WACHOVIA CORP NEW (Form: 8-K, Received: 12/20/2007 14:57:11)

Applicable Law

Successors and Assigns

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 19, 2007

Wachovia Corporation

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)


1-10000		56-0898180
(Commission File Number)		(IRS Employer Identification No.)


One Wachovia Center Charlotte, North Carolina		28288-0013
(Address of Principal Executive Offices)		(Zip Code)

(704) 374-6565

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry Into a Material Definitive Agreement.

Amendment to Elective Deferral Plan

On December 19, 2007, Wachovia Corporation (“Wachovia”) adopted an amendment and restatement of the Wachovia Corporation Elective Deferral Plan (the “Deferral Plan”). Certain executive officers of Wachovia are eligible to participate in the Deferral Plan and its purpose is to allow participants to defer receipt of portions of their salary and/or annual incentive payments into investment accounts.

The amendment and restatement to the Deferral Plan provides for (1) a change in the minimum percentage of base salary and incentive compensation that may be deferred by a participant during any plan year, (2) a make-up for any lost matching contribution opportunity under the Wachovia Savings Plan as a result of a participant’s deferrals during any plan year (up to the applicable company match limit), (3) a make-up for reduced employee and interest contributions under the Wachovia Pension Plan as a result of a participant’s deferrals during any plan year, (4) the addition of a five-year annual installment distribution election option, (5) and certain technical amendments in compliance with Internal Revenue Code Section 409A and implementing regulations (the “409A Rules”). This summary of the material terms of the amendment to the Deferral Plan is qualified in its entirety by reference to that amendment, a copy of which is filed as Exhibit (10)(a) to this Report and incorporated herein by reference.

Amendment to Savings Restoration Plan

On December 19, 2007, Wachovia adopted an amendment to the Wachovia Corporation Savings Restoration Plan (the “Savings Restoration Plan”). Certain executive officers of Wachovia participate in the Savings Restoration Plan and its purpose is to restore the benefits that are lost as a result of the contribution limitations imposed by the Internal Revenue Service on 401(k) plans, such as the Wachovia Savings Plan.

The amendment to the Savings Restoration Plan freezes new participation in, and any future deferrals of compensation under, that plan effective as of December 31, 2007. Existing participants’ deferral accounts will continue to reflect any gains or losses according to the applicable investments to which participants can choose to allocate the balances in their accounts. This summary of the material terms of the amendment to the Savings Restoration Plan is qualified in its entirety by reference to that amendment, a copy of which is filed as Exhibit (10)(b) to this Report and incorporated herein by reference.

Amendment to Legacy First Union Benefit Restoration Plan

On December 19, 2007, Wachovia adopted an amendment to the Legacy First Union Benefit Restoration Plan (the “Benefit Restoration Plan”). Certain executive officers of Wachovia participate in the Benefit Restoration Plan and its purpose is to restore benefits that were lost as a result of legal limits imposed by the Internal Revenue Service that applied to the Legacy First Union Corporation Pension Plan and Trust.

The amendment to the Benefit Restoration Plan freezes future benefit accruals under that plan effective as of December 31, 2007 and reflects the form of payment elections made by plan participants on or before December 31, 2006 for benefits payable in 2007 and later years in accordance with certain transition relief provided by the Internal Revenue Service for compliance with the 409A Rules. This summary of the material terms of the amendment to the Benefit Restoration Plan is qualified in its entirety by reference to that amendment, a copy of which is filed as Exhibit (10)(c) to this Report and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


(c)		Exhibits.

(10)(a)		Amended and Restated Wachovia Corporation Elective Deferral Plan (as amended and restated effective January 1, 2008)

(10)(b)		Amendment 2007-1 to the Wachovia Corporation Savings Restoration Plan (as amended and restated on January 1, 2002)

(10)(c)		Amendment 2007-1 to the Legacy First Union Corporation Benefit Restoration Plan (as amended and restated April 20, 1999)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WACHOVIA CORPORATION

Date: December 20, 2007	By:	/s/ Ross E. Jeffries, Jr.
	Name:	Ross E. Jeffries, Jr.
	Title:	Senior Vice President

Exhibit Index


Exhibit No.		Description
(10)(a)		Amended and Restated Wachovia Corporation Elective Deferral Plan (as amended and restated effective January 1, 2008)

(10)(b)		Amendment 2007-1 to the Wachovia Corporation Savings Restoration Plan (as amended and restated on January 1, 2002)

(10)(c)		Amendment 2007-1 to the Legacy First Union Corporation Benefit Restoration Plan (as amended and restated April 20, 1999)

Exhibit 10(a)

WACHOVIA CORPORATION

ELECTIVE DEFERRAL PLAN

(EFFECTIVE JULY 1, 1995)

As amended and restated effective January 1, 2008

Table of Contents


			Page
Section 1. Establishment and Purpose			1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Application of Plan	1
Section 2. Definitions			1
	2.1	Definitions	1
Section 3. Eligibility for Participation			6
	3.1	Eligibility	6
Section 4. Election to Defer			7
	4.1	Election to Participate	7
Section 5. Deferral Accounts			8
	5.1	Deferral Accounts	8
	5.2	Charge Against Accounts	9
	5.3	Statement of Accounts	9
	5.4	Acquired Deferral Accounts	9
Section 6. Benefits			10
	6.1	Retirement Benefit	10
	6.2	Disability	11
	6.3	Termination Benefit	11
	6.4	Survivor Benefits	12
	6.5	Withdrawal on Account of Unforeseeable Emergency	12
	6.6	Scheduled Distributions	14
	6.7	Small Benefit	14
	6.8	Withholding; Payroll Taxes	14
	6.9	No Acceleration of Payment	15
	6.10	Payment Delay for Key Employees	15
Section 7. Beneficiary Designation			16
	7.1	Beneficiary Designation	16
Section 8. Administration of the Plan			16
	8.1	Administration	16
	8.2	Authority	16
	8.3	Hold Harmless	17
	8.4	Rules of Administration	17
	8.5	Claims Procedures	17
Section 9. Nature of Company’s Obligation			19
	9.1	No Trust	19
	9.2	Nature of Participant’s Rights and Interests	20
Section 10. Miscellaneous			20
	10.1	Alienation of Benefits; Domestic Relations Orders	20
	10.2	No Employment Right	21
	10.3	Amendment or Termination	21
	10.4	Offset	22
	10.5	Protective Provisions	23
	10.6	Gender, Singular, and Plural	23
	10.7	Captions	23

Table of Contents

(continued)

WACHOVIA CORPORATION

Elective Deferral Plan

As amended and restated January 1, 2008

Section 1. Establishment and Purpose

1.1

Establishment. Wachovia Corporation (formerly named First Union Corporation) established, effective as of July 1, 1995, an unfunded deferred compensation plan for a select group of management and highly compensated Employees and their Beneficiaries as described herein, known as the “WACHOVIA CORPORATION ELECTIVE DEFERRAL PLAN” (the “Plan”).

1.2

Purpose. The purpose of the Plan is to provide a means whereby certain selected Employees may defer the receipt of compensation to provide for future income needs and to motivate such Employees to continue to make contributions to the profitable growth of the Company. The Plan shall function solely as a so-called “top hat” plan of deferred compensation subject to the provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time) applicable to such a plan.

1.3

Application of Plan. The terms of this Plan, as amended and restated, are applicable only to Eligible Employees who are in the employ of an Employer on or after July 1, 1995, and only with respect to amounts deferred under the Plan on and after January 1, 2005. The terms of the Plan, as in effect prior to this amended and restated Plan document, shall continue to apply to amounts deferred prior to January 1, 2005.

Section 2. Definitions

2.1

Definitions. Whenever used hereinafter, the following terms shall have the meaning set forth below:

“Affiliated Company” means (i) any corporation which is a member of the controlled group of corporations which includes the Company, as determined in accordance with the ownership rules of Code Section 1563, without regard, however, to subsections (a)(4) or (e)(3)(C) of such Section 1563, (ii) any entity

with which the Company would be considered a single employer under Code Section 414(c) and (iii) any other entity in which the Company has a significant equity interest or owns a substantial capital or profits interest.

“Base Salary” means a Participant’s fixed, basic, straight time, and regularly recurring wages and salary, any payment for overtime hours and holiday pay, but excluding (even if includible in gross income) all (i) bonus, long-term incentive awards, and other forms of incentive compensation, (ii) reimbursements or other expense allowances, (iii) moving expenses, (iv) welfare or fringe benefits (cash or non-cash), (v) deferred compensation, (vi) severance pay, and (vii) any other form of special compensation as designated by the Committee.

“Beneficiary” means the person or persons designated as such in accordance with Section 7.

“Board” means the board of directors of the Company.

“Change of Control” means a change in the control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)’ provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, possesses more than 50 percent of the total fair market value or total voting power of the stock of the Company, (ii) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 20 percent or more of the total voting power of the stock of the Company, or (iii) a majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereof, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

“Committee” means the Administrative Committee designated under Section 8.1.

“Company” means Wachovia Corporation and any successor that shall maintain this Plan.

“Compensation” means, for any date within a Plan Year, (1) the Participant’s Base Salary for the Plan Year, and (2) the Participant’s Incentive Award earned and accrued for such Plan Year before any reduction pursuant to the terms of this Plan.

“Death Valuation Date” means the Valuation date coincident with or next following a Participant’s date of death.

“Deferral Account” means the hypothetical account maintained by the Company for recordkeeping purposes with respect to a Participant’s deferrals pursuant to Section 5.1 Within each Deferral Account, separate sub-accounts (“Deferral Sub-Accounts”), shall be maintained to the extent necessary for the administration of the Plan for each different Plan Year deferral election, form of distribution election, or allocation elections among Investment Indexes.

“Disability” means any injury, illness or sickness incurred by a Participant which qualifies him or her for disability benefits under the Company’s Long-Term Disability Plan, as in effect from time to time (the “LTD Plan”).

“Displaced” means that the Participant incurred a Termination of Employment and has been designated as displaced at the time the Participant terminates employment with the Company.

“Election Form” means the election form which an Eligible Employee files with the Company to participate in the Plan each Plan Year.

“Eligible Employee” means an Employee who is eligible to participate as provided in Section 3.1, excluding:

(i)

any Employee who is not on a United States payroll;

(ii)

any individual classified as an independent contractor or consultant or as a temporary employee; or

(iii)

any individual who has ceased Employee status, whether by reason of Retirement or otherwise.

“Employee” means any person in the employ of the Company (or any other Affiliated Company), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

“Employer” means the Company and any Affiliated Company.

“Financial Hardship Distribution” means the benefit that is payable pursuant to Section 6.5 of the Plan.

“Incentive Award” means with respect to a Participant for any Plan Year the incentive award or commissions earned and accrued by the Participant pursuant to the terms of an incentive compensation plan of an Employer on account of services rendered to the Employer during the applicable Plan Year.

“Investment Indexes” means one or more mutual funds, investment return benchmarks, interest rate indexes or common trust funds designated as available under the Plan by the Committee from time to time.

“Matching Contribution” means the Company’s match of a Participant’s Compensation reduction amount as calculated in accordance with Section 4.1(c) of the Plan.

“MRCC” means the Management Resources and Compensation Committee of the Board or any successor Board committee to whom the Board delegates responsibility for establishing and administering the incentive compensation programs for the executive officers and other senior executives of the Company.

“Participant” means an Eligible Employee who has filed a completed and executed Election Form with the Committee and is participating in the Plan in accordance with the provisions of Section 4.

“Participating Employer” means the Company and any other Affiliated Company authorized by the Committee to participate in the Plan.

“Pension Contribution” means the lump sum amount credited by the Company on behalf of a Participant as calculated in accordance with Section 4.1(e) of the Plan in the event that the Participant’s pension benefit is reduced under the Pension Plan as a result of Compensation deferral under this Plan.

“Pension Plan” means the Wachovia Corporation Pension Plan, as amended from time to time.

aa.

“Plan” means the Wachovia Corporation Elective Deferral Plan, as amended from time to time.

bb.

“Plan Year” means the Plan’s accounting year of twelve months commencing on January 1 of each year and ending on the following December 31.

cc.

“Retirement” means the Participant’s Termination of Employment upon satisfaction of the eligibility requirements for retirement under the terms of the Pension Plan.

dd.

“Retirement Benefit” means benefits payable to a Participant when such Participant has satisfied all of the eligibility requirements for Retirement.

ee.

“Retirement Valuation Date” means the Valuation Date immediately prior to the date a Participant ceases to be an Employee on account of Retirement.

ff.

“Savings Plan” means the Wachovia Corporation Savings Plan, as amended from time to time.

gg.

“Scheduled Distribution” means a distribution of all or a portion of a Participant’s Deferral Account as elected by the Participant pursuant to Section 6.6.

hh.

“Survivor Benefit” means those Plan benefits that become payable upon the death of a Participant pursuant to the provisions of Section 6.4.

ii.

“Termination Benefit” means benefits payable to a Participant when such Participant has ceased to be an Employee pursuant to the provisions of Section 6.3.

jj.

“Termination of Employment” means the Participant’s termination of Employee status for any reason, including (without limitation) by reason of a voluntary termination or resignation, Retirement or death, and shall be determined in accordance with the applicable standards established pursuant to Code Section 409A and the Treasury Regulations thereunder.

kk.

“Termination Valuation Date” means the Valuation Date immediately prior to the date a Participant has a Termination of Employment.

ll.

“Valuation Date” means any day the United States financial markets are open for which a Participant’s Deferral Account is required to be valued for any purpose under the Plan.

Section 3. Eligibility for Participation

3.1

Eligibility. The Committee shall determine which Employees shall be eligible to participate in the Plan for a given Plan Year; provided, however, any such Employee must be a member of a select group of management or highly compensated employees. The Committee’s determination of eligibility for any given Plan Year does not guarantee eligibility in subsequent Plan Years. In the event any Employee is no longer designated as an active Participant eligible to make further deferrals under the Plan, such Employee shall become an inactive Participant and retain all other rights described under this Plan, until the Employee again becomes an active Participant.

Section 4. Election to Defer

4.1

Election to Participate. Any Eligible Employee may enroll in the Plan effective as of the first day of a Plan Year, by filing a completed and fully executed Election Form with the Committee prior to such date during enrollment periods established by the Committee. On such Election Form for each Plan Year, the Eligible Employee shall (i) irrevocably elect the amount of Compensation for such Plan Year to be deferred, and (ii) irrevocably elect the time and form of distribution in which the Deferral Sub-Account for such Plan Year shall be paid in accordance with Section 6.1. A Participant’s deferral election and election as to time and form of distribution shall automatically carry over to subsequent Plan Years (provided the Participant is deemed an Eligible Employee in such subsequent Plan Year) unless the Participant files a completed and fully executed Election Form with the Committee during the enrollment period for such Plan Year.

Deferral Election . An Eligible Employee may elect to defer a percentage of the Eligible Employee’s Compensation for the applicable Plan Year.

Maximum and Minimum Deferrals . The maximum amount of Compensation that may be deferred for all Plan Years shall be 75 percent of any Base Salary earned and accrued for such Plan Years, and 90 percent of any Incentive Awards earned and accrued for such Plan Years (less such amounts necessary to cover any applicable tax withholding or payroll deductions). The minimum deferral of Base Salary or Incentive Award for any Plan Year shall be 1%.

Matching Contribution . Each Participant who makes a deferral election pursuant to Section 4.1(a) and whose Compensation (after reduction for any salary deferral under Section 4.1(a)) is less than the applicable compensation limit under Code section 401(a)(17) shall be entitled to have a Matching Contribution made to such Participant’s Deferral Account, up to the matching limit for matching contributions under the Savings Plan for such Plan Year. The Matching Contribution for each Plan Year will be equal to the lesser of (i) such matching

limit under the Savings Plan, or (ii) the product of (1) the amount of Compensation the Participant elects to defer under the Plan, and (2) the matching rate as in effect under the Savings Plan. Matching Contributions shall be made on the last day of the Plan Year provided the Participant is an Employee on such date, and shall be invested as part of the Participant’s Deferral Account in accordance with Section 5.1 of the Plan in the same proportions and in the same Investment Indexes as the Participant’s Compensation reduction amount.

Additional Pension Contribution . Each Participant shall be entitled to receive an additional Pension Contribution to such Participant’s Deferral Account on the last day of the Plan Year provided the Participant is an Employee on such date if his or her pension benefits are reduced under the Pension Plan as a result of Compensation deferral under this Plan. The additional Pension Contribution shall be the lump sum amount equal to the excess of (1) the benefit that the Participant would be entitled to under the Pension Plan if his or her deferral of Compensation under the Plan had not reduced the benefits otherwise payable under the Pension Plan, over (2) the actual benefit to which the Participant is entitled under the Pension Plan, plus interest on such contributions credited at the rate provided under the Pension Plan as if the Pension Contribution had been directly credited under the Pension Plan.

A Matching Contribution and Pension Contribution shall be made on the last day of the Plan Year for any Participant who is Displaced or ceases to be an Employee on account of Retirement during the Plan Year and who would otherwise be eligible for such contributions.

Section 5. Deferral Accounts

5.1

Deferral Accounts. The Committee shall establish and maintain a separate Deferral Account for each Participant. The amount by which a Participant’s Compensation is reduced pursuant to Section 4.1 shall be credited by the Company to the Participant’s Deferral Account as of the date the amount of the compensation that is deferred otherwise would have been payable. The value of each Participant’s Deferral Account shall be adjusted each day the financial markets in the United States are open as follows:

Pursuant to the procedures established by the Committee, a Participant shall elect to have his Deferral Sub-Account for a given Plan Year allocated among Deferral Sub-Accounts to reflect the Participant’s selection of the Investment Indexes available under the Plan at that time, in 1 percent increments, up to 100 percent of the amount credited to such Deferral Sub-Account.

Such Deferral Sub-Account shall be credited or debited to reflect gains or losses (including dividends and capital gains and losses) as if the Deferral Sub-Account had been invested in an equivalent number of shares or units of the funds or investments referenced by the Investment Indexes available under the Plan from time to time, pursuant to the allocation elections made by the Participant h m time to time.

Pursuant to the procedures established by the Committee, a Participant may change the election with respect to the allocation of the Participant’s Deferral Sub-Accounts among the Investment Indexes available under the Plan from time to time. Unless the Participant indicates otherwise, any such reallocation election shall apply to all such Participant’s Deferral Sub-Accounts.

5.2

Charge Against Accounts. There shall be charged against each Participant’s Deferral Account any payments made to the Participant or Beneficiary in accordance with Section 6. In addition, the Committee may allocate a portion of any administrative expenses of the Plan to each Participant’s Deferral Account.

5.3

Statement of Accounts. The Committee shall submit to each participant, within a reasonable period of time after the close of each calendar quarter of a Plan Year, a statement of the balance in each such Participant’s Deferral Account as of the last Valuation Date of such quarter, in such form as the Committee deems appropriate.

5.4

Acquired Deferral Accounts. In addition to the foregoing, the Chief Executive Officer of the Company may authorize the transfer to a Participant’s Deferral Account, such

Participant’s deferred balances held under a deferral plan maintained by any organization acquired by the Company or an Affiliated Company. Such balances transferred will retain the deferral period, vesting provisions and distribution provisions as set forth in the original deferral plan acquired by the Company or an Affiliated Company, and such provisions shall be incorporated herein.

Section 6. Benefits

6.1

Retirement Benefit. Upon Retirement of a Participant, the Committee shall direct the Participant’s Employer to pay a Retirement Benefit based on the value of the Participant’s Deferral Account as of the Retirement Valuation Date. Such Retirement Benefit shall be paid in the manner originally elected by the Participant on each Plan Year’s Election Form in the form of either a lump sum, or annual installments over five (5) or ten (10) years.

If a Participant’s Deferral Sub-Account is payable in a lump sum, the Participant shall receive payment of such Retirement Benefit within ninety (90) days of the Participant’s Retirement (or Retirement Valuation Date, if later).

If a Participant’s Deferral Sub-Account is payable in installments, the amount to be paid with each installment shall be the value of such Deferral Sub-Account as of the date of the installment Valuation Date multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installment payments remaining. For purposes of this Section, the installment Valuation Date for the first installment payment shall be the Retirement Valuation Date, and the installment Valuation Date for subsequent installment payments shall be the first Valuation Date of each Plan Year thereafter, provided, however, that in no event shall more than one installment payments be made to a Participant in any one Plan Year. A Participant shall receive each installment payment within ninety (90) days of the applicable installment Valuation Date (but no later than March 15 of the following Plan Year).

Following receipt of a Participant’s complete Retirement Benefit, such Participant shall be entitled to no further benefits under the Plan.

6.2

Disability. If a Participant suffers a Disability, the value of each of the Participant’s Deferral Sub-Accounts will continue to be adjusted in accordance with Section 5.1(b). If the Disability leave is at least six months, the Participant shall for purposes of the Plan be deemed on the first day following such six-month period to have had a Termination of Employment, and the Participant’s Deferral Account will be distributed as a Retirement Benefit or Termination Benefit.

6.3

Termination Benefit. If a Participant ceases to be an Employee for a reason other than those reasons described in Sections 6.1 or 6.2, the Committee shall direct the Participant’s Employer to pay a Termination Benefit based on the value of the Participant’s Deferral Account as of the Termination Valuation Date. Such Termination Benefit shall be paid in the manner elected by the Participant on each Plan Year’s Election Form in the form of either a lump sum payment or annual installments over five (5) or ten (10) years.

If a Participant’s Deferral Sub-Account is payable in a lump sum, the Participant shall receive payment of such Termination Benefit within ninety (90) days of the Participant’s Termination of Employment (or allocation date, if later).

If a Participant’s Deferral Sub-Account is payable in installments, the amount to be paid with each installment shall be the value of such Deferral Sub-Account as of the date of the installment Valuation Date multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installment payments remaining. For the purposes of this Section, the installment Valuation Date for the first installment payment shall be the Termination Valuation Date, and the installment Valuation Date for subsequent installment payments shall be the first Valuation Date of each Plan Year thereafter; provided, however, that in no event shall more than one installment payment be made to a Participant in any one Plan Year. A Participant shall receive each installment payment within ninety (90) days of the applicable installment Valuation Date (but no later than March 15 of the following Plan Year).

Following receipt of a Participant’s complete Termination Benefit, such Participant shall be entitled to no further benefits under the Plan.

6.4

Survivor Benefits.

Pre-Retirement. If a Participant dies before otherwise becoming eligible to receive Retirement Benefits, a Survivor Benefit will be paid to the Participant’s Beneficiary in a lump sum equal to such Participant’s Deferral Account as of the Death Valuation Date. A Beneficiary shall receive the Survivor Benefit within ninety (90) days after the Participant’s death. If a Participant dies after becoming eligible to receive Retirement Benefits but before such benefits have been paid in full, the Retirement Benefits the deceased Participant would have otherwise received shall be paid to the Participant’s Beneficiary as a Survivor Benefit pursuant to the Participant’s prior elections.

Post-Retirement. If a Participant dies after such Retirement Benefits have commenced, the Retirement Benefits the deceased Participant would have otherwise received shall be paid to the Participant’s Beneficiary as a Survivor Benefit pursuant to the Participant’s prior elections.

Following receipt of a Participant’s complete Survivor Benefit, a Beneficiary shall be entitled to no further benefits under the Plan.

6.5

Withdrawal on Account of Unforeseeable Emergency.

While employed by the Company or an Affiliated Company, a Participant or Beneficiary may, in the event of an unforeseeable emergency (as defined below) request a withdrawal from his or her Account by filing a withdrawal request at a time and in a manner determined by the Committee. Any such withdrawal shall not be for a greater amount than the amount reasonably necessary to satisfy the unforeseeable emergency (including applicable income taxes and penalties reasonably expected to result from the withdrawal), and shall be subject to

approval by the Committee. The Committee shall consider any requests for payment under this provision on a uniform and nondiscriminatory basis and in accordance with the standards of interpretation described in Code Section 409A and the Treasury Regulations thereunder. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, no withdrawal may be made to the extent that such hardship is or may be relieved: (i) through reimbursement or compensation by available insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (iii) by the additional compensation that will be available to the Participant as a result of the suspension of Participant deferrals pursuant to subsection (c) below. The withdrawal shall be paid in the form of a single lump payment five (5) days following the Committee’s approval of the withdrawal, or at such later time as permitted under Code Section 409A and the Treasury Regulations thereunder.

For purposes of this provision, “unforeseeable emergency” shall mean (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152, without regard to code Section 152(b)(1), (b)(2) or (d)(1)(B)); (ii) loss of the Participant’s property due to casualty; or (iii) other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

In the event a Participant receives a withdrawal pursuant to this provision, his or her Compensation deferrals under the Plan will be automatically suspended. The Participant may apply to the Committee to resume Compensation deferrals with respect to Plan Years beginning on or after the January 1 following the date of suspension, provided, that the Committee shall approve such resumption only if the Committee determines that the Participant is no longer incurring the unforeseeable emergency for which the withdrawal was approved. Any application to resume Compensation deferrals must be made in accordance with the deferral election procedures set forth in Section 4.

The amount of benefits otherwise payable under the Plan shall thereafter be adjusted to reflect the reduction of a Deferral Account due to the early payment of the Financial Hardship Distribution.

6.6

Scheduled Distributions.

In General. A Participant may, when filing an Election Form with respect to a given Plan Year, elect to receive a distribution while employed of all or a portion of the Participant’s Deferral Sub-Account for such Plan Year at a specified time or times in the future. The election of such a Scheduled Distribution shall be irrevocable and shall apply only to prospective deferrals for that Plan Year.

Timing and Forms of Distribution. The first year specified for a Scheduled Distribution must be at least five (5) Plan Years after the Plan Year in which commencement of deferrals covered by the Election Form in which a Scheduled Distribution is elected. A Participant will receive such Scheduled Distribution in either a lump sum or in annual installments over five (5) of ten (10) years as specified on the Election Form.

Election Void Upon Death and Termination of Employment. In the event a Participant has elected to receive any Scheduled Distributions and, before said distributions the Participant dies or has a Termination of Employment, the election with respect to such Scheduled Distributions shall be voided and such Participant’s Deferral Account shall be paid as a Termination Benefit.

6.7

Small Benefit. Notwithstanding anything herein to the contrary, in the event the total amount owed to a Participant or a Beneficiary after the Participant ceases to be an Employee is no greater than $15,500 (or such greater amount as is permitted under Code Section 409A and the Regulations thereunder), the Committee shall distribute such amount in a single lump sum.

6.8

Withholding; Payroll Taxes. To the extent required by the law in effect at the time payments are made, a Participant’s Employer shall withhold from payments made hereunder the taxes required to be withheld by the federal or any state or local

government. As to any payroll tax that is due from a Participant for Compensation deferred under this Plan, the Employer shall collect such tax from funds paid to such Participant with respect to other compensation not deferred under the Plan unless said other compensation is insufficient to pay such payroll taxes whereupon the shortfall shall serve to reduce the elected deferral amount.

6.9

No Acceleration of Payment. No Participant shall be permitted, and the Committee shall not have any discretion, to accelerate the timing or schedule of any benefit payment under this Plan, except as specifically provided herein or as may be permitted pursuant Code Section 409A and the Treasury Regulations thereunder.

6.10

Payment Delay for Key Employees. Notwithstanding any provision in the Plan to the contrary, if a Participant becomes entitled to payment under the Plan on account of the Participant’s Termination of Employment or Retirement and the Participant is then a “key employee” (as defined below), no payments shall be made to the Participant prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s Termination of Employment or Retirement, or (ii) the date of the Participant’s death. Upon the expiration of the six (6)-month deferral period referred to in the preceding sentence or the Participant’s death, notwithstanding any provision in the Plan to the contrary, all payments deferred pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid to the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) in a lump sum, and any remaining payments due under the Plan shall be paid in accordance with the normal payment dates specified in the Plan. No interest shall be paid on the amounts for which payment is delayed pursuant to this provision, but such amounts shall continue to be adjusted for investment experience until they are paid. The term “key employee” shall have the same meaning as assigned to that term under Code Section 416(i), without regard to Code Section 416(i)(5), and whether the Participant is a key employee shall be determined in accordance with written guidelines adopted by the Company for such purposes.

Section 7. Beneficiary Designation

7.1

Beneficiary Designation. Each Participant shall have the right, at any time, to designate any person or persons as Beneficiary or Beneficiaries to whom payment under this Plan shall be made in the event of Participant’s death prior to complete distribution to Participant of the Benefits due under the Plan. Each Beneficiary designation shall become effective only when filed in writing with the Committee during the Participant’s lifetime on a form prescribed by the Committee.

The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.

Section 8. Administration of the Plan

8.1

Administration. The Plan shall be administered by a committee (the “Administrative Committee”) of two (2) or more members as designated from time to time by the MRCC of the Board. The Administrative Committee shall have full and complete authority to (i) administer the Plan; (ii) select the eligible employees who are to participate in the Plan; (iii) appoint additional members of the Administrative Committee; and (iv) delegate authority to perform particular functions with respect to the Plan, including, without limitation, functions involving the exercise of discretion, to any agent (including any officer or employee of the Corporation) or to any subcommittee or member of the Administrative Committee, provided that such delegation shall be subject to revocation at any time at the discretion of the Administrative Committee.

8.2

Authority. The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Administrative Committee. Decisions of the Administrative Committee shall be final and binding on all parties who have an interest in the Plan, including (without limitation) all decisions relating to an individual’s eligibility for participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. Prior to paying a benefit under the Plan, the Administrative Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary to make any

determination it may be required to make under the Plan. The Administrative Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

8.3

Hold Harmless. To the maximum extent permitted by law, no member of the Administrative Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Administrative Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company’s own assets), each member of the Administrative Committee and each other officer, employee, or director of the Company or an Affiliate to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

8.4

Rules of Administration. The Administrative Committee shall adopt such rules for administration of the Plan as it considers desirable, provided they do not conflict with the Plan, and may construe the Plan, correct defects, make factual decisions and determinations, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and, except as provided in Section 8.5, such action (including factual decisions and determinations) shall be binding and conclusive. The determinations of the Administrative Committee shall be subject to review only for abuse of discretion.

8.5

Claims Procedures.

Benefits under this Plan will be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them. All claims for benefits under the Plan shall be submitted to the Administrative Committee, which shall have the initial responsibility for determining the eligibility of any Participant or beneficiary for benefits. Applications for benefits shall be submitted within two years of the later of (i) the date on which payment of

benefits under the Plan was made, or (ii) the date on which the action complained or grieved of occurred. The Administrative Committee may adopt forms for the submission of claim for benefits in which case all claims for benefits shall be filed on such forms. The term “Administrative Committee” as used in this Section shall refer to any committee or organization, if any, that has been delegated the authority described herein by the Administrative Committee.

Any claims for benefits shall be made in writing and shall set forth the facts which such Participant or beneficiary believes to be sufficient to entitle him to the benefit claimed. Each such claim must be supported by such information and data as the Administrative Committee deems relevant and appropriate. Evidence of age, marital status (and, in the appropriate instances, health, death or Disability), and location of residence shall be required of all claims for benefits.

If a claim for benefits is denied in whole or in part, the Administrative Committee shall give the claimant written notice of the decision within ninety (90) days of the date the claim was submitted. Such written notice shall set forth in a manner calculated to be understood by the claimant (1) the specific reason or reasons for the denial; (2) specific references to pertinent Plan provisions on which the denial is based; (3) a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and (4) appropriate information about the steps to be taken if the claimant wishes to submit the claim for review of the denial.

The ninety-day period for review of a claim for benefits may be extended for an additional ninety (90) days by a written notice to the claimant setting forth the reason for the extension, which notice shall be furnished to the claimant before the end of the original ninety (90) day period.

If a claim for benefits is denied in whole or in part, the claimant or his duly authorized representative, at the claimant’s sole expense, may appeal the denial to the Administrative Committee within sixty (60) days of receipt of the denial. In pursuing his appeal, the claimant or his duly authorized representative:

(i)

may request in writing that the Administrative Committee review the denial;

(ii)

may review pertinent documents; and

(iii)

may submit issues and comments in writing.

The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty-day period. The decision on review shall be made in writing, shall be written in a manner calculated to be understood by the claimant, and in the event of an adverse decision on review shall give the specific reason or reasons for the denial, shall include specific references to the provision of the plan on which any claim denial is based, and shall inform the claimant that access will be afforded to all documents pertinent to the claim for benefits. No action at law or in equity to recover benefits under the Plan shall be commenced later than one year from the date a decision on review is furnished to the claimant.

All power and authority granted to the Administrative Committee as a Plan Administrator for purposes of this provision and all purposes under the Plan may be delegated by the Administrative Committee to any person, committee, or entity pursuant to a specific or general delegation.

Section 9. Nature of Company’s Obligation

9.1

No Trust. The Company’s obligation under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan prior to the date any neither the Company, members of the Board or Committee, nor any other person shall be deemed to be a trustee of any amounts to be paid under the Plan; provided, however, the Company may, in its sole and

absolute discretion, (i) establish a grantor trust, the income of which sections 671 through 679 of the Code, to provide for the accumulation of funds to satisfy all or a portion of its financial liabilities with respect to this Plan, (ii) purchase life insurance policies on the life of a Participant, in which case the Participant shall cooperate with the Company in complying with any underwriting requirements with respect to such a policy, or (iii) both.

9.2

Nature of Participant’s Rights and Interests. Any assets which the Company may choose to acquire to help cover its financial liabilities, including, but not limited to any assets referred to in Section 9.1, are and will remain general assets of the Company subject to the claims of its general creditors. The Company does not give, and this Plan does not give, any ownership interest in any assets of the Company to a Participant or Beneficiary. All rights of ownership in any assets are and remain in the Company, and the rights of each Participant, any Beneficiary, or any person claiming through a Participant shall be solely those of an unsecured general creditor of the Company. Any liability of the Company to any Participant, Beneficiary, or any person claiming through a Participant shall be based solely upon the contractual obligations created by the Plan.

Section 10. Miscellaneous

10.1

Alienation of Benefits; Domestic Relations Orders.

No person entitled to benefits under the Plan shall have any right to transfer, assign, alienate, pledge, hypothecate or otherwise encumber his or her interest in such benefits prior to actual receipt of those benefits. Except for the offset rights provided under Section 10.7, the benefits payable under the Plan shall not, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person and shall not, to the maximum extent permitted by law, be transferable by operation of law in the event of the bankruptcy or insolvency of the Participant or any other person.

Notwithstanding the foregoing, any payments otherwise due the Participant hereunder may instead be assigned or distributed to his or her spouse or former spouse pursuant to the terms of any domestic relations order within the meaning

of Code Section 414(p)(1)(B) which is issued with respect to those subaccounts, and the Participant shall cease to have any right, interest or entitlement to the portion of any payment or subaccount assigned or distributed to his or her spouse or former spouse in accordance with the terms of such order. The portion of the payment or subaccount assigned or distributable to the spouse or former spouse shall be paid in the form of a single lump distribution within 15 days following the Administrative Committee’s approval of the domestic relations order or at such later time as permitted under Code Section 409A and the Treasury Regulations thereunder, provided the Participant is at the time fully vested in that portion. A domestic relations order shall not qualify for approval under this provision, and no distribution shall be made with respect to such order, if the order requires that payment be made at a time or in a manner other than the time and manner specified herein. Distributions made pursuant to this provision are intended to comply with the requirements of Code Section 409A and Treasury Regulations thereunder, and this provision shall be construed and administered accordingly.

10.2

No Employment Right. Neither the action of the Company or the Participating Employer in establishing or maintaining the Plan, nor any action taken under the Plan by the Administrative Committee, nor any provision of the Plan itself shall be construed so as to grant any person the right to remain in the employ of the Participating Employer or any other Affiliated Company for any period of specific duration, and the Participant shall at all times remain an Employee at will and may accordingly be discharged at any time, with or without cause and with or without advance notice of such discharge.

10.3

Amendment or Termination. The MRCC or its delegate may at any time amend the provisions of the Plan to any extent and in any manner the MRCC shall deem advisable, and such amendment shall become effective at the time of such MRCC action. Without limiting the generality of the foregoing, the MRCC or its delegate may amend the Plan to impose such restrictions upon the timing, filing and effectiveness of the investment procedures and investment alternatives available under Section 5 and the distribution provisions of Section 6 which the MRCC or its delegate deems appropriate or advisable

in order to avoid the current income taxation of the balances credited to the outstanding Accounts under the Plan or any other adverse tax consequences which might otherwise occur as a result of changes to the tax laws and regulations governing incentive and deferred compensation arrangements such as the Plan. The MRCC or its delegate may also at any time terminate the Plan in whole or in part. Except for such modifications, limitations or restrictions as may otherwise be required to avoid current income taxation or other adverse tax consequences to Participants as a result of changes to the tax laws and regulations applicable to the Plan, no such plan amendment or plan termination, whether authorized by the MRCC or its delegate, shall adversely affect the benefits of Participants accrued to date under the Plan or otherwise reduce the then outstanding balances credited to their Accounts or otherwise adversely affect the vesting schedules or distribution provisions in effect for those Accounts, and the balances credited to those Accounts prior to the date of any such plan amendment or termination shall, subject to the foregoing exception, continue to become due and payable in accordance with the vesting and distribution provisions as in effect immediately prior to such amendment or termination. The terms of an employment agreement or other individual agreement with a Participant (a “Participant Agreement”) may modify the terms of the Plan with respect to that Participant, provided that the Participant Agreement was approved by the MRCC or its delegate. The manner and extent to which a Participant Agreement modifies the terms of this Plan shall be determined by the Administrative Committee in its sole discretion.

10.4

Offset. To the maximum extent permissible by law, and to the extent permitted under Code Section 409A and applicable regulations, should a Participant become entitled to a distribution under the Plan at a time when such Participant has an outstanding debt or other monetary obligation owed to the Participating Employer or any other Affiliated Company, then the Participating Employer shall be authorized to offset the amount of that debt or obligation (whether or not then due and payable) against the amount of benefits which otherwise remain distributable to the Participant after the Participating Employer’s collection of all applicable withholding taxes on that distribution.

10.5

Protective Provisions . Each Participant shall cooperate with the Employer by furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Employer may deem necessary and taking such other relevant action as may be requested by the Employer. If a Participant refuses to so cooperate , the Employer shall have no further obligation to the Participant under the Plan, other than payment to such Participant of the cumulative reductions in Compensation theretofore made pursuant to this Plan.

10.6

Gender, Singular, and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

10.7

Captions. The captions of the sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

10.8

Validity. In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect the validity of any other provision of this Plan.

10.9

Applicable Law. The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management and other highly compensated individuals, and all rights hereunder shall be construed, administered and governed in all respects in accordance with the provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time) applicable to such an arrangement and, to the extent not pre-empted thereby, the laws of the State of North Carolina without resort to its conflict-of-laws provisions. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue in full force and effect.

10.10

Successors and Assigns. The obligation of each Participating Employer to make the payments required hereunder shall be binding upon the successors and assigns of that Participating Employer, whether by merger, consolidation, acquisition or other reorganization.

IN WITNESS WHEREOF, WACHOVIA CORPORATION has caused this Plan amendment and restatement to be executed on its behalf by its duly-authorized officer on this 19th day of December, 2007.


WACHOVIA CORPORATION

By:		/s/ Shannon W. McFayden
Its:		Senior Executive Vice President and Director of Human Resources and Corporate Relations

Exhibit 10(b)

AMENDMENT 2007-1

TO THE WACHOVIA CORPORATION SAVINGS RESTORATION PLAN

(AS AMENDED AND RESTATED ON JANUARY 1, 2002)

WHEREAS , Wachovia Corporation (the “Corporation”) maintains the Wachovia Corporation Savings Restoration Plan (the “Plan”); and

WHEREAS , Section 10.3 of the Plan reserves the right of the Management Resources and Compensation Committee of the Board of Directors of the Corporation to amend or terminate the Plan at any time.

THEREFORE, BE IT RESOLVED , that a new Section 11 be added to the Plan, effective December 31, 2007 to read as follows:

Section 11 Freezing the Plan

11.1

Notwithstanding any other provision of the Plan to the contrary, effective December 31, 2007, no Employee may first become a Participant in the Plan after December 31, 2007.

11.2

Notwithstanding any other provision of the Plan to the contrary, effective December 31, 2007, no Participant may elect to defer Compensation to the Plan and no deferred amounts will be credited to a Participant’s Deferral Account under Section 4.1(a) of the Plan for Plan Years beginning on or after January 1, 2008.

11.3

Notwithstanding any other provision of the Plan to the contrary, effective December 31, 2007, the Company will not credit a Participant’s Deferral Account with contributions (including Company Matching Contributions) for Plan Years beginning on or after January 1, 2008; provided that, each Participant’s Deferral Sub-Accounts will continue to be credited or debited to reflect any gains or losses as if the Deferral Sub-Accounts had been invested in the Investment Indexes pursuant to the allocation elections made by the Participant, as provided in Section 5.

NOW, THEREFORE, BE IT FURTHER RESOLVED , that the appropriate officers of the Corporation are hereby authorized to make such further amendments to the Plan to meet the requirements of this Amendment 2007-1 as set forth herein and to facilitate Plan administration in light of this Amendment 2007-1.

IN WITNESS WHEREOF, WACHOVIA CORPORATION has caused this Plan Amendment to be executed on its behalf by its duly-authorized officer on this 19th day of December, 2007.


WACHOVIA CORPORATION

By:		/s/ Shannon W. McFayden
Its:		Senior Executive Vice President and Director of Human Resources and Corporate Relations

Exhibit 10(c)

AMENDMENT 2007-1 TO THE

FIRST UNION CORPORATION

BENEFIT RESTORATION PLAN

(As Amended and Restated April 20, 1999)

WHEREAS , First Union Corporation (“First Union”) established the First Union Corporation Benefit Restoration Plan (the “Plan”) for the benefit of certain of its employees, effective as of December 31, 1993;

WHEREAS , by and through merger, Wachovia Corporation (the “Company”) is the successor in interest to First Union and currently maintains the Plan;

WHEREAS , the Company now wishes to amend the Plan to (1) freeze future benefit accruals under the Plan effective as of December 31, 2007 and (2) reflect form of payment elections made by Plan participants on or before December 31, 2006 for benefits payable in 2007 and later years in accordance with certain transition relief provided under Internal Revenue Service Notice 2005-1 and subsequently issued guidance with respect to Section 409A of the Internal Revenue Code of 1986, as amended;

WHEREAS , pursuant to Subsection 8.2 of the Plan, the Company may amend the Plan at any time and for any reason by action of its Board of Directors;

WHEREAS , the amendment to freeze future benefit accruals will have prospective effect only and will not to reduce any benefits accrued by Participants prior to December 31, 2007, and therefore will not constitute a Plan Change (as defined in the Plan).

NOW, THEREFORE, BE IT RESOLVED , that effective as of December 31, 2007, Subsection 1.1 of the Plan is amended by adding the following new sentence at the end of that section:

“By and through merger, Wachovia Corporation became the successor in interest to the Company and all references herein to the “Company” shall mean Wachovia Corporation.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 1.2 of the Plan is amended by adding the following new sentences at the end of that section:

“Participants shall cease to accrue benefits under the Plan effective as of December 31, 2007 and any Employee who is not an active or inactive Participant on December 31, 2007 shall not be eligible to participate in the Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 2.10 of the Plan is amended by deleting the name “First Union Corporation” and substituting the name “Wachovia Corporation” in its place.

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 2.19 of the Plan is amended in its entirety to read as follows:

“2.19 “ Pension Plan ” means the Wachovia Corporation Pension Plan [Including Cash Balance Plan], as amended from time to time, and any successor or replacement plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Section II of the Plan is amended to add the following new Subsection 2.30:

“2.30 “ Accrued Benefit ” means the Participant’s Accrued Benefit under the Pension Plan, determined on the assumption that the Participant had a Termination of Employment on December 31, 2007 (or in the case of a Participant who terminated employment on account of Disability, that the participant had a Disability Retirement Date of December 31, 2007). For purposes of this definition, the terms “Accrued Benefit”, “Termination of Employment” and “Disability Retirement Date” shall have the same meaning as assigned to those terms under the Pension Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 3.1 of the Plan is amended by adding the following new sentences at the end of that section:

“Notwithstanding any other provision of this Plan to the contrary, any Employee who is not an active or inactive Participant on December 31, 2007 shall not be eligible to participate in the Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.1 of the Plan is amended in its entirety to read as follows:

“(b) Amount .

(1)

In General . Subject to paragraph (2) below, a Participant who is eligible for a retirement benefit under Subsection 4.1(a) shall be entitled to a monthly benefit equal to the difference between (A) and (B), where –

(A)

is the benefit the Participant would be entitled to receive under the Pension Plan as of his or her Normal Retirement Date based on the Participant’s Accrued Benefit on December 31, 2007, but calculated without regard to the compensation limit in effect under Code section 401(a)(17) or the benefit limit in effect under Code section 415; and

(B)

is the benefit payable to the Participant under the Pension Plan as of his or her Normal Retirement Date based on the Participant’s Accrued Benefit on December 31, 2007.

(2)

Early Commencement . In the case of a Participant whose Benefit Commencement Date precedes his or her Normal Retirement Date, the monthly benefit determined under paragraph (1) shall be reduced for early commencement in the same manner and amount as an early retirement benefit payable under the Pension Plan.

(3)

Other Benefits . If a Participant is due a benefit under a plan listed on Schedule A which is maintained by the Employer the benefit hereunder will be decreased by the benefit provided under the plan listed on Schedule A.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.2(b) is amended in its entirety to read as follows:

“(b)

Amount . A disabled Participant who is eligible for a disability retirement benefit under Subsection 4.2(a) shall be entitled to a monthly retirement benefit equal to the difference between (1) and (2), where –

(1)

is the disability retirement benefit the Participant would be entitled to receive under the Pension Plan at his or her Normal Retirement Date based on the Participant’s Accrued Benefit on December 31, 2007, but calculated without regard to the limits described in Subsection 4.1(b)(1)(A); and

(2)

is the disability benefit payable to the Participant under the Pension Plan as of his or her Normal Retirement Date based on the Participant’s Accrued Benefit on December 31, 2007.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.4(c) of the Plan is amended by deleting the last sentence thereof and by substituting the following new sentences in its place:

“In accordance with its express discretionary authority under this Subsection 4.4(c), and pursuant to the transition relief provided under Internal Revenue Service Notice 2005-1 and subsequently issued guidance with respect to Section 409A of the Code, the Plan Administrator has permitted certain Participants to elect the form of payment for their Plan benefits that are subject to Section 409A of the Code. The form of payment elections made by such Participants and which have been approved by the Plan Administrator are specified in Schedule B of this Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.5(b)(2) is amended in its entirety to read as follows:

“(2)

Amount . A Participant who is eligible pursuant to (1) above shall be paid the Lump Sum Actuarial Equivalent of the normal retirement benefit payable pursuant to Subsection 4.1(b). The Lump Sum Actuarial Equivalent shall be computed as of the date of the Plan Termination or the Plan Change, as applicable.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.5(c)(2) is amended in its entirety to read as follows:

“(2)

Amount . A Participant who is eligible pursuant to (1) above shall be paid the Lump Sum Actuarial Equivalent of the early retirement benefit payable pursuant to Subsection 4.1(c). The Lump Sum Actuarial Equivalent shall be computed as of the date of the Plan Termination or the Plan Change, as applicable.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 4.5(h)(2) is amended in its entirety to read as follows:

“(2)

Amount . A Participant who is eligible pursuant to (1) above shall be paid the Lump Sum Actuarial Equivalent of the disability retirement benefit payable pursuant to Subsection 4.2(b).”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Section IV is amended to add the following new Subsection 4.7:

“4.7

Cessation of Accruals . Service performed by a Participant after December 31, 2007 shall not be taken into account in determining a Participant’s accrued benefit under the Plan. However, to the extent provided in this Section IV, such Service shall be taken into account for purposes of determining eligibility to receive a benefit or to determine the amount by which a Participant’s benefit will be actuarially reduced for early payment.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Subsection 5.2 is amended in its entirety to read as follows:

“5.2

Amount .

(a)

Active Employees . The benefit payable to an eligible Beneficiary under Subsection 5.1(a) shall be a lump sum benefit payment that is the Actuarial Equivalent of the monthly benefit accrued by the Participant under Subsection 4.1, reduced in the same manner and amount as preretirement death benefits under the Pension plan if the date of the Participant’s death precedes his or her Normal Retirement Date.

(b)

Former Employees . The monthly payments to an eligible surviving spouse under Subsection 5.1(b) shall equal the amount that would have been payable, based on the benefit accrued by the Participant under Subsection 4.1, as a survivor annuity under the form of payment described in subsection 4.4(b) if –

(1)

in the case of a Participant who dies after attaining his Earliest Retirement Age, the Participant had retired with an immediate benefit under subsection 4.4(b) on the day before his death.

(2)

in the case of a Participant who dies on or before attaining his Earliest Retirement Age, the Participant had terminated employment on the date of death (if employment had not yet terminated), survived to the Earliest Retirement Age, retired with an immediate benefit under subsection 4.4(b) at the Earliest Retirement Age, and died on the day after the day on which he would have attained the Earliest Retirement Age.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2007, Schedule B of the Plan is amended by adding the following new section at the end of that schedule:

B. Elections Made on or Before December 31, 2006 for Benefits Payable in 2007 or Later Years


Participant		Payment Form Elected
[Names Redacted]		Lump Sum

NOW, THEREFORE, BE IT FURTHER RESOLVED , that the appropriate officers of the Company are hereby authorized to make such further amendments to the Plan to meet the requirements of Section 409A of the Code and to facilitate Plan administration in accordance with Section 409A of the Code.

IN WITNESS WHEREOF, WACHOVIA CORPORATION has caused this Plan Amendment to be executed on its behalf by its duly-authorized officer on this 19th day of December, 2007.


WACHOVIA CORPORATION

By:		/s/ Shannon W. McFayden
Its:		Senior Executive Vice President and Director of Human Resources and Corporate Relations