425

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) May 7, 2006

Wachovia Corporation

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

1-10000	56-0898180
(Commission File Number)	(IRS Employer Identification No.)
One Wachovia Center Charlotte, North Carolina	28288-0013
(Address of Principal Executive Offices)	(Zip Code)

(704) 374-6565

(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:

x 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 1.01. Entry into a Material Definitive Agreement.

On May 7, 2006, Wachovia Corporation (“Wachovia”) and Golden West Financial Corporation (“Golden West”) announced that they had entered into an Agreement and Plan of Merger, dated as of May 7, 2006 (the “Merger Agreement”), that provides, among other things, for Golden West to be merged with and into a wholly-owned subsidiary of Wachovia (the “Merger”). As a result of the Merger, the outstanding shares of Golden West common stock, with respect to each shareholder of record of Golden West common stock, will be converted into the right to receive (A) a number of shares of Wachovia common stock equal to the product of (i) 1.365 times (ii) the number of shares of Golden West common stock held by such holder of record times (iii) 77%, and (B) an amount in cash equal to the product of (i) $81.07 times (ii) the number of shares of Golden West common stock held by such holder of record times (iii) 23%. Wachovia also entered into Voting Agreements, dated as of May 7, 2006 (the “Voting Agreements”), with the co-chairman and chief executive officers of Golden West, Marion Sandler and Herbert Sandler, and with one other director, Bernard Osher. Under the Voting Agreements, the Sandlers and Mr. Osher gave Wachovia an irrevocable proxy to vote, and they agreed to vote, their Golden West shares in favor of the Merger and agreed that they will not vote those shares in favor of another acquisition transaction. In the Merger Agreement, Golden West agreed to pay Wachovia a termination fee of $995 million under certain circumstances generally arising if Golden West or a third party takes certain actions that could prevent or impede consummation of the Merger. Wachovia agreed to elect two current Golden West directors to its board of directors upon consummation of the Merger.

The Merger is intended to be treated as a tax-free reorganization to Wachovia and Golden West and otherwise tax free to Golden West’s shareholders, except to the extent they receive cash, and is to be accounted for as a purchase. Consummation of the Merger is subject to various conditions, including: (i) receipt of the approvals of Wachovia’s and Golden West’s shareholders; (ii) receipt of requisite regulatory approvals from the Board of Governors of the Federal Reserve System and other regulatory authorities; (iii) receipt of legal opinions as to the tax treatment of the Merger; (iv) listing on the New York Stock Exchange, Inc., subject to notice of issuance, of Wachovia’s common stock to be issued in the Merger; and (v) satisfaction of certain other conditions.

The news release jointly issued by Wachovia and Golden West announcing the Merger is included as Exhibit (99)(a) to this report and is incorporated into this Item 1.01 by reference (the “News Release”).

Item 7.01. Regulation FD Disclosure.

On May 8, 2006, Wachovia and Golden West intend to hold a presentation for analysts and others regarding the proposed Merger (the “Meeting”), which will be accessible via the Internet and by conference call. At the Meeting, Wachovia and Golden West will discuss certain financial and other information relating to the Merger (the “Merger Presentation Materials”), the Merger Agreement, as well as other items in the News Release, and intend to hold a live question and answer session following such discussion. Information regarding the Meeting is included in the News Release.

The Merger Presentation Materials are included as Exhibit (99)(b) to this report and are incorporated into this Item 7.01 by reference. The information in Exhibit (99)(b) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
(99)(a)	The News Release.
(99)(b)	The Merger Presentation Materials (solely furnished and not filed for purposes of Item 7.01).

*        *        *

This Current Report on Form 8-K (including information included or incorporated by reference herein), the News Release, the Merger Presentation Materials, and any statements Wachovia makes at the Meeting and during any other conference call/webcast may contain, among other things, certain forward-looking statements, with respect to each of Wachovia, Golden West and the combined company following the Merger, as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of Wachovia, including, without limitation, (i) statements relating to the benefits of the Merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger, (ii) statements relating to the benefits of the merger between Wachovia and Westcorp and Wachovia’s related acquisition of WFS Financial Inc, a subsidiary of Westcorp, completed on March 1, 2006 (the “Westcorp Transaction”), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Westcorp Transaction, (iii) statements regarding certain of Wachovia’s and/or Golden West’s goals and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (iv) statements preceded by, followed by or that include the words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “outlook” or similar expressions. These statements are based upon the current beliefs and expectations of Wachovia’s and/or Golden West’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovia’s control).

The following factors, among others, could cause Wachovia’s financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and/or Golden West in connection with the Merger or the businesses of Wachovia, Westcorp and WFS Financial in connection with the Westcorp Transaction will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger or the Westcorp Transaction may not be fully realized or realized within the expected time frame; (3) revenues following the Merger or the Westcorp Transaction may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger or the Westcorp Transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the ability to obtain governmental approvals of the Merger on the proposed terms or schedule; (6) the failure of Wachovia’s or Golden West’s shareholders to approve the Merger; (7) the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or Golden West conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on Wachovia’s and/or Golden West’s loan portfolio and allowance for loan losses; (8) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (9) inflation, interest rate, market and monetary fluctuations; (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on Wachovia’s capital markets and capital management activities, including, without limitation, Wachovia’s mergers and acquisition advisory business, equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory businesses, and brokerage activities; (11) the timely development of competitive new products and services by Wachovia and the acceptance of these products and services by new and existing customers; (12) the willingness of customers to accept third party products marketed by Wachovia; (13) the willingness of customers to substitute competitors’ products and services for Wachovia’s products and services and vice versa; (14) the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); (15) technological changes; (16) changes in consumer spending and saving habits; (17) the effect of corporate restructurings, acquisitions and/or dispositions, including, without limitation, the Merger (and any required divestitures related thereto) and the Westcorp Transaction, and the actual restructuring and other expenses related thereto, and the failure to achieve the expected revenue growth and/or expense savings from such corporate restructurings, acquisitions and/or dispositions; (18) the growth and profitability of Wachovia’s non-interest or fee income being less than expected; (19) unanticipated regulatory or judicial proceedings or rulings; (20) the impact of changes in accounting principles; (21) adverse changes in financial performance and/or condition of Wachovia’s and/or Golden West’s borrowers which could impact repayment of such borrowers’ outstanding loans; (22) the impact on Wachovia’s and/or Golden West’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (23) Wachovia’s success at managing the risks involved in the foregoing.

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Wachovia, the Merger, the Westcorp Transaction or other matters and attributable to Wachovia or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K.

The proposed Merger will be submitted to Wachovia’s and Golden West’s shareholders for their consideration. Wachovia will file a registration statement, which will include a joint proxy statement/prospectus, and Golden West will file the joint proxy statement, and each of Wachovia and Golden West may file other relevant documents concerning the proposed Merger with the SEC. Shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed Merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab “Inside Wachovia – Investor Relations” and then under the heading “Financial Reports - SEC Filings”. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to Golden West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510)-446-3420.

Wachovia and Golden West and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and/or Golden West in connection with the proposed Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovia’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006. Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

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 CORPORATION
Date: May 8, 2006	By:	/s/ Thomas J. Wurtz
	Name:	Thomas J. Wurtz
	Title:	Senior Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
(99)(a)	The News Release.
(99)(b)	The Merger Presentation Materials.

EX-99.(A)

Exhibit 99(a)

Wachovia Media Contacts:	Golden West Media and Investor Contact:
Mary Eshet 704-383-7777	William C. Nunan 510-446-3614
Christy Phillips 704-383-8178
Laurie Hedrick 704-374-6092
Wachovia Investor Contacts:
Alice Lehman 704-374-4139
Ellen Taylor 704-383-1381
Jeff Richardson 704-383-8250

May 7, 2006

WACHOVIA TO ACQUIRE GOLDEN WEST FINANCIAL, NATION’S MOST ADMIRED AND

2^ND LARGEST SAVINGS INSTITUTION

Enhances Retail Banking Network In Attractive Growth Markets And Bolsters National Consumer Lending

CHARLOTTE, N.C. — Wachovia Corporation (NYSE:WB) and Golden West Financial Corporation (NYSE: GDW), parent of World Savings Bank, said today they have signed a definitive agreement to merge, creating a leading retail banking and mortgage lending franchise in many of the nation’s most attractive growth markets. This combination strengthens Wachovia’s presence in California, Florida and Texas, and extends the banking franchise within reach of 55 percent of the U.S. population.

With the acquisition of Oakland, California-based Golden West, Wachovia will add 285 consumer banking offices with $62 billion in retail deposits in 10 states while entering new markets in California, Arizona, Colorado, Illinois, Kansas and Nevada. The combined company, which will have assets of $669 billion and a market capitalization of $117 billion, will serve banking customers in 21 states and Washington, D.C. Wachovia will gain mortgage lending operations under the World Savings Bank name in 39 states.

“We believe this combination of our two companies, both known for exceptional customer service and pristine credit quality, will generate superior long-term growth in earnings per share,” said Ken Thompson, Wachovia chairman and chief executive officer, who noted that Golden West’s World Savings Bank is the nation’s only standalone savings and loan with a “AA” debt rating. “For four decades, Golden West has taken industry-wide challenges in stride and maintained a singular focus as a risk-averse residential mortgage portfolio lender. The result is an astonishing 25-year track record of 17 percent compound annual growth in earnings per share and virtually no credit losses realized even in the toughest year in its history.”

Herbert M. Sandler, Golden West chairman and chief executive officer, commented, “I’ve been a keen observer of the market and the mortgage and banking industries for nearly 40 years. Wachovia is the company we selected to entrust with our legacy as one of the nation’s most admired and trusted financial institutions. We share the same values of operating with integrity, putting customers first and encouraging teamwork.”

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WACHOVIA TO ACQUIRE GOLDEN WEST FINANCIAL/page 2

Added Marion O. Sandler, Golden West chairman and chief executive officer, “Golden West has grown consistently over many years, and now we’d like to provide our loyal customers with the additional banking products they’ve been asking for. We believe Wachovia is the perfect partner to deliver on customers’ needs and further enhance the strong company we have built.”

Terms of the agreement call for each Golden West shareholder to receive a package of 1.051 shares of Wachovia common stock and $18.65 in cash. Based on the closing price of Wachovia common stock on May 5, 2006, this represents total consideration of $25.5 billion, or a price of $81.07 per share of Golden West common stock, a 15 percent premium over Golden West’s share price on that date. The purchase accounting transaction, which is expected to close in the fourth quarter of 2006, is expected to add to Wachovia’s earnings per share excluding merger-related and restructuring expense and intangibles amortization in the second year after closing. It is expected to provide an internal rate of return of 17 percent for Wachovia shareholders.

Wachovia and Golden West will be well-positioned in numerous high-growth markets, with an extensive product offering – the No. 1 retail bank in the Southeast, a Top 5 bank in the western United States, Top 10 mortgage origination and servicing company, Top 10 indirect auto lender, a leading national brokerage and fund manager, and a well-positioned corporate and investment bank. The combined company will have total deposits of $390 billion and loans of $402 billion. The company’s 15 million customers will be served by more than 110,000 employees, 3,400 banking branches, 5,300 ATMs, 360 mortgage lending offices and 730 full-service retail brokerage offices.

“We’re very excited to partner with such strong management and with an extremely knowledgeable and diligent team of sales leaders,” said Ben Jenkins, Wachovia vice chairman and General Bank president. “Customers will continue to be served by the same dedicated and passionate people who have always met their needs – only over time, they’ll have more products and services to choose from. We’ll work hard with our new partners to achieve merger efficiencies, but we expect that no employees who deal directly with customers will lose their jobs.”

“Both companies are proud of their tradition of outstanding community service,” added Marion Sandler of Golden West. “Together, we will strengthen our community leadership, and our shared commitment to the communities we serve will be made more powerful by this merger.” Each company currently has been rated “outstanding” for Community Reinvestment Act compliance by federal regulators.

Wachovia expects the merger will generate $53 million after tax in annual expense reductions, phased in over two years. This equals less than 1 percent of the companies’ current combined expense base. Wachovia expects to take merger-related one-time charges of $293 million after tax, related to staff training, retention and severance; real estate; systems integration; and other miscellaneous accruals.

The complementary strengths of the two companies are expected to generate significant revenue opportunities; however, revenue assumptions were not included in the financial assumptions for the transaction.

When the merger is completed, two members of the current Golden West board of directors will join the Wachovia board. Completion of the transaction is subject to shareholder approvals by both companies and normal regulatory approvals. The boards of directors of both companies

2

WACHOVIA TO ACQUIRE GOLDEN WEST FINANCIAL/page 3

unanimously approved the merger. In addition, Golden West’s chief executive officers and another Golden West director, Bernard A. Osher, have entered into voting agreements with Wachovia whereby they each agree to vote their shares of Golden West common stock in favor of the merger. Merrill Lynch, Wachovia Securities and Sullivan & Cromwell represented Wachovia and Lehman Brothers and Wachtell, Lipton, Rosen & Katz represented Golden West.

About Wachovia:

Wachovia Corporation (NYSE:WB) is one of the nation’s largest diversified financial services companies, providing 13.4 million household and business relationships with a broad range of banking, asset management, wealth management and corporate and investment banking products and services. Wachovia operates as Wachovia Bank through 3,159 offices in 16 states from Connecticut to Florida and west to Texas, and, until Westcorp merger integration activity is completed, will continue to be known as Western Financial Bank in the former Westcorp locations in California. Two core businesses operate under the Wachovia Securities brand name: retail brokerage in 49 states and in Latin America, and corporate and investment banking in selected industries nationwide. Globally, Wachovia serves clients through more than 40 international offices. Online banking is available at wachovia.com; online brokerage products and services at wachoviasec.com, and investment products and services at evergreeninvestments.com. Wachovia had assets of $541.8 billion, market capitalization of $90.2 billion and stockholders’ equity of $49.8 billion at March 31, 2006.

About Golden West Financial

Headquartered in Oakland, California, Golden West is one of the nation’s largest financial institutions with assets over $125 billion as of March 31, 2006. Golden West has one of the most extensive thrift branch systems in the country, with 285 savings branches in 10 states and lending operations in 39 states. Golden West’s stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol GDW. Golden West investor information is available at www.gdw.com. Information about Golden West’s home loans and savings and checking accounts can be found at www.worldsavings.com and about its proprietary no-load mutual funds and annuities at www.atlasfunds.com.

Announcement Conference Call and Supplemental Materials

Wachovia CEO Ken Thompson, Wachovia CFO Tom Wurtz and Golden West CEO Herbert M. Sandler will discuss the combination of the two companies on a conference call at 10 a.m. EDT on Monday, May 8. The call will be available by telephone and audio webcast. During the call, the speakers will review information presented in handouts that are available through www.wachovia.com/investor or www.gdw.com. Participants are encouraged to access the handouts before the teleconference begins.

Webcast Instructions: To gain access to the webcast, which will be “listen-only,” go to Wachovia.com/investor and click on the link “Go to Golden West Presentation.” In order to listen to the webcast, you will need to download either Real Player or Media Player.

Teleconference Instructions: The telephone number for the conference call is 888-357-9787 for U.S. callers or 706-679-7342 for international callers. You will be asked to tell the answering coordinator your name and the name of your firm. Mention the conference Access Code: Wachovia.

Replay: Monday, May 8, at 1 p.m. EDT and continuing through 5 p.m. EDT Friday, June 9. Replay telephone number is 706-645-9291; access code: 9062085.

***

Video News Release: B-roll with footage of the two companies can be downlinked from the following coordinates: IA-6 (formerly Telstar-6), transponder C11 from 10:30 a.m. to 11 a.m. EDT and 2:30 p.m. to 3 p.m. EDT. Uplink frequency is 6145 H, downlink frequency is 3920 V.

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WACHOVIA TO ACQUIRE GOLDEN WEST FINANCIAL/page 4

Forward-Looking Statements

This news release contains, and the webcast discussed above will contain, certain forward-looking statements, including, without limitation, (i) statements relating to the benefits of the proposed merger between Wachovia and Golden West (the “Merger”), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger, (ii) statements regarding certain of Wachovia’s and/or Golden West’s goals and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (iii) statements preceded by, followed by or that include the words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan” or similar expressions. These statements are based upon the current beliefs and expectations of Wachovia’s and Golden West’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and/or Golden West in connection with the Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; (3) revenues following the Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the ability to obtain governmental approvals of the Merger on the proposed terms and schedule; (6) the failure of Wachovia’s and/or Golden West’s shareholders to approve the Merger, respectively; (7) the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or Golden West conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on Wachovia’s and/or Golden West’s loan portfolio and allowance for loan losses; (8) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (9) potential or actual litigation; (10) inflation, interest rate, market and monetary fluctuations; and (11) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on Wachovia’s capital markets and capital management activities, including, without limitation, Wachovia’s mergers and acquisition advisory business, equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory businesses, and brokerage activities. Additional factors that could cause Wachovia’s and Golden West’s results to differ materially from those described in the forward-looking statements can be found in Wachovia’s and Golden West’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed Merger or other matters and attributable to Wachovia or Golden West or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia and Golden West do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this news release.

Additional Information

The proposed Merger will be submitted to Wachovia’s and Golden West’s shareholders for their consideration. Wachovia will file a registration statement, which will include a joint proxy statement/prospectus, and Golden West will file a joint proxy statement, and each of Wachovia and Golden West may file other relevant documents concerning the proposed Merger with the SEC. Shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed Merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab “Inside Wachovia – Investor Relations” and then under the heading “Financial Reports - SEC Filings”. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to Golden West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510)-445-3420.

Wachovia and Golden West and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and/or Golden West in connection with the proposed Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovia’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2006. Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 10, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

4

EX-99.(B)

Accelerates retail momentum in

high growth markets

Presentation to Investors

May 8, 2006

Page 1

-

#4619, Accelerates retail momentum in high growth markets

Accelerates retail momentum in

high growth markets

Strategic

Rationale

Financially

Attractive

Low Risk

Transaction

Expands high growth opportunities

–

Accelerates California presence and expands entry into high-growth

states –

become Top 5 bank in Western U.S.

–

Solidifies national consumer lending presence with #7 mortgage

banking market share

Diversifies Wachovia’s balance sheet into higher yielding low risk

assets

–

Consumer loans / total loans increased to 62%

–

Reduces normalized charge-off ratio

Accelerates long-term growth rate

Accretive to cash EPS in second

year

IRR of

17%

Analysis based on achievable assumptions

Compelling revenue synergies not included in financial model

Complementary sales and service focused model

Strong credit culture and pristine credit quality

Straight-forward and simple systems environment

Assumptions validated by recent, highly successful integration history

Page 2

-

#4619, Accelerates retail momentum in high growth markets

Transaction summary

Consideration*

$25.5 billion, $81.07 per share

77% in stock and 23% in cash

Dividend Policy

Current WB quarterly dividend of $0.51

per share

Estimated Divestitures

Minimal divestitures expected

Timing

Expected closing 4Q06

Approvals

Approval

by

both

companies’

shareholders

and

normal

regulatory

approvals

Board Composition

2 additional directors from Golden West 

Due Diligence

Completed on both sides

Other

Co-CEOs and one other director of Golden West

agreed to vote their Golden West shares in

favor of Merger; breakup fee of $995 million

payable under certain circumstances

*Based on Wachovia’s closing stock price of $59.39 on May 5, 2006.

Page 3

-

#4619, Accelerates retail momentum in high growth markets

Golden West

Proven business model

Proven earnings and balance sheet growth through cycles

–

Annualized EPS growth rate of 17% over past 25 years

Unparalleled track record over 25 years originating prime monthly

adjustable rate mortgages

–

Conservative, proven underwriting processes and standards

–

Mortgages retained and serviced

Assets funded primarily through attractive metropolitan branch

network

–

$62 billion in retail deposits; 285 retail branches primarily in

California, Florida, Colorado, Texas and Arizona

Low cost structure and efficiency ratio, achieved through scale

and

execution excellence

Page 4

-

#4619, Accelerates retail momentum in high growth markets

Loans: 

$121.6 billion* (13.4% 15-Year CAGR)

Deposits:

$61.6 billion* (10.0% 15-Year CAGR)

Earnings: 

$1.5 billion* (17.0% 15-Year EPS

CAGR)

Credit Profile:

0.05% 15-year average ratio, net

charge-offs and OREO

-

#1 among Top 20 U.S. depositories

Cost Structure:

33% 15-year average efficiency ratio               

-

#1 among Top 20 U.S. depositories

Credit Ratings:

Only AA rated thrift in nation

Holding Co.

Subsidiary

Moody’s

A1

Aa3

S&P

A+

AA-

*At or latest twelve months as of 3/31/06.

Summary Statistics

Deposit Franchise

California

123

32,003

53.8

6

Florida

51

8,668

14.6

6

Texas

26

5,100

8.6

9

Colorado

35

5,011

8.4

4

Arizona

15

3,037

5.1

5

New Jersey

12

2,478

4.2

15

Kansas

8

1,317

2.2

7

Nevada

4

757

1.3

10

Illinois

8

740

1.2

51

New York

3

421

0.7

76

Totals

285

$59,534

100.0

%

Amount

Percent of

Share

State

Branches

($ in Millions)

Total (%)

Rank

Source: SNL Financial as of 6/30/05.

Golden West

Snapshot of a premier retail franchise

Page 5

-

#4619, Accelerates retail momentum in high growth markets

$6.5

$6.4

$6.6

$7.0

$7.5

$8.2

$12.7

$19.8

$20.8

$26.7

$36.0

$49.0

$51.5

$5.9

$4.9

$4.3

'90

'91

'92

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

GDW Loan Originations ($B)

Mortgage Industry Originations ($B)

Golden West

Strong national retail mortgage presence

#16 mortgage originator in U.S.

Mortgage offices in 39 states

Long history of increasing loan originations through market

cycles and ahead of the industry

$3,120

trillion

$45

billion

1990 –

2005 Golden West Loan Origination Volume

($ billions)

Golden West CAGR

18.0%

Total Market CAGR:

13.6%

Page 6

-

#4619, Accelerates retail momentum in high growth markets

-0.20%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

Golden West

Top 35 US Bank Average

Top US Thrifts Avg - ex GDW

Golden West

Proven, low risk origination model

Net Charge-Offs / Avg. Loans

GDW

15 year

Average

Charge-offs

= 5 bps

Peak Year

18 bps

CA Real Estate Crisis

11 bps

0 bps

Low Balance Sheet Risk

Product Features

Conservative underwriting

Average loan balance of $214,000

Average LTVs of 68%

No sub prime

Payment rates closer to market

Average 10-year reset period

–

Reduces risk of payment shock

in rising rate environment

Underwritten to fully indexed rate

Diligent and methodical

documentation standards

In-house appraisers

Page 7

-

#4619, Accelerates retail momentum in high growth markets

Combination strengthens Wachovia’s retail

franchise, business mix and growth profile

Retail

Franchise

Scaled branch presence in

attractive markets, particularly CA

National mortgage origination

platform

Exclusive focus on retail customer

Low risk $121 billion consumer

loan portfolio

Proven business model

12% consensus earnings growth

rate

Branch presence in Wachovia 

target markets

Business

Mix

Growth

Profile

Broader footprint with enhanced

demographic profile

Top 10 national mortgage

originator

Increases General Bank

contribution to Wachovia earnings

Improves credit risk profile

Ability to integrate operations

selectively in best interests of

customers and shareholders

Accretive to Wachovia’s expected

10% earnings growth rate

Accelerates California and Texas

branch strategy

Golden West Contribution

Combined Company

Page 8

-

#4619, Accelerates retail momentum in high growth markets

Creates Top 5 bank in Western U.S.

(1)

Expanded geographic footprint

covers 55% of US population

76% of Golden West’s branches

in Top 20 MSAs

Adds 37 incremental MSAs

Combination further strengthens

retail franchise and enhances demographics

1

Bank of America

5,816

606.3

10.2%

2

JP Morgan Chase

3,052

420.8

7.1

3

Wachovia/Golden West

3,503

348.1

5.9

Wachovia stand-alone

3,218

288.5

4.9

4

Wells Fargo

3,209

262.6

4.4

5

Citigroup

916

205.8

3.5

6

US Bancorp

2,530

177.5

3.0

Deposits

(2)

Market

Rank

Institution

Branches

($ in billions)

Share

US Banking Market

Source: SNL Financial as of 6/30/05.

(1)

Includes CA, NV, AZ, CO, NM, WA, OR, UT, ID, MT, WY and TX.

(2)

Deposits in branches. As of June 2005, pro forma for mergers.

Golden West Mortgage Lending Offices States

Golden West Financial Centers

Wachovia Brokerage Offices

Wachovia Financial Centers

Page 9

-

#4619, Accelerates retail momentum in high growth markets

9.5%

8.9%

7.7%

5.80%

6.6%

WB / GDW

WFC

BAC

USB

JPM

U.S. Average = 6.26%

Combined Geographic Footprint

State

Deposits

($MM)

Branches

Market Share

Combination further strengthens

retail franchise and enhances demographics

Weighted Average Deposit Market

Share by MSA

Projected Population Growth

of Core Markets*

27.5%

22.7%

21.8%

19.2%

15.0%

WFC

JPM

WB / GDW

BAC

USB

Overlapping Markets

New Markets to WB

*Deposit weighted 5 year average population growth within MSAs.

Source: SNL Financial as of 6/30/05.

(1)

(1) Data includes corporate deposits.

North Carolina

$75,305

338

40.9%

Florida

70,635

859

20.6

California

34,316

142

4.6

Pennsylvania

26,388

337

11.7

Georgia

25,795

324

17.3

New Jersey

25,525

344

11.5

Virginia

23,831

308

15.3

South Carolina

10,268

160

19.1

New York

9,100

72

1.3

Alabama

7,556

154

11.6

Texas

7,031

149

2.0

DC

6,693

30

29.6

Maryland

6,438

79

7.2

Connecticut

6,186

82

8.0

Colorado

5,011

34

7.1

Arizona

3,037

15

4.2

Delaware

1,590

27

1.1

Kansas

1,317

8

2.7

Nevada

757

4

1.6

Illinois

740

8

0.2

Mississippi

288

14

0.8

Tennessee

263

15

0.3

Totals

$348,069

3,503

8.3%

Page 10

-

#4619, Accelerates retail momentum in high growth markets

#6 pro forma deposit market share

in California

–

Most populous state in U.S.

–

5-year projected population growth

rate of 7.7% vs. U.S. of 6.3%

123 branch network creates

immediate scale in the state’s best

markets

–

Los Angeles (33 branches, 14%

deposit CAGR 2000-2005)

–

San Francisco (22 branches, 15%

deposit CAGR 2000-2005)

California presence accelerates

branch expansion strategy

HH Income:

<$40k

$40-50k

$50-60k

$60-70k

>$70k

GDW Retail Banking Financial Centers

GDW CA

Branches

CA

U.S.

Total Deposit CAGR ('00-'05)

14.1%

10.7%

8.2%

Median HH Income

$63,285

$56,029

$49,747

Page 11

-

#4619, Accelerates retail momentum in high growth markets

General Bank

59%

67%

Capital Management

9%

7%

Wealth Management

4%

3%

Corp & Invest Bank

26%

21%

Parent

2%

2%

WB 12/31/05*

$6,596

Pro Forma**

$8,082

Pro Forma Segment Earnings Composition*

Increases contribution of

traditional banking businesses

Builds on Wachovia General Bank’s strong track record

–

Diversifies earnings mix

–

Increases consumer focus

*Represents trailing twelve months segment earnings prepared under generally accepted accounting principles; excludes merger-related and restructuring

expense which equaled $167 million after-tax over this period and net income from discontinued operations

which totaled $214 million after-tax. (2005 GAAP

net income available to common shareholders was $6,429 million.)

**Based on estimated segmentation of Golden West’s earnings for year ended 12/31/05.

($ in millions)

Total Earnings

Page 12

-

#4619, Accelerates retail momentum in high growth markets

$1.21

$1.47

$1.64

$1.84

$2.22

$2.46

2000

2001

2002

2003

2004

2005

293

316

413

2004 Qtrly Avg

2005 Qrtly Avg

1Q06

64.4%

57.6%

56.2%

55.1%

52.0%

49.5%

2000

2001

2002

2003

2004

2005

Building on the General Bank’s

momentum

5.59

6.13

6.29

6.37

6.55

6.58

6.62

6.62

1Q99

1Q00

1Q01

1Q02

1Q03

1Q04

1Q05

1Q06

20%

12%

*Data is from independent studies conducted with customers

who transact in our Financial Centers. Scale of 1–7.

Customer Satisfaction Scores*

Retail Households Acquired

(In  thousands)

Segment Earnings Per Share*

Cash Efficiency Ratio*

*Segment earnings excluding merger-related and restructuring

expense.

*Revenue/expenses excluding merger-related and restructuring

expense and intangible amortization.

Page 13

-

#4619, Accelerates retail momentum in high growth markets

Retail deposit products

WB Mix

GDW Mix

Non-interest checking

13

%

Interest checking

14

%

Savings/NOW/MMKT

47

%

32

%

CD

26

%

68

%

Total retail deposits

$

70

Consumer real estate secured loans

Offering Golden West product array to Wachovia

100

Offering Wachovia product array to Golden West

60

Total consumer real estate secured loans

$

160

Potential annual pre-tax earnings upside

$

230

million

Leveraging GBG’s broad product suite

and powerful sales culture

Strong sales culture drives revenue and balance sheet opportunities

Revenue lift opportunity with Golden West

Not included in transaction assumptions

Potential

Pre-Tax

Earnings

($ in millions)

Lift/Year

by

2009

Page 14

-

#4619, Accelerates retail momentum in high growth markets

Financial assumptions

Fixed Exchange Ratio

Each GDW share receives 1.051 WB

shares for each GDW

shares plus $18.65 in cash

(15% premium to market*)

EPS Assumptions/Growth

First Call estimates for 2007, and First

Call long-term EPS growth rates of 10%

for WB and 12% for GDW thereafter

Expense Efficiencies

$53 million after-tax

One-time Costs

$293 million after-tax

Revenue Enhancements

None included in model

Deposit Divestitures

None included in model

Targeted Capital Ratios

Tangible:     4.7% (estimated 4.5% at close)

Leverage:** 6.0% (estimated 5.8% at close)

*Based on May 5, 2006 closing prices.

**Tangible common equity divided by tangible assets, excluding FAS113/133

Page 15

-

#4619, Accelerates retail momentum in high growth markets

Pro forma earnings

*Illustrates net income applicable to common shareholders before

merger-related and restructuring expenses, intangible amortization, and

preferred

dividends; assumes First Call consensus estimates for 2007 of $5.21 per share for WB and $6.10 per share for GDW and consensus 5-year operating EPS

growth expectations of 10% for WB and 12% for GDW.

**Assumes DBI created equal to 1.5% of $61.6 billion total deposit base amortized over 10 years sum-of-years’

digits.

***Illustrates net income applicable to common shareholders before merger-related and restructuring expenses and preferred dividends.

****One-time expenses associated with prior transactions expected to be immaterial in 2007-2009.

($ in millions after-tax)

2007E

2008E

2009E

Wachovia Cash Earnings*

$

8,450

$

9,243

$10,055

Golden West Cash Earnings*

1,922

2,152

2,410

Expense Efficiencies

27

53

55

Net Funding Impact

(

243)

(

269)

(

321)

Combined Cash Earnings*

$

10,156

$

11,179

$12,199

Existing DBI & other Intangible Amortization

(

109)

(

85)

(

57)

New DBI Amortization**

(

190)

(

169)

(

149)

Combined Operating Earnings***

$

9,857

$

10,925

$11,993

One-time Transaction Expenses****

(

176)

(

0)

(

0)

Combined GAAP Earnings

$

9,681

$

10,925

$11,993

Page 16

-

#4619, Accelerates retail momentum in high growth markets

Pro forma EPS and IRR

($ in millions)

2007E

2008E

2009E

Combined Cash Earnings*

$

10,156

$11,179

$12,199

Combined Operating Earnings**

$

9,857

$10,925

$11,993

Combined Average Fully Diluted Shares***

1,931

1,929

1,905

Combined Cash EPS*

$

5.26

$

5.79

$

6.40

Wachovia Implied Consensus Cash EPS****

$

5.28

$

5.78

$

6.34

Wachovia Accretion / (Dilution)

($

0.02)

$

0.01

$

0.06

Combined Operating EPS**

$

5.10

$

5.66

$

6.30

Wachovia Consensus Operating EPS

$

5.21

$

5.73

$

6.30

Wachovia Accretion / (Dilution)

($

0.11)

($

0.07)

$

0.00

IRR (See Appendix page 27)

=   17%

*Illustrates combined net income applicable to common shareholders before merger-related and restructuring expenses, intangible amortization, and

preferred dividends, using assumptions on page 14 and 15.

**Illustrates combined net income applicable to common shareholders before merger-related and restructuring expenses and preferred dividends, using

assumptions on page 14 and 15.

***Assumes average fully diluted share count for WB stand-alone of 1,601 million in 2007, 1,598 million in 2008 and 1,586 in 2009 and GDW stand-alone of

315 million (331 million WB shares at 1.051 exchange ratio).

****Based on First Call operating EPS consensus estimates as of May 5, 2006 excluding intangible amortization. 

See pages 14-15 for other assumptions.

Page 17

-

#4619, Accelerates retail momentum in high growth markets

Expect annual expense efficiencies of $53 million after-tax by 2008

–

9% of Golden West  and 0.5% of pro forma 2005 expense base

Reductions primarily in headquarters, back-office and redundant

systems from both companies

–

55 branch consolidations projected 

–

1,100 planned position reductions

All front-line, customer-facing employees expected to have positions

Expect to realize 50% in 2007 and 100% in 2008

Modest expense efficiencies assumed

*Assumes marginal tax rate of 39%.

Pre-tax

After-tax*

($ in millions)

Personnel

$

70

$

43

Taxes

30

18

Other

42

26

Expense increase (branches, benefits) 

(55)

(34)

Total

$87

$

53

Page 18

-

#4619, Accelerates retail momentum in high growth markets

Expect total one-time cash costs of $293 million after-tax

Estimated recognition of cash costs

–

$176 million after-tax merger-related and restructuring expenses through P&L: assumed

100% in 2007

–

$117 million in exit cost PAAs to goodwill: assumed 100% in 2007

Fair market value adjustments and standard purchase accounting adjustments

–

Currently being evaluated; expected to have minimal impact due to floating rate nature

of Golden West’s balance sheet

One-time merger-related costs

*Total pre-tax one-time cash charges of $480 million: $288

million pre-tax merger-related/restructuring expenses through P&L, $192

million pre-tax PAAs 

to goodwill reflecting integration costs relating to Golden West

operations. Assumes marginal tax rate of 39%.

Personnel

$

64

$

43

$

107

Occupancy and Equipment

50

33

83

Other

62

41

103

Total

$

176

$

117

$

293

Exit Cost

($ in millions)

P&L

PAAs

Total*

Page 19

-

#4619, Accelerates retail momentum in high growth markets

Drawing on experience

Delivering on integration promises

16.7

%

21.3

%

17.3

%

+7.9

%

+2.7

%

+4.9

%

Wachovia

Prudential

SouthTrust

Met or exceeded consensus expectations

One-time costs

Merger efficiencies

Branch consolidations

Position reductions

Annualized Returns*

Shareholder return since acquisition

Return in excess of BKX

NA

*From day before announcement.

Page 20

-

#4619, Accelerates retail momentum in high growth markets

Another combination with a best-in-class partner

Extends

retail

and

small

business

distribution

into

high

growth,

high

wealth

markets

Complementary

mortgage

models

produce

scale

and

significant

new

revenue

opportunities

Meets our financial parameters with modest cost

saves and no revenue synergies

Merger

integration

is

less

complicated

than

typical

deal

of

this

size

In summary

Page 21

-

#4619, Accelerates retail momentum in high growth markets

Appendix

Golden West: Primary product overview

Resilience through market cycles

Golden West top 20 MSA market shares

Pro forma balance sheet

IRR detail

Integration timeline

Pro forma credit position

Page 22

-

#4619, Accelerates retail momentum in high growth markets

Golden West

Primary product overview

Option ARM Loan Features

Thirty year, monthly adjusting, variable rate mortgage with embedded home equity

line of credit (“HELOC”) secured by a first lien

–

Ability to draw down on embedded HELOC up to 125% of the original loan amount on

loans with originated LTV

85%; or up to 110% for loans with original LTV > 85%

–

Borrower only draws on or pays down embedded HELOC via creation/reduction of

negative amortization/deferred interest

–

Rate based on monthly-moving index rate plus a fixed margin

Borrower elects an index at origination:

–

COSI –

Golden West Cost of Savings Index

Equal to Golden West ’s cost of deposits

Attractive in rising rate environment due to lower market sensitivity

–

CODI –

Certificate of Deposit Index

Based on average three-month certificates of deposit yield as published by Federal Reserve in H-15

report

Attractive in falling rate environment due to high market sensitivity

–

COFI –

Eleventh District Cost of Funds Index

Equal to average cost of funds of savings institutions

Page 23

-

#4619, Accelerates retail momentum in high growth markets

Golden West

Primary product overview

Option ARM Payment Features

Four payment options each month:

–

15-year fully amortizing

–

Fully amortizing

–

Interest only

–

Minimum amount = established fixed monthly amount for one year

Represents a fully amortizing payment based on lower than actual

interest rate

May create negative amortization/deferred interest which is added monthly to loan principal

Resets annually with a 7.5% increase cap on prior year’s payment

Example: $225,000 30-year loan with 70% LTV; initial interest rate 6%; minimum payment option

interest rate 2%; ability to borrow up to $281,250; at 125% cap equating to LTV of 87.5%

–

15-year fully amortizing: $1,899

–

Fully amortizing: $1,349

–

Interest only: $1,125

–

Minimum: $832

Creates negative amortization of $293 in first month

Year-two minimum payment resets to $894.40

Loans “recast”

after 10 years or when loans reach caps of 125% or 110%

–

Resets

to

amortize

principal

and

interest

over

remaining

life

of

the

loan

or

borrower

refinances

Loans generally have a maximum interest rate cap over the life of the loan

Page 24

-

#4619, Accelerates retail momentum in high growth markets

Resilience through market cycles

Option ARMs:

–

89% of loans, 93% of

originations

California loans/total loans = 78%

Option ARMs:

–

99% of loans and originations

California loans/total loans = 62%

1994

2005

Essentially the same.

Essentially the same.

1989-1994 average charge-offs =

11 bps

Peak year charge-offs = 18 bps

Peak year NPAs/loans = 1.50%

Debt Ratings:

–

Holding company: A2, A

–

Subsidiary: A1, A+

1997-2005 average charge-offs =

0 bps

Current charge-offs = 0 bps

Current NPAs/loans = 0.32%

Debt Ratings:

–

Holding company: A1, A+

–

Subsidiary: Aa3, AA-

Product

Features

Credit

Experience                                                      

Portfolio 

Features                                                         

Page 25

-

#4619, Accelerates retail momentum in high growth markets

Golden West top 20 MSA market shares

GDW Deposits

GDW

GDW

in Market

GDW

Deposit

Projected

as a % of

Rank by

Market

'00-'05

Market

Total Parent

Top 20 MSAs

Deposits

Share

2005

2000

CAGR

Growth

Deposits

1

Los Angeles-Long Beach-Santa An...

7

3.2

%

$8,743

$4,537

14

%

5.28

%

14.7

%

2

San Francisco-Oakland-Fremont, CA*

6

4.8

8,256

4,057

15

4.33

13.9

3

Miami-Fort Lauderdale-Miami Bea...

10

2.5

3,500

1,672

16

9.24

5.9

4

Denver-Aurora, CO*

4

7.9

3,116

2,120

8

10.32

5.2

5

Houston-Sugar Land-Baytown, TX*

6

2.9

2,938

686

34

14.96

4.9

6

New York-Northern New Jersey-Lo...

29

0.4

2,776

1,056

21

2.98

4.7

7

Sacramento-Arden-Arcade-Rosevil...

5

8.5

2,379

1,185

15

14.25

4.0

8

San Jose-Sunnyvale-Santa Clara,...

8

4.7

2,320

1,232

13

5.24

3.9

9

Phoenix-Mesa-Scottsdale, AZ*

4

3.9

2,050

935

17

16.27

3.4

10

Tampa-St.Petersburg-Clearwater,...

5

4.0

1,705

1,155

8

10.65

2.9

11

Riverside-San Bernardino-Ontari...

6

4.8

1,684

823

15

16.14

2.8

12

San Diego-Carlsbad-San Marcos, CA*

8

3.6

1,673

682

20

7.98

2.8

13

Dallas-Fort Worth-Arlington, TX*

12

1.0

1,180

397

24

13.86

2.0

14

Oxnard-Thousand Oaks-Ventura, CA*

4

8.9

1,011

529

14

7.14

1.7

15

Kansas City, MO-KS*

12

2.5

803

431

13

7.21

1.3

16

Santa Cruz-Watsonville, CA*

1

19.1

785

498

10

2.09

1.3

17

Sarasota-Bradenton-Venice, FL*

4

4.7

747

181

33

13.24

1.3

18

Chicago-Naperville-Joliet, IL-I...

43

0.3

740

100

49

5.02

1.2

19

Santa Rosa-Petaluma, CA*

7

8.2

721

413

12

3.56

1.2

20

Santa Barbara-Santa Maria, CA*

6

8.0

673

352

14

4.40

1.1

      Total Top 20 MSAs

$47,801

$23,042

16

%

80.3

%

      GDW Total

59,534

27,968

16

100.0

GDW Deposits ($M)

Page 26

-

#4619, Accelerates retail momentum in high growth markets

Pro forma balance sheet

Cash

$

33,038

$

1,821

$

$

34,859

Securities & Short Term Investments

158,203

3,283

161,486

Total Loans

280,932

121,056

401,988

Allowance for Loan Losses

(

3,036)

(

299)

(

3,335)

Net Loans

277,896

120,757

398,653

Other Assets

72,705

1,694

16,571

90,970

Total Assets

$

541,842

$

127,556

$

16,571

$

685,969

Total Deposits

$

328,564

$

61,583

$

$

390,147

Borrowed Funds

143,454

55,461

5,866

204,781

Other Liabilities

17,055

1,469

838

19,362

Minority Interest

2,980

0

2,980

Common Equity

49,789

9,043

9,867

68,699

Total Liabilities and Capital

$

541,842

$

127,556

$

16,571

$

685,969

Purchase Acctg.

($ in millions)

Wachovia*

Golden West *

Adjustments**

Pro Forma

*As of March 31, 2006.

**Illustrates purchase accounting adjustments to estimated balance sheet at closing.

Page 27

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#4619, Accelerates retail momentum in high growth markets

IRR detail

($ in millions)

2006

2007

2008

2009

2010

2011

IRR

IRR to Wachovia

Aggregate Offer Value

(

$25,505)

Initial Dividend*

4,147

After-Tax Cash One-Times

(293)

Capital to Fund Golden West 

Asset Growth**

(487)

(526)

(568)

(614)

(663)

Expense Efficiencies

27

53

55

57

60

Golden West Cash Income***

1,922

2,152

2,410

2,699

3,023

Net Funding Impact****

(152)

(180)

(199)

(220)

(242)

Terminal Value of 2012 Income (12x)

38,189

Incremental Cash Flow

($21,358)

1,017

1,499

1,698

1,923

40,368

17%

*Golden West’s capital in excess of 4.50% (modeled as dividend).

**Assumes asset growth of 8%.

***Assumes 2007 First Call Consensus estimate grown at consensus

growth rate.

****Primarily reflects an attributed charge for reducing Golden West’s Capital, at a theoretical cost of 6%.

See financial assumptions in main body of presentation. 

Page 28

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#4619, Accelerates retail momentum in high growth markets

Integration timeline

4Q 2006

1H 2007

2H 2007

1H 2008

2H 2008

Mortgage

product

alignment,

mid 2007

Disciplined, deliberate and methodical process as in Wachovia Bank, SouthTrust

and Prudential integrations

Push

back

Westcorp

system

conversion

and

branding

from

Feb

2007

to

April

2007

No

change

to

wholesale

origination

and

distribution

activities

of

AmNet

in

the

Corporate

and

Investment

Bank

Closing

Select infra -

structure

linkages and

conversions

CA systems

conversion

and

rebranding,

Fall 2007

Overlap states

conversions

Non-overlap

states (ex-CA)

conversion

Integration

complete

Transaction

Announce-

ment

Joint

integration

team formed

Detailed

planning

2Q 2006

Page 29

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#4619, Accelerates retail momentum in high growth markets

Pro forma credit position

Source: SNL Financial.

(1) Reserves/NPAs and NPLs/Loans data as of 12/31/05, 3/31/06 data unavailable.

Golden West

0.25

%

77

%

0.32

%

0.00

%

NM

Wachovia

1.05

378

0.24

0.09

103

%

Pro Forma

0.81

%

281

%

0.26

%

0.06

%

110

%

Wells Fargo

1.10

208

0.40

0.49

100

JPMorgan Chase

1.68

271

0.56

0.62

124

Bank of America

1.46

474

0.27

0.53

155

U.S. Bancorp

1.44

316

0.39

0.33

100

Mean of Bank Peers

1.42

%

317

%

0.41

%

0.49

%

120

%

Median of Bank Peers

1.45

%

294

%

0.40

%

0.51

%

112

%

Company

Reserves/

Reserves/

NPLs/

NCOs/

Provisions

Name

Loans

NPAs

Loans

Loans

NCOs

(1)

(1)

Page 0

-

#4619, Accelerates retail momentum in high growth markets

Cautionary statement

This investor presentation contains certain forward-looking statements, including, without limitation, (i) statements relating to the benefits of the proposed

merger between Wachovia and Golden West (the “Merger”), including future financial and operating results, cost savings, enhanced revenues and the

accretion / dilution to reported earnings that may be realized from the Merger, (ii) statements regarding certain of Wachovia’s and/or Golden West’s goals

and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of

economic

performance,

including

statements

relating

to

estimates

of

credit

quality

trends,

and

(iii)

statements

preceded

by,

followed

by

or

that

include

the

words

“may”,

“could”,

“should”,

“would”,

“believe”,

“anticipate”,

“estimate”,

“expect”,

“intend”,

“plan”

or

similar

expressions.

These

statements

are

based

upon the current beliefs and expectations of Wachovia’s and/or Golden West’s management and are subject to significant risks and uncertainties.  Actual

results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from that expressed in such forward-looking statements: (1) the risk

that

the

businesses

of

Wachovia

and/or

Golden

West

in

connection

with

the

Merger

will

not

be

integrated

successfully

or

such

integration

may

be

more

difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger may not be fully realized or realized

within the expected time frame; (3) revenues following the Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and

business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than

expected; (5) the ability to obtain governmental approvals of the Merger on the proposed terms and schedule; (6) the failure of Wachovia’s and/or Golden

West

’s

shareholders

to

approve

the

Merger,

respectively;

(7)

the

strength

of

the

United

States

economy

in

general

and

the

strength

of

the

local

economies

in

which

Wachovia

and/or

Golden

West

conducts

operations

may

be

different

than

expected

resulting

in,

among

other

things,

a

deterioration

in

credit quality or a reduced demand for credit, including the resultant effect on Wachovia’s and/or Golden West’s loan portfolio and allowance for loan

losses; (8) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the

Federal Reserve System; (9) potential or actual

litigation;

(10)

inflation,

interest

rate,

market

and

monetary

fluctuations;

and

(11)

adverse

conditions

in

the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on

Wachovia’s capital markets and capital management activities, including, without limitation, Wachovia’s mergers and acquisition advisory business,

equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory

businesses, and brokerage activities.  Additional factors that could cause Wachovia’s and/or Golden West’s results to differ materially from those

described in the forward-looking statements can be found in Wachovia’s and Golden West’s Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q and Current Reports on Form 8-K filed with the SEC.  All subsequent written and oral forward-looking statements concerning the proposed Merger

or other matters and attributable to Wachovia or Golden West or any person acting on their behalf are expressly qualified in their entirety by the

cautionary statements above.  Wachovia and Golden West do not undertake any obligation to update any forward-looking statement, whether written or

oral, relating to the matters discussed in this news release.

Page 1

-

#4619, Accelerates retail momentum in high growth markets

Additional information

The proposed Merger will be submitted to Wachovia’s and Golden West’s shareholders for their consideration.  Wachovia will file a registration

statement,

which

will

include

a

joint

proxy

statement/prospectus,

and

Golden

West

will

file

a

joint

proxy

statement,

and

each

of

Wachovia

and

Golden

West

may

file

other

relevant

documents

concerning

the

proposed

Merger

with

the

SEC.

Shareholders

are

urged

to

read

the

registration

statement

and

the joint proxy statement/prospectus regarding the proposed Merger when they become available and any other relevant documents filed with the SEC,

as

well

as

any

amendments

or

supplements

to

those

documents,

because

they

will

contain

important

information.

You

will

be

able

to

obtain

a

free

copy

of the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and Golden West, at the SEC’s website

(http://www.sec.gov).

You will also be able to obtain these documents, free of charge, at Wachovia’s website (http://www.wachovia.com) under the tab

“Inside

Wachovia

–

Investor

Relations”

and

then

under

the

heading

“Financial

Reports

-

SEC

Filings”.

Copies

of

the

joint

proxy

statement/prospectus

and

the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request

to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to Golden

West, Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510) 446-3420. 

Wachovia and Golden West  and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the

shareholders of Wachovia and/or Golden West in connection with the proposed Merger.

Information about the directors and executive officers of

Wachovia is set forth in the proxy statement for Wachovia’s 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13,

2006.

Information about the directors and executive officers of Golden West is set forth in the proxy statement for Golden West’s 2006 annual meeting of

shareholders,

as

filed

with

the

SEC

on

a

Schedule

14A

on

March

10,

2006.

Additional

information

regarding

the

interests

of

those

participants

and

other

persons who may be deemed participants in the transaction may be

obtained by reading the joint proxy statement/prospectus regarding the proposed

Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.