Form of stock award agreement for employees of Wachovia Corporation, including Jonathan Weiss [Wachovia Corporation letterhead]

[Date]

[Addressee]

[Address]

[City], [State] [Zipcode]

Dear [Addressee]:

Wachovia Corporation (the “Corporation”) adopted the Amended and Restated 2003 Stock Incentive Plan (the “Plan”) to enable the Corporation to help attract and retain the services of key employees upon whose judgment, interest and special effort the successful conduct of the Corporation's business is largely dependent. To further this purpose, the Board of Directors of the Corporation has granted to you the following stock options and/or restricted shares relating to the Corporation’s common stock. The grant of the award(s) is subject in all respects to the terms and conditions of this letter, the Plan and the related Information Statement. The terms of the Plan and the Information Statement are expressly incorporated into this letter. To the extent this letter and the Plan conflict, the terms of the Plan control. Any capitalized terms not defined in this letter will have the meanings given to them in the Plan.

On [Date] you were granted a non-qualified stock option (“NQSO”) to purchase an aggregate of [Number of Options Granted] shares of the Corporation's common stock, at a price of $[Option Price] per share. Subject to the terms of the Plan and this letter, the shares under this option shall become exercisable [Description of Vesting Period and Pro Rated Amounts, if applicable] beginning one year from the date of grant and will remain so exercisable until [Option Expiration Date] on which date the NQSO hereby granted shall terminate, to the extent not previously exercised or forfeited.

On [Date] you were granted [Number of Restricted Shares Awarded] restricted shares (“Restricted Shares”) of the Corporation’s common stock. The Restricted Shares granted hereby may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (the “Transfer Restrictions”) except in accordance with the following schedule or as otherwise may be provided in the Plan:

Unless the Committee determines otherwise, if your employment with the Corporation shall terminate by reason of death, Retirement, displacement (as interpreted under the Wachovia severance plan) or Disability, any of the shares under this

option that are unvested shall become immediately exercisable on the Date of Termination of Employment and will remain so until [Option Expiration Date] on which date the NQSO hereby granted shall terminate, to the extent not previously exercised or

forfeited. Unless the Committee determines otherwise, if your employment with the Corporation shall terminate for any reason (including upon the 91st day of a personal, administrative, or educational leave of absence) other than Death, Retirement, displacement or Disability, (i) any then outstanding but unexercisable shares granted to you under this NQSO will be forfeited on the Date of Termination of Employment, and (ii) any then outstanding and exercisable shares granted under this option will be forfeited on the expiration date of such NQSO or three months after the Date of Termination of Employment, whichever period is shorter; provided, however, if such employment terminates due to involuntary termination by the Corporation, the Committee may, in its sole discretion, (i) waive the automatic forfeiture of any or all such NQSOs, (ii) retain the full term of the option award, and/or (iii) add such new restrictions to such NQSO as it deems appropriate.

Unless the Committee determines otherwise, if your employment with the Corporation shall terminate because of death, Retirement, displacement (as interpreted under the Wachovia severance plan), or Disability, any remaining Transfer Restrictions applicable to the RSAs granted under this award shall automatically terminate and, these RSAs shall be free of restrictions and freely transferable. Unless the Committee determines otherwise, if your employment with the Corporation shall terminate for any reason (including upon the 91st day of a personal, administrative or educational leave of absence) other than death, Retirement, displacement or Disability, then any of the RSAs granted under this award subject to Transfer Restrictions on the date of such termination shall automatically be forfeited on the Date of Termination of Employment and returned to the Corporation; provided, however, if such employment terminates due to involuntary termination by the Corporation, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all such RSAs and/or may add such new restrictions to such RSAs as it deems appropriate.

Please update your beneficiary designation online via your equity account at Wachovia Stock Option Services. If you have any questions concerning your grant, please contact Wachovia Stock Option Services at ###-###-####.

Sincerely,

Ken Thompson

Enclosures