WACHOVIA CAPITAL TRUST IX
6.375% Trust Preferred Securities
(liquidation amount $25 per security)
fully and unconditionally guaranteed by
May 1, 2007
Wachovia Capital Markets, LLC
As representative (the “Representative”) of the several
underwriters named in Schedule I
Two Wachovia Center
301 South Tryon Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Wachovia Capital Trust IX, a statutory trust created under the laws of the State of Delaware (the “Trust”), and Wachovia Corporation, a North Carolina corporation (the “Guarantor”), as depositor of the Trust and as Guarantor under the Guarantee referred to herein, propose, subject to the terms and conditions stated herein, to sell to the underwriters named in Schedule I (the “Underwriters”) the Trust’s 6.375% Trust Preferred Securities, liquidation amount $25 per security, referred to in Schedule II (the “Trust Preferred Securities”). The Trust Preferred Securities consist of (i) an aggregate of 30,000,000 Trust Preferred Securities (the “Firm Securities”) and (ii) at the election of the Underwriters, up to an aggregate of 4,500,000 additional Trust Preferred Securities as provided in Section 2 (the “Optional Securities”). The proceeds of the sale of the Firm Securities and of the common securities of the Trust (the “Trust Common Securities”) to be sold by the Trust to the Guarantor are to be invested in $750,010,000 principal amount of the Guarantor’s 6.375% Extendible Long Term Subordinated Notes (the “LoTSSM”), to be issued pursuant to an indenture, dated as of February 1, 2006 (the “Base Indenture”), and a third supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to be entered into at or before the Closing Date (as defined in Section 3), each between the Guarantor and U.S. Bank National Association, as trustee (the “Indenture Trustee”). If the Underwriters elect to purchase any Optional Securities, the proceeds thereof shall are to be invested in additional LoTSSM having an aggregate principal amount equal to the aggregate liquidation amount of such Optional Securities.
Capitalized terms used herein and not otherwise defined but that are defined in the Pricing Prospectus (as defined in Section 1(A)(a)), have the meanings specified in the Pricing Prospectus.
1. Representations and Warranties. (A) Each of the Guarantor and the Trust jointly and severally represents and warrants to, and agrees with, each Underwriter as follows (except that the representation, warranty and agreement in paragraph (d) of this Section 1(A) is given only by the Guarantor and not by the Trust):
(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File Nos. 333-140491 and 333-140491-07) in respect of the Trust Preferred Securities and related securities (including the LoTSSM and the Guarantee (collectively, the “Related Securities”)) has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; pursuant to the Act, such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Guarantor or the Trust (the prospectus filed as part of such registration statement, in the form in which it was included in such registration statement on the effective date of such registration statement, is hereinafter called the “Effective Date Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Trust Preferred Securities filed with the Commission pursuant to Rule 424(b) under the Act after the Effective Date Prospectus is hereinafter called a “Post-Effective Date Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1, and including any prospectus supplement relating to the Trust Preferred Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Effective Date Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(A)(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Trust Preferred Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(A)(a) is hereinafter called the “Prospectus”; any reference herein to the Effective Date Prospectus, the Pricing Prospectus, any Post-Effective Date Preliminary Prospectus or the Prospectus shall be deemed to refer to and include