Contract
Exhibit (4)(c)
AMENDMENT, dated as of December 7, 2005 (this “Amendment”), to the Shareholder
Protection Rights Agreement, dated as of December 19, 2000, as amended (the “Rights
Agreement”), between Wachovia Corporation (formerly named First Union Corporation) (the
“Company”) and Wachovia Bank, National Association (formerly named First Union National
Bank) (the “Rights Agent”).
WITNESSETH:
WHEREAS, the Company desires to amend the Rights Agreement as set forth herein and to direct
the Rights Agent to execute this Amendment.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the
parties hereby agree as follows:
1. Amendment to Rights Agreement. Section 4.2(a) of the Rights Agreement shall not apply to
any sale of the Rights Agent’s shareholder services business to American Stock Transfer & Trust
Company, and the Rights Agent shall continue as Rights Agent following consummation of any such
sale.
2. Counterparts. This Amendment may be executed in counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same instrument.
3. Capitalized Terms. Capitalized terms used in this Amendment and not defined herein shall
have the meanings assigned thereto in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day
and year first above written.
WACHOVIA CORPORATION | ||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Senior Executive Vice President | |||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President |