Form of Exchange Agreement



 Exhibit 10(c) 
  
 WACHOVIA PREFERRED FUNDING CORP. 
 SERIES A PREFERRED SECURITIES 
  
 EXCHANGE AGREEMENT 
  
 THIS EXCHANGE
AGREEMENT (this “Agreement”) is entered into as of ·, 2002, among WACHOVIA PREFERRED FUNDING CORP., a Delaware
corporation (“WPFC”), WACHOVIA CORPORATION, a North Carolina corporation (“Wachovia”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia Bank”), as depositary hereunder. 

 
 Recitals 
  
 WHEREAS, WPFC intends to issue 30,000,000 shares of ·% non-cumulative Series A preferred stock with liquidation
preference of $25.00 per share (each, a “Series A Preferred Security”). 
  
 WHEREAS, each Series A
Preferred Security will be conditionally exchangeable into one newly issued depositary share (each, a “Depositary Share”) representing a one-sixth interest in one share of the Series G, Class A Preferred Stock, no par value per share and
having a liquidation preference of $150.00 per share, of Wachovia (the “Wachovia Preferred Stock”). 
  
 WHEREAS, the parties hereto desire to ensure that in the event of the occurrence of circumstances requiring the exchange of the Series A Preferred Securities into the Depositary Shares, the holders of the Series A Preferred
Securities will be contractually bound to tender their Series A Preferred Securities to Wachovia for exchange, and that in the same such event Wachovia will be contractually bound unconditionally to make available Depositary Shares sufficient for
exchange of the Series A Preferred Securities, and to effect the exchange of all outstanding Series A Preferred Securities into Depositary Shares. 
  
 Agreement 
  
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
  
 Section 1.    Exchange of the Series A Preferred Securities.    If at any time after the issuance and sale of the Series A Preferred Securities, the Office of the Comptroller of
the Currency (the “OCC”) directs in writing that the Series A Preferred Securities be exchanged into the relevant Wachovia Preferred Stock, because (i) Wachovia Bank is undercapitalized under the prompt corrective action regulations, (ii)
Wachovia Bank is placed into conservatorship or receivership, or (iii) the OCC, in its sole discretion, anticipates Wachovia Bank becoming “undercapitalized” in the near term or takes supervisory action that limits the payment of dividends
by WPFC, then 
  

	 	(a)
	 
	the holders of the Series A Preferred Securities shall immediately, in accordance with procedures set forth in the Certificate of Designations, Preferences and
Rights of Series A Preferred Securities, exchange the Series A Preferred Securities for the relevant Depositary Shares, on a one share for one share basis, by delivering all certificates representing the Series A Preferred Securities, if any, to
Wachovia, properly endorsed for transfer; 
 

  

	 	(b)
	 
	Wachovia shall immediately and unconditionally issue the required number of shares of the Wachovia Preferred Stock and deposit such shares with Wachovia Bank;

 

  

	 	(c)
	 
	upon receipt of the shares of the Wachovia Preferred Stock from Wachovia, Wachovia Bank shall issue the relevant Depositary Shares and deliver to Wachovia
receipts evidencing such Depositary Shares and, in turn, Wachovia shall deliver such receipts to the holders of the Series A Preferred Securities; and 
 

  








	 	(d)
	 
	upon the occurrence of the exchange, all of the Series A Preferred Securities shall be cancelled and shall cease to be outstanding without any further action by
WPFC or the holders thereof, all rights of the holders of the Series A Preferred Securities as WPFC’s stockholders shall cease, and such persons shall be, for all purposes, solely holders of the Depositary Shares. 



  
 Until certificates representing Depositary Shares are delivered or in the event such replacement
certificates are not delivered, any certificates previously representing the Series A Preferred Securities shall be deemed for all purposes to represent Depositary Shares. 
  
 Section 2.    Legend.    The certificates evidencing the Series A Preferred Securities, if any, shall bear the following
legend in conspicuous type: 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN
EXCHANGE AGREEMENT, DATED             , 2002, REQUIRING THEIR EXCHANGE IN CERTAIN CIRCUMSTANCES INTO CERTAIN PREFERRED SHARES OF WACHOVIA CORPORATION. THE ISSUER WILL MAIL TO THE
SHAREHOLDER A COPY OF SUCH AGREEMENT, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  
  
 Section 3.    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and
all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as
signatories. 

 
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 
  
 
	 WACHOVIA PREFERRED FUNDING CORP.
 
	 
	 By:
 	 	  
 

	  	 	 Name:
 Title:
 

 
  
 
	 WACHOVIA CORPORATION
 
	 
	 By:
 	 	  
 

	  	 	 Name:
 Title:
 

 
  
 
	 WACHOVIA BANK, N.A.
 
	 
	 By:
 	 	  
 

	  	 	 Name:
 Title:
 

 

 
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