SUMMARY

       This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus. As a result, it does not contain all of the information that may be important to you or that you should consider before investing in the WITS or any of their component securities. You should read this entire prospectus, including the “Risk Factors” section and the documents incorporated by reference, which are described under “Where You Can Find More Information.”

Wachovia Corporation

       Wachovia is a financial holding company organized under the laws of North Carolina and registered under the Bank Holding Company Act. Wachovia has approximately 3,100 full service financial centers, more than 700 retail brokerage offices and approximately 5,100 ATM locations. Wachovia offers a comprehensive line of consumer and commercial banking products and services, personal and commercial trust, investment advisory, insurance, securities brokerage, investment banking, mortgage, credit card, cash management, international banking and other financial services.

       At September 30, 2005, Wachovia had consolidated total assets of approximately $532 billion, consolidated total deposits of approximately $320 billion and consolidated stockholders’ equity of approximately $47 billion. Based on total assets at September 30, 2005, Wachovia was the fourth largest bank holding company in the United States.

       Wachovia’s principal executive office is: Wachovia Corporation, 301 South College Street, Charlotte, North Carolina 28288, telephone number: (704) 374-6782.

Wachovia Capital Trust III

       Wachovia Capital Trust III, or “Trust,” is a perpetual statutory trust created under Delaware law. The Trust exists for the exclusive purposes of:

       The Trust’s business and affairs will be conducted by its trustees, each appointed by us as sponsor of the Trust. The trustees will be U.S. Bank National Association, as the “Property Trustee,” U.S. Bank Trust National Association, as the “Delaware Trustee,” and two or more individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with us.

       The principal executive office of the Trust is c/o Wachovia Corporation, 301 South College Street, Charlotte, North Carolina 28288, telephone number: (704) 374-6782.

The Offering

       This summary includes questions and answers that highlight selected information from this prospectus to help you understand the WITS, the Junior Subordinated Notes and the Preferred Stock.

What are the WITS?

       The WITS and the common securities issued concurrently by the Trust to us, or “Trust Common Securities,” represent beneficial interests in the Trust. The Trust’s assets consist solely of:

Each holder of WITS will have a beneficial interest in the Trust but will not own any specific Junior Subordinated Note, Stock Purchase Contract, substituted treasury security, deposit or share of Preferred Stock. However, the Trust Agreement under which the Trust operates defines the financial entitlements of each class of beneficial interests in the Trust in a manner that causes those financial entitlements to correspond to the financial entitlements of the Trust in the assets of the Trust that are the “corresponding assets” for such class.

       The Trust will issue the WITS in three classes that will correspond to different assets of the Trust. Each WITS will have a liquidation amount of $1,000. At completion of the offering, the only beneficial interests in the Trust that will be outstanding are the Normal WITS offered by this prospectus and the Trust Common Securities. The two other classes of beneficial interests that the Trust may issue, “Stripped WITS” and “Capital WITS,” may be issued only in connection with an exchange for Normal WITS as described under “What are Stripped WITS and Capital WITS, and how can I exchange Normal WITS for Stripped WITS and Capital WITS?”

       The WITS sold in the offering are called the 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities, or “Normal WITS,” and each represents a beneficial interest in the Trust initially corresponding to the following Trust assets:

After the Stock Purchase Date, each Normal WITS will correspond to 1/100th of a share of Preferred Stock held by the Trust.

       The following diagram shows the transactions that will happen on the day that the Trust issues the Normal WITS in the offering:

       After the offering, you will have the right to exchange your Normal WITS and certain U.S. treasury securities for Stripped WITS and Capital WITS by substituting pledged treasury securities for the pledged Junior Subordinated Notes. You will be able to exercise this right on any business day until the Stock Purchase Date, other than on a day in March, June, September or December that is on or after the first day of the month through the 15th day of the month (or the next business day if the 15th day is not a business day) or from 3:00 P.M., New York City time, on the second business day before any Remarketing Date and until the business day after that Remarketing Date. You will also not be able to exercise this right at any time after a successful Remarketing. We refer to periods during which exchanges are permitted as “Exchange Periods” and we explain how Remarketing works and when it may occur under “What is a Remarketing?” A “business day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York, Charlotte, North Carolina or Wilmington, Delaware are permitted or required by any applicable law to close.

       Each Stripped WITS will be a beneficial interest in the Trust corresponding to a 1/100th interest in a Stock Purchase Contract and the substituted treasury securities, and each Capital WITS will be a beneficial interest in the Trust corresponding to a Junior Subordinated Note with a principal amount of $1,000. We describe the exchange process and the Stripped WITS in more detail under “What are Stripped WITS and Capital WITS, and how can I exchange Normal WITS for Stripped WITS and Capital WITS?”

       Unless indicated otherwise, as used in this prospectus “WITS” will include Normal WITS, Stripped WITS and Capital WITS.

What are the Stock Purchase Contracts?

       Each Stock Purchase Contract consists of an obligation of the Trust to purchase, and us to sell, a share of our Preferred Stock on the Stock Purchase Date for $100,000, as well as our obligation to pay periodic contract payments, or “Contract Payments,” to the Trust as described below. To secure its obligation under each Stock Purchase Contract to purchase a share of Preferred Stock from us on the Stock Purchase Date, the Trust will pledge either Junior Subordinated Notes (which after the Remarketing Settlement Date will be replaced by a deposit with Wachovia Bank, N.A., payable on the Stock Purchase

Date and bearing interest at 4.90% per annum) or Qualifying Treasury Securities with an aggregate principal amount equal to the stated amount of $100,000 of the corresponding Stock Purchase Contract.

       We will make Contract Payments on each Regular Distribution Date through the Stock Purchase Date at the annual rate of 0.60% of the stated amount of $100,000 per Stock Purchase Contract. We explain what the Regular Distribution Dates are under “What distributions or payments will be made to holders of the Normal WITS, Stripped WITS and Capital WITS?” The Trust will distribute these Contract Payments when received to each holder of Normal WITS and Stripped WITS in an amount equal to 1/100th of each Contract Payment received on a Stock Purchase Contract for each Normal WITS or Stripped WITS. We may defer the Contract Payments until no later than the Stock Purchase Date. If we defer any of these payments, we will accrue interest on the deferred amounts at the initial rate per annum applicable to the Junior Subordinated Notes. We will pay the deferred amounts on the Stock Purchase Date to the Trust in the form of subordinated notes, as described under “When can the Trust defer or skip distributions on the WITS?” The Trust will in turn distribute each payment of interest on, or principal of, these subordinated notes to the holders of Normal WITS and Stripped WITS as received.

What are the basic terms of the Junior Subordinated Notes?

       Maturity and Redemption. The maturity date of the Junior Subordinated Notes is initially March 15, 2042. We may from time to time redeem Junior Subordinated Notes, in whole or in part, at any date on or after March 15, 2015, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including deferred interest (if any), to the date of redemption. In connection with a Remarketing, we may change the date after which we may redeem Notes to a later date or change the redemption price; provided that no redemption price may be less than the principal plus accrued and unpaid interest (including additional interest) on the Junior Subordinated Notes. In connection with a Remarketing, we may also move up the maturity date to any time on or after March 15, 2015.

       Subordination. Our obligations to pay interest and premium (if any) on, and principal of, the Junior Subordinated Notes are subordinate and junior in right of payment and upon liquidation to all our senior and subordinated indebtedness, whether now outstanding or subsequently incurred, including all of our indebtedness for money borrowed, including junior subordinated notes underlying our trust preferred securities currently outstanding and other subordinated indebtedness that is not by its terms expressly made pari passu with or junior to the Junior Subordinated Notes, indebtedness evidenced by bonds, debentures, notes or similar instruments, similar obligations arising from off-balance sheet guarantees and direct credit substitutes, obligations associated with derivative products including but not limited to interest rate and foreign exchange contracts and foreign contracts relating to mortgages, commodity contracts, capital lease obligations and guarantees of any of the foregoing, but not including trade accounts payable and accrued liabilities arising in the ordinary course of business, which will rank equally in right of payment and upon liquidation with the Junior Subordinated Notes. We refer to our obligations to which the Junior Subordinated Notes are subordinate as our “senior debt.” All liabilities of our subsidiaries, including trade accounts payable and accrued liabilities arising in the ordinary course of business, are effectively senior to the Junior Subordinated Notes to the extent of the assets of such subsidiaries. As of September 30, 2005, our outstanding debt with respect to money borrowed (excluding all of the liabilities of our subsidiaries) that would rank senior to the Junior Subordinated Notes was approximately $29 billion and the liabilities of our subsidiaries that would effectively rank senior to the Junior Subordinated Notes were approximately $586 billion. Because of the subordination, if we become insolvent, holders of senior debt may receive more, ratably, and holders of the Junior Subordinated Notes having a claim pursuant to those securities may receive less, ratably, than our other creditors. This type of subordination will not prevent an event of default from occurring under the Indenture in connection with the Junior Subordinated Notes. The Indenture places no limitation on the amount of senior debt that we may incur. We expect from time to time to incur additional indebtedness and other obligations constituting senior debt. As described under “What is an Early Remarketing?”, after the first Remarketing attempt in an Early Remarketing we may remarket the Junior Subordinated Notes as senior debt.

       Interest Payments. We will pay interest on the Junior Subordinated Notes semi-annually on each March 15 and September 15, at a rate equal to 5.20% per annum. We will also pay interest on the Junior Subordinated Notes on the Stock Purchase Date, if not otherwise an interest payment date, if they have not been successfully remarketed prior thereto, as described under “What is a Remarketing?” We will have the right under the Indenture to defer the payment of interest on the Junior Subordinated Notes at any time or from time to time as described under “When can the Trust defer or skip distributions on the WITS? — Interest on Junior Subordinated Notes.” In the case that any date on which interest is payable on the Junior Subordinated Notes is not a business day, then payment of the interest payable on that date will be made on the next succeeding day that is a business day. However, no interest or other payment shall be paid in respect of the delay.

       If on the Stock Purchase Date any interest accrued on the Junior Subordinated Notes has not been paid in cash and there is a Failed Remarketing, we will pay the Trust the deferred interest on the Stock Purchase Date in subordinated notes that have a principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date, mature on March 15, 2014, bear interest at a rate per annum equal to the rate of interest then in effect on the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior debt on the same basis as the Junior Subordinated Notes and are redeemable by us at any time prior to their stated maturity. The Trust will in turn distribute each payment of interest on, or principal of, these subordinated notes to the holders of Normal WITS and Capital WITS as received.

       Alternative Payment Mechanism. We will covenant in the Indenture that, if we defer payment of interest on any interest payment date on or prior to the Stock Purchase Date:

       We refer to these provisions as the “Alternative Payment Mechanism.”

       Our failure to raise sufficient eligible equity proceeds or our use of other sources to fund interest payments would be a breach of our obligations under the Junior Subordinated Notes, but would not be an event of default under the Indenture. However, an event of default under the Indenture will occur if we fail to pay all accrued and unpaid interest on the Junior Subordinated Notes at the end of the deferral period.

       Notwithstanding the foregoing, if we are required to conduct a sale of shares of our common stock and/or non-cumulative perpetual preferred stock in order to pay amounts due and payable under any instruments or other securities that rank pari passu as to interest or distributions with the Junior Subordinated Notes, then we will apply such proceeds to deferred interest payments on the Junior Subordinated Notes, on the one hand, and such other pari passu securities, on the other hand, on a ratable basis in proportion to the total amounts that are due on the Junior Subordinated Notes and such securities before we shall be relieved of our obligation to conduct the sale of shares of our common stock and/or non-cumulative perpetual preferred stock and apply the proceeds thereof to such securities.

       Events of Default. If an event of default under the Indenture occurs and continues, the Indenture Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Junior Subordinated Notes may declare the entire principal and all accrued but unpaid interest of all Junior Subordinated Notes to be due and payable immediately. If the Indenture Trustee or the holders of Junior Subordinated Notes do not make such declaration and the Junior Subordinated Notes are beneficially owned by the Trust or a trustee of the Trust, the Property Trustee or the holders of at least 25% in aggregate liquidation amount of the Capital WITS and, if such default occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the holders of the Normal WITS shall have such right. An “event of default” when used in the Indenture means any of the following:

       Events of default do not include the breach of any other covenant in the Junior Subordinated Notes or the Indenture and, accordingly, the breach of any other covenant would not entitle the Indenture Trustee or holders of the Junior Subordinated Notes to declare the Junior Subordinated Notes due and payable.

       Pledge of Junior Subordinated Notes. The Trust will pledge Junior Subordinated Notes with an aggregate principal amount equal to the liquidation amount of the Normal WITS and Trust Common Securities to secure its obligations under the Stock Purchase Contracts. After the creation of Stripped WITS and Capital WITS, the Trust will also hold Junior Subordinated Notes that are not pledged with an aggregate principal amount equal to the liquidation amount of the Capital WITS. The pledged Junior Subordinated Notes and related Stock Purchase Contracts are corresponding assets for Normal WITS and Trust Common Securities and the Junior Subordinated Notes that are not pledged are corresponding assets for the Capital WITS. JPMorgan Chase Bank, National Association will hold the pledged Junior Subordinated Notes and Qualifying Treasury Securities as collateral agent, or “Collateral Agent,” for us and the other Junior Subordinated Notes as custodial agent, or “Custodial Agent,” for the Trust.

What are the basic terms of the Preferred Stock?

       Dividends. The holder of Preferred Stock after the Stock Purchase Date will be the Trust unless the Trust is dissolved. The Trust, as the sole holder of the Preferred Stock so long as the Normal WITS are outstanding, will make distributions on the Normal WITS out of the dividends received on the Preferred Stock. Non-cumulative cash dividends will be payable if, as and when declared by our board of directors, on the following dates, or “Dividend Payment Dates”: (1) if the Preferred Stock is issued prior to March 15, 2011, semi-annually in arrears on each March 15 and September 15 through March 15, 2011 and (2) from and including the later of March 15, 2011 and the date of issuance, quarterly in arrears on each March 15, June 15, September 15 and December 15 (or, in the case of this clause (2) if such day is not a business day, the next business day). We refer to the period from and including the date of issuance of the Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date as a “Dividend Period.” For any Dividend Period ending prior to March 15, 2011, dividends will accrue at a rate per annum equal to 5.80%, which is the same rate as the combined rate at which Contract Payments and interest on the Junior Subordinated Notes would have accrued, and for any Dividend Period ending after March 15, 2011, dividends will accrue at a rate per annum equal to the greater of (x) Three-Month LIBOR for the related Dividend Period plus 0.93% and (y) 5.56975%. “Three-Month LIBOR” will be the offered rate

per annum for three-month deposits in U.S. dollars as that rate appears on Moneyline Telerate page 3750 as of 11:00 A.M., London time, on the second London business day immediately preceding the first day of the Dividend Period, except as otherwise determined by the calculation agent in the manner described under “Description of the Preferred Stock — Dividends.” In the case that any date on which dividends are payable on the Preferred Stock is not a business day, then payment of the dividend payable on that date will be made on the next succeeding day that is a business day. However, no interest or other payment shall be paid in respect of the delay.

       Ranking. With respect to the payment of dividends and amounts upon liquidation, the Preferred Stock will rank equally with any other class or series of our stock that ranks on a par with the Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of Wachovia, if any, which we refer to as “Parity Stock,” and will rank senior to our common stock and any other class or series of our stock over which the Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of Wachovia, which we also refer to as “Junior Stock.” In particular, during a Dividend Period no dividend will be paid or declared and no distribution will be made on any Junior Stock, other than a dividend payable solely in Junior Stock, no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as a result of reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by us, and no shares of Parity Stock shall be purchased, redeemed or otherwise acquired for consideration by us otherwise than pursuant to offers to purchase all, or a pro rata portion, of the Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, unless full dividends for such Dividend Period on all outstanding shares of Preferred Stock have been paid or declared and a sum sufficient for the payment thereof set aside.

       No Maturity. The Preferred Stock does not have any maturity date, and we are not required to redeem the Preferred Stock. Accordingly, once issued pursuant to the Stock Purchase Contracts, the Preferred Stock will remain outstanding indefinitely, unless and until we decide to redeem it.

       Redemption. Subject to a covenant in favor of certain debtholders limiting our right to repurchase WITS or to redeem or repurchase shares of Preferred Stock described under “What is the maturity of the WITS, and may the Trust redeem the WITS?”, so long as full dividends on all outstanding shares of Preferred Stock for the then-current Dividend Period have been paid or declared and a sum sufficient for the payment thereof set aside, we may redeem the Preferred Stock in whole or in part at any time on or after the later of March 15, 2011 and the Stock Purchase Date. Any such redemption shall be at the redemption price of $100,000 per share plus dividends that have been declared but not paid plus accrued and unpaid dividends for the then-current Dividend Period to the redemption date. The redemption price will not include any undeclared dividends for prior Dividend Periods. The holders of Preferred Stock will not have any right to require the redemption or repurchase of the Preferred Stock. If the Trust is the holder of the Preferred Stock at such redemption, it will also redeem the Normal WITS as described in “What is the maturity of the WITS, and may the Trust redeem the WITS?”

       Voting. Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting stockholders, although holders will have the right to vote as a class on certain fundamental matters that may affect the preference or special rights of the Preferred Stock.

       Liquidation. In the event of Wachovia’s voluntary or involuntary liquidation, dissolution or winding-up, the holders of the Preferred Stock at the time outstanding will be entitled to receive a liquidating distribution in the amount of the liquidation preference of $100,000 per share, or “Liquidation Preference,” plus any authorized, declared and unpaid dividends for the then-current Dividend Period to the date of liquidation, out of our assets legally available for distribution to our stockholders, before any distribution is made to holders of our common stock or any other Junior Stock and subject to the rights of the holders of any Parity Stock or any class or series of securities ranking senior to the Preferred Stock

upon liquidation and the rights of our depositors and other creditors. After the full amount of the Liquidation Preference is paid, the holders of Preferred Stock will not be entitled to any further participation in any distribution of our assets.

What are Stripped WITS and Capital WITS, and how can I exchange Normal WITS for Stripped WITS and Capital WITS?

       After the offering, you may consider it beneficial either to hold Capital WITS, which correspond only to Junior Subordinated Notes but not to Stock Purchase Contracts, or to realize income from their sale. These investment choices are facilitated by exchanging Normal WITS and certain U.S. treasury securities for Stripped WITS and Capital WITS. At your option, at any time during an Exchange Period, you may elect to exchange Normal WITS for Stripped WITS and Capital WITS by substituting certain U.S. treasury securities, which we refer to as “Qualifying Treasury Securities,” for the pledged Junior Subordinated Notes. See “Description of the WITS — Exchanging Normal WITS and Qualifying Treasury Securities for Stripped WITS and Capital WITS.” The Trust will pledge the substituted Qualifying Treasury Securities to secure its obligations under the Stock Purchase Contracts corresponding to the Stripped WITS and the Collateral Agent will release the pledged Junior Subordinated Notes from the pledge, but they will continue to be property of the Trust corresponding to the Capital WITS.

       Each Stripped WITS will have a liquidation amount of $1,000 and will initially be a beneficial interest in the Trust corresponding to:

       On the Stock Purchase Date, the Trust will use the proceeds of the Qualifying Treasury Securities to satisfy its obligations under the Stock Purchase Contracts corresponding to the Stripped WITS, as a result of which each Stripped WITS, like each Normal WITS, will represent a 1/100th interest in a share of Preferred Stock held by the Trust. On the next business day, each Stripped WITS will automatically, without any action by holders being necessary, be and become a Normal WITS with the same liquidation amount. If, however, there has been a Failed Remarketing, as described under “What happens if the Remarketing Agent cannot remarket the Junior Subordinated Notes for settlement on or before February 15, 2012?”, and we have paid deferred interest on the Junior Subordinated Notes on the Stock Purchase Date in additional notes, as described under “When can the Trust defer or skip distributions on the WITS?”, the Stripped WITS will not become Normal WITS until we have paid all amounts due on these additional notes.

       Each Capital WITS will have a liquidation amount of $1,000 and will represent a beneficial interest in the Trust corresponding to a Junior Subordinated Note with a principal amount of $1,000. The Trust will not pledge the Junior Subordinated Notes that are the corresponding assets for the Capital WITS to secure its obligations under Stock Purchase Contracts.

       After you have exchanged Normal WITS and Qualifying Treasury Securities for Stripped WITS and Capital WITS, you may exchange them back into Normal WITS during any Exchange Period. In that event, Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital WITS will be substituted under the pledge for the same principal amount of Qualifying Treasury Securities, which will be released from the pledge and delivered to you. If you elect to exchange Normal WITS and Qualifying Treasury Securities for Stripped WITS and Capital WITS, or vice versa, you will be responsible for any related fees or expenses incurred by the Trust, the Collateral Agent, the Custodial Agent or the Transfer Agent.

       The following diagrams illustrate the exchange of Normal WITS and Qualifying Treasury Securities for Stripped WITS and Capital WITS and vice versa:

What distributions or payments will be made to holders of the Normal WITS, Stripped WITS and Capital WITS?

       General. The Normal WITS, Stripped WITS and Capital WITS are beneficial interests in the Trust, with the financial entitlements of each such class corresponding to the financial entitlements of the Trust in the corresponding assets for such class. Accordingly, the Trust will make distributions on Normal WITS, Stripped WITS and Capital WITS only when and to the extent it has funds on hand available to make such distributions from receipt of payments on the corresponding assets for each respective class. Similarly, if we exercise our right to defer payment of interest on Junior Subordinated Notes or Contract Payments, or to skip dividends on the Preferred Stock once issued, the Trust will defer or skip corresponding distributions on the Normal WITS, Stripped WITS and Capital WITS, as applicable.

       The distribution dates for Normal WITS and Stripped WITS, which we call “Regular Distribution Dates,” are:

provided that the last Regular Distribution Date for the Stripped WITS shall be the Stock Purchase Date.

       The distribution dates for Capital WITS, which we call “Capital WITS Distribution Dates,” are:

       Also, prior to the Stock Purchase Date, the Trust will make additional distributions on the Stripped WITS relating to the Qualifying Treasury Securities quarterly on each March 15, June 15, September 15 and December 15, or if any such date is not a business day, the next business day, or “Additional Distribution Date,” or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable, commencing with the first such day after Stripped WITS are outstanding.

       We use the term “Distribution Date” to mean a Regular Distribution Date, a Capital WITS Distribution Date or an Additional Distribution Date. A “Distribution Period” is (i) with respect to Normal WITS, Stripped WITS and Trust Common Securities, each period of time beginning on a Regular Distribution Date (or the date of original issuance in the case of the Distribution Period ending in March 2006) and continuing to but not including the next succeeding Regular Distribution Date for such class; and (ii) with respect to Capital WITS, each period of time beginning on a Capital WITS Distribution Date (or the date of original issuance of the WITS in the case of the Distribution Period ending in March 2006) and continuing to but not including the next succeeding Capital WITS Distribution Date. When a Distribution Date is not a business day, the Trust will make the distribution on the next business day without interest.

       Distributions made for periods prior to the later of March 15, 2011 and the Stock Purchase Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and distributions for periods beginning on or after such date will be calculated on the basis of a 360-day year and the number of days actually elapsed.

       Normal WITS. Distributions on Normal WITS will be payable on each Regular Distribution Date:

       The distributions paid on any Regular Distribution Date will include any additional amounts or deferred interest amounts received by the Trust on the Junior Subordinated Notes or deferred Contract Payments received by the Trust on Stock Purchase Contracts, in each case that are corresponding assets for the Normal WITS, as well as payments of interest on and principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes or deferred Contract Payments. See “When can the Trust defer or skip distributions on the WITS?”

       Stripped WITS. Distributions on Stripped WITS will be payable on each Regular Distribution Date on or prior to the Stock Purchase Date:

       The distributions paid on any Regular Distribution Date will include any deferred Contract Payments received by the Trust on Stock Purchase Contracts that are corresponding assets for the Stripped WITS. The Trust will also distribute to holders of Stripped WITS a pro rata portion of each payment received in respect of interest on or principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred Contract Payments.

       Additionally, on each Additional Distribution Date (or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable), each holder of Stripped WITS will also receive a pro rata distribution from the Trust of the amount by which the proceeds of the Qualifying Treasury Securities pledged by the Trust in respect of Stock Purchase Contracts maturing at least one business day prior to such date exceed the amount required to purchase replacement Qualifying Treasury Securities. We refer to these distributions as “Excess Proceeds Distributions.”

       Capital WITS. Distributions on Capital WITS will be payable on each Capital WITS Distribution Date prior to the Stock Purchase Date at the annual rate of 5.20%, accruing for each Capital WITS from the Capital WITS Distribution Date immediately preceding its issuance.

       On and after the Remarketing Settlement Date or, in the event of a Failed Remarketing, the Stock Purchase Date, holders of Capital WITS will be entitled to receive distributions on the dates and in the amounts that we pay interest on the Junior Subordinated Notes, as described above under “What are the basic terms of the Junior Subordinated Notes?” The distributions paid on any distribution date for the Capital WITS will include any additional amounts or deferred interest amounts received by the Trust on the Junior Subordinated Notes that are corresponding assets for the Capital WITS, as well as payments of interest on and principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes in the event of a Failed Remarketing.

       If we successfully remarket the Junior Subordinated Notes as described below under “What is a Remarketing?” and you do not elect to dispose of your Capital WITS in connection with the Remarketing, any changes we make to the interest rate and interest payment dates for the Junior Subordinated Notes will be reflected in the distribution rate and distribution payment dates applicable to the Capital WITS. As mentioned above under “What are the basic terms of the Junior Subordinated Notes?”, the Trust will redeem the Capital WITS in exchange for Junior Subordinated Notes promptly after the Remarketing Settlement Date.

When can the Trust defer or skip distributions on the WITS?

       The Trust will make distributions on each class of WITS only to the extent it has received payments on the corresponding assets of such class — that is, interest payments on the Junior Subordinated Notes, Contract Payments on the Stock Purchase Contracts and dividends on the Preferred Stock. Accordingly, the Trust will defer or skip distributions on any class of WITS whenever we are deferring payments on the assets that correspond to that class. Thus, if we are deferring Contract Payments at any time prior to the Stock Purchase Date, the Trust will defer that portion of the distributions on the Normal WITS and Stripped WITS that corresponds to the Contract Payments. Similarly, if we are deferring interest payments on the Junior Subordinated Notes, the Trust will defer that portion of the distributions on the Normal WITS (prior to the Remarketing Settlement Date) that corresponds to the interest payments, and will defer the distributions on the Capital WITS. If we skip any dividend on the Preferred Stock, the Trust will skip the corresponding distribution on Normal WITS after the Stock Purchase Date. The Trust will not be entitled to defer Excess Proceeds Distributions on the Stripped WITS. Since the Preferred Stock is non-cumulative, the Trust will not make a distribution on the Normal WITS on any Distribution Date to the extent we do not declare and pay a dividend on the Preferred Stock, and you will have no entitlement to receive these distributions at a later date.

       Stock Purchase Contracts. We may, at our option, and will if so directed by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Richmond, or any successor Federal bank regulatory agency having primary jurisdiction over us, collectively referred to as “Federal Reserve,” defer Contract Payments. We may elect, and will elect if so directed by the Federal Reserve, to defer payments on more than one occasion, but in no event may we defer payments beyond the Stock Purchase Date. Deferred Contract Payments will accrue interest until paid, compounded on each Regular Distribution Date, at the rate per annum originally applicable to the Junior Subordinated Notes. If we elect to defer Contract Payments on the Stock Purchase Contracts until the Stock Purchase Date, then we will pay the Trust the deferred Contract Payments on the Stock Purchase Date in subordinated notes that have a principal amount equal to the aggregate amount of deferred Contract Payments as of the Stock Purchase Date, mature on March 15, 2014, bear interest at a rate per annum equal to the rate of interest originally applicable to the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior debt on the same basis as the Contract Payments and are redeemable by us at any time prior to their stated maturity.

       Interest on Junior Subordinated Notes. We may, at our option, and will if so directed by the Federal Reserve, defer the interest payments due on the Junior Subordinated Notes at any time and from time to time. We may elect to defer interest payments on more than one occasion. Deferred interest will accrue additional interest, compounded on each Regular Distribution Date, from the relevant interest payment date during any deferral period, at the rate borne by the Junior Subordinated Notes at such time, to the extent permitted by applicable law. We may not defer interest payments that we are otherwise obligated to pay in cash for any period of time that exceeds seven years with respect to any deferral period or that extends beyond the maturity date of the Junior Subordinated Notes. If on the Stock Purchase Date any interest accrued on the Junior Subordinated Notes has not been paid in cash and there is a Failed Remarketing then we will pay the Trust the deferred interest on the Stock Purchase Date in subordinated notes that have a principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date, mature on March 15, 2014, bear interest at a rate per annum equal to the rate of interest then in effect on the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior debt on the same basis as the Junior Subordinated Notes and are redeemable by us at any time prior to their stated maturity. Subject to certain exceptions, we covenant in the Indenture that if we defer interest on any interest payment date on or prior to the Stock Purchase Date, we will pay that deferred interest only out of proceeds of shares of our common stock or our non-cumulative perpetual preferred stock we receive during the 180 days prior to the date we pay such deferred interest, but our use of other sources to fund interest payments would not be an event of default under the Indenture notwithstanding that it would be a breach of this covenant. See “What are the basic terms of the Junior Subordinated Notes? — Alternative Payment Mechanism.”

       Restrictions Resulting from a Deferral. Subject to certain exceptions as described under “Description of the Junior Subordinated Notes — Restrictions on Certain Payments, Including on Deferral of Interest,” during any period in which we defer interest payments on the Junior Subordinated Notes or Contract Payments on the Stock Purchase Contracts, including any period prior to the payment in full of any subordinated notes that we may issue on the Stock Purchase Date in respect of deferred interest or deferred Contract Payments, in general we cannot:

       If we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. See “Certain U.S. Federal Income Tax Consequences.”

       Dividends on Preferred Stock. We may pay a partial dividend or skip a dividend on the Preferred Stock at any time. Whenever we pay a partial dividend or skip a dividend on the Preferred Stock for any Dividend Period, during that Dividend Period we may not pay or declare a dividend, or make a distribution, on any Junior Stock, other than a dividend payable solely in Junior Stock, or repurchase, redeem or otherwise acquire for consideration, directly or indirectly, any Junior Stock (other than as a result of reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor will we pay to or make available any monies for a sinking fund for the redemption of any such securities, and we will not purchase, redeem or otherwise acquire for consideration shares of other stock ranking equally as to dividends with the Preferred Stock and having the same restrictions on the declaration and payment of dividends as the Preferred Stock other than pursuant to offers to purchase all, or a pro rata portion, of the Preferred Stock and such other stock except by conversion into or exchange for Junior Stock.

What is the maturity of the WITS, and may the Trust redeem the WITS?

       The WITS have no stated maturity. The Trust must redeem the Normal WITS upon redemption of the Preferred Stock and it must redeem the Capital WITS in kind in exchange for Junior Subordinated Notes or for cash (if you have so elected) in connection with a successful Remarketing. The consequences of an unsuccessful Remarketing are described under “Are there limitations on our or the Trust’s right to redeem or repurchase the WITS?” The redemption price of each WITS will equal the liquidation amount of such WITS plus accumulated and unpaid distributions to but excluding the redemption date. The Property Trustee will give not less than 30 days’ (or not less than 20 days’ in the case of a redemption in kind after a successful Remarketing) nor more than 60 days’ notice of redemption by mail to holders of the WITS.

       The Junior Subordinated Notes will mature on March 15, 2042 or on such earlier date on or after March 15, 2015 as we may elect in connection with the Remarketing. We may from time to time redeem Junior Subordinated Notes, in whole or in part, at any date on or after March 15, 2015, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including deferred interest (if any), to the date of redemption. In connection with a Remarketing, we may change the date after which we may redeem Junior Subordinated Notes to a later date or change the redemption price. If we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, however, we

may not elect a maturity date or redemption date that is earlier than seven years after commencement of the deferral period. We will give not less than 30 days’ nor more than 60 days’ notice of redemption by mail to holders of the Junior Subordinated Notes. We may not redeem the Junior Subordinated Notes in part if the principal amount has been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Junior Subordinated Notes for all interest periods terminating on or before the redemption date.

       Because the Trust will not purchase Preferred Stock until the Stock Purchase Date, the Normal WITS may not be redeemed prior to the later of March 15, 2011 and the Stock Purchase Date and, because the Junior Subordinated Notes by their terms may be redeemed no earlier than March 15, 2015, which will be after the Stock Purchase Date, the Junior Subordinated Notes may not be redeemed at a time when they are corresponding assets for Normal WITS.

What is a Remarketing?

       For each Normal WITS, the Trust will pledge $1,000 principal amount of Junior Subordinated Notes to secure its obligation to pay the purchase price for 1/100th of a share of Preferred Stock on the Stock Purchase Date. To provide the Trust with the funds necessary to pay the purchase price of the Preferred Stock under the Stock Purchase Contracts, the Trust will attempt to sell the Junior Subordinated Notes in a process we call a “Remarketing.” Unless an Early Settlement Event shall have occurred as described under “What is an Early Remarketing?,” the first Remarketing will occur on the third business day immediately preceding February 15, 2011. If the Remarketing is successful, the Remarketing Settlement Date will occur three business days later. We call any date on which a Remarketing occurs a “Remarketing Date” and the date on which a successful Remarketing settles, which will always be the third business day after that Remarketing Date, the “Remarketing Settlement Date.”

       As a holder of Normal WITS, you are not required to take any action in connection with a Remarketing but you may elect to exchange your Normal WITS for Stripped WITS and Capital WITS if the Remarketing is successful. If you do so, Junior Subordinated Notes having a principal amount equal to the liquidation amount of your Normal WITS will be excluded from the Remarketing. To make this election, you will also be required to deliver Qualifying Treasury Securities in the same principal amount to the Collateral Agent prior to the Remarketing. Upon a successful Remarketing, the Trust will receive the net proceeds of the pledged Junior Subordinated Notes sold in the Remarketing and place them in an interest-bearing deposit with Wachovia Bank, N.A. This deposit will be substituted for the pledged Junior Subordinated Notes and will provide the Trust with sufficient cash on the Stock Purchase Date to purchase the Preferred Stock and to make a payment to holders of Normal WITS (other than those making the election described above) in the amount they would have received in respect of interest accrued on the Junior Subordinated Notes through the Stock Purchase Date had they not been successfully remarketed and the interest rate not been reset as described below. If we are deferring interest on the Junior Subordinated Notes at the time of a successful Remarketing, the deposit will also enable the Trust to make a cash payment to holders of the Normal WITS on the Stock Purchase Date in the amount of the accrued and unpaid interest on the Junior Subordinated Notes.

       If you hold Capital WITS and elect to dispose of them in the event of a successful Remarketing as described below, your Capital WITS will be redeemed for cash out of the proceeds of the Remarketing. If you do not make this election, your Capital WITS will be redeemed in exchange for Junior Subordinated Notes promptly after the Remarketing Settlement Date.

       We will enter into a remarketing agreement, or “Remarketing Agreement,” with Wachovia Securities, as remarketing agent, or “Remarketing Agent,” which will agree to use its commercially reasonable efforts as Remarketing Agent to sell the Junior Subordinated Notes included in the Remarketing at a price that results in proceeds, net of any remarketing fee, of at least 100% of their Remarketing Value. The “Remarketing Value” of each Junior Subordinated Note will be equal to the present value on the Remarketing Settlement Date of an amount equal to the principal amount of, plus the interest payable on, such Junior Subordinated Note on the next Regular Distribution Date, including any deferred interest,

assuming for this purpose, even if not true, that the interest rate on the Junior Subordinated Notes remains at the rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Junior Subordinated Notes is paid in cash on such date, determined using a discount rate equal to the interest rate on the deposit with Wachovia Bank, N.A. To obtain that value, the Remarketing Agent may reset the interest rate on the Junior Subordinated Notes to a new fixed rate, or “Reset Rate,” or to a new floating rate equal to an index plus a spread, or “Reset Spread,” that will apply to all outstanding Junior Subordinated Notes, whether or not included in the Remarketing, and will become effective on the Remarketing Settlement Date. If we elect a floating rate, we also have the option to change the interest payment dates and manner of calculation of interest on the Junior Subordinated Notes to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index. The Junior Subordinated Notes will bear interest at the new rate from and after the Remarketing Settlement Date.

       As noted above, if you hold Normal WITS and prefer to retain your economic interest in the Junior Subordinated Notes represented by your Normal WITS if a Remarketing is successful, you may elect to exchange them for Stripped WITS and Capital WITS. To make this election, you must, by 3:00 P.M., New York City time, on the second business day before any Remarketing Date, deliver your Normal WITS to the Transfer Agent and, for each Normal WITS, deliver $1,000 principal amount of Qualifying Treasury Securities to the Collateral Agent, all as described in “Description of the WITS — Remarketing of the Junior Subordinated Notes — Normal WITS.” If the Remarketing is successful, on the Remarketing Settlement Date, the Qualifying Treasury Securities you delivered will be substituted under the pledge for the Junior Subordinated Notes, you will be deemed to have exchanged your Normal WITS for Stripped WITS and Capital WITS, your Normal WITS will be cancelled and the Stripped WITS and Capital WITS will be delivered to you. If the Remarketing is unsuccessful, your Normal WITS and Qualifying Treasury Securities will be returned to you.

       If you hold Capital WITS, you may elect to dispose of them in connection with the Remarketing, as a result of which you will receive an amount in cash equal to the Remarketing Value of the corresponding Junior Subordinated Notes on the Remarketing Settlement Date if the Remarketing is successful. To make this election, you must deliver your Capital WITS to the Transfer Agent by 3:00 P.M., New York City time, on the second business day before any Remarketing Date, as described in “Description of the WITS — Remarketing of the Junior Subordinated Notes — Capital WITS.” If the Remarketing is not successful, your Capital WITS will be returned to you. Since distributions on the Capital WITS correspond to interest on the Junior Subordinated Notes, the new rate established in a successful Remarketing will also apply to any Capital WITS that are not disposed of in connection with the Remarketing.

       The Reset Rate or Reset Spread will be determined in the Remarketing such that the proceeds from the Remarketing, net of any remarketing fee, will be at least 100% of the Remarketing Value; provided that the Reset Rate or Reset Spread may not exceed the applicable Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable, in connection with (i) any Remarketing with a settlement date on or prior to November 15, 2011 (or if such day is not a business day, on or prior to the next business day), if no Early Settlement Event shall have occurred, and (ii) the first four related Remarketing attempts, if an Early Settlement Event shall have occurred. The “Fixed Rate Reset Cap” will be the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Junior Subordinated Notes may be redeemed at our option in the event of a successful Remarketing, plus 350 basis points, or 3.50%, per annum, and the “Floating Rate Reset Cap” will be 301 basis points, or 3.01%, per annum.

       In connection with a Remarketing, we may elect:

provided that if we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, we may not elect a maturity date or optional redemption date that is earlier than seven years after commencement of the deferral period.

       The following diagram shows the principal features of a Remarketing:

       If the Remarketing Agent cannot remarket the Junior Subordinated Notes on the first Remarketing Date at a price that results in proceeds, net of any remarketing fee, of at least 100% of their Remarketing Value, then:

       Any Remarketing after the first one will be subject to the same conditions and procedures described under “What is a Remarketing?”, except that if a successful Remarketing has not previously occurred and, as a result, the Remarketing Agent attempts a Remarketing on the third business day immediately preceding February 15, 2012, the Reset Rate or Reset Spread for that Remarketing will not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable.

       If an Early Settlement Event occurs, as described under “What is an Early Settlement Event?”, the Remarketing process will be moved up such that the first attempted Remarketing will take place on the third business day prior to the February 15, May 15, August 15 or November 15 that is at least 30 days after the occurrence of such Early Settlement Event. We will conduct an “Early Remarketing” in which:

       If the first Remarketing attempt in an Early Remarketing is not successful, up to four additional attempts will be made on the third business day prior to February 15, May 15, August 15 or November 15, as applicable, immediately following the first Remarketing Date, with the Remarketing Settlement Date on the third business day after a successful Remarketing and the Stock Purchase Date on the March 15, June 15, September 15 or December 15 immediately following the Remarketing Settlement Date or the final unsuccessful attempt, or on the next business day if not a business day. In the case of an Early Settlement Event resulting from the entry of an order for dissolution of the Trust by a court of competent jurisdiction, however, there shall be only one Remarketing Date and the Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable. If the Remarketing conducted on that date is not successful, it shall be deemed a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 15, June 15, September 15 or December 15, or if such day is not a business day, the next business day.

       An “Early Settlement Event” shall be deemed to occur if:

       The related Early Settlement Event in the case of the tests described in the first three bullets will be deemed to occur on the date we file a Form FR Y-9C showing in Schedule HC-R (or successor forms) that the related capital measure has been failed.

       If you hold Capital WITS, you may elect to dispose of them in the Remarketing. If the Remarketing is successful, you would then receive an amount equal to the Remarketing Value of the corresponding Junior Subordinated Notes on the Remarketing Settlement Date. You may wish to make this election if you think that you would not want to hold Capital WITS after the Remarketing because of the changes in the distribution rate and other terms that may occur as a result of the Remarketing. To make this election, you must deliver your Capital WITS to the Transfer Agent for the WITS by 3:00 P.M., New York City time, on the second business day before any Remarketing Date, as described in “Description of the WITS — Remarketing of the Junior Subordinated Notes — Capital WITS.”

       If the Remarketing Agent fails to remarket the Junior Subordinated Notes successfully on or before the fifth Remarketing Date, which except in an Early Remarketing would be the third business day prior to February 15, 2012, the interest rate on the Junior Subordinated Notes will not be reset and they will continue to accrue interest at the rate that would otherwise apply. We refer to this situation as a “Failed Remarketing.” In the event of a Failed Remarketing, we may move up the maturity date of the Junior Subordinated Notes to any date on or after March 15, 2015; provided that if we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, we may not elect a maturity date that is earlier than seven years after commencement of the deferral period.

       Following a Failed Remarketing, on the Stock Purchase Date we will exercise our rights as a secured party and, subject to applicable law, retain the Junior Subordinated Notes pledged to secure the Trust’s obligations under the Stock Purchase Contracts or their proceeds under the Collateral Agreement or sell them in one or more public or private sales. In either case, together with the application of the proceeds at maturity of any Qualifying Treasury Securities held by the Collateral Agent, this would satisfy the Trust’s obligations under the Stock Purchase Contracts in full and we would deliver the Preferred Stock to the Trust. We will pay any accrued and unpaid interest not otherwise paid in cash on the Junior Subordinated Notes to the Trust in unsecured notes that have a principal amount equal to the aggregate amount of accrued and unpaid interest as of the Stock Purchase Date, mature on March 15, 2014, bear interest at the same rate as the initial interest rate on the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior debt on the same basis as the Contract Payments and are redeemable by us at any time prior to their stated maturity. Holders of Normal WITS and Capital WITS will receive distributions corresponding to payments of principal of and interest on these notes received by the Trust.

      The following diagrams show what will happen on and after the Stock Purchase Date following a Failed Remarketing:

What happens on the Stock Purchase Date?

       If there has been a successful Remarketing, on the Stock Purchase Date, Wachovia Bank, N.A. will repay the interest-bearing deposit and a portion of the proceeds, together with the cash proceeds of the Qualifying Treasury Securities, automatically will be applied towards satisfying the Trust’s obligation to purchase Preferred Stock under the Stock Purchase Contracts, and we will issue the Preferred Stock to the Trust. The Trust will apply the remainder of the proceeds of the interest-bearing deposit and the Contract Payments received from Wachovia to make the distributions due on the Regular Distribution Date to

holders of Normal WITS and Stripped WITS. Whether or not there has been a successful Remarketing, you will not be required to deliver any additional cash or securities to the Trust.

       Each Stripped WITS will automatically, without any action by holders being necessary, be and become a Normal WITS on the business day immediately following the Stock Purchase Date, unless there has been a Failed Remarketing and we have issued subordinated notes to the Trust in respect of deferred interest on the Junior Subordinated Notes, in which case the Stripped WITS will only be and become Normal WITS on the business day after these subordinated notes have been paid in full. The Normal WITS, and the Stripped WITS if then outstanding, will represent a beneficial interest in the Trust corresponding to 1/100th of a share of Preferred Stock. If we have issued subordinated notes to the Trust in respect of deferred interest on the Junior Subordinated Notes, the Normal WITS, but not the Stripped WITS, will also correspond to these additional notes. On the Stock Purchase Date, holders of the Normal WITS and the Stripped WITS will also receive the distributions described under “What distributions or payments will be made to holders of the Normal WITS, Stripped WITS and Capital WITS?”

       The following diagrams show what happens on the Stock Purchase Date if there has been a successful Remarketing on the initially scheduled Remarketing Date in February 2011, as well as what assets of the Trust the Normal WITS will correspond to after the Stock Purchase Date:

What happens to the Stock Purchase Contracts in the event of a bankruptcy or merger of Wachovia?

       The Stock Purchase Contracts, our and the Trust’s related rights and obligations under the Stock Purchase Contracts, including the right and obligation to purchase Preferred Stock and the right to receive accrued Contract Payments, automatically will terminate upon our bankruptcy, insolvency or reorganization. If Wachovia Bank, N.A. is placed in receivership while it is holding the interest-bearing deposit, and if the Stock Purchase Contracts have not been terminated, the deposit will be assigned to us on the Stock Purchase Date as payment for the Preferred Stock corresponding to the Normal WITS; however, if the Stock Purchase Contracts have been terminated, the deposit will remain property of the Trust until the Trust’s assets are distributed to the holders of the Trust securities.

       We will agree not to merge or consolidate with any other person unless the surviving corporation assumes our obligations under the Stock Purchase Contracts and reserves sufficient authorized and unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock, such that the Trust will receive, on the Stock Purchase Date, preferred stock having substantially the same rights as the Preferred Stock that it would have received had such merger or consolidation not occurred.

What is the ranking of the Trust’s claims against Wachovia either for the Contract Payments under the Stock Purchase Contracts or for interest or principal on the Junior Subordinated Notes, if Wachovia were to become insolvent?

       The Trust’s claims against us for Contract Payments or for payments of principal and interest on Junior Subordinated Notes are subordinated to our indebtedness for money borrowed, including any junior subordinated notes underlying trust preferred securities of Wachovia that are currently outstanding and other subordinated debt that is not by its terms expressly made pari passu with or junior to the Junior Subordinated Notes, all as described under “Description of the Junior Subordinated Notes — Subordination.” As mentioned above, your right to receive accrued and unpaid Contract Payments automatically will terminate upon the occurrence of particular events of Wachovia’s bankruptcy, insolvency or reorganization.

       In connection with an Early Remarketing, other than the first attempt at Remarketing, we may elect that our obligations under the Junior Subordinated Notes shall be senior obligations instead of subordinated obligations, effective on or after the Remarketing Settlement Date.

Are there limitations on our or the Trust’s right to redeem or repurchase the WITS?

       At or prior to the initial issuance of the Normal WITS, we will enter into a Declaration of Covenant, or “Declaration,” relating to the Normal WITS and the shares of Preferred Stock the Trust will purchase under the Stock Purchase Contracts. Our covenants in the Declaration run only to the benefit of holders of Covered Debt, as defined in the Declaration, and are not enforceable by holders of the WITS or the Preferred Stock. However, those covenants could preclude us from repurchasing the WITS or redeeming or repurchasing shares of Preferred Stock at a time we might otherwise wish to repurchase the WITS or redeem or repurchase shares of Preferred Stock.

       In the Declaration, we covenant to repurchase the WITS or redeem or repurchase shares of Preferred Stock only if and to the extent that the total redemption or repurchase price is equal to or less than the sum, as of the date of redemption or repurchase, of (i) 133.33% of the aggregate net cash proceeds we or our subsidiaries have received during the 180 days prior to such date from the issuance and sale of common stock of Wachovia plus (ii) 100% of the aggregate net cash we or our subsidiaries have received during the 180 days prior to such date from the issuance of other securities or combinations of securities that, among other things, are:

       The Trust will redeem the Capital WITS in exchange for Junior Subordinated Notes promptly after the Remarketing Settlement Date. After the Stock Purchase Date, if the Junior Subordinated Notes have not been successfully remarketed, or the earlier termination of the Stock Purchase Contracts, the Trust may redeem the Capital WITS, in whole but not in part, in exchange for Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital WITS so redeemed, provided that there are no additional notes outstanding that were issued in respect of deferred interest on the Junior Subordinated Notes. The Trust is also required to redeem the Normal WITS upon redemption of the Preferred Stock and to redeem any outstanding Capital WITS upon the maturity or earlier redemption of the Junior Subordinated Notes, in each case out of the proceeds of the corresponding security. The Declaration does not restrict the redemption or repurchase of the Capital WITS on or after the Stock Purchase Date.

When can the Trust be dissolved?

       The Trust may only be dissolved upon a bankruptcy, dissolution or liquidation of Wachovia, the redemption of all the WITS in accordance with the provisions of the Trust Agreement or the entry of an order for dissolution of the Trust by a court of competent jurisdiction. The dissolution of the Trust pursuant to the entry of an order for dissolution will constitute an Early Settlement Event if it occurs prior to the Stock Purchase Date and the Stock Purchase Contracts have not otherwise been terminated.

       Upon the dissolution, after satisfaction of liabilities of creditors of the Trust, holders of each class of WITS will generally receive corresponding assets of the Trust in respect of their WITS, which may in the case of Normal WITS consist of depositary receipts in respect of their interests therein, and the WITS will no longer be deemed to be outstanding.

What is the extent of our Guarantee?

       Pursuant to a guarantee, or “Guarantee,” that we will execute and deliver for the benefit of holders of WITS, we will irrevocably guarantee, on a junior subordinated basis, the payment in full of the following:

       Our obligations under the Guarantee are unsecured, are subordinated to and junior in right of payment to all of our secured and senior debt, and rank on a parity with all other similar guarantees issued by us.

       The WITS, the Guarantee and the Junior Subordinated Notes do not limit our ability or the ability of our subsidiaries to incur additional indebtedness, including indebtedness that ranks senior to or equally with the Junior Subordinated Notes and the Guarantee.

       The Guarantee, when taken together with our obligations under the Junior Subordinated Notes and the Indenture, the Stock Purchase Contracts and the Trust Agreement, including the obligations to pay costs, expenses, debts and liabilities of the Trust, other than liabilities with respect to the Trust securities, has the effect of providing a full and unconditional guarantee of amounts due on the WITS.

What are the U.S. federal income tax consequences related to the WITS?

       If you purchase Normal WITS in the offering, we will treat you for U.S. federal income tax purposes as having acquired an interest in the Junior Subordinated Notes and Stock Purchase Contracts held by the Trust. You must allocate the purchase price of the Normal WITS between those Junior Subordinated Notes and Stock Purchase Contracts in proportion to their respective fair market values, which will establish your initial tax basis in the Junior Subordinated Notes and the Stock Purchase Contracts. We expect to treat the fair market value of each interest in the Junior Subordinated Notes as $1,000 and the fair market value of each Stock Purchase Contract as $0. This position generally will be binding on the beneficial owner of each Normal WITS but not on the Internal Revenue Service.

       Assuming full compliance with the terms of the Trust Agreement, the Trust will not be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, and the Trust intends to treat itself as one or more grantor trusts and/or agency arrangements for U.S. federal income tax purposes. Accordingly, for U.S. federal income tax purposes, we will treat each U.S. holder (as defined under “Certain U.S. Federal Income Tax Consequences”) of Normal WITS as purchasing and owning a beneficial interest in the Junior Subordinated Notes and as required to take into account its pro rata share of all items of income, gain, loss or deduction of the Trust.

       The Junior Subordinated Notes will be treated as our indebtedness for U.S. federal income tax purposes. We intend to treat stated interest on the Junior Subordinated Notes as ordinary interest income that is includible in your gross income at the time the interest is paid or accrued, in accordance with your regular method of tax accounting, and by purchasing a Normal WITS you agree to report income on this

basis. However, because there are no regulations, rulings or other authorities that address the U.S. federal income tax treatment of debt instruments that are substantially similar to the Junior Subordinated Notes, other treatments of the Junior Subordinated Notes are possible. See “Certain U.S. Federal Income Tax Consequences.”

       If we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. See “Certain U.S. Federal Income Tax Consequences.” We intend to report Contract Payments on the Stock Purchase Contracts as income to you, but you may want to consult your tax advisor concerning the U.S. federal income tax treatment of the Contract Payments. See “Certain U.S. Federal Income Tax Consequences.”

What are the U.S. federal income tax consequences related to the Preferred Stock?

       Any distribution with respect to Preferred Stock that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will constitute a dividend and will be includible in income by you when received by the Trust and distributed to you as holder of a Normal WITS after the Stock Purchase Date. Any such dividend will be eligible for the dividends received deduction if you are an otherwise qualifying corporate U.S. holder that meets the holding period and other requirements for the dividends received deduction. Dividends paid to non-corporate U.S. holders in taxable years beginning before January 1, 2009 are generally taxable at preferential rates if the holder holds its interest in the Preferred Stock for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets certain other requirements.

What are your expected uses of proceeds from the offering of the WITS?

       We expect to receive net proceeds from this offering of approximately $2,436,500,000, after expenses and underwriting commissions.

       The Trust will invest all of the proceeds from the sale of the Normal WITS and the Trust Common Securities in the Junior Subordinated Notes.

       We intend to use the net proceeds from this offering for general corporate purposes. We expect to treat the Junior Subordinated Notes and the Stock Purchase Contracts as “tier 1 capital” for federal bank holding company regulatory purposes.