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As reported on the Yahoo! Finance web site, RiskMetrics-ISS had endorsed Wachovia's governance practices with the following Corporate Governance Quotient (CGQ) rankings:

Wachovia Corporation's Corporate Governance Quotient (CGQ) as of 1-Nov-08 is better than 71.5% of S&P 500 companies and 98.2% of Banks companies.


Wall Street Journal, November 24, 2008 article


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NOVEMBER 24, 2008, 8:57 P.M. ET

Deal Means Big Payout for Wachovia Chiefs

Ten Wachovia Corp. executives are eligible to collect as much as $98.1 million in severance if Wells Fargo & Co. completes its purchase of the Charlotte, N.C., bank by Dec. 31, according to a regulatory filing Monday.

The amounts, triggered by "change-in-control" clauses in the executives' employment contracts, include $17.6 million available to Ben Jenkins, vice chairman and president of the general bank, and $20.3 million that could go to Steve Cummings, managing director of corporate and investment banking, according to earlier filings.


Ben Jenkins


The potential payouts could stoke more emotion about the proposed merger as shareholders prepare to cast their votes Dec. 23. Already the North Carolina state treasurer has labeled the deal "highway robbery" and has said he would urge the state pension fund to vote against the deal.

Separately on Monday, a Charlotte, N.C., judge heard arguments in a shareholder suit challenging Wachovia's decision to grant more than 40% of the voting rights to Wells Fargo in the form of preferred shares.

Wachovia also is coming off a third-quarter loss of $23.88 billion, one of the largest ever posted by a U.S. company.

Company spokesman Christy Phillips-Brown said not all 10 executives would accept the payments and the actual amounts paid would be less than $98.1 million. For example, Senior Executive Vice President David Carroll was eligible for $19.1 million, but Mr. Carroll has decided to join Wells Fargo as senior executive vice president of the wealth management group. His contract with Wells Fargo supersedes his agreement with Wachovia, according to Monday's filing.

Wachovia Senior Executive Vice President Jerry Enos, another member of the group of 10, also has decided to join Wells Fargo in the technology and operations unit.

The list of 10 also won't include Chief Executive Robert Steel, who didn't have a severance agreement, Ms. Phillips-Brown said. Mr. Steel has decided against remaining with the combined company.

Write to Dan Fitzpatrick at


Copyright 2008 Dow Jones & Company, Inc. All Rights Reserved




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