0001021408-02-014882 Sample Contracts

WACHOVIA CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, AS DEPOSITARY, AND THE HOLDERS FROM TIME TO TIME OF THE RECEIPTS EVIDENCING THE DEPOSITARY SHARES DESCRIBED HEREIN.
Deposit Agreement • December 5th, 2002 • Wachovia Corp New • National commercial banks • North Carolina

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series G, Class A Preferred Stock, liquidation preference $150.00 per share, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts by the Depositary evidencing Depositary Shares in respect of the Stock so deposited (capitalized terms used herein shall have the meaning assigned to them in Article I below).

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EXCHANGE AGREEMENT
Exchange Agreement • December 5th, 2002 • Wachovia Corp New • National commercial banks

THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into as of November 25, 2002, among WACHOVIA PREFERRED FUNDING CORP., a Delaware corporation (“WPFC”), WACHOVIA CORPORATION, a North Carolina corporation or successors and assigns (“Wachovia”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association or successors and assigns (“Wachovia Bank”), as depositary hereunder.

ASSIGNMENT AGREEMENT
Assignment Agreement • December 5th, 2002 • Wachovia Corp New • National commercial banks • North Carolina

This ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of November 25, 2002 (the “Effective Date”) by and between Wachovia Preferred Funding Holding Corp., a corporation organized under the laws of the State of California (“Participant”), and Wachovia Preferred Funding Corp., a corporation organized under the laws of the State of Delaware (“Assignee”).

LOAN PARTICIPATION AGREEMENT AND AGREEMENT FOR CONTRIBUTION
Loan Participation Agreement and Agreement for Contribution • December 5th, 2002 • Wachovia Corp New • National commercial banks • North Carolina

This LOAN PARTICIPATION AGREEMENT AND AGREEMENT FOR CONTRIBUTION (this “Agreement”), is made and entered into as of November 25, 2002 (the “Effective Date”), by and between Wachovia Bank, National Association, a national banking association (“Bank”), and Wachovia Preferred Funding Holding Corp., a corporation organized under the laws of the State of California (“Participant”).

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