Amendment No. 1 to Amended and Restated Employment Agreement



 Exhibit (10)(b) 
  
 AMENDMENT NO. 1 TO 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
  
 This
Amendment No. 1 dated December 20, 2005 (the “Amendment”), to the Amended and Restated Employment Agreement initially dated October 19, 1984 which was last amended and restated as of January 17, 1996 (as amended and
restated prior to the date hereof, the “Employment Agreement”) made and entered into by and between Wachovia Corporation (the “Company”), as successor by merger to SouthTrust Corporation, and Wallace D. Malone, Jr. (the
“Employee”); 
  
 RECITALS 
  
 WHEREAS, Section 409A of the Internal Revenue Code (as amended, the
“Code”) requires delayed commencement of payments to “key employees” in order to avoid a prohibited payment under Code Section 409A(a)(2); 
  
 WHEREAS, the Employee has been and it is contemplated that the Employee will continue to be designated as a “key
employee” of the Company as that term is defined under Code Section 416(i); 
  
 WHEREAS, the Company and the Employee desire to amend the Employment Agreement in order to comply with the requirements of Code Section 409A and the rules promulgated thereunder and provide for a Code
Section 409A(a)(2) deferral period as necessary to avoid a prohibited payment and prevent any imposition of certain tax penalties on the Employee; 
  
 NOW, THEREFORE, the Company and Employee mutually agree as follows: 
  
 1. The following new Section 16 is added immediately following Section 15: 
  
 “16. Delayed Payment Date. Notwithstanding any provision to the
contrary in this Agreement, if the Employee is deemed at the time to be a “key employee” within the meaning of that term under Internal Revenue Code Section 416(i) and such delayed commencement is otherwise required in order to avoid
a prohibited distribution under Internal Revenue Code Section 409A(a)(2), no payments or benefits to which the Employee otherwise becomes entitled under this Agreement shall be made or provided to the Employee prior to the earlier of
(i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service” (as such term is defined in Treasury Regulations issued under Internal Revenue Code Section 409A) or
(ii) the date of the Employee’s death. Upon the expiration of the applicable Internal Revenue Code Section 409A(a)(2) deferral period referred to in the preceding sentence, all payments and benefits deferred pursuant to this
Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.” 







 2. All provisions of the Employment Agreement not affected by this Amendment shall remain in full force
and effect and shall continue to be binding obligations of both parties hereto. Capitalized terms used in this Amendment but not defined herein shall have the meanings assigned thereto in the Employment Agreement. 
  
 3. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
  
 [Signatures appear on following page.] 







 IN WITNESS WHEREOF, the Company has caused this Amendment to the Employment Agreement to be executed and
delivered by its duly authorized officer, and the Employee has executed and delivered this Amendment to the Employment Agreement as of the date written above. 
  

			
	WACHOVIA CORPORATION	 	[SEAL]                                      
  

  

					
	 	 	 	 	ATTEST:
			
	By:	 	 /s/ G. Kennedy Thompson

	 	 /s/ Mark C. Treanor


	Name:	 	G. Kennedy Thompson	 	Mark C. Treanor
	Title:	 	Chief Executive Officer	 	Secretary

  

					
	EMPLOYEE	 	 
			
	 /s/ Wallace D. Malone, Jr.

	 	(SEAL)                        	 	 
	 Wallace D. Malone, Jr.