FORM OF WARRANT AGREEMENT] dated as of , between WACHOVIA CORPORATION and [NAME OF WARRANT AGENT], as Warrant Agent [ ] Warrants Expiring ,Warrant Agreement • March 5th, 2007 • Wachovia Corp New • National commercial banks • New York
WHEREAS, the Company has entered into an Indenture, dated as of April 1, 1983, as amended by supplemental indentures dated as of May 17, 1986, July 1, 1988 and August 1, 1990 (the “Senior Indenture”), between the Company and The Bank of New York (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee, providing for the issuance from time to time of its unsecured senior debentures, notes or other evidences of indebtedness, and an Indenture, dated as of March 15, 1986, as amended by supplemental indentures dated as of August 1, 1990, November 15, 1992 and February 7, 1996 (the “Subordinated Indenture”, and together with the Senior Indenture, the “Indentures”), between the Company and The Bank of New York (as successor in interest to J.P. Morgan Trust Company, N.A.), as trustee (together with the trustee under the Senior Indenture, the “Trustees”), providing for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (t
FORM OF UNDERWRITING AGREEMENT WACHOVIA CORPORATION [ %] [[Senior] [Subordinated]] [Notes] [Warrants] Due , Underwriting AgreementUnderwriting Agreement • March 5th, 2007 • Wachovia Corp New • National commercial banks • New York
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]”).
