Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 16, 2009, the board of directors of Wachovia Preferred Funding Corp.
("WPFC") elected Howard T. Hoover to WPFC's board of directors, effective
immediately. Mr. Hoover, 64, retired in June 2007 as a senior partner with
Deloitte & Touche LLP. Mr. Hoover served in a number of client service and
leadership roles in his 34-year career at Deloitte & Touche LLP, with expertise
in financial services. The board of directors of WPFC has determined that
Mr. Hoover is deemed to be "independent" of WPFC, as determined in accordance
with applicable New York Stock Exchange corporate governance rules and WPFC's
certificate of incorporation. Mr. Hoover has also been appointed to serve on the
audit committee of WPFC's board of directors. Mr. Hoover will receive
compensation for his service as a non-employee director of WPFC as described in
WPFC's 2009 proxy statement.
