0000950168-03-000096 Sample Contracts

WACHOVIA PREFERRED FUNDING CORP.
Underwriting Agreement • January 13th, 2003 • Wachovia Preferred Funding Corp • Real estate investment trusts • New York

Wachovia Preferred Funding Holding Corp., a corporation organized under the laws of the State of California (“Holding”) and a wholly-owned subsidiary of Wachovia Bank, National Association (the “Bank”), proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters,” provided that if such underwriter and the Representative are one and the same person, then any reference to the term “Representative” shall be construed accordingly), for whom you are acting as Representative, 12,000,000 shares of 7.25% noncumulative exchangeable perpetual preferred securities, Series A (liquidation preference $25.00 per preferred security) (the “Securities”) of Wachovia Preferred Funding Corp., a corporation organized under the laws of the State of Delaware (the “Company”).

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