THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Wachovia Corporation (WB)

3/13/2006 Proxy Information

Mr. Neubauer is the chief executive officer and the beneficial owner of approximately 39% of the voting securities of ARAMARK Corporation, a publicly traded service management company, and in 2005, ARAMARK provided food and vending services to Wachovia.

Mr. Goodwin is the chief executive officer of The Riverstone Group, LLC, an owner and operator of, among other things, resort and hospitality properties, which is owned by members of Mr. GoodwinÕs immediate family. The Riverstone Group, LLC provided certain hotel, restaurant and meeting services to Wachovia in 2005.

Mr. Smith is a director and owns approximately 31% of the voting interests of The Greenwood Group, Inc, a Manpower staffing services franchisee, and in 2005, The Greenwood Group provided contract-staffing services to Wachovia.

The board also considered that a brother-in-law of Mr. James is a partner in Bradley Arant Rose & White LLP, a large law firm, which in the past has provided legal services to SouthTrust Corporation, including in connection with the SouthTrust-Wachovia merger, and provided legal services to Wachovia in 2005. In determining that this is not a material relationship involving Mr. James the board considered that these payments represented approximately 1.5% of the law firmÕs consolidated annual gross revenues and Mr. JamesÕ brother-in-law was not directly involved in providing legal services to Wachovia. In addition, the board considered that the brother of Mr. Whitaker is an employee of Wachovia Bank, National Association. The board determined that this relationship is not material pursuant to the Director Independence Standards because Mr. WhitakerÕs brother is not an executive officer of Wachovia and his compensation and benefits were established in accordance with the compensation policies and practices applicable to Wachovia employees in comparable positions. In addition, Mr. WhitakerÕs brotherÕs compensation is 100% derived from sales-based commissions, using criteria applicable to all employees in comparable positions. The board also considered that some Wachovia directors were directors, but not officers or significant equity owners, of entities that are customers of Wachovia or otherwise do business with, or received charitable contributions from, Wachovia, but determined pursuant to the Director Independence Standards that these relationships did not impair the independence of those directors.

3/14/2005 Proxy Information

Our executive officers and directors (including their immediate family members and organizations with which they are affiliated) are customers of ours and, in some cases, have lending relationships with WachoviaÕs banking subsidiaries. In managementÕs opinion, the lending relationships with these directors and officers were made in the ordinary course of business and on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other customers and do not involve more than normal collection risk or present other unfavorable features. In addition to these lending relationships, some directors and their affiliated organizations provide services or otherwise do business with Wachovia and its affiliated entities, and we in turn provide services, including retail brokerage, investment banking and other financial services, or otherwise do business with the directors and their organizations, in each case in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other nonaffiliated persons. See ÒCorporate Governance Policies and PracticesÑDirector IndependenceÓ. The son of Wallace D. Malone, Jr., the Vice Chairman of Wachovia and a director, is a partner in a law firm that has provided legal services to SouthTrust Corporation and its predecessors for over 50 years. SouthTrust paid fees of $131,417 to the firm in 2004. Following the SouthTrust merger in November 2004, Wachovia paid fees of $19,677 to the firm. In the future, the law firm is expected to continue to provide similar legal services to Wachovia.

The board also considered that a brother-in-law of Mr. James is a partner in Bradley Arant Rose & White LLP, a large law firm, which in the past has provided legal services to SouthTrust Corporation, including in connection with the SouthTrust/Wachovia merger, and provides legal services to Wachovia following the merger. In 2004, following completion of the merger, Wachovia made payments to the law firm for legal services primarily performed by the firm for SouthTrust prior to the merger. In determining that this is not a material relationship involving Mr. James the board considered that these payments represented approximately 1% of the law firm's consolidated annual gross revenues and Mr. James' brother-in-law was not directly involved in providing legal services to SouthTrust or Wachovia.

The brother of Mr. John C. Whitaker is an employee of Wachovia Bank, National Association. The board determined that this relationship is not material pursuant to the Director Independence Standards because Mr. Whitaker's brother is not an executive officer of Wachovia and his compensation and benefits were established in accordance with the compensation policies and practices applicable to Wachovia employees in comparable positions. In addition, Mr. Whitaker's brother's compensation is 100% derived from sales-based commissions, using criteria applicable to all employees in comparable positions.

John D. Baker is not independent because Mr. Baker is an executive officer of Florida Rock Industries, Inc. The board determined that G. Kennedy Thompson is not independent because served as a member of Florida RockÕs compensation committee until October 2002. The board determined that Mr. Richey is not independent because Van L. Richey is an executive officer of American Cast Iron Pipe Company.

Lanty Smith is a director and owns approximately 33% of the voting interests of The Greenwood Group, Inc, a Manpower staffing services franchisee, and in 2004, The Greenwood Group provided contract-staffing services to Wachovia.

William H. Goodwin is the chief executive officer of The Riverstone Group, LLC, an owner and operator of, among other things, resort and hospitality properties, which is owned by members of Mr. Goodwin's immediate family. The Riverstone Group, LLC provided certain hotel, restaurant and meeting services to Wachovia in 2004.

Wallace D. Malone, Jr., WachoviaÕs Vice Chairman and a director since the November 1, 2004 completion of our merger with SouthTrust Corporation, was previously Chairman and Chief Executive Officer of SouthTrust.

Mr. Neubauer is the chief executive officer and the beneficial owner of approximately 35% of the voting securities of ARAMARK Corporation, a publicly traded service management company, and in 2004, ARAMARK provided food and vending services to Wachovia.

3/15/2004 Proxy Information

The board determined that Mr. Thompson, the Chairman, President and Chief Executive Officer of Wachovia, is not independent because he is an employee of Wachovia. In addition, the board determined that Mr. Baker is not independent because Mr. Baker is an executive officer of Florida Rock Industries, Inc. and Mr. Thompson served as a member of Florida RockÕs compensation committee until October 2002.

3/17/2003 Proxy Information

Mr. Neubauer is chairman, chief executive officer and the beneficial owner of approximately 24% of the voting securities of ARAMARK Corporation, a public company. ARAMARK provides food and vending services to Wachovia and in 2002 received an immaterial amount of payments from Wachovia and its employees for such services (e.g., less than 1% of ARAMARKÕs and WachoviaÕs respective total revenues in fiscal 2002). The board concluded that this is not a material relationship. The board also considered that during 2002, the 57-year-old brother of Mr. Whitaker was employed by Wachovia Bank, National Association, as an investment advisor. The board determined that this is not a material relationship, and in reaching this conclusion the board considered, among other things, that Mr. WhitakerÕs brother is not an executive officer of Wachovia, that his brotherÕs compensation and benefits were consistent with those provided to other employees with similar qualifications and responsibilities, and that Mr. Whitaker has no direct or indirect financial interest in any compensation or benefits received by his brother. As part of the boardÕs evaluation, the board also noted that none of the directors received any consulting, advisory or other compensatory fees from Wachovia (other than for services as a director) or is a partner, member or principal of an entity that provided accounting, consulting, legal, investment banking, financial or other advisory services to Wachovia.

Based on this independence review and evaluation, and on other facts and circumstances the board deemed relevant, the board, in its business judgment, affirmatively determined that all of WachoviaÕs directors and nominees are independent, with the exception of G. Kennedy Thompson and John D. Baker. Mr. Thompson is an employee of Wachovia. Mr. J. Baker is an executive of Florida Rock Industries, Inc. and Mr. Thompson has in the past served as a member of Florida RockÕs compensation committee, including during most of 2002.

Although Mr. Thompson is no longer serving on Florida RockÕs compensation committee, the board concluded that Mr. Baker does not satisfy the independence requirements of the Proposed NYSE Rules because of the prior compensation committee interlock relationship with Mr. Thompson.