Elizabeth T. Davy, Esq. 

Sullivan & Cromwell LLP 

125 Broad Street 

BOARD OF GOVERNORS 

0 F" THE: 

FEDERAL RESERVE SYSTEM 

WASHINGTON, 0. C. 20551 

New York, New York 10004-2498 

Dear Ms. Davy: 

ADDRESS OFFICIAL CORRESPONDENCE 

TO THE BOARD 

April 13, 2006 

The Director of the Division of Banking Supervision and Regulation, with 

the concurrence of the General Counsel, pursuant to authority delegated by the Board of 

Governors, has approved the notice under section 4 of the Bank Holding Company Act 

(12 U.S.C. § 1843) by Wachovia Corporation ("Wachovia"), Charlotte, North Carolina, 

to engage on a limited basis in physical commodity trading activities. In approving the 

notice, the Director has determined that the proposed activities are complementary to a 

financial activity, do not pose a substantial risk to the safety or soundness of depository 

institutions or the financial system generally, and can reasonably be expected to produce 

benefits to the public that outweigh any potential adverse effects. 

In making this determination, the Director relied on all the information, 

representations, and commitments provided by Wachovia to the Board in connection 

with the notice. This determination is subject to all the conditions set forth in 

Regulation Y, including those in section 225.7 (12 CFR 225.7), and to the Board's 

authority to require modification or termination of the activities of a bank holding 

company or any of its subsidiaries as the Board finds necessary to ensure compliance 

with, or to prevent evasion of, the provisions and purposes of the BHC Act and the 

Board's regulations and orders issued thereunder. 

This approval is specifically conditioned on Wachovia's compliance with 

all the commitments it made to the Board in connection with the proposal, which are set 

forth in the attached appendix. These commitments and conditions shall be deemed to 
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be conditions imposed in writing by the Board in connection with the notice and this 

approval and, as such, may be enforced in proceedings under applicable law. 

Attachment 

Sincerely yours, 

Robert deV. Frierson 

Deputy Secretary of the Board 

cc: Federal Reserve Bank of Richmond 
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Appendix 

Commitments 

1. Wachovia Corporation ("Wachovia") and each of its subsidiaries engaged in physical 

commodity trading activities (collectively, "Notificants") commit to the Board of 

Governors of the Federal Reserve System ("Board") that they will limit the aggregate 

market value of physical commodities that they and any of their subsidiaries hold at any 

one time to 5 percent ofWachovia's tier 1 capital. Notificants will include in this 

5 percent limit the market value of any physical commodities they hold as a result of a 

failure of reasonable efforts to avoid taking delivery in commodities transactions 

conducted pursuant to section 225.28(b)(8)(ii)(B) of Regulation Y. In addition, 

Notificants agree to notify the Federal Reserve Bank of Richmond if the aggregate 

market value of commodities held by them under the approval exceeds 4 percent of 

Wachovia's tier 1 capital. 

2. Notificants commit to the Board that they will take and make physical delivery only 

of physical commodities for which derivative contracts have been authorized for trading 

on U.S. futures exchanges by the Commodity Futures Trading Commission or other 

commodities that have been specifically authorized by the Board. 

3. Notificants commit to the Board that they will not own, invest in, or operate facilities 

for the extraction, transportation, storage, or distribution of commodities. 

4. Notificants commit to the Board that they will act solely as financial intermediaries 

in the physical commodities market and will not process, refine, or otherwise alter a 

physical commodity itself. Notificants will contract with a third party for any services 

that they need in connection with the handling of any commodity. 

5. Notificants commit to the Board that they will not store or transport physical 

commodities on their own but will only use storage and transportation facilities owned 

and operated by third parties. Notificants will enter into service agreements only with 

accredited, reputable independent third party facilities. 

Notificants agree that the foregoing commitments are deemed to be conditions imposed 

in writing by the Board in connection with its findings and decision on the notice filed 

by Wachovia to engage in physical commodity trading activities under section 225.89 of 

Regulation Y and, as such, may be enforced in proceedings under applicable law.