SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TERRY RONALD
(Last) (First) (Middle)
23 PASTEUR ROAD
(Street)
IRVINE CA 92618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WESTCORP /CA/ [ WES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
SVP/CCO of WFS Financial Inc
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2006 D 10,833 D (1) 0 D
Common Stock 03/01/2006 D 1,796 D (1) 0 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options - Right to Buy $18.3 03/01/2006 D 4,500 (3) 02/15/2009 Common Stock 4,500 (3) 0 D
Stock Options - Right to Buy $18.78 03/01/2006 D 2,667 (4) 02/20/2008 Common Stock 2,667 (4) 0 D
Stock Options - Right to Buy $42.19 03/01/2006 D 8,000 (5) 02/18/2009 Common Stock 8,000 (5) 0 D
Stock Options - Right to Buy $46.66 03/01/2006 D 8,000 (6) 03/03/2010 Common Stock 8,000 (6) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2005, as amended and restated, by and between Wachovia Corporation, a North Carolina corporation ("Wachovia"), Westcorp, a California corporation (the "Issuer"), Western Financial Bank, a federal savings bank, and WFS Financial Inc, a California corporation ("WFS"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (a) each outstanding share of common stock of the Issuer was converted into the right to receive 1.2749 shares of common stock of Wachovia, (b) outstanding stock options of the Issuer granted to officers and employee directors of the Issuer were assumed by Wachovia, and (c) outstanding stock options of the Issuer held by non-employee directors of the Issuer and WFS were cancelled in exchange for Wachovia common stock in an amount determined pursuant to the terms of the Merger Agreement. Shareholders received cash in lieu of fractional shares of Wachovia common stock pursuant to the terms of the Merger Agreement.
2. Represented in Units. Units represent ownership interests in the Westcorp Employee Stock Ownership and Salary Savings Plan that includes both Westcorp common stock and cash.
3. Pursuant to the terms of the Merger Agreement, this option, which was vested in full, was assumed by Wachovia in the merger and was replaced with an option to purchase 5,737 shares of Wachovia common stock at a per share exercise price of $14.36.
4. Pursuant to the terms of the Merger Agreement, this option, which vests on 2/20/2007, was assumed by Wachovia in the merger and was replaced with an option to purchase 3,400 shares of Wachovia common stock at a per share exercise price of $14.74.
5. Pursuant to the terms of the Merger Agreement, this option, which vests in three equal annual installments beginning 2/18/2005, was assumed by Wachovia in the merger and was replaced with an option to purchase 10,198 shares of Wachovia common stock at a per share exercise price of $33.10.
6. Pursuant to the terms of the Merger Agreement, this option, which vests in three equal annual installments beginning 3/3/2006, was assumed by Wachovia in the merger and was replaced with an option to purchase 10,199 shares of Wachovia common stock at a per share exercise price of $36.60.
/s/ Ronald Terry by Guy Du Bose POA 03/03/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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