Restricted - F.R. Wachovia Corporation 2007 RISK ASSESSMENT Top Tier Institution: Wachovia Corporation Business Lines: General Bank Group (GBG) Corporate Investment Bank (CIB) Capital Management Group (CMG) Wealth Management Group (WMG) Central Point of Contact: Richard F. Westerkamp, Jr. Team Members: Stan Poszywak, Deputy CPC and Basel Coordinator Danny Elder, Market Risk Nancy Stapp, Credit Risk Ryan Rehom, Interest Rate Risk and Liquidity Risk Jeremy Carter, Legal and Compliance Risk Todd Ryan, Operational Risk Jim Gearhart, Information Technology (IT) Kevin Littler, Financial Analyst Shared Support: Craig Frascati, Basel II Al Morris, Market Risk Jeremy Caldwell, Principal Investing Last Update: July 12, 2007 CONFIDENTIAL FCIC-134586 Restricted - F.R. Table of Contents page I. Institutional Overview 3 II. Risk Assessment Summary 20 Consolidated Executive Summary • Overall Summary Assessment of Inherent Risk 20 o Inherent Risk by Type • Overall Summary Assessment of Risk Management 23 o Risk Management and Controls o Risk Management by Type III. Detailed RAP Documentation 27 Credit Risk 27 Market Risk • Trading Book 47 • Banking Book 70 Liquidity Risk 84 Operational Risk 95 Legal and Compliance 116 IV. Risk l\1atrices and Institutional Overview Appendix Items 129 2007 Risk Matrices Appendix Items (Business Line Management) 2 CONFIDENTIAL FCIC-134587 Restricted - F.R. I. Institutional Overview Executive Summary Wachovia Corporation experienced significant growth through acquisition in Wachovia 3/31/07 RSSD 1073551 2006 2006 and the company is now the nation's fourth-largest financial holding Assets: $706Bn Nil : $15Bn company both in asset size and market capitalization (previously Wells Loans: $422Bn NIM: 3.12% Fargo's market capitalization was larger). Consolidated assets at the multi­ NPA I Loans 0.40% Nonlnt. Inc.: $15Bn state, multi-bank, holding company grew 36% over the year, as the corporation Deposits: $408Bn Revenue: $30Bn absorbed two significant lending acquisitions. As of 03/31 /07, consolidated assets stood at $706.4 billion. The scale and scope of these acquisitions Capital: $70Bn Nonlnt. Exp.: $17Bn shifted the asset mix of the institution and accelerated its geographic Tier1 RBCR: 7.35% Net Income: $8Bn expansion. The pace of development has continued in 2007 with Waehovia Total RBCR: 11.41% ROAA 1.34% announcing an additional major acquisition, the national retail broker AG. Edwards. Over recent years, Wachovia has established itself as a well diversified financial institution. The country's third largest institution by deposit market share and the largest retail bank franchise on the East coast, Wachovia already encompasses the nation's third largest retail brokerage firm and a top five personal trust provider, and is also a market leader in treasury management, commercial real estate and structured products. Ofthe corporation's $30 billion revenue in 2006, some 49% came from noninterest sources, and only 53% was generated by the corporation's General Banking business line. Access to capital market related revenues has aided the corporation in the face of ongoing interest margin contraction. Wachovia achieved net income of $7.8 billion in 2006, up 17% on 2005, and is forecasting net income of $9.4 billion in 2007. Historically biased towards commerciallcnding, the Assets $706 B n ~---~ 800 ~ ................ ---~, r ..............L... ia.. b.i .. li.t .. i.e .. s.T&8~oqUit,-.Y-- __,I acquisition of auto-lender WestCorp in 1Q06 and the 1'::1 All Other Assets Equity GoldenWest Financial mono-line retail mortgage I-----r~ ... l-+ 700 provider in 4Q06 shifted at least one side of the I c::; Goodwill & • Minority Int Intang. balance sheet to a more consumer focus. In a reversal 600 +----JIlQ.-1 600 ~ Cash & Equiv. III Long Term Debt ofthe position from one year ago, the majority (60%) 500 "-<.Mo·hl-- c of the $422 billion loan portfolio now constitutes lSI Trading Assets "' "' [JAil Other Liabs -~ 400 400 -g:; consumer loans (see chart). Wachovia has also "> :r: maintained an industry reputation for high asset I rJ Secutities 300 I--+··.··J--I·.· .. '!-+ 300 ~ Trading Liabs. quality. The WestCorp acquisition represented a 200 Iia Consumer Short Term move into higher risk/return subprime assets, and this Borrow 100 +--I~I----Vv<.r-j L..!·'"·.·'·l_-"·.·'·.·L.L 1 00 has been reflected in asset quality trends. In addition IZI Commercial Oepsits to growing substantially Wachovia's non-traditional 402005 102007 consumer mortgage book, the acquisition of GoldenWest injected some much needed deposits. Organic deposit growth proved to be elusive in 2006 and expansion­ driven liquidity needs spurred significant debt issuance. The gain of GoldenWest's branch network also expanded the geographic footprint of the corporation westward, with significant penetration into California. Wachovia now operates 3,400 retail banking offices in 21 states and Washington, DC, while Wachovia Securities currently has offices across 47 states. The proposed fourth-quarter 2007 integration of A.G. Edwards into Wachovia Securities would add 740 brokerage offices nationwide and increase client assets to over $1.1 trillion. Simultaneously, the corporation's modest international presence is undergoing expansion, not only through operational business lines where it has proven domestic competence, but also through IT process offshoring and foreign debt issuance. Ongoing challenges for 2007 include yield curve pressures, tlle perfonllance oftlle conSWller mortgage market, deposit growth, the integration of GoldenWest and AG. Edwards, the development of European investment banking operations, and the resourcing of infrastructure developments in light of the institution's expanding scope and complexity. Wachovia maintains a moderate inherent risk profile, satisfactory risk management and an RFIIC(D) rating for 2006 of 222/2(2). 3 CONFIDENTIAL FCIC-134588 Restricted - F.R. Introduction In setting the context for the Risk Assessment Program, this Institutional Overview describes the strategies and structures of Wachovia Corporation, together with its performance and regulatory framework. The first section outlines the corporate strategy of the institution, and this is followed by a description of how this strategy is implemented through the corporation's various lines of business. The extent of the achievement of this implementation is captured in a section on revenues and financial risk drivers. The final three sections outline the risk management framework and legal entity structures of the corporation, together with the broader regulatory scheme faced by the institution. Corporate Strategy Wachovia's overarching corporate strategy is to strengthen and grow the core activities within its established, diversified business portfolio with an emphasis on customer service and retention. This four business line portfolio generates diversified revenues from Wachovia's traditional banking presence, targeted high-net-worth services, corporate and investment banking activities, and retail brokerage and assets management. The organizational structures of the four business lines are described in detail in the next section, which also outlines the strategic value propositions of each business. Strategies are implemented within the business lines in pursuit of targets for revenue growth, merger-derived efficiencies, and expense reduction initiatives. Divisional strategies increasingly recognize the need to generate revenue through cross-selling capabilities between the business lines - managed through 'Client Partnership' arrangements. One key strategic resource that is utilized by these cross-selling propositions, is the corporation's competence in generating customer satisfaction. (Wachovia has been voted # 1 in customer service among banking peers for six straight years). At the corporate level, Wachovia has recently trended towards revenue growth activities which have a higher risk / return profile, whilst simultaneously Recent Growth Strategies building scale and diversifying geographic scope. • 2001: After a bitter contest with SunTrust, First Union Corp. Historically, Wachovia has been viewed as an industry leader in asset quality. acquires legacy Wachovia Corp. This emphasis has been underlined through the cultural embedding of an • 2003: Joint venture with Prudential economic capital performance management system since 2001. This corporate Financial Inc. creates nation's #3 risk / return focus has underpinned the strategy of opportunistically growing retail broker. the balance sheet with lower risk assets. The operational expression of this strategy is seen in the cultivation of volume businesses that retain fewer risky • 2004: The acquisition of $53Bn assets on the balance sheet. South Trust Corp., Birmingham, AL, creates the nation' s 4th largest The successful integration oftraditional banking SouthTrust Corp. during FHC by assets. 2005, together with its associated asset sales, did little to shift the • 2005: Purchase of correspondent corporation's risk profile. However, in March 2006, Wachovia acquired banking business of Union Bank of WestCorp and its subsidiary WFS Financial. This acquisition significantly California and AmNet Mortgage. extended the corporation's presence within the auto lending and sub-prime • 2006: WestCorp acquisition makes markets. (The ratio of NPAs to loans has trended upwards since that point, to Wachovia 9th largest auto finance stand at 0.40% ofloans as of 03/31/07). The acquisition also provided lender. Wachovia