

9. Termination. This Agreement shall be subject to termination in the absolute discretion of the [Underwriter][Representative[s]], by notice given to Wachovia prior to delivery of and payment for the Securities, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iii) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the [Underwriter][Representative[s]], impracticable or inadvisable to proceed with the public offering or the delivery of the Securities as contemplated by the Prospectus.

10. Substituted Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not

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more than one-tenth of the aggregate number of the Securities to be purchased on the Closing Date, the other Underwriters shall be obligated severally in the proportions that the number of Securities set forth opposite their respective names in Schedule II bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Underwriters may agree, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase pursuant to Section 2 above be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Underwriters and Wachovia for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Wachovia. In such case either the Underwriters or Wachovia shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

11. Certain Liabilities Upon Termination. If this Agreement shall be terminated pursuant to Section 10 hereof, Wachovia shall not then be under any liability to any Underwriter except as provided in Sections 5(i) and 8 hereof; but, if for any other reason, any Securities are not delivered by or on behalf of Wachovia as provided herein, Wachovia will reimburse the Underwriter[s] through you for all reasonable out-of-pocket expenses approved in writing by you, including reasonable fees and disbursements of counsel, reasonably incurred by the Underwriter[s] in making preparations for the purchase, sale and delivery of the Securities not so delivered, but Wachovia shall then be under no further liability to any Underwriter in respect of the Securities not so delivered except as provided in Sections 5(i) and 8 hereof.

12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of Wachovia or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or Wachovia or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(i), 8, 10, 13, 14 and 15 hereof shall survive the termination or cancellation of this Agreement.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto (including any Underwriter [or Underwriters] added pursuant to Section 10 hereof) and their respective successors, heirs, executors, administrators and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

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14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

15. Counterparts; Notices. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

All notices hereunder shall be in writing or by telegram if promptly confirmed in writing, and if to the Underwriters shall be sufficient in all respects if delivered or sent by registered mail to the address of the Representatives as set forth in Schedule I hereto; and if to Wachovia shall be sufficient in all respects if delivered or sent by registered mail to the address of Wachovia set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8 (c) hereof shall be delivered or sent by registered mail to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to Wachovia by the [Underwriter] [Representative[s]] upon request.

16. Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Wachovia and the Underwriters, or any of them, with respect to the subject matter hereof.

17. U.S. Federal and State Income Tax Treatment. Notwithstanding anything herein to the contrary, Wachovia is authorized to disclose to any persons the U.S. Federal and State income tax treatment and tax structure of any potential transaction under this Agreement and all materials of any kind (including tax opinions and other tax analyses) provided to Wachovia relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

18. Action by Underwriters. Any action under this Agreement taken by the Underwriter[s] [jointly] or by the firm signing below on behalf of you as the Representative[s] will be binding upon all the Underwriter[s].

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia and the Underwriters.

Very truly yours,

WACHOVIA CORPORATION

Name:

Title:

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

By:		[Wachovia Capital Markets LLC]
[On behalf of the Underwriters set forth in Schedule II]
By:
Name:
Title:

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[SCHEDULE I – NOTES]

DESCRIPTION OF THE NOTES
1.		Specified Currency and Principal Amount:
2.		Indenture and Trustee:
3.		Closing Date:
4.		Stated Maturity Date:
5.		Issue Price:
6.		(a)    Authorized Denomination(s):
		(b)    Redenomination (Yes/No):            [If yes, give details]
7.		(a)    Series Number:
		(b)    If forming part of an existing Series (Yes/No):            [lf yes, give details]
8.		Interest Period:
				¨		One Month
				¨		Three Months
				¨		Six Months
				¨		Twelve Months
				¨		Other (Specify Number of Months):
9.		Interest Payment Date(s):
10.		Record Dates (for Notes with Maturities Greater than One Year):
11.		Exchange Rate Agent (Dual Currency Notes):
12.		Default Rate (if other than Interest Rate):             % per annum
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
FIXED RATE NOTES
13.		Interest Rate:             % per annum
14.		Day Count Convention:

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				¨		30/360 for the period from              to
				¨		Actual/360 for the period from              to
				¨		Actual/Actual (ISMA) for the period from              to
				¨		Other (specify convention and applicable period):
FLOATING RATE NOTES
15.		Interest Rate Determination:
				¨		ISDA Rate
				¨		Reference Rate Determination
16.		Calculation Agent, if not Wachovia Bank, National Association:
17.		Maximum Interest Rate:             % per annum
18.		Minimum Interest Rate:             % per annum
19.		Day Count Convention:
				¨		30/360 for the period from              to
				¨		Actual/360 for the period from              to
				¨		Actual/Actual (ISMA) for the period from              to
				¨		Other (specify convention and applicable period):
20.		Business Day Convention:
				¨		Floating Rate Convention
				¨		Following Business Day Convention
				¨		Modified Following Business Day Convention
				¨		Preceding Business Day Convention
				¨		Other (specify):
ISDA RATE
21.		Margin:             [+/-]             % per annum
22.		Floating Rate Option:

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23.		Designated Maturity:
24.		Reset Date:
REFERENCE RATE DETERMINATION
25.		Initial Interest Rate:
26.		Index Maturity:
27.		Interest Rate Basis or Bases:
		If CMT Rate:		¨		Designated CMT Reuters Page:
				¨		Designated CMT Maturity Index:
		If LIBOR:		¨		LIBOR01 Reuters
				¨		LIBO Reuters
		If EURIBOR:		¨		EURIBOR Reuters
28.		Index Currency:
29.		Spread:		[+/-]		% per annum
30.		Spread Multiplier:
31.		Initial Interest Reset Date:
32.		Interest Reset Period:
33.		Interest Reset Dates:
34.		Interest Calculation:
		¨		Regular Floating Rate Note
		¨		Floating Rate/Fixed Rate Note
				Fixed Rate Commencement Date:             % per annum
				Fixed interest Rate:
		¨		Inverse Floating Rate Note:             % per annum
				Fixed interest Rate:
PROVISIONS REGARDING REDEMPTION/REPAYMENT

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35.		Initial Redemption Date:
36.		Initial Redemption Percentage:
37.		Annual Redemption Percentage Reduction:
38.		Holder’s Optional Repayment Date(s):
DISCOUNT NOTES (INCLUDING ZERO COUPON NOTES)
39.		Discount Note (Yes/No):
				If Yes: Total Amount of OID:
						Yield to Maturity:
						Initial Accrual Period:            %
						Issue Price:
INDEXED NOTES
40.		Index:
41.		Formula:
42.		Agent, if any, responsible for calculating the principal and/or interest payable:
43.		Provisions where calculation by reference to Index and/or Formula is impossible or impracticable:
DUAL CURRENCY NOTES
44.		Dual Currency Notes (Yes/No):
				If Yes: Face Amount:
						Face Amount Currency:
						Optional Payment Currency:
						Option Election Dates: [give details]
45.		Designated Exchange Rate:
46.		Option Value Calculation Agent:
47.		Agent, if any, responsible for calculating the principal and/or interest payable:

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INSTALLMENT NOTES
48.		Additional provisions relating to Installment Notes:
PARTLY PAID NOTES
49.		Additional provisions relating to Partly Paid Notes:
GENERAL PROVISIONS
50.		Additional or different Paying Agents:
51.		Additional or different Registrars:
52.		Additional or different London Issuing Agents:
53.		Additional or different Transfer Agents:
54.		“Business Day” definition (if other than as defined in the Prospectus):
55.		Additional selling restrictions: [give details]
56.		Restricted Period under Section 5(k) of Underwriting Agreement (if other than through Closing Date):
57.		CUSIP:
		ISIN:
		Common Code:
		Other (specify):
58.		Details of additional/alternative clearance system approved by the Company:
59.		Notes to be listed (Yes/No):
				If Yes, stock exchange(s):
60.		Clearance System(s):
				¨		DTC only
				¨		Euroclear and Clearstream only
				¨		DTC, and Euroclear and Clearstream through DTC
				¨		DTC, Euroclear and Clearstream

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		¨		Other:
61.		Name(s) of Representative(s) and address(es) for notices:
62.		Other terms or special conditions:
63.		Tax considerations:
64.		Discount or Commission per Note:

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[SCHEDULE I – WARRANTS]

DESCRIPTION OF THE WARRANTS
1.		Specified Currency and Aggregate Maximum Offering Price:
2.		Warrant [Indenture] [Agreement] and [Trustee] [Warrant Agent]:
3.		Number of Warrants Issued:
4.		Maximum Offering Price:
5.		Issue Price:
6.		Closing Date:
7.		Stated Expiration Date:
8.		(a) Authorized Denomination(s):
		(b) Redenomination (Yes/No):              [If yes, give details]
9.		(a) Series Number:
		(b) If forming part of an existing Series (Yes/No):            [lf yes, give details]
10.		Type of Warrant:
		¨		Put Warrant
		¨		Call Warrant
		¨		Spread Warrant
11.		Record Date:
PROVISIONS REGARDING EXERCISE
12.		Exercise Price:
13.		Exercise Date(s):
14.		Initial Exercise Date:
15.		Exercisable at the option of:
		¨		Issuer
		¨		Holder

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				¨		Automatic Exercise: [give details]
16.		Minimum number of Warrants exercisable (other than by automatic exercise):
17.		Maximum number of Warrants exercisable on any day (specify by one or all holders):
18.		Additional terms, conditions or restrictions regarding exercise:
WARRANT PROPERTY
19.		Basket (yes/no):
20.		Warrant Property:
				¨		Security (specify):
				¨		Index (specify):
				¨		Currency (specify):
				¨		Commodity (specify):
				¨		Other (specify):
21.		Formula:
22.		Form of settlement of exercise:
				¨		Warrant Property
				¨		Cash
23.		Agent, if any, responsible for calculating the warrant property payable/salable upon exercise:
24.		Provisions where calculation by reference to Index and/or Formula is impossible or impracticable:
PROVISIONS REGARDING CANCELLATION
25.		Cancellable by Issuer before Expiration (Yes/No):
				If Yes: Circumstances of Cancellation:
						Cancellation Amount:
						Cancellation Dates:

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GENERAL PROVISIONS
26.		Additional or different Paying Agents:
27.		Additional or different Registrars:
28.		Additional or different London Issuing Agents:
29.		Additional or different Transfer Agents:
30.		“Business Day” definition (if other than as defined in the Prospectus):
31.		Additional selling restrictions: [give details]
32.		Restricted Period under Section 5(k) of Underwriting Agreement (if other than through Closing Date):
33.		CUSIP:
		ISIN:
		Common Code:
		Other (specify):
34.		Details of additional/alternative clearance system approved by the Company:
35.		Warrants to be listed (Yes/No):
				If Yes, stock exchange(s):
36.		Clearance System(s):
				¨		DTC only
				¨		Euroclear and Clearstream only
				¨		DTC, and Euroclear and Clearstream through DTC
				¨		DTC, Euroclear and Clearstream
				¨		Other:
37.		Name(s) of Representative(s) and address(es) for notices:
38.		Other terms or special conditions:
39.		Tax considerations:
40.		Discount or Commission per Warrant:

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SCHEDULE II

Underwriters		[Principal Amount] [Maximum Offering Price] of Securities to be Purchased
[Underwriter names]		$
Total		$

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SCHEDULE III

(a) Issuer Free Writing Prospectuses:

[                    ]

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