Executive Employment Offer Letter

EXHIBIT (10)

July 9, 2008

Robert K. Steel,
  301 South College Street,
     One Wachovia Center,
          Charlotte, North Carolina - 28288.

Bob,

I am pleased to offer you the position of President and Chief Executive Officer of Wachovia Corporation and, in connection therewith, to offer you a position on Wachovia Corporation’s Board of Directors. The Board is unanimous in its decision that you are the right person to provide sound leadership to build on Wachovia’s core strengths and successfully manage it through the current environment as a strong and independent company.

Our offer consists of the following arrangements:

	1.		You will serve as President and Chief Executive Officer, reporting directly to the Board, and will also be appointed to the Board.
	2.		You will receive a base salary of $1.1 million per year, which may be reviewed and increased in accordance with Wachovia’s standard policies but may not be decreased.
	3.		Your target annual bonus will be $6 million, with actual bonuses ranging form $0 to $12 million, based on goals consistent with those that apply to other Operating Committee members. The target economic value for your annual long-term incentive will be $15 million. Your target annual bonus and target annual long-term incentive may be reviewed and changed from time to time in accordance with Wachovia’s standard policies.
	4.		For 2008, your annual long-term incentive grant will be a combination of options and performance restricted stock awards (RSAs) that will be granted on July 15, 2008 pursuant to the Wachovia 2003 Stock Incentive Plan (as amended and restated), as follows:

•

A non-qualified stock option to purchase a total of 1.5 million Wachovia shares, at a price per share equal to 100% of Fair Market Value (as defined

			in the Plan) on the date of grant. Subject to the terms of the Plan and this letter, the shares under this option shall become exercisable in substantially equal installments on the first, second and third anniversary of grant and will remain so exercisable until the tenth anniversary of grant, on which date the option shall terminate, to the extent not previously exercised or forfeited.
	•		Performance RSAs in respect of Wachovia shares having a Fair Market Value on the date of grant equal to the difference between $15 million and the value of the stock options (using Wachovia’s standard valuation methods and based on the average closing price of Wachovia shares over the 30 days ending on the date of this letter). These RSAs will have both a Performance Goal and an employment requirement. The Performance Goal for one-half of the RSAs will be that the Fair Market Value of the shares is at least $25 per share for 15 consecutive trading days on the New York Stock Exchange and for the other half of the RSAs will be that the Fair Market Value of the shares is at least $30 per share for 15 consecutive trading days on the New York Stock Exchange. The employment requirement for all of these RSAs is that you remain employed until July 15, 2011. Subject to the terms of the Plan and this letter, the RSAs will vest on the later of satisfaction of the relevant Performance Goal and the employment requirement and will be forfeited if the relevant Performance Goal is not satisfied by July 15, 2014.

	5.		In addition, you will be granted a special one-time grant of performance RSAs on July 15, 2008 in respect of Wachovia shares having a Fair Market Value on the date of grant equal to $10 million. The Performance Goal for one-half of these RSAs will be that the Fair Market Value of the shares is at least $20 per share for 15 consecutive trading days on the New York Stock Exchange and for the other half of the RSAs will be that the Fair Market Value of the shares is at least $35 per share for 15 consecutive trading days on the New York Stock Exchange. The employment requirement of all of these RSAs is that you remain employed until July 15, 2011. Subject to the terms of the Plan and this letter, the RSAs will vest on the later of satisfaction of the relevant Performance Goal and the employment requirement and will be forfeited if the relevant Performance Goal is not satisfied by July 15, 2014.
	6.		Wachovia will issue you award agreements with respect to the equity awards provided in Section 4 and Section 5 promptly following grant (which shall be consistent with the provisions of this letter agreement and shall govern the awards). For the avoidance of doubt, the performance RSAs will pay dividends in accordance with the Plan and will not be subject to negative discretion to the extent Performance Goals are satisfied.
	7.		You will be required to use corporate aircraft or other private aircraft for personal travel, consistent with Wachovia’s current practices (subject to reconsideration in the event of any material adverse change in the tax treatment of such travel during your term of employment). In addition, for 2008 you will be entitled to any additional perquisites consistent with the policies and programs currently in place for Wachovia’s Chief Executive Officer. After 2008, these additional perquisites may be reviewed and changed from time to time in a manner that is at least as favorable to you as

			it is to any other member of the Operating Committee. In connection with your acceptance of this offer, Wachovia will provide you with relocation assistance consistent with Wachovia’s policies (adjusted, to the extent appropriate, for a Chief Executive Officer in your circumstances) and will pay reasonable legal fees incurred in connection with your review of these arrangements. In addition, Wachovia agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that you may reasonably incur as a result of any contest by Wachovia, you or others of the validity or enforceability of, or liability under, any provision of this letter (including as a result of any contest by you about the amount of any payment pursuant to this letter), plus in each case interest on any delayed payment at the applicable Federal rate. Notwithstanding the foregoing, if it is finally judicially determined that you brought any claims contemplated in the previous sentence in bad faith, you shall reimburse Wachovia for such fees and expenses which are reasonably related to such bad faith claim. To the extent any taxable expense reimbursement under this Section 7 is subject to Section 409A, the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
	8.		You will not be entitled to any severance payment on termination of your employment with Wachovia. However, if your employment terminates for a Covered Termination (as defined in Annex A ), (1) the employment requirement relating to the Performance RSAs provided for in Sections 4 and 5 of this letter will be waived, but the relevant Performance Goals will continue to apply, and (2) to the extent not otherwise vested in accordance with the relevant stock compensation plans, all options to purchase Wachovia shares (including the options provided for in Section 4) and other equity grants (other than the Performance RSAs provided for in Sections 4 and 5 of this letter) will continue to vest in accordance with the applicable terms of such grants as if your employment with Wachovia had continued for a period of two years and then, to the extent not otherwise vested in accordance with the preceding clause, all such other unvested stock options and other equity grants will vest (with such other options remaining exercisable until the scheduled expiration), to the extent not previously exercised or forfeited, as applicable. In addition, if any payment or benefit provided you by Wachovia (whether in connection with your termination or otherwise) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor statute), you shall be entitled to the benefit set forth in Annex B.
	9.		If you are not otherwise eligible for Wachovia’s retiree medical program on termination of your employment (other than a termination for Cause, as defined in Annex A ), Wachovia will provide you access to its retiree medical program then in effect, subject to your paying the full cost of coverage, so long as such access does not materially impact the tax treatment of such program to Wachovia under any requirements then in effect.
	10.		You agree to comply with the restrictive covenants set forth in Annex C and with the remedies provided therein.

11.

During and after your employment hereunder, Wachovia shall indemnify you in your capacity as a director and officer of Wachovia to the fullest extent permitted by applicable law and Wachovia’s charter and by-laws, and shall provide you with director and officer liability insurance coverage on the same basis as Wachovia’s other directors and executive officers.

This offer of at-will employment will remain in effect until July 14, 2008. If you do not accept this offer by that time or start employment by July 14, 2008, this offer will be void and of no effect.

*            *           *

     I look forward to your joining the Wachovia team.

I agree with and accept the foregoing offer of at-will employment, subject to the terms and conditions provided in this letter.

/s/ Robert K. Steel   Robert K. Steel

Annex A

Certain Defined Terms

1.		“ Cause ” means (a) your continued and willful failure to perform substantially your duties with Wachovia or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by Wachovia which specifically identifies the manner in which Wachovia believes that you have not substantially performed your duties and a reasonable time for such substantial performance has elapsed since delivery of such demand, or (b) your willful engaging in illegal conduct or gross misconduct which is materially injurious to Wachovia.
		For purposes of this definition, no act, or failure to act, on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of Wachovia. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chairman of the Board or based upon the advice of counsel for Wachovia shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of Wachovia. Wachovia’s termination of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, you are guilty of the conduct described in clause (a) or (b) above, and specifying the particulars thereof in detail.

2.

“ Change of Control ” has the meaning assigned in the Wachovia 2003 Stock Incentive Plan (as amended through the date of this letter).

3.

“ Covered Termination ” means (a) you terminating your employment with Wachovia for Good Reason or (b) Wachovia terminating your employment other than for Cause, death, Disability or Retirement. In addition, (i) for purposes of the equity grants provided for in Sections 4 and 5 of this letter,