X0202 4 2006-10-01 1 0000042293 GOLDEN WEST FINANCIAL CORP /DE/ GDW 0000903028 SANDLER HERBERT M 1 1 0 0 Chief Executive Officer Common Stock 2006-10-01 4 J 0 10373144 0 D 0 I By trust Common Stock 2006-10-01 4 J 0 289624 0 D 0 I By trust Common Stock 2006-10-01 4 J 0 5400 0 D 0 I By trust Employee Stock Options 0 2006-10-01 4 J 0 655000 0 D 2006-10-01 2006-10-01 Common Stock 655000 0 D Exchanged for shares of common stock of Wachovia Corporation and cash pursuant to the merger between Golden West Financial Corporation and Wachovia Corporation (the "Merger"). Upon completion of the Merger, Golden West shareholders received, with respect to 77% of their shares of Golden West common stock, 1.365 (the "Exchange Ratio") shares of Wachovia common stock for each such share and, with respect to the remaining 23% of their shares of Golden West common stock, $81.07 in cash for each such share. These shares were held in a revocable trust (TR UA 04/09/1984) for the benefit of Marion O. Sandler and her spouse Herbert M. Sandler and for which they serve as co-trustees. As previously reported, the Sandlers transferred certain shares from this trust to a charitable organization pursuant to the merger agreement, and the Sandlers and the transferee notified Wachovia of their irrevocable election regarding the allocation of cash and stock consideration between them. The Sandlers agreed to accept 14,159,341.56 shares of Wachovia common stock in exchange for the trust holdings. This filing reports that each Golden West stock option outstanding immediately prior to the Merger vested in full and was converted into an option to purchase Wachovia common stock upon completion of the merger. There were no other transactions in derivative securities other than this merger conversion. The number of shares of Wachovia common stock purchasable upon exercise of Golden West stock options was determined by multiplying the number of unexercised shares of Golden West common stock that were subject to the assumed Golden West stock option by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share of Wachovia common stock equal to (1) the per share exercise price for the shares of Golden West common stock otherwise purchasable pursuant to such assumed Golden West stock option immediately before the Merger divided by (2) the Exchange Ratio, rounded up to the nearest cent. William C. Nunan on behalf of Herbert M. Sandler 2006-10-03