RESTATED ARTICLES OF INCORPORATION
OF
WACHOVIA CORPORATION

1. The name of the corporation is WACHOVIA CORPORATION.

2. The period of duration of the corporation shall be perpetual.

3. The purposes for which the corporation is organized are: To act as a
holding company of one or more banks and other corporations and to exercise all
the rights, powers, and privileges incident to the ownership and control of such
bank or banks and other corporations, including furnishing services to and for
such bank or banks and other corporations.

4. The aggregate number of shares which the corporation shall have
authority to issue is Three Billion Five Hundred Fifty Million (3,550,000,000)
shares, divided into four (4) classes. The designation of each class, the number
of authorized shares of each class, and the par value of each class, is as
follows:

Par Value
Class No. of Shares Per Share
----- ------------- ---------

Common Stock 3,000,000,000 $3.33 1/3
Preferred Stock 10,000,000 No-par
Class A Preferred Stock 40,000,000 No-par
Dividend Equalization Preferred Shares 500,000,000 No-par

Except as otherwise set forth in these Articles of Incorporation, the
preferences, privileges, limitations and relative rights applicable to the
shares of each class of the capital stock hereinabove authorized shall be fixed
and determined by the Board of Directors of the corporation, and when so fixed
and determined a statement of such preferences, privileges, limitations, and
relative rights and entitled "Statement of Classification of Shares" or
"Articles of Amendment" shall be executed by the corporation and filed with the
Secretary of State of the State of North Carolina as provided by law.

(A) The Preferred Stock hereinabove authorized may be issued from time
to time in one or more series, as determined by the Board of Directors. All
shares of each particular series of Preferred Stock shall be alike (except as to
the date from which dividends shall commence to accrue) and all shares of
Preferred Stock shall be of equal rank and shall have the same powers,
preferences, and rights, and shall be subject to the same qualifications,
limitations and restrictions, without distinction between the shares of
different series thereof, except only in regard to the following particulars,
which may vary in a different series:


(a) The annual rate or rates of dividends payable on shares of
such series and the dates from which such dividends shall
commence to accrue;

(b) The amount or amounts payable upon redemption thereof and
the manner in which the same may be redeemed, if redeemable;

(c) The amount or amounts payable to holders thereof upon any
voluntary or involuntary liquidation, dissolution, or
winding-up of the business of the corporation;

(d) The terms and rates of conversion or exchange thereof, if
convertible or exchangeable; and

(e) The provisions as to voting rights, if any.

Provided that the shares of any series of Preferred Stock having voting rights
may not have more than one (1) vote per share, and if the stated dividends and
amounts payable on liquidation are not paid in full, the shares of all series of
the Preferred Stock shall share ratably in the payment of dividends including
accumulations, if any, in accordance with the sums which would be payable on
such shares if all dividends were declared and paid in full, and in any
distribution of assets, other than by way of dividends, in accordance with the
sums which would be payable on such distribution if all sums payable were
discharged in full.

The designation of each series of Preferred Stock, and its term in
respect of the particulars set forth under subparagraphs (a), (b), (c), (d) and
(e) hereof, shall be fixed and determined by the Board of Directors and stated
in the resolution or instrument providing for the issue of such stock adopted by
the Board of Directors pursuant to the authority hereby conferred, before any
shares of such series are issued, and shall be set forth in full or summarized
on the share certificates for such series.

(B) The Class A Preferred Stock (including any shares of Class A
Preferred Stock restored to the status of authorized but unissued Class A
Preferred Stock undesignated as to series pursuant to this article 4(B)) may be
divided into one or more series and issued from time to time with such
preferences, privileges, limitations, and relative rights as shall be fixed and
determined by the Board of Directors of the corporation. Without limiting the
generality of the foregoing, the Board of Directors is also expressly authorized
to the fullest extent permitted from time to time by law to fix:

(i) the distinctive serial designations and the division of shares of
Class A Preferred Stock into one or more series and the number of
shares of a particular series, which may be increased or decreased (but
not below the number of shares thereof then outstanding);

(ii) the rate or amount (or the method of determining the rate or
amount) and times at which, the form in which, and the preferences and
conditions under which, dividends shall be payable on shares of a
particular series, the status of such dividends as cumulative,
partially cumulative, or noncumulative, the date or dates from which
dividends, if cumulative, shall accumulate, and the status of such
series as participating or nonparticipating with shares of other
classes or series;

(iii) the price or prices at which, the consideration for which, the
period or periods within which and the terms and conditions, if any,
upon which the shares of a particular series may be redeemed, in whole
or in part, at the option of the corporation or otherwise;

(iv) the amount or amounts and rights and preferences, if any, to which
the holders of shares of a particular series are entitled or shall have
upon any involuntary or voluntary liquidation, dissolution or
winding-up of the corporation;

(v) the rights and preferences over or otherwise in relation to any
other class (other than over the Preferred Stock or any series thereof
as hereinafter provided) or series (including other series of Class A
Preferred Stock), as to the right to receive dividends and/or the right
to receive payments out of the net assets of the corporation upon any
involuntary or voluntary liquidation, dissolution or winding-up of the
corporation;


(vi) the right, if any, of the holders of a particular series, the
corporation or another person to convert or cause conversion of shares
of such series into shares of other classes or series or into other
securities, cash, indebtedness or other property, or to exchange or
cause exchange of such shares for shares of other classes or series or
other securities, cash, indebtedness or other property, and the terms
and conditions, if any, including the price or prices or the rate or
rates of conversion and exchange, and the terms and conditions of
adjustments, if any, at which such conversion or exchange may be made
or caused;

(vii) the obligation, if any, of the corporation to redeem, purchase or
otherwise acquire, in whole or in part, shares of a particular series
for a sinking fund or otherwise, the terms and conditions thereof, if
any, including the price or prices and the nature of the consideration
payable for such shares so redeemed, purchased or otherwise acquired;

(viii) the voting rights, if any, including special, conditional or
limited voting rights, of the shares of a particular series in addition
to those required by law, including the number of votes per share and
any requirement for the approval by the holders of shares of all series
of Class A Preferred Stock, or of the shares of one or more series
thereof, or of both, in an amount greater than a majority up to such
amount as is in accordance with applicable law or these Articles of
Incorporation, as a condition to specified corporate action or
amendments to the Articles of Corporation; and

(ix) any other preferences, limitations and relative rights which may
be so determined by resolution or resolutions of the Board of
Directors.

Shares of Class A Preferred Stock shall rank prior or superior to the
Common Stock, and, as may be determined by resolution or resolutions of the
Board of Directors when creating any series of Class A Preferred Stock, on a
parity with or junior to (but not prior or superior to) the Preferred Stock or
any series thereof, in respect of the right to receive dividends and/or the
right to receive payments out of the net assets of the corporation upon any
involuntary or voluntary liquidation, dissolution or winding-up of the
corporation. No shares of Class A Preferred Stock shall be given the right to
vote with the shares of the Corporation's Series 1990 Preferred Stock for
purposes of electing two directors in the event of dividend arrearages. All
shares of Class A Preferred Stock redeemed, purchased or otherwise acquired by
the corporation (including shares surrendered for conversion or exchange) shall
be cancelled and thereupon restored to the status of authorized but unissued
shares of Class A Preferred Stock undesignated as to series.

(C) The Common Stock shall be entitled to vote as provided by law, and
the holders of Common Stock shall be entitled to receive, after payment to the
holders of all shares of Preferred Stock and Class A Preferred Stock of the full
preferential amounts to which such holders are respectively entitled, the net
assets of the corporation upon any involuntary or voluntary liquidation,
dissolution or winding-up of the corporation.

(D) The Corporation is hereby expressly authorized and empowered, to
the fullest extent permitted from time to time by law, from time to time, by
resolution or resolutions of its Board of Directors, to create and issue, in one
or more series, warrants entitling the holders thereof to purchase or acquire
from the Corporation shares of its Common Stock, Preferred Stock or Class A
Preferred Stock, such warrants to be evidenced by instruments as shall be
approved by the Board of Directors. The terms upon which, the time or times,
which may be limited or unlimited in duration, at or within which, and the price
or prices at which any shares may be purchased through the exercise of said
warrants shall be such as shall be fixed in a resolution or resolutions adopted
by the Board of Directors providing for the creation and issue of said warrants
and as shall be permitted from time to time by law. The Board of Directors is
hereby authorized and empowered to authorize the creation and issue of said
warrants from time to time, for such consideration as the Board of Directors may
determine. Except as otherwise provided by law, the Board of Directors shall
have full power and discretion to prescribe and regulate from time to time the
procedure to be followed in, and all other matters concerning, the creation,
issue, and exercise of any warrant, and the setting aside of shares or other
securities for the purpose thereof, and the issuance of such Common Stock,
Preferred Stock or Class A Preferred Stock, upon the exercise of the same. The
Board of Directors is further authorized to issue warrants in conjunction with
any Common Stock, Preferred Stock, Class A Preferred Stock, or debt obligations
and to set the rights and terms of the same except as limited by the terms of
these Articles of Incorporation or any other applicable law.

(E) Dividend Equalization Preferred Shares

1. Designation.

(a) There is established a class of shares designated
as Dividend Equalization Preferred Shares ("DEPs"), which is issuable solely as
consideration to former holders of common stock of Wachovia Corporation in the
merger of Wachovia Corporation with and into the Corporation.

(b) DEPs redeemed, purchased or otherwise acquired by
the Corporation or any of its subsidiaries (other than in a bona fide fiduciary
capacity) shall be cancelled and may not be reissued. DEPs may be issued in
fractional shares which are whole number multiples of one one-thousandth of a
share, which fractional shares shall entitle the holder, in proportion to such
holder's fractional share, to all rights of a holder of a whole share of DEPs.

(c) DEPs shall (1) with respect to distributions upon
the liquidation, winding-up and dissolution of the Corporation, rank (x) senior
to the Common Stock for the Liquidation Preference stated and defined in Section
4(a) below and (y) junior to each class or series of preferred stock (including
the Preferred Stock and the Class A Preferred Stock) established by the Board of
Directors after September 1, 2001, and (2) with respect to dividend
distributions, rank (x) pari passu with the Common Stock and (y) junior to each
class or series of preferred stock (including the Preferred Stock and the Class
A Preferred Stock) established by the Board of Directors after September 1,
2001.

2. Dividends.

(a)(1) Subject to Section 2(c), the holders of full
or fractional DEPs shall be entitled to receive cash dividends, when declared by
the Board of Directors of the Corporation, but only out of funds legally
available therefore, on the date in each fiscal quarter that regular quarterly
dividends are payable on or in respect of the Common Stock, in an amount per
whole share of DEPs equal to the amount determined under Section 2(b) below.

(2) Each such dividend shall be paid to the
holders of record of DEPs on the date fixed as the record date by the Board of
Directors for the payment of such dividend or distribution on the Common Stock.
If no dividend is declared with respect to the Common Stock by the fifth day
prior to the last day of the second month of any particular fiscal quarter, a
dividend calculated in accordance with this Section 2 (and assuming solely for
this purpose that no dividend will be paid on the Common Stock for such fiscal
quarter) shall be paid to each holder of record of DEPs as of the 15th day of
the third month of such fiscal quarter, payable on the last day (or the next
succeeding business day) of the third month of such fiscal quarter, and, if
thereafter a dividend is declared with respect to the Common Stock during such
fiscal quarter, no additional dividend on the DEPs shall be paid on the date of
payment of such dividend on the Common Stock.

(3) Dividends on each full and each fractional
share of DEPs shall be cumulative from the date such full or fractional share is
originally issued.

(b) If the amount payable in cash as a dividend per
share of Common Stock in a particular fiscal quarter is less than the
Equalization Payment (as defined below), including if the amount of cash payable
per share of Common Stock is zero or no dividend was declared with respect to
the Common Stock, then the dividend payable on each full share of DEPs for such
fiscal quarter shall be equal to the difference (if more than zero) of $0.30
(the "Equalization Payment") minus (1) the amount payable in cash of the
dividend actually declared per share of Common Stock for that fiscal quarter or
(2) zero if no dividend is declared with respect to the Common Stock by the date
specified in the second sentence of Section 2(a)(2). No amount of dividend will
be paid with respect to any share of DEPs in any particular fiscal quarter if
the regular quarterly dividend declared by the Corporation per share of Common
Stock for such fiscal quarter is greater than or equal to the Equalization
Payment. Subject to Section 2(a)(2), no dividend will be paid on the DEPs other
than in connection with regular quarterly dividends declared on the Common
Stock.

(c) The dividend rights of DEPs shall (1) commence on
the first regular quarterly dividend record date to occur after the effective
time of the merger of Wachovia Corporation into the Corporation and (2) expire
immediately after the date (the "Dividend Expiration Date") upon which a regular
quarterly dividend on the Common Stock was paid, if (x) the aggregate amount of
dividends paid on the Common Stock for the three fiscal quarters immediately
preceding such date, taken together with the regular quarterly dividend paid on
the Common Stock on the day immediately prior to the Dividend Expiration Date,
is equal to or greater than $1.20 and (y) all cumulative dividends on the DEPs have been paid in full. After the Dividend Expiration Date, holders
of full or fractional DEPs will not be entitled to any dividends on the DEPs,
regardless of whether any DEPs remain outstanding.

(d) Holders of DEPs shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends as herein provided on DEPs.

(e) If the Corporation shall at any time after the
close of business on September 1, 2001, (A) declare or pay a dividend on any
Common Stock payable in Common Stock, (B) subdivide any Common Stock, (C)
combine any Common Stock into a smaller number of shares or (D) distribute to
its holders of Common Stock rights or warrants to acquire Common Stock, then and
in each such case, references to "Common Stock" in these designations of the
DEPs shall be references to the aggregate number (as a "package") of shares of
Common Stock that a holder of one share of Common Stock immediately prior to
such event would hold thereafter as a result thereof.

(f) If the Corporation shall at any time after the
close of business on September 1, 2001, and before the Dividend Expiration Date,
begin paying dividends on the Common Stock other than quarterly (e.g.,
semi-annually or annually), the Equalization Payment shall be multiplied by a
fraction the numerator of which is 4 and the denominator of which is the number
of regular dividend periods in a year as adjusted and other appropriate
adjustments will be made by the Corporation to these designations of the DEPs as
may be necessary such that the aggregate amount of dividends payable on the DEPs
annually in accordance with the Equalization Payment set forth in this Section 2
will be the same as before such adjustment in the aggregate on an annualized
basis.

3. Merger, Consolidation, Reclassification. Prior to the
Dividend Expiration Date, the Corporation shall not enter into any agreement
with respect to, or consummate or permit to occur, any merger, consolidation,
reclassification or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or other
property unless proper provisions are made such that the DEPs (or such other
securities for which DEPs may be exchanged) have designated rights and
privileges substantially identical to the DEPs (so that the rights are not
materially and adversely changed from the rights herein provided), including
that provisions are made to preserve the appropriate and proportionate rights
and benefits of the Equalization Payment as were intended to be conferred on
former shareholders of Wachovia Corporation upon creation of the DEPs.

4. Liquidation.

(a) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
the holders of full and fractional DEPs shall be entitled, before any
distribution or payment is made on any date to the holders of the Common Stock
or any other stock of the Corporation ranking junior to the DEPs upon
liquidation, to be paid in full an amount per whole share of DEPs equal to $0.01
(the "Liquidation Preference"), together with accrued dividends to such
distribution or payment date, whether or not earned or declared. If such payment
shall have been made in full to all holders of DEPs, the holders of DEPs as such
shall have no right or claim to any of the remaining assets of the Corporation.

(b) In the event the assets of the Corporation
available for distribution to the holders of DEPs upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 4(a), no such distribution shall be made on account
of any shares of any other class or series of Preferred Stock or Class A
Preferred Stock ranking on a parity with the DEPs upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the DEPs, ratably in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such liquidation, dissolution or winding up.

(c) Upon the liquidation, dissolution or winding up
of the Corporation, the holders of DEPs then outstanding shall be entitled to be
paid out of assets of the Corporation available for distribution to its
shareholders all amounts to which such holders are entitled pursuant to the
first paragraph of this Section 4 before any payment shall be made to the
holders of Common Stock or any other stock of the Corporation ranking junior
upon liquidation to the DEPs.

(d) For the purposes of this Section 4, the
consolidation or merger of, or binding statutory share exchange by, the
Corporation with any other corporation shall not be deemed to constitute a
liquidation, dissolution or winding up of the Corporation.

5. Redemption, Conversion, Exchange.

(a) The DEPs shall not be convertible or
exchangeable. Other than as described in the next sentence, the DEPs shall not
be redeemable. The DEPs shall be redeemable by the Corporation, at the
Corporation's option and in its sole discretion, for an amount in cash equal to
the Liquidation Preference per share of DEPs, after December 31, 2021.

(b) In case of redemption of less than all of the
DEPs at the time outstanding, the shares to be redeemed shall be selected pro
rata or by lot as determined by the Corporation in its sole discretion, provided
that the Corporation may redeem all shares held by holders of fewer than 100
DEPs (or by holders that would hold fewer than 100 DEPs following such
redemption) prior to its redemption of other DEPs.

(c) Notice of any redemption shall be sent by or on
behalf of the Corporation no less than 30 nor more than 60 days prior to the
date specified for redemption in such notice (the "Redemption Date"), by first
class mail, postage prepaid, to all holders of record of the DEPs at their last
addresses as they appear on the books of the Corporation; provided, however,
that no failure to give such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any
DEPs except as to the holder to whom the Corporation has failed to give notice
or except as to the holder to whom notice was defective. In addition to any
information required by applicable law or regulation or the rules of any
exchange upon which the DEPs may be listed or admitted to trading, such notice
shall state (1) that such redemption is being made pursuant to the redemption
provisions of this Section 5, (2) the Redemption Date, (3) the redemption price,
(4) the total number of DEPs to be redeemed and, if less than all shares held by
such holder are to be redeemed, the number of such shares to be redeemed, and
(5) the place or places where certificates for such shares are to be surrendered
for payment of the redemption price, including any procedures applicable to
redemption to be accomplished through book-entry transfers. Upon the mailing of
any such notice of redemption, the Corporation shall become obligated to redeem,
on the Redemption Date, all shares called for redemption.

6. Voting Rights. Except as otherwise required by applicable
law or regulation or the rules of a securities exchange upon which the DEPs may
be listed or quoted, holders of the DEPs shall have no voting rights.


5. The stated capital of the corporation is $3,293,830,000.00 (as of
June 30, 1998).

6. The following provisions in Article 6 of these Amended and Restated
Articles of Incorporation will be effective until immediately after the close of
the annual meeting of shareholders of the Corporation held in 2004 (the "Lapse
Date").

(A) Qualifications for Directors. Subject to the provisions of
this Article 6 and subject to the terms of any class or series of stock having a
preference over the common stock as to dividends or upon liquidation providing
for special circumstances under which holders thereof may elect directors, until
the Lapse Date, (1) in order to qualify for election as a director of the
Corporation at an annual or special meeting of stockholders or by written
consent of stockholders, an individual must be nominated either by (a) a
stockholder entitled to vote in the election of directors who has complied with
all requirements for such nomination that may be provided for in these Amended
and Restated Articles of Incorporation and the Corporation's By-laws or (b) the
applicable Nominating Committee (as defined below) provided for in this Section
A of this Article 6 and (2) in order to qualify for election as a director of
the Corporation by the board of directors to fill a vacancy or newly created
directorship, an individual must be nominated to the board of directors by the applicable Nominating Committee (as defined below) provided for in this Section A of this Article 6. The qualification procedures for clauses (1)(b) and (2) of the previous sentence are
known herein as the "Nomination Procedures".

1. (a) If the Board of Directors decides to
increase at any time the number of members of the Board of Directors, the Board
of Directors shall designate such new directorships in such a way as to cause
the ratio of the number of Former First Union Directorships (as defined below)
to the number of Former Wachovia Directorships (as defined below) (the "Ratio")
to equal one.

(b) If the Board of Directors decides to
decrease the number of members of the Board of Directors, the Board of Directors
shall designate those directorships that are up for election at the annual
shareholders' meeting in such a way as to cause the Ratio to equal one.

(c) If the Board of Directors decides to
decrease, during any period between consecutive annual shareholders meetings,
the number of members of the Board of Directors, the Board of Directors shall
cause the Ratio to equal one.

2. The board of directors may decide by the vote of a
Special Majority (as defined below), on the recommendation of both a First Union
Nominating Committee (as defined below) and a Wachovia Nominating Committee (as
defined below), (A) not to designate any one or more directorships in the manner
described in the previous paragraph (1), or (B) to determine that the Nominating
Committee Procedures shall not apply to any one or more directorships.

3. At September 1, 2001, any director who was
formerly a director of First Union Corporation shall be a "Former First Union
Director" and any director who was formerly a director of Wachovia Corporation
shall be a "Former Wachovia Director". Any person filling (by election or
appointment) a Former First Union Directorship and nominated under the
Nomination Procedures shall be considered a "Former First Union Director"; any
person filling (by election or appointment) a Former Wachovia Directorship and
qualified by the Nomination Procedures shall be considered a "Former Wachovia
Director". Any person who is a Former First Union Director or Former Wachovia
Director under this paragraph (3) shall also be a "Continuing Director".

4. For any directorship occupied by, vacated by, to
be occupied by, or designated for a Former First Union Director (a "Former First
Union Directorship"), the Nominating Committee will consist of two Former First
Union Directors (a "First Union Nominating Committee"); for any directorship
occupied by, vacated by, to be occupied by, or designated for a Former Wachovia
Director (a "Former Wachovia Directorship"), the Nominating Committee will
consist of two Former Wachovia Directors (a "Wachovia Nominating Committee").
Subject to the powers of the stockholders of the Corporation pursuant to these
Articles, the By-Laws and under North Carolina law, the First Union Nominating
Committee will have sole and exclusive power to nominate persons to fill the
Former First Union Directorships and the Wachovia Nominating Committee will have
the sole and exclusive power to nominate persons to fill the Former Wachovia
Directorships. Either a First Union Nominating Committee or a Wachovia
Nominating Committee may be referred to herein by the general term "Nominating
Committee".

5. The members of the First Union Nominating
Committee will be Former First Union Directors designated from time to time by
Mr. G. Kennedy Thompson; the members of the Wachovia Nominating Committee will
be Former Wachovia Directors designated from time to time by Mr. L. M. Baker,
Jr.; provided, that, should Mr. Baker or Mr. Thompson be otherwise unable to
recommend for appointment such members of a Nominating Committee, the members of
the First Union Nominating Committee will be Former First Union Directors
appointed by the most senior Former First Union Director then serving on the
Board of Directors and the Former Wachovia Directors will be Former Wachovia
Directors appointed by the most senior Former Wachovia Director then serving on
the Board of Directors.

(B) Certain Officers and Actions by Special Majority.

1. Unless he earlier resigns or retires and as long
as he remains a director, and, subject to this Article 6, Mr. Baker (or his
successor) will be Chairman of the Board of the Corporation until the Lapse Date
and, unless he earlier resigns or retires, Mr. Thompson (or his successor) will
be President and Chief Executive Officer of the Corporation. Unless he earlier
resigns or retires and as long as he remains a director, at the time (not later than the Lapse Date) that Mr. Baker ceases to serve as the Chairman of the Board of the Corporation, Mr. Thompson (or his successor) will succeed Mr. Baker in that position, unless the Board of
Directors, by vote of a Special Majority, decides otherwise. Should either
person referred to in this Section (B)(1) cease to be a director, such director
position will be filled in accordance with the Nomination Procedures and, only
after filling such position, shall the vacant position of Chairman or Chief
Executive Officer and President (as applicable) be decided. Until the Lapse
Date, all decisions by the Board regarding filling the positions of Chairman or
Chief Executive Officer and President (except Mr. Thompson's succession as
described in the second sentence of this Section (B)(1)) will be made by vote of
a Special Majority.

2. In addition, until the Lapse Date, the following actions will require the vote of a Special Majority:

(a) the removal of Mr. Baker as the Chairman of the Board or of Mr. Thompson as the Chairman, the Chief Executive Officer or the President;

(b) any action to make a modification or amendment
to the employment agreements of Mr. Baker as the Chairman of the Board or of
Mr. Thompson as the Chairman, the Chief Executive Officer or President; or

(c) any recommendation to shareholders to make an
amendment to or modification or repeal of, or any recommendation to adopt any
provision (whether contained in this Charter, the By-Laws or otherwise)
inconsistent with, any provision of this Article 6.

3. "Special Majority" means a number of directors
equal to at least (A) three-quarters of the entire membership of the
Corporation's board of directors and (B) a majority of both the Former First
Union Directors and Former Wachovia Directors then serving.

7. The number of directors shall be determined from time to time by the
affirmative vote of a majority of the directors then in office, but the number
of directors shall not be less than nine or more than 30, provided that no
decrease in the number of directors shall shorten the term of any director then
in office.

The board of directors shall be divided into three classes, as
determined by the affirmative vote of a majority of the directors then in
office, each class to be as nearly equal in number as possible to each other
class. At the annual meeting of shareholders in 1989, one class of directors
shall be elected to hold office initially for a term expiring at the 1990 annual
meeting of shareholders, a second class of directors shall be elected to hold
office initially for a term expiring at the 1991 annual meeting of shareholders,
and a third class of directors shall be elected to hold office initially for a
term expiring at the 1992 annual meeting of shareholders, in each case to hold
office until their successors have been duly elected and qualified. At each
annual meeting of shareholders, the successors to the class of directors whose
term expires at such meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election and until their successors have been duly elected and
qualified.

Vacancies in the board of directors that occur between annual meetings
of shareholders at which directors are elected, including vacancies resulting
from an enlargement of the board within the authorized number of nine to 30
directors, shall be filled by the affirmative vote of a majority of the
remaining directors even though less than a quorum or by a sole remaining
director, except that any vacancies resulting from removal from office by a vote
of shareholders may be filled by a vote of shareholders at the same meeting at
which such removal occurs. The directors elected to fill such vacancies shall
hold office for a term expiring at the next annual meeting of shareholders at
which the term of the class of directors to which they have been elected expires
and until their successors have been duly elected and qualified.

Any director or directors may be removed from office only for cause and
only by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the corporation entitled to vote in the election of
directors, voting together as a single class.

The foregoing provisions of this Article 7 shall not apply to any
director who may be elected under specified circumstances by holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation.

Special meetings of shareholders, other than special meetings called
under specified circumstances for holders of any class or series of stock of the
corporation having a preference over the common stock as to dividends or upon
liquidation, may be called only by the Board of Directors, the Chairman of the
Board, or the President of the corporation.

Notwithstanding any other provisions of this Charter or the By-laws of
the corporation (and as permitted under North Carolina law to require higher
voting percentages than otherwise prescribed by law), the affirmative vote of
the holders of not less than 80% of the outstanding shares of capital stock of
the corporation entitled to vote in the election of directors, voting together
as a single class, shall be required to amend or repeal, or to adopt any
provision (in this Charter, the By-laws of the corporation or otherwise) or take
any action inconsistent with or (as to any matter covered by this Article 7) in
a manner other than as prescribed by, this Article 7.

8. The names and addresses of all of the incorporators are:

Names Addresses
----- ---------

Charles C. Cameron 301 South Tryon Street
Charlotte, North Carolina

C. C. Hope 301 South Tryon Street
Charlotte, North Carolina

W. J. Smith 301 South Tryon Street
Charlotte, North Carolina

9. In addition to the general powers granted corporation under the laws
of the State of North Carolina, the corporation shall have full power and
authority to do the following:

(a) To acquire, by purchase or otherwise, the good will,
business, property rights, franchises and assets of every kind, with or
without undertaking, either wholly or in part, the liabilities of any
person, firm, association or corporation; and to acquire any property
or business as a going concern or otherwise (i) by purchase of the
assets thereof wholly or in part, (ii) by acquisition of the shares or
any part thereof, or (iii) in any other manner, and to pay for the same
in cash or in shares or bonds or other evidences of indebtedness of
this corporation, or otherwise; to hold, maintain and operate, or in
any manner dispose or, the whole or any part of the good will,
business, rights and property so acquired, and to conduct in any lawful
manner the whole or any part of any business so acquired; and to
exercise all the powers necessary or convenient in and about the
management of such business.

(b) To subscribe or cause to be subscribed for, and to take,
purchase and otherwise acquire, own, hold, use, sell, assign, transfer,
exchange, distribute and otherwise dispose of, the whole or any part of
the shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of indebtedness,
notes, good will, rights, assets and property of any and every kind, or
any part thereof, of any other corporation or corporations, association
or associations, firm or firms, or person or persons, together with
shares, rights, units or interest in, or in respect of, any trust
estate, now or hereafter existing, and whether created by the laws of
the State of North Carolina or any other state, territory or country;
and to operate, manage and control such properties, or any of them
either in the name of such other corporation or corporations or in the
name of this corporation, and while the owners of any of said shares of
capital stock to exercise all the rights, powers and privileges of
ownership of every kind and description, including the right to vote
thereon, with power to designate some person or persons for that
purpose from time to time, and to the same extent as natural persons
might or could do.

(c) To promote or to aid in any manner, financially or
otherwise, any person, firm, corporation or association of which any
shares of stock, bonds, notes, debentures or other securities or
evidences of indebtedness are held directly or indirectly by this corporation, and
for this purpose to guarantee the contracts, dividends, shares, bonds,
debentures, notes and other obligations of such other persons, firms,
corporations or associations; and to do any other act or things
designed to protect, preserve, improve or enhance the value of such
shares, bonds, notes, debentures, or other securities or evidences of
indebtedness.

(d) To borrow and lend money, but nothing herein contained
shall be construed as authorizing the corporation to engage in the
banking, loan, building and loan, brokerage, factorage, insurance,
indemnity, savings or trust business.

10. The shareholders of the Corporation shall have no preemptive right
to acquire additional or treasury shares of any class of the Corporation,
whether now or hereafter authorized, or to acquire any obligations convertible
into shares of the Corporation.

11. The personal liability of each director of the Corporation is
eliminated to the fullest extent permitted by the provisions of the Business
Corporation Act of the State of North Carolina, as presently in effect or as the
same may hereafter from time to time be in effect. No amendment, modification or
repeal of this Article 11 shall adversely affect any right or protection of a
director that exists at the time of such amendment, modification or repeal.

 

 

February 1, 2006:

 

ARTICLES OF AMENDMENT

OF

WACHOVIA CORPORATION

     The undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation to fix the preferences, limitations and relative rights of a new series of its class of Class A Preferred Stock:

1. The name of the corporation is WACHOVIA CORPORATION.

2. The following text will be added to Article IV of the restated articles of incorporation of the corporation to set forth the terms of the corporation’s Series I, Class A Preferred Stock by adding a new section (H) to such Article:

          “(H) Series I, Class A Preferred Stock

          Section 1. Designation. The designation of the series of Class A Preferred Stock created by this Section H of Article IV shall be Series I, Class A Preferred Stock, with no par value and a liquidation preference of $100,000 per share (hereinafter referred to as the “Series I Preferred Stock”). Each share of Series I Preferred Stock shall be identical in all respects to every other share of Series I Preferred Stock. Series I Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

          Section 2. Number of Shares. The number of shares of Series I Preferred Stock shall be 25,010. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series I Preferred Stock then outstanding) by the board of directors. Shares of Series I Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series. The Corporation shall have the authority to issue fractional shares of Series I Preferred Stock.

          Section 3. Definitions. As used herein with respect to Series I Preferred Stock:

               “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in Charlotte, North Carolina or New York, New York are not authorized or obligated by law, regulation or executive order to close.

               “Depositary Company” shall have the meaning set forth in Section 6(d) of Section H of Article IV.

               “Dividend Payment Date” shall have the meaning set forth in Section 4(a) of Section H of Article IV.

               “Dividend Period” shall have the meaning set forth in Section 4(a) of Section H of Article IV.

               “DTC” means The Depositary Trust Company, together with its successors and assigns.

               “Junior Stock” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series I 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 the Corporation.

               “London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.

               “Parity Stock” means any other class or series of stock of the Corporation that ranks on a par with Series I Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

               “Series I Preferred Stock” shall have the meaning set forth in Section 1 of Section H of Article IV.

               “Telerate Page 3750” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to London Interbank Offered Rate for U.S. dollar deposits).

               “Three-Month LIBOR” means, with respect to any Dividend Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the second London Banking Day preceding the first day of that Dividend Period. If such rate does not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 a.m., London time on the second London Banking Day preceding the first day of that Dividend Period. Wachovia Bank, National Association, as calculation agent for the Preferred Stock, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series I Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series I Preferred Stock upon request and will be final and binding in the absence of manifest error.

          Section 4. Dividends.

               (a) Rate. Holders of Series I Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors, but only out of funds legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000 per share of Series I Preferred Stock, and no more, payable: (1) if the Series I 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. If any date prior to March 15, 2011 specified pursuant to the preceding sentence is not a Business Day, then dividends will be payable on the first Business Day following such date, without accrual to the actual payment date; if any date on or after March 15, 2011 specified pursuant the preceding sentence is not a Business Day, then dividends will be payable on the first Business Day following such date and dividends shall accrue to the actual payment date. The term “Dividend Payment Date” means each of the following dates occurring after the date of issuance of the Series I Preferred Stock: (i) each March 15 and September 15 through September 15, 2010 and (ii) each March 15, June 15, September 15 and December 15, or if any such day in the case of this clause (ii) is not a Business Day, the next Business Day. The term “Dividend Period” means each period from and including a Dividend Payment Date (or the date of issuance of the Series I Preferred Stock for the first Dividend Payment Date) to but excluding the next Dividend Payment Date. For any Dividend Period ending prior to the Dividend Payment Date in March 2011 dividends will accrue at a rate per annum equal to 5.80%, and for any Dividend Period ending after the Dividend Payment Date in March 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%. The amount of dividends payable for any Dividend Period (1) ending prior to the Dividend Payment Date in March 2011 shall be computed on the basis of a 360-day year consisting of twelve 30-day months and (2) beginning on or after the Dividend Payment Date in March 2011 shall be computed on the basis of a 360-day year and the actual number of days elapsed.

               (b) Non-Cumulative Dividends. Dividends on shares of Series I Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series I Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series I Preferred Stock shall have no right to receive, dividends accrued for the Dividend Period ending immediately prior to such Dividend Payment Date after such Dividend Payment Date or to pay interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series I Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation. Holders of Series I Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full dividends for each Dividend Period on the Series I Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any Dividend Payment or Dividend Payments or failure to make any Dividend Payment or Dividend Payments.

               (c) Priority of Dividends. So long as any share of Series I Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a 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 the Corporation, and (iii) no shares of Parity Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series I Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, unless full dividends on all outstanding shares of Series I Preferred Stock for the then-current Dividend Period have been paid in full or declared and set aside for payment. The foregoing shall not restrict the ability of the Corporation, or any affiliate of the Corporation, to engage in any market-making transactions in the Junior Stock or Parity Stock in the ordinary course of business. When dividends are not paid in full upon the shares of Series I Preferred Stock and any Parity Stock, all dividends declared upon shares of Series I Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series I Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on such offered stock that may be in arrears. If the board of directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of the Series I Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the board of directors may be declared and paid on any Junior Stock from time to time out of any funds legally available therefor, and the shares of Series I Preferred Stock shall not be entitled to participate in any such dividend.

          Section 5. Liquidation Rights.

               (a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series I Preferred Stock shall be entitled, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series I Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidation preference in an amount equal to $100,000 per share, plus an amount equal to all accrued and unpaid dividends for the then-current Dividend Period to the date of liquidation. The holder of Series I Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

               (b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the liquidation preference to all holders of Series I Preferred Stock and the liquidation preferences of any Parity Stock to all holders of such Parity Stock, the amounts paid to the holders of Series I Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences of Series I Preferred Stock and all such Parity Stock.

               (c) Residual Distributions. If the liquidation preference has been paid in full to all holders of Series I Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

               (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

          Section 6. Redemption.

               (a) Optional Redemption. So long as full dividends for all outstanding shares of Series I Preferred Stock for the then-current Dividend Period have been paid or declared and a sum sufficient for the payment thereof set aside, the Corporation, at the option of the board of directors, may redeem in whole or in part the shares of Series I Preferred Stock at the time outstanding, at any time on or after the later of March 15, 2011 and the date of original issuance of the Series I Preferred Stock, upon notice given as provided in Subsection (b) below, at the redemption price in effect at the redemption date as provided in this Section 6. The redemption price for shares of Series I Preferred Stock shall be $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.

               (b) Notice of Redemption. Notice of every redemption of shares of Series I Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series I Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series I Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series I Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series I Preferred Stock to be redeemed; (iii) the redemption price; (iv) the place or places where the Series I Preferred Stock are to be redeemed; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

               (c) Partial Redemption. In case of any redemption of only part of the shares of Series I Preferred Stock at the time outstanding, the shares of Series I Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series I Preferred Stock in proportion to the number of Series I Preferred Stock held by such holders or by lot or in such other manner as the board of directors may determine to be fair and equitable. Subject to the provisions hereof, the board of directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series I Preferred Stock shall be redeemed from time to time.

               (d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the board of directors (the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

          Section 7. Voting Rights. The holders of Series I Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law.

          Section 8. Conversion. The holders of Series I Preferred Stock shall not have any rights to convert such Series I Preferred Stock into shares of any other class of capital stock of the Corporation.

          Section 9. Rank. Notwithstanding anything set forth in the articles of incorporation or these Articles of Amendment to the contrary, the board of directors, without the vote of the holders of the Series I Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or any class of securities ranking senior to the Series I Preferred Stock as to dividends and upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

          Section 10. Repurchase. Subject to the limitations imposed herein, the Corporation may purchase and sell Series I Preferred Stock from time to time to such extent, in such manner, and upon such terms as the board of directors may determine; provided however, that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

          Section 11. Unissued or Reacquired Shares. Shares of Series I Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of Class A Preferred Stock without designation as to series.

          Section 12. No Sinking Fund. Shares of Series I Preferred Stock are not subject to the operation of a sinking fund.”

3. The amendments to the articles of incorporation contained herein do not require shareholder approval pursuant to Section 55-6-02 of the North Carolina Business Corporation Act, since they create a new series of shares of a class that has no outstanding shares and do not affect a series of a class of shares in one or more of the ways described in Section 55-10-04 of the North Carolina Business Corporation Act. The amendments to the articles of incorporation were duly adopted by the board of directors on January 27, 2006.

     This the 30th day of January, 2006.

 

 

 

 

 

 

WACHOVIA CORPORATION
 

 

 

By:  

/s/ Ross E. Jeffries, Jr.  

 

 

 

    Name:  

Ross E. Jeffries, Jr. 

 

 

 

    Title: Senior Vice President 

 

 

ARTICLES OF AMENDMENT

OF

WACHOVIA CORPORATION

The undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation to remove provisions classifying terms of its board of directors:

1. The name of the corporation is WACHOVIA CORPORATION.

2. Article 7 of the Articles of Incorporation is hereby amended by deleting the second full paragraph thereof and by deleting the last sentence of the third paragraph thereof. Article 7 of the Articles of Incorporation as amended shall read as follows:

“7. The number of directors shall be determined from time to time by the affirmative vote of a majority of the directors then in office, but the number of directors shall not be less than nine or more than 30, provided that no decrease in the number of directors shall shorten the term of any director then in office.

Vacancies in the board of directors that occur between annual meetings of shareholders at which directors are elected, including vacancies resulting from an enlargement of the board within the authorized number of nine to 30 directors, shall be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum or by a sole remaining director, except that any vacancies resulting from removal from office by a vote of shareholders may be filled by a vote of shareholders at the same meeting at which such removal occurs.

Any director or directors may be removed from office only for cause and only by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the corporation entitled to vote in the election of directors, voting together as a single class.

The foregoing provisions of this Article 7 shall not apply to any director who may be elected under specified circumstances by holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation.

Special meetings of shareholders, other than special meetings called under specified circumstances for holders of any class or series of stock of the corporation having a preference over the common stock as to dividends or upon liquidation, may be called only by the Board of Directors, the Chairman of the Board, or the President of the corporation.

 

Notwithstanding any other provisions of this Charter or the By-laws of the corporation (and as permitted under North Carolina law to require higher voting percentages than otherwise prescribed by law), the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provision (in this Charter, the By-laws of the corporation or otherwise) or take any action inconsistent with or (as to any matter covered by this Article 7) in a manner other than as prescribed by, this Article 7.”

3. The Articles of Incorporation are hereby amended by adding the following Article 12 to the Articles of Incorporation, which shall read as follows:

“12. Except as may otherwise be provided by these Articles of Incorporation, a nominee for director in an uncontested election shall be elected to the board of directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. For purposes of the foregoing, an “uncontested election” means any meeting of shareholders at which directors are elected and with respect to which either (i) no shareholder has submitted to the Secretary of the corporation a notice of an intent to nominate a candidate for election at such meeting pursuant to the advance notice requirements for shareholder nominees for director set forth in the corporation’s By-laws or (ii) if such a notice has been submitted with respect to such meeting, all such notices with respect to such meeting have been withdrawn by their respective submitting shareholders in writing to the Secretary of the corporation on or before the tenth day preceding the date the corporation first mails its notice of meeting for such meeting to the shareholders. In the event that votes cast for a nominee’s election are equal to or less than the votes cast against such nominee’s election in an uncontested election, the board of directors may decrease the number of directors, fill any vacancy, or take other appropriate action. In all director elections other than uncontested elections, directors shall be elected by a plurality of the votes cast.”

4. The amendments to the articles of incorporation contained herein require shareholder approval pursuant to the North Carolina Business Corporation Act, and the shareholders duly adopted the amendments to the articles of incorporation at the annual meeting of shareholders of the Corporation on April 17, 2007 by the requisite vote. The board of directors duly adopted the amendments to the articles of incorporation on February 20, 2007.

This the 17th day of April, 2007.

 

 

 

 

WACHOVIA CORPORATION

 

 

By:

 

/s/ Ross E. Jeffries, Jr.

Name:

 

Ross E. Jeffries, Jr.

Title:

 

Senior Vice President