Form of Subordinated Medium Term Fixed Rate Note



 Exhibit 4(n) 
  
 [Form of Subordinated Fixed Rate Note] 
  
 [Face of Security] 
  

			
	 Registered
	  	$                    
	 No. FXR-
	  	CUSIP No.        

  
 [IF A GLOBAL
SECURITY, INSERT—THIS SECURITY IS A GLOBAL SECURITY, WITHOUT COUPONS, EXCHANGEABLE FOR ONE OR MORE DEFINITIVE REGISTERED SECURITIES OF THIS SERIES, WITHOUT COUPONS, AT THE PRINCIPAL OFFICE OF THE SECURITY REGISTRAR IN THE CITY OF NEW YORK
ONLY UNDER THE CIRCUMSTANCES DESCRIBED HEREIN. THE RIGHTS ATTACHING TO THIS GLOBAL SECURITY AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE REGISTERED SECURITIES OF THIS SERIES (“REGISTERED SECURITIES”) ARE AS
SPECIFIED HEREIN AND IN THE INDENTURE. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. IN
ADDITION, THE DEPOSITARY MAY NOT SELL, ASSIGN, TRANSFER OR OTHERWISE CONVEY ANY BENEFICIAL INTEREST IN THIS GLOBAL SECURITY UNLESS SUCH BENEFICIAL INTEREST IS IN AN AMOUNT EQUAL TO AN AUTHORIZED DENOMINATION FOR SECURITIES OF SUCH SERIES, AND THE
DEPOSITARY, BY ACCEPTING THIS GLOBAL SECURITY, AGREES TO BE BOUND BY THE PROVISIONS HEREOF. 
  
 NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.] 
  
 [IF DTC IS THE DEPOSITARY, INSERT—UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.] 
  
 THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY ANY FEDERAL AGENCY. 
  








 WACHOVIA CORPORATION 
  
 Subordinated Global Medium-Term Note, Series H 
 (Fixed Rate) 
  

  

			
	ORIGINAL ISSUE DATE:	  	 PRINCIPAL AMOUNT:

		
	REQUIRED CURRENCY:	  	 MATURITY DATE:

		
	 Ÿ        payments of principal and any
premium:
  
 Ÿ        payments of interest:
  
 Ÿ        Exchange Rate Agent: Wachovia Bank, National Association
	  	 INTEREST PAYMENT DATE(S):
  
 REGULAR RECORD DATES:

		
	ORIGINAL ISSUE DISCOUNT SECURITY:	  	 
		
	 Ÿ        Total Amount of OID:
  
 Ÿ        Yield to Maturity:
  
 Ÿ        Initial Accrual Period OID:
	  	 
		
	 INTEREST RATE:     % per annum
	  	 REPAYMENT DATE(S):

		
	 REDEEMABLE AT OPTION OF:
	  	 REPAYMENT PRICE(S):

		
	 INITIAL REDEMPTION DATE:
	  	 OTHER TERMS:

		
	 INITIAL REDEMPTION PERCENTAGE:
	  	 
		
	ANNUAL REDEMPTION PERCENTAGE RETURN:	  	 

  

  
 Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply to this
Security except as otherwise may be specified. 
  
 Whenever used
in this Security, the terms specified above that apply to this Security have the meanings specified above, unless the context requires otherwise. Other terms used in this Security that are not defined herein but that are defined in the Indenture
referred to on the face of this Security are used herein as defined therein. 
  
 Wachovia Corporation, a North Carolina corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
                                        
            , or registered assigns, the Principal Amount hereof on the Maturity Date specified on the face hereof, and to pay interest thereon, from the Original Issue Date specified on the
face hereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if the date of this Security is an Interest Payment Date to which interest has been paid or duly provided for, then from the date
hereof, semi-annually in arrears on each Interest Payment Date commencing on the first such Interest Payment Date next succeeding the Original Issue Date of this Security and at Maturity unless the Original Issue Date of this Security is between a
Regular Record Date and an Interest Payment Date, in which case the first payment of interest hereon shall be made on the second 

  

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Interest Payment Date following such Regular Record Date, at the Interest Rate per annum specified on the face hereof, until the principal hereof is paid or
duly made available for payment. 
  
 Interest on this Security
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the date 15 calendar days (whether or not a Business Day) prior to each Interest Payment Date. Any
such interest not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to the Holder of this Security not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Notwithstanding the foregoing, interest payable on this Security at Maturity will be payable to the person to whom principal is payable unless the Maturity Date, Redemption Date or
Repayment Date is an Interest Payment Date. 
  
 If this Security
is a Global Security (as specified on the face hereof), this Security is exchangeable in whole for definitive Registered Securities of this series of like tenor and of an equal aggregate principal amount only if (x) the Depositary with respect
to the Securities of this series notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, (y) the Company in its sole discretion determines that this Global Security shall be exchangeable and executes and delivers to the Trustee a Company Order providing that this Global Security shall be so exchangeable or
(z) there shall have happened and be continuing an Event of Default or any event which, after notice or lapse of time, or both, would become an Event of Default with respect to the Securities of the series of which this Global Security is a
part. In the event this Global Security is exchangeable pursuant to the preceding sentence, it shall be exchanged in whole for definitive Registered Securities of this series, of like tenor and of an equal aggregate principal amount in denominations
of U.S. $1,000 and integral multiples of U.S. $1,000 in excess thereof; provided that, in the case of clauses (y) and (z) above, definitive Registered Securities of this series will be issued in exchange for this Global
Security only if such definitive Registered Securities were requested by written notice to the Security Registrar by or on behalf of a Person who is a beneficial owner of an interest herein given through the Holder hereof. Any definitive Registered
Securities of this series issued in exchange for this Global Security shall be registered in the name or names of such Person or Persons as the Holder hereof shall instruct the Security Registrar. Except as provided above, owners of beneficial
interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders thereof for any purpose under the Indenture. 
  
 Any exchange of a Global Security for one or more definitive Registered
Securities of this series will be made at the office of the Security Registrar in The City of New York. 
  
 If this Security is a Global Security, except as provided in the next paragraph, no beneficial owner of any portion of this Global Security shall be
entitled to receive payment of accrued interest hereon until this Global Security has been exchanged for one or more definitive Registered Securities of this series, as provided herein and in the Indenture. 
  
 If this Security is a Global Security, if a definitive Registered Security or
Registered Securities of this series are issued in exchange for this Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office
or agency on the related Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or 

  

 3 








 
Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Holder hereof, and the Holder hereof will undertake in such circumstances to credit such interest to the
account or accounts of the Persons who were the beneficial owners of any portion of this Global Security on such Regular Record Date or Special Record Date, as the case may be. 
  
 Currency of Payment 
  
 Payment of principal of (and premium, if any) and interest on this Security will be made in the Required Currency for such payment, except as provided in
this and the next three paragraphs. The Required Currency for any payment shall be the currency specified as such on the face of this Security unless, at the time of such payment, such currency is not legal tender for the payment of public and
private debts in the country issuing such currency on the Original Issue Date, in which case the Required Currency for such payment shall be such coin or currency as at the time of such payment is legal tender for the payment of public and private
debts in such country, except as provided in the next sentence. If the euro is specified on the face of this Security as the Specified Currency for any payment, the Specified Currency for such payment shall be such coin or currency as at the time of
payment is legal tender for the payment of public and private debts in all EMU Countries (as defined in Section 2 on the reverse hereof), provided that, if on any day there are not at least two EMU Countries, or if on any day there are
at least two EMU Countries but no coin or currency is legal tender for the payment of public and private debts in all EMU Countries, then the Specified Currency for such payment shall be deemed not to be available to the Company on such day.

  
 Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to receive such payment transmits a written request for such payment to be made in U.S. dollars to the Trustee at its Corporate
Trust Office, Attention: Corporation Trust Trustee Administration, on or before the fifth Business Day before the payment is to be made. Such written request may be mailed, hand delivered, telecopied or delivered in any other manner approved by the
Trustee. Any such request made with respect to any payment on this Security payable to a particular Holder will remain in effect for all later payments on this Security payable to such Holder, unless such request is revoked on or before the fifth
Business Day before a payment is to be made, in which case such revocation shall be effective for such and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the
Person who is the registered Holder of this Security on the relevant Regular Record Date. 
  
 The U.S. dollar amount of any payment made pursuant to the preceding paragraph will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the Exchange Rate Agent as of
11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date, from three (or, if three are not available, then two) recognized foreign exchange dealers selected by the Exchange Rate Agent in The City of New
York, in each case for the purchase by the quoting dealer, for U.S. dollars and for settlement on such payment date of an amount of the Specified Currency for such payment equal to the aggregate amount of such Specified Currency payable on such
payment date to all Holders of Securities of this or any other series who elect to receive U.S. dollar payments on such payment date, and at which the applicable dealer commits to execute a contract. If the Exchange Rate Agent determines that two
such bid quotations are not available on such second Business Day, such payment will be made in the Specified Currency for such payment. All currency exchange costs associated with any payment in U.S. dollars on this Security will be borne by the
Holder entitled to receive such payment, by deduction from such payment. 
  
 Notwithstanding the foregoing, if any amount payable on this Security is payable on any day (including at Maturity) in a Specified Currency other than U.S. dollars, and if such Specified Currency is not available to
the Company on the two Business Days before such day, due to the imposition of exchange controls, disruption in a currency market or any other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligation to
pay such amount in such Specified Currency by making such 

  

 4 








 
payment in U.S. dollars. The amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the “Exchange Rate”) as of the latest day before the day on which such payment is to be made. Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of Default under the Indenture or this Security. 
  
 Manner of Payment—U.S. Dollars 
  
 Except as provided in the next paragraph, payment of any amount payable on this Security in U.S. dollars will be made at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose), against surrender of this Security in the case of any payment due at the Maturity of the principal hereof
(other than any payment of interest that first becomes due on an Interest Payment Date); provided, however, that, at the option of the Company and subject to the next paragraph, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register. 
  
 Payment of any amount payable on this Security in U.S. dollars will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located in the Borough of Manhattan, The
City of New York, if (i) the principal of this Security is at least $1,000,000 and (ii) the Holder entitled to receive such payment transmits a written request for such payment to be made in such manner to the Trustee at its Corporate
Trust Office, Attention: Corporation Trust Division—Corporate Finance Unit, on or before the fifth Business Day before the day on which such payment is to be made; provided that, in the case of any such payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on an Interest Payment Date), this Security must be surrendered at the office or agency of the Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Any such request made with respect to any payment on this Security payable to a
particular Holder will remain in effect for all later payments on this Security payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be
effective for such and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date.
The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the
Holder of this Security and may be deducted from the payment by the Company or the Paying Agent. 
  
 Manner of Payment—Other Specified Currencies 
  
 Payment of any amount payable on this Security in a Specified Currency other than U.S. dollars will be made by wire transfer of immediately available funds to such account as is maintained in such Specified Currency
at a bank or other financial institution acceptable to the Company and the Trustee and as shall have been designated at least five Business Days prior to the applicable payment date by the Person entitled to receive such payment; provided
that, in the case of any such payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes due on an Interest Payment Date), this Security must be surrendered at the office or agency of the Company
maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Such account
designation shall be made by transmitting the appropriate information to the Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier or in any other manner approved by the Trustee.
Unless revoked, any such account designation made with respect to this Security by the Holder hereof will remain in effect with respect to any further payments with respect to this Security payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to this Security cannot be made by wire transfer because the required account designation has not been received 

  

 5 








 
by the Trustee on or before the requisite date or for any other reason, the Company will cause a notice to be given to the Holder of this Security at its
registered address requesting an account designation pursuant to which such wire transfer can be made and such payment will be made within five Business Days after the Trustee’s receipt of such a designation meeting the requirements specified
above, with the same force and effect as if made on the due date. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the payment by the Company or the Paying Agent. 
  
 Manner of Payment—Global Securities 
  
 Notwithstanding any provision of this Security or the Indenture, if this Security is a Global Security, the Company may make any and all payments of
principal, premium and interest on this Security pursuant to the applicable procedures of the Depositary for this Security as permitted in the Indenture. 
  
 Payments Due on a Business Day 
  
 Unless otherwise specified on the face of this Security, the following sentence shall apply to this Security. Notwithstanding any provision of this
Security or the Indenture, if any amount of principal, premium or interest would otherwise be due on this Security on a day (the “Specified Day”) that is not a Business Day, such amount may be paid or made available for payment on the next
succeeding Business Day with the same force and effect as if such amount were paid on the Specified Day. 
  

  
 Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by or on behalf of The Bank of New York, the Trustee under the Indenture or its
successors thereunder, by the manual signature of one of its authorized officers, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

  

					
	 	 	 WACHOVIA CORPORATION

			
	 Dated:                    
	 	 By: 
	 	

	 	 	 	 	 Name:

	 	 	 	 	 Title:

		
	 [Seal]
	 	 Attest:



  
 CERTIFICATE OF
AUTHENTICATION 
  
 This is one of the Securities referred to
in the within-mentioned Indenture. 
  
 THE BANK
OF NEW YORK, as Trustee 
  

			
		
	 By:
	 	

	 	 	Authorized Officer

  

 7 








 [REVERSE OF SECURITY] 
  
 1. Securities and the Indenture 
  
 This Security is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, unlimited in aggregate principal
amount, issued and to be issued in one or more series under an Indenture, dated as of March 15, 1986, supplemented thereto by Supplemental Indentures dated August 1, 1990, November 15, 1992, February 7, 1996 and July 7, 2000
(the Indenture as so supplemented being herein called the “Indenture”), between the Company and The Bank of New York (as successor in interest to J. P. Morgan Trust Company, N.A.), as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture (as hereinafter defined)), to which Indenture and all indentures reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. 
  
 This Security is one of the series of Securities designated on the face hereof, limited to an aggregate principal amount not
to exceed $9,100,000,000 (or the equivalent thereof in any other currency or currency units), which amount may be increased at the option of the Company if in the future it determines that it may wish to issue and sell additional Securities.
References herein to “this series” mean the series of securities designated on the face hereof. This Security has been issued in the Principal Amount specified on the face hereof. The Securities of this series may be issued from time to
time with varying maturities, interest rates and other terms. 
  
 The Securities of this series are issuable only in registered form without coupons in “Authorized Denominations”, which term shall have the following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and multiples thereof. For each Security of this series having a principal amount payable in a Required Currency other than U.S. dollars, the Authorized Denominations shall be the
amount of such Required Currency equivalent, at the Exchange Rate on the first Business Day next preceding the date on which the Company accepts the offer to purchase such Security, to $1,000 and any multiple thereof. 
  
 2. Exchange Rate Agent and Related Terms 
  
 If the principal of or interest on this Security is payable in a Specified
Currency other than U.S. dollars, the Company has initially appointed the institution named on the face of this Security as Exchange Rate Agent to act as such agent with respect to this Security, but the Company may, in its sole discretion, appoint
any other institution (including any Affiliate of the Company) to serve as any such agent from time to time. The Company will give the Trustee prompt written notice of any change in any such appointment. Insofar as this Security provides for any
such agent to obtain rates, quotes or other data from a bank, dealer or other institution for use in making any determination hereunder, such agent may do so from any institution or institutions of the kind contemplated hereby notwithstanding that
any one or more of such institutions is any such agent, Affiliates of any such agent or Affiliates of the Company. 
  
 All determinations made by the Exchange Rate Agent may be made by such agent in its sole discretion and, absent manifest error, shall be conclusive for
all purposes and binding on the Holder of this Security and the Company. The Exchange Rate Agent shall not have any liability therefor. 
  
 Unless otherwise specified on the face hereof, for all purposes of this Security, the term “Business Day” means, each Monday, Tuesday,
Wednesday, Thursday or Friday 
  

	 	(i)	that is not a day on which banking institutions in The City of New York generally are authorized or obligated by law, regulation or executive order to close;


  

 8 









	 	(ii)	if the Specified Currency for payment of principal of or interest on this Security is other than U.S. dollars or euros, that is also a day on which banking institutions in the
principal financial center of the country issuing such Specified Currency generally are not authorized or obligated by law, regulation or executive order to close; 

  

	 	(iii)	if the Specified Currency for payment of principal of or interest on this Security is euros, that is also a Euro Business Day; and 

  

	 	(iv)	solely with respect to any payment or other action to be made or taken at any Place of Payment outside The City of New York, that is a Monday, Tuesday, Wednesday, Thursday or Friday
that is not a day on which banking institutions in such Place of Payment generally are authorized or obligated by law, regulation or executive order to close. 

  
 “Euro Business Day” means any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System, or any successor system, is open for business. 
  
 “Euro-Zone” means, at any time, the region comprised of the EMU Countries. 
  
 With respect to any particular location, the close of
business or any day on which business is not being conducted shall be deemed to mean 5:00 P.M., New York City time, on that day. 
  
 References in this Security to U.S. dollars shall mean, as of any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America. 
  
 References in this Security to the euro shall mean, as of any time, the coin or currency (if any) that is then legal tender for the payment of public and private debts in all EMU Countries. 
  
 “EMU Countries” means, at any time, the
countries (if any) then participating in the European Economic and Monetary Union (or any successor union) pursuant to the Treaty on European Union of February 1992 (or any successor treaty), as it may be amended from time to time. 

 
 References in this Security to a particular currency
other than U.S. dollars and euros shall mean, as of any time, the coin or currency that is then legal tender for the payment of public and private debts in the country issuing such currency on the Original Issue Date. 
  
 3. Redemption at the Option of the Company; No Sinking Fund 
  
 Unless an Initial Redemption Date is specified on the face hereof, this
Security shall not be redeemable at the option of the Company before the Maturity Date. If an Initial Redemption Date is so specified, and unless otherwise specified on the face hereof, this Security is subject to redemption, in whole or from time
to time in part in increments of $1,000, upon not less than 30 days’ nor more than 60 days’ notice at any time and from time to time on or after the Initial Redemption Date, in each case as a whole or in part, at the election of the
Company and at the applicable Redemption Price, together with accrued interest to the Redemption Date, but interest installments due on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant record date, all as provided in the Indenture. “Redemption Price,” with respect to this Security, will initially mean a percentage, the Initial Redemption Percentage, of the
principal amount of this Security to be redeemed specified on the face hereof and shall decline at each anniversary of the Initial Redemption Date by a percentage, the Annual Redemption Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is 100 percent of such principal amount. 
  
 If this Security is a Global Security, in the event of redemption of this Global Security in part only, a new Global Security or Securities of this series
and of like tenor for the unredeemed portion of the principal hereof will be delivered to the Depositary upon the cancellation hereof. 
  
 Unless otherwise specified on the face hereof, this Security will not have a sinking fund. 
  

 9 








 4. Repayment at the Option of the Holder 
  
 Unless otherwise specified on the face hereof, this Security will not be subject to repayment at the option of the Holder.
Except as otherwise may be provided on the face hereof, if one or more Repayment Dates are specified on the face hereof, this Security will be repayable in whole or in part in increments of $1,000 or any other multiple of an Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for partial repayment shall at least equal an Authorized Denomination), on any such Repayment Date, in each case at the option of the Holder and at the applicable Repayment
Price specified on the face hereof (expressed as a percentage of the principal amount to be repaid), together with accrued interest to the applicable Repayment Date (but interest installments due on or prior to such Repayment Date will be payable to
the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date as provided in the Indenture). If this Security provides for more than one Repayment Date, and the Holder exercises
its option to elect repayment, the Holder shall be deemed to have elected repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied, and references herein to the applicable Repayment Date shall mean such
earliest Repayment Date. 
  
 In order for the exercise of such
option to be effective and this Security to be repaid, the Company must receive at the applicable address of the Trustee set forth below (or at such other place or places of which the Company shall from time to time notify the Holder of this
Security), on any Business Day not later than the 30th, and not earlier than the 60th, calendar day prior to the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), either
(i) this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc., a commercial bank or a trust company in the United States of America setting forth (a) the name, address and telephone number of the Holder of this Security, (b) the principal amount of this
Security and the amount of this Security to be repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating that the Company will receive this Security, with the form below entitled
“Option to Elect Repayment” duly completed and signed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (provided that this Security and form duly completed and signed are received
by the Company by such fifth Business Day). Any such election shall be irrevocable. The address to which such deliveries are to be made is The Bank of New York, Attention: Corporate Trust Division—Corporate Finance Unit, 101 Barclay Street,
21W, New York, New York 10286 (or at such other places as the Company or the Trustee shall notify the Holder of this Security). All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repayment
will be determined by the Company, whose determination will be final and binding. Notwithstanding the foregoing, (x) if this Security is a Global Security, the option of the Holder to elect repayment may be exercised in accordance with the
Applicable Procedures of the Depositary for this Security at least 30 calendar days prior to the applicable Repayment Date and (y) whether or not this Security is a Global Security, the option of the Holder to elect repayment may be exercised
in any such manner as the Company may approve. 
  
 5. Subordination

  
 The Indebtedness evidenced by this Security is, to the
extent provided in the Indenture, subordinate and junior in right of payment to the Company’s obligations to holders of Senior Indebtedness of the Company, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
  
 6. Remedies 
  
 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series (including
this Security and the interests represented hereby) may be 

  

 10 








 
declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal
of and any interest on the Securities of this series (including this Security and the interests represented hereby) shall terminate. 
  
 As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in
principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment of the principal of (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein. 
  
 No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and any interest on this Security at the times, places and rate, and in the coin or currency,
herein prescribed. 
  
 7. Modification and Waiver 
  
 The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of
the Securities of each series at the time Outstanding on behalf of the Holders of all Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holders of Outstanding Securities of this series shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and the Persons who are beneficial owners
of interests represented hereby, and of any Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 8. Transfer or Exchange 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Registered Securities of the series of which this
Security is a part may be registered on the Security Register of the Company, upon surrender of such Securities for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. 
  
 No service charge shall be made for any such registration of transfer or exchange of Securities as provided above, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of a Registered Security (including this Security) for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name 

  

 11 








 
such Security is registered as the owner thereof for all purposes, whether or not such Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary. 
  
 As provided
in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same. 
  
 The Securities
of this series (including this Security) shall be dated the date of their authentication. 
  
 9. Governing Law 
  
 This
Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
  

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 CUSIP NO.
                     
  
 ORIGINAL ISSUE DATE:                     

  
 WACHOVIA CORPORATION 
 SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES H 
  
 OPTION TO ELECT REPAYMENT 
  
 TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE 
 AT THE OPTION OF THE HOLDER AND THE HOLDER 
 ELECTS TO EXERCISE SUCH RIGHT 
  
 The undersigned hereby irrevocably requests and instructs the Company to
repay the Security referred to in this notice (or the portion thereof specified below) at the applicable Repayment Price, together with interest to the Repayment Date, all as provided for in such Security, to the undersigned, whose name, address and
telephone number are as follows: 
  

 (please print name of the undersigned) 
  

 (please print address of the undersigned) 
  

 (please print telephone number of the undersigned) 
  
 If such Security provides for more than one Repayment Date, the undersigned requests repayment on the earliest Repayment
Date after the requirements for exercising this option have been satisfied, and references in this notice to the Repayment Date mean such earliest Repayment Date. Terms used in this notice that are defined in such Security are used herein as defined
therein. 
  
 For such Security to be repaid the Company must
receive at the applicable address of the Trustee set forth below or at such other place or places of which the Company shall from time to time notify the Holder of such Security, on any Business Day not later than the 30th or earlier than the 60th
calendar day prior to the Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), (i) such Security, with this “Option to Elect Repayment” form duly completed and signed, or
(ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., a commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the Holder of such Security, (b) the principal amount of such Security and the amount of such Security to be repaid, (c) a statement that the option to elect repayment is being exercised
thereby and (d) a guarantee stating that such Security to be repaid with the form entitled “Option to Elect Repayment” on the addendum to the Security duly completed and signed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or letter (provided that such Security and form duly completed and signed are received by the Company by such fifth Business Day). The address to which such
deliveries are to be made is: 
  
 The Bank of New
York 
 Attention: Corporate Trust Division—Corporate Finance Unit 
 101 Barclay Street, 21W 
 New York, New York 10286 
  
 or at such other
place as the Company or the Trustee shall notify the holder of such Security. 
  

 13 








 If less than the entire principal amount of such Security is to be repaid, specify the portion thereof
(which shall equal any Authorized Denomination) that the Holder elects to have repaid: 
  

  
 and specify the denomination or denominations (which shall equal any Authorized Denomination)
of the Security or Securities to be issued to the Holder in respect of the portion of such Security not being repaid (in the absence of any specification, one Security will be issued in respect of the portion not being repaid): 
  

  

			
	 Date:                    
	 	  


	 	 	Notice: The signature to this Option to Elect Repayment must correspond with the name of the Holder as written on the face of such Security in every particular without alteration or enlargement
or any other change whatsoever.

  

 14 








 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations: 
  

					
	 TEN COM –
	 	 as tenants in common
	  	UNIF GIFT MIN ACT                  Custodian
                
	 TEN ENT –
	 	 as tenants by the entireties
	  	                                       
(Cust)                        (Minor)
	 JT TEN –
	 	as joint tenants with right of survivorship and not as tenants in common	  	 Under Uniform Gifts to Minors Act

	 	 	 	  	 
	 	 	 	  	

	 	 	 	  	(State)

  
 Additional abbreviations may also be used though not in the above list. 
  

  
 ASSIGNMENT 
  

  
 FOR VALUE RECEIVED, the undersigned hereby 
 sell(s), assign(s) and transfer(s) unto

  
 PLEASE INSERT SOCIAL SECURITY 
 OR OTHER IDENTIFYING NUMBER OF 
 ASSIGNEE 
  

  

 PLEASE PRINT OR TYPE NAME AND ADDRESS 
 INCLUDING ZIP CODE OF ASSIGNEE 
  

  
 the within Security and all rights
thereunder, hereby irrevocably constituting and appointing 
  
 attorney                 

  
 to transfer said Security on the books of the Company, with
full power of substitution in the premises. 
  

			
	 Dated:
                    
	 	  


	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.

  

 15