DEPOSIT AGREEMENT among WACHOVIA CORPORATION, U.S. BANK NATIONAL ASSOCIATION as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 21, 2007Deposit Agreement • December 21st, 2007 • Wachovia Corp New • National commercial banks • New York
DEPOSIT AGREEMENT dated as of December 21, 2007, among (i) WACHOVIA CORPORATION, a North Carolina corporation, (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed under the laws of the United States, and (iii) the holders from time to time of the Receipts described herein.
Class A Preferred Stock, Series J, No Par Value Underwriting AgreementUnderwriting Agreement • December 21st, 2007 • Wachovia Corp New • National commercial banks • New York
Wachovia Corporation (the “Company”), a North Carolina corporation, proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative, an aggregate of 80,000,000 Depositary Shares (the “Firm Depositary Shares”), each such share representing ownership of 1/40th of a share of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J of the Company (the “Preferred Stock”) and, at the election of the Representative acting on behalf of the Underwriters, to issue and sell to the Underwriters up to an additional 12,000,000 Depositary Shares (the “Optional Depositary Shares”, and, together with the Firm Depositary Shares, the “Depositary Shares”), each such share representing ownership of 1/40th of a share of the Preferred Stock, solely to cover over-allotments. The Preferred Stock will, when issued, be deposited by the Company against delivery of Depositary Receipts (“Depositary Receipts”) to be issued by U.S. Bank, National
