UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~November~~May 8, ~~2011~~2012

Wachovia Preferred Funding Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-31557		56-1986430
(Commission File Number)		(IRS Employer Identification No.)
(CommissionFile Number)		(IRS EmployerIdentification No.)
90 South 7th Street Minneapolis, Minnesota		55402
90 South 7th Street
Minneapolis, Minnesota		55402
(Address of Principal Executive Offices)		(Zip Code)

(~~855~~877) ~~825~~867-~~1437~~7378

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~On November 8, 2011, the board of directors of~~ Wachovia Preferred Funding Corp. (“WPFC”) ~~appointed~~ ~~Michael~~held J.its ~~Loughlin~~annual asmeeting ~~WPFC’s~~of ~~President~~stockholders ~~and~~on ~~Chief~~May 8, ~~Executive~~2012. ~~Officer~~At ~~and~~the ~~elected~~meeting, ~~Mr. Loughlin~~stockholders toelected ~~WPFC’s~~all ~~board~~four ofnominees ~~directors,~~for ~~effective~~election as director of ~~November 10, 2011~~WPFC. Set ~~Mr. Loughlin,~~forth ~~55,~~below ~~has~~are ~~served~~the ~~with~~names ~~Wells~~of ~~Fargo & Company~~the ~~(“Wells~~nominees ~~Fargo”)~~ for ~~over~~election ~~29 years, including most recently~~ as ~~Senior~~director ~~Executive~~of ~~Vice President and Chief Risk Officer~~WPFC, ~~since July 2011; Executive Vice President~~ and ~~Chief~~the ~~Risk~~votes ~~Officer~~cast ~~from~~for ~~November 2010 to July 2011; Executive Vice President~~ and ~~Chief~~against/abstain. ~~Credit~~As ~~and~~the ~~Risk~~election ~~Officer~~of ~~from~~directors ~~April~~was ~~2006~~the toonly ~~November~~matter ~~2010; Deputy Chief Credit Officer from January 2006~~ to ~~April~~be ~~2006;~~acted ~~and~~upon ~~Executive~~at ~~Vice~~the ~~President of Wells Fargo Bank~~meeting, ~~N.A.~~there ~~from~~were ~~May~~no ~~2000~~broker ~~to April 2006~~non-votes. ~~Wells Fargo is WPFC’s indirect parent corporation.~~

WPFC’s Current Report on Form 8-K dated May 6, 2011, contained Wells Fargo’s announcement that Mark C. Oman will retire from Wells Fargo and affiliated entities, including WPFC, prior to December 31, 2011. In connection with his retirement, Mr. Oman has resigned as a director, President and Chief Executive Officer of WPFC effective as of November 10, 2011. Mr. Loughlin was elected to fill the vacancy created on WPFC’s board of directors by Mr. Oman’s resignation as a director.


Name	For		Against/Abstain
James E. Alward		105,707,583		20,662
Howard T. Hoover		105,706,196		22,049
Charles F. Jones		105,706,053		22,193
Michael J. Loughlin		105,687,192		41,053

Mr. Loughlin will not receive any separate compensation for his service as director or executive officer of WPFC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WACHOVIA PREFERRED FUNDING CORP.	~~WACHOVIA PREFERRED FUNDING CORP.~~
Date: November 10, 2011		By:	/s/ Ross E. Jeffries, Jr.
Date: May 11, 2012		By:	/s/ Ross E. Jeffries, Jr.
		Name:	Ross E. Jeffries, Jr.
		Title:	~~Corporate~~Senior Vice President and Secretary

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