Exhibit 99(d)
Final Terms
28 July 2006
WACHOVIA CORPORATION
Issue of €1,500,000,000 Floating Rate Notes due August 2011
under the U.S.$20,000,000,000
Euro Medium Term Note Programme
PART A — CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 21 July 2006 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (theProspectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at Investor Relations, Wachovia Corporation, One Wachovia Center, 301 South College Street NC 0206, Charlotte, North Carolina 28288, United States of America and the Market News section of the London Stock Exchange website (www.londonstockexchange.com) and copies may be obtained from Investor Relations, Wachovia Corporation, One Wachovia Center, 301 South College Street NC 0206, Charlotte, North Carolina 28222, United States of America.
| 1. | Issuer: | Wachovia Corporation | ||
| 2. | (a) Series Number: | B | ||
| (b) Tranche Number: | 1 | |||
| 3. | Specified Currency or Currencies: | Euro (€) | ||
| 4. | Aggregate Nominal Amount: | |||
| (a) Series: | €1,500,000,000 | |||
| (b) Tranche: | €1,500,000,000 | |||
| 5. | Issue Price: | 99.814 per cent. of the Aggregate Nominal Amount | ||
| 6. | Specified Denominations: | €50,000 | ||
| 7. | (a) Issue Date: | 1 August 2006 | ||
| (b) Interest Commencement Date: | 1 August 2006 | |||
| 8. | Maturity Date: | Floating rate — Interest Payment Date falling in or nearest to August 2011 | ||
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| 9. | Interest Basis: | Floating Rate | ||
| 10. | Redemption/Payment Basis: | Redemption at par | ||
| 11. | Change of Interest Basis or Redemption/Payment Basis: | Not Applicable | ||
| 12. | Put/Call Options: | Not Applicable | ||
| 13. | Status of the Notes: | Senior | ||
| 14. | Method of distribution: | Syndicated | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 15. | Fixed Rate Note Provisions | Not Applicable | ||||
| 16. | Floating Rate Note Provisions | Applicable | ||||
(a) | Specified Period(s)/Specified Interest Payment Dates: | 1 February, 1 May, 1 August and 1 November in each year commencing on 1 November 2006 up to, and including, 1 August 2011 | ||||
(b) | Business Day Convention: | Modified Following Business Day Convention | ||||
(c) | Additional Business Centre(s): | Not Applicable | ||||
(d) | Manner in which the Rate of Interest and Interest Amount is to be determined: | Screen Rate Determination | ||||
(e) | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Issuing and Principal Paying Agent): | Not Applicable | ||||
(f) | Screen Rate Determination: | |||||
• Reference Rate: | 3 month EURIBOR | |||||
• Interest Determination Date(s): | The second day on which the TARGET System is open prior to the start of each Interest Period. | |||||
• Relevant Screen Page: | EBF page on Bloomberg | |||||
| (g) | ISDA Determination: | Not Applicable | ||||
• Floating Rate Option: | Not Applicable | |||||
• Designated Maturity: | Not Applicable | |||||
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• Reset Date: | Not Applicable | |||||
| (h) | Margin(s): | + 0.10 per cent. per annum | ||||
| (i) | Minimum Rate of Interest: | Not Applicable | ||||
| (j) | Maximum Rate of Interest: | Not Applicable | ||||
| (k) | Day Count Fraction: | Actual/360 | ||||
| (l) | Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: | Not Applicable | ||||
| 17. | Zero Coupon Note Provisions | Not Applicable | ||||
| 18. | Index Linked Interest Note Provisions | Not Applicable | ||||
| 19. | Dual Currency Interest Note Provisions | Not Applicable | ||||
PROVISIONS RELATING TO REDEMPTION
| 20. | Issuer Call: | Not Applicable | ||||
| 21. | Investor Put: | Not Applicable | ||||
| 22. | Final Redemption Amount of each Note: | €50,000 per Note of €50,000 Specified Denomination | ||||
| 23. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5): | Condition 7.5 applies | ||||
GENERAL PROVISIONS APPLICABLE TO THE NOTES
| 24. | Form of Notes: | Bearer: | ||||
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Bearer Notes as set forth in the form of Permanent Bearer Global Note | ||||||
| 25. | New Global Note: | No | ||||
| 26. | Additional Financial Centre(s) or other special provisions relating to Payment Days: | Not Applicable | ||||
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| 27. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): | No | ||
| 28. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: | Not Applicable | ||
| 29. | Details relating to Instalment Notes: | |||
(a) Instalment Amount(s): | Not Applicable | |||
(b) Instalment Date(s): | Not Applicable | |||
| 30. | Redenomination applicable: | Redenomination not applicable | ||
| 31. | Other final terms: | Not Applicable | ||
| 32. | Additional United States Tax Considerations: | Not Applicable | ||
DISTRIBUTION
| 33. | (a) If syndicated, names of Managers: | Barclays Bank PLC UBS Limited Wachovia Securities International Limited
ABN AMRO Bank N.V. The Royal Bank of Scotland plc
Banco Santander Central Hispano, S.A. Bayerische Hypo-und Vereinsbank AG DZ BANK AG Deutsche Zentral-Genossenschaftsbank, ING Belgium SA/NV Lloyds TSB Bank plc Natexis Banques Populaires Société Générale UniCredit Banca Mobiliare S.p.A. | ||
(b) Stabilising Manager (if any): | Barclays Bank PLC | |||
| 34. | If non-syndicated, name of relevant Dealer: | Not Applicable | ||
| 35. | Whether TEFRA D rules applicable or TEFRA rules not applicable: | TEFRA D applicable | ||
| 36. | Additional selling restrictions: | Regulation S, Category 2 | ||
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LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$20,000,000,000 Euro Medium Term Note Programme of Wachovia Corporation and Wachovia Bank, National Association.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By: |
| |
Duly authorised |
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PART B — OTHER INFORMATION
| 1. | LISTING | |||
(i) Listing: | London | |||
(ii) Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 1 August 2006. | |||
(iii) Estimate of total expenses related to admission to trading: | £4,200 | |||
| 2. | RATINGS | |||
Ratings: | The Notes to be issued have been rated: | |||
S & P: A+ Moody’s: Aa3 Fitch: AA- | ||||
| 3. | NOTIFICATION | |||
Not Applicable | ||||
| 4. | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE | |||
| Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. | ||||
| 5. | REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES | |||
| (i) Reasons for the Offer | See “Use of Proceeds” in the Offering Circular | |||
(ii) Estimated net proceeds | Not Applicable | |||
(iii) Estimated total expenses | Not Applicable | |||
| 6. | YIELD(Fixed Rate Notes only) | |||
| Indication of yield: | Not Applicable | |||
| 7. | PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only) | |||
Not Applicable | ||||
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| 8. | PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) | |||||
| Not Applicable | ||||||
| 9. | OPERATIONAL INFORMATION | |||||
| (i) | ISIN Code: | XS0262914020 | ||||
| (ii) | Common Code: | 026291402 | ||||
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): | Not Applicable | ||||
| (iv) | Delivery: | Delivery against payment | ||||
| (v) | Names and addresses of additional Paying Agent(s) (if any): | Not Applicable | ||||
| (vi) | Intended to be held in a manner which would allow Eurosystem eligibility: | No | ||||
| 10. | GENERAL | |||||
| Tradeable amount | Not Applicable | |||||
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