SEVERANCE POLICY

Shareholder Approval of Future Severance Agreements

It is the Policy of the Board of Directors (the "Board") of Wachovia Corporation (the "Corporation") that the Corporation shall not enter into a Future Severance Agreement that provides for Severance Benefits to a Senior Executive in an amount exceeding the Severance Benefits Limitation as discussed below, unless such Future Severance Agreement is approved by a vote of the Corporation's shareholders. For purposes of this Policy the following terms shall have the following meanings:

"Severance Benefits" means: (i) severance amounts payable in cash to a Senior Executive (including cash amounts payable for the uncompleted portion of an employment term under an agreement), (ii) special benefits or perquisites provided to a Senior Executive in connection with such Senior Executive's termination of employment and (iii) the value of gross up payments made in connection with Severance Benefits, including gross up payments under Section 280G of the Internal Revenue Code, upon a change in control. The term "Severance Benefits" includes both lump-sum payments and the estimated present cost to the Corporation of any periodic payments made or special benefits or perquisites provided following the date of termination of such Senior Executive's employment. Notwithstanding the foregoing, the term "Severance Benefits" does not include (a) the value of any accelerated vesting of any outstanding equity-based award which is provided for under the terms of the Corporation’s equity compensation plan, (b) compensation and benefits earned, accrued or otherwise provided for services rendered through the date of termination of employment including pro rata value for incentive awards for open performance periods, (c) any post-termination retirement and other benefits, special benefits or perquisites provided under plans, programs or arrangements of the Corporation applicable to one or more groups of employees in addition to the Senior Executives and (d) reasonable compensation and benefits provided for any post-termination services to be provided by a Senior Executive.

"Future Severance Agreement " means an employment agreement or severance agreement that is entered into or materially modified after the adoption date of this Policy, but excluding (i) any mere extension or renewal, made after the adoption date of this Policy to an employment agreement or severance agreement that is in effect as of the adoption date of this Policy and (ii) any employment agreement or severance agreement that is assumed by the Corporation in connection with a merger or acquisition after the adoption date of this Policy and any mere extension or renewal to such an agreement.

"Senior Executive" means a person who is or becomes at the time of execution of the Future Severance Agreement an executive officer of the Corporation required to be identified in the Corporation’s Annual Report on Form 10-K.

"Severance Benefits Limitation" means 2.99 times the sum of (a) the Senior Executive's annual base salary as in effect immediately prior to the date of the Senior Executive's termination of employment plus (b) the highest annual bonus awarded to the Senior Executive by the Corporation in any of the three full fiscal years of the Corporation immediately preceding the fiscal year in which the Senior Executive's termination of employment occurs. For purposes of clause (b) of the preceding sentence, the amount of annual bonus shall be determined without regard to whether such amount is currently payable or is deferred and without regard to the form of payment (e.g. in cash, equity or other property).

The Board delegates to the Management Resources & Compensation Committee full authority to make determinations regarding the interpretation of the provisions of this Policy, in its sole discretion, including, without limitation, the determination of the value of any non-cash items, as well as the present cost of any cash or non-cash benefits payable over a period of time. In the event that a proposed Future Severance Agreement with a Senior Executive would require shareholder approval in accordance with this Policy, the Corporation may seek shareholder approval of the Severance Benefits after the material terms have been agreed upon with the Senior Executive, but the payment of any Severance Benefits requiring shareholder approval will be contingent upon obtaining such approval.

The Board shall have the right to amend, waive or cancel this Policy at any time if it determines in its sole discretion that such action would be in the best interests of the Corporation, provided that any such action shall be promptly disclosed.

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