SHAREHOLDER Q&A

General

What was the rationale for the merger?
Who is going to run the combined company?
When did the merger transaction close?

Golden West Shareholders

What will happen to my stock as a result of the merger?
How do I exchange my shares?
Will I receive a physical certificate from the exchange of my Golden West common stock certificates upon completion of the merger?
How long will it take the Exchange Agent to exchange my Golden West shares, and when will I receive a check for the cash portion of the merger consideration?
Why can't I receive my check for the cash portion of the merger consideration until I deliver all of my Golden West certificates?
Will I earn interest on the cash portion until the check is paid to me?
Can I have the cash portion deposited directly into my Wachovia/Golden West account?
Are there any fees are associated with exchanging my shares?
What if I have not received my Letter of Transmittal?
Can I exchange my shares at a branch or financial center?
How do I determine whether or not I am in possession of all of my Golden West stock certificates?
What if I have lost some or all of my Golden West certificates?
Is there a cost for lost certificates?
What happens if my certificates are lost in the mail?
Are there any tax consequences associated with exchanging my Golden West shares?
How do I exchange the shares in my 401(k)?
What will happen to my dividend?
Whom do I call if I have questions?

Wachovia Shareholders

What happens to my Wachovia shares?
What will happen to my dividend?
Whom do I call if I have questions?

General

What was the rationale for the merger?

Golden West offered Wachovia a unique strategic fit because the merger expands Wachovia’s banking operations into many high growth geographic areas of the United States. The merger also diversifies Wachovia’s balance sheet into higher yielding low-risk assets.

In addition, Golden West is a very well managed, quality organization with an exceptionally strong earnings record, strong credit quality, strong risk management, and a customer-focused business model. The two companies have complementary sales- and service-oriented business models, strong credit culture and credit quality, and ability to market products to each other’s customer bases.

The managements of the two companies share a common business vision and commitment to their customers, shareholders, employees and other constituencies.

Because of these factors, Wachovia’s board of directors believes this combination will accelerate Wachovia’s long-term growth rate, providing an increase in shareholder value, including the benefits of a stronger strategic position.

Who is going to run the combined company?

Ken Thompson, Wachovia’s chairman and chief executive officer, will run the combined company. Two members of Golden West’s board of directors will join Wachovia’s board of directors.

When did the merger transaction close?

The merger was completed on October 1, 2006.

Golden West Shareholders

What will happen to my stock as a result of the merger?

Golden West common stock ceased to trade upon completion of the merger. For 77 percent of their shares of Golden West common stock, Golden West shareholders will receive 1.365 shares of Wachovia common stock. For the remaining 23 percent, Golden West shareholders will receive $81.07 in cash. This is equivalent to each share of Golden West common stock being converted in to the right to receive approximately 1.051 shares of Wachovia common stock and approximately $18.65 in cash. The number of Wachovia common shares and cash issued in the merger for each Golden West common shareholder is fixed and will not be adjusted for changes in the market price of either Wachovia common stock or Golden West common stock. Accordingly, any change in the price of Wachovia common stock prior to the merger would have had an effect on the market value of the stock portion of the merger considering that Golden West shareholders will receive as a result of the merger. More information is included in the Wachovia-Golden West joint proxy statement-prospectus dated July 24, 2006 and first mailed to shareholders on July 26, 2006.

How do I exchange my shares?

If you own your stock through a broker (i.e. in “street” name) at the close of the merger, your broker will handle the exchange of your shares (generally within five days of the close of the merger).

If you are listed on the books of Golden West’s transfer agent as a registered shareholder at the close of the merger, you will receive a Letter of Transmittal from the Exchange Agent, American Stock Transfer & Trust Co. The Letter of Transmittal provides instructions on how to exchange your Golden West certificates for the merger consideration. You will be required to send your Golden West certificates to the Exchange Agent.

When you deliver your Golden West stock certificates to the Exchange Agent along with a properly executed Letter of Transmittal and any other required documents, your Golden West stock certificates will be canceled, and your new shares of Wachovia common stock will automatically be issued in Direct Registration System (“DRS”) book-entry form. You will receive a DRS book-entry statement reporting the number of shares you received in the exchange, any fractional share cash payment you may be due, and payment for the cash portion of the merger consideration in a minimum of 15 business days after receipt of your Golden West certificates, completed Letter of Transmittal and any other necessary documentation.

Golden West common stock certificates should not be forwarded to the Exchange Agent unless and until you receive the Letter of Transmittal.

Will I receive a physical certificate from the exchange of my Golden West common stock certificates upon completion of the merger?

No, you will not automatically receive a physical certificate for your new Wachovia common stock. We are using the Direct Registration System (“DRS”) and will electronically credit your Wachovia common shares to an account that will be created for you at our Exchange Agent, American Stock Transfer & Trust Company. You will receive a DRS book-entry statement confirming the credit of Wachovia shares after you deliver your Golden West certificates to the Exchange Agent along with a properly executed Letter of Transmittal and any other required documents. Issuing shares in DRS book-entry form reduces administrative expense for Wachovia and offers a number of benefits to shareholders, including no cost safekeeping of shares and the ability to easily transfer shares to a broker to hold them in a brokerage account or to execute a sale.

While we expect the great majority of shareholders will prefer the advantages of holding their shares in DRS book-entry form, you may request a physical certificate for your Wachovia common stock by completing the form on the bottom of your Direct Registration Book-Entry Statement, which will be sent to you upon exchange of your Golden West shares.

How long will it take the Exchange Agent to exchange my Golden West shares, and when will I receive a check for the cash portion of the merger consideration?

You should expect to receive your statement reflecting DRS book-entry ownership of your Wachovia common stock, payment of the cash portion of the merger consideration, and payment for any fractional shares in a minimum of 15 business days after the Exchange Agent receives ALL of your Golden West certificates along with a properly executed Letter of Transmittal and any other required documents.

It is very important that you send all of your Golden West certificates with your Letter of Transmittal. If any of your Golden West certificates are lost, you must replace the lost shares prior to completing and submitting the Letter of Transmittal. You must write to the Exchange Agent at Wachovia Shareholder Services, c/o American Stock Transfer & Trust Company; P O Box 2328; New York, NY 10272-2328 to report the loss. Replacing lost certificates will require the completion of forms and the posting of a surety bond. The fee for the bond is two percent of the current market value of the resulting Wachovia shares to be issued, with a minimum replacement fee of $40, plus a $25 administrative fee. The Exchange Agent will provide the required forms and fee amount.

You will not be eligible to receive Wachovia dividend payments payable to holders of record of Wachovia common stock after the merger completion date until any lost certificates have been replaced and all of your Golden West certificates have been delivered to the Exchange Agent along with a properly executed Letter of Transmittal and any other required documents.

Why can't I receive my check for the cash portion of the merger consideration until I deliver all of my Golden West certificates?

The Exchange Agent must certify stock ownership through the transmittal of your Golden West certificates before the cash portion of the merger consideration can be paid.

Will I earn interest on the cash portion until the check is paid to me?

No interest will accrue or be paid on the cash portion or fractional share cash payment of the merger consideration.

Can I have the cash portion deposited directly into my Wachovia/Golden West account?

No, funds for the cash consideration portion cannot be deposited directly into an account; funds will be issued by check. If you wish to have future dividends deposited directly into an account, please note that an authorization form will be included with your Letter of Transmittal and also is available on our website at wachovia.com/investor.

Are there any fees are associated with exchanging my shares?

There are no fees associated with the exchange of your Golden West shares. You may incur expenses if you need to replace missing certificates or choose to purchase insurance from the U.S. Postal Service for your package. We recommend that when sending your certificates to the Exchange Agent, you purchase insurance from the U.S. Postal Service. You should insure your package for the cost of a bond to have your certificates replaced, which is currently two percent of the fair market value of the resulting Wachovia shares to be issued with a minimum fee of $40, plus a $25 administrative fee. If your certificates are not insured and are lost en route, you will have to pay the cost of a surety bond and the administrative fee to have the certificates replaced.

What if I have not received my Letter of Transmittal?

If you have not received your Letter of Transmittal by the last week of October, please call the Exchange Agent at (888) 257-9919.

Can I exchange my shares at a branch or financial center?

Unfortunately, we cannot offer our shareholders this service for legal reasons. Please follow the instructions on the Letter of Transmittal that you will receive following the completion of the merger and return your properly completed Letter of Transmittal and Golden West certificates to the Exchange Agent. If you have not received your Letter of Transmittal by the last week of October, please call the Exchange Agent at (888) 257-9919.

How do I determine whether or not I am in possession of all of my Golden West stock certificates?

The Letter of Transmittal will indicate how many shares are registered in your name. If you have questions regarding this number, please call the Exchange Agent at (888) 257-9919.

What if I have lost some or all of my Golden West certificates?

If any of your Golden West certificates are lost, you must replace the lost shares prior to completing and submitting the Letter of Transmittal. You must write to the Exchange Agent at Wachovia Shareholder Services, c/o American Stock Transfer & Trust Company; P O Box 2328; New York, NY 10272-2328 to report the loss. You will need to complete an affidavit of loss (sent to you by the Exchange Agent) and you will need to pay the cost of a surety bond to have your certificates replaced. The cost of the surety bond is two percent of the current market value of the resulting Wachovia shares represented by the certificates, with a $40 minimum replacement fee, plus a $25 administrative fee.

It is important to note that a shareholder of Golden West will not receive the Wachovia shares, payment of the cash portion of the merger consideration, or future Wachovia dividends payable to the holders of record of Wachovia common stock after the merger completion date until ALL of the shares of Golden West common stock owned by that shareholder are delivered to the Exchange Agent together with the completed Letter of Transmittal and any other required documents. For example, if you own 100 shares of Golden West common stock and can find certificates for only 60 shares, you will not receive any Wachovia shares, payment of the cash portion of the merger consideration, or future dividends until you have returned to the Exchange Agent your certificates for the 60 shares along with a properly completed affidavit of loss and payment of the bond to replace the missing 40 shares.

Is there a cost for lost certificates?

If you have lost certificates, you will need to pay the cost of a surety bond to have your certificates replaced. The cost of the bond is two percent of the current market value of the resulting Wachovia shares represented by the certificates (with a $40 minimum fee, plus a $25 administrative fee). For example, if you have lost a certificate for 40 Golden West shares, this certificate is the equivalent of 42.0 Wachovia shares (based on the 1.05105 exchange ratio, which is 1.365 times 77 percent). If the current price of Wachovia shares were $50, then the value of the resulting Wachovia shares represented by the lost certificate would be $2,100 (42.0 x $50) and you would need to purchase a bond in the amount of $42.00 (2% of $2,100).

Please call the Exchange Agent at (888) 257-9919 for assistance with replacing lost certificates.

What happens if my certificates are lost in the mail?

We cannot be responsible for certificates that are lost in the mail en route to the Exchange Agent. We recommend that you use registered or certified mail, return receipt requested and insured, to return your Letter of Transmittal and certificates. You should insure your certificates for the cost of a surety bond to have them replaced. The cost of the bond is two percent of the current market value of the resulting Wachovia shares represented by the certificates (with a $40 minimum fee, plus a $25 administrative fee).

Are there any tax consequences associated with exchanging my Golden West shares?

Please carefully review the discussion of Material U.S. Federal Income Tax Consequences, which begins on page 66 of the Joint Proxy Statement-Prospectus dated July 24, 2006. You may access this document under the SEC Filings link at Wachovia.com/investor.

Generally, the merger will be tax-free to you, other than with respect to the cash portion of the merger consideration and cash you receive for any fractional shares. However, because your tax consequences will depend on your individual situation, we urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

How do I exchange the shares in my 401(k)?

The 401(k) plan administrator will handle the exchange of shares.

What will happen to my dividend?

Based on the 1.05105 exchange ratio (i.e. 1.365 times 77 percent), as well as the current Wachovia quarterly dividend of $0.56 per common share and the current Golden West quarterly dividend of $0.08 per common share, following the completion of the proposed merger, holders of Golden West common stock will receive an anticipated dividend rate increase of approximately 636 percent (from $0.08 to $0.589 quarterly dividend per share of Golden West common stock equivalent).

Wachovia has historically paid its shareholders a dividend four times a year. These dividends are subject to approval by Wachovia’s board of directors and depend on, among other things, Wachovia’s financial condition and applicable legal and regulatory considerations. Subject to the foregoing, Wachovia’s payment dates have historically been on or about the 15th of March, June, September and December.

Following the completion of the merger, in order to receive any future Wachovia quarterly dividend payments, you will need to exchange all of your Golden West shares for Wachovia shares. You will not receive any future Wachovia dividends payable to the holders of record of Wachovia common stock after the merger completion date until you return to the Exchange Agent all of your Golden West shares, together with the properly completed Letter of Transmittal and all other required documents. Dividends on unexchanged shares will be accrued without interest beginning with the fourth quarter of 2006 quarterly dividend.

Whom do I call if I have questions?

The Exchange Agent, American Stock Transfer & Trust Company is available to answer questions regarding the following issues:

Account information
Address changes
Direct deposit of dividends
Direct registration (electronic registration of shares to eliminate the responsibility of keeping track of stock certificates)
Dividend information, including the Dividend Reinvestment and Stock Purchase Plan
Registration changes (name change, transfer ownership, etc)
Replacement of lost, stolen or destroyed certificates

Shareholder service representatives are available from 8 a.m. to 7 p.m. ET, Monday through Thursday and 8 a.m. to 5 p.m. on Friday at (888) 257-9919.

Wachovia Shareholders

What happens to my Wachovia shares?

If you are a Wachovia shareholder, your shares of Wachovia common stock will remain outstanding and unchanged by the merger. You do not need to surrender your shares or your stock certificates.

What will happen to my dividend?

Wachovia’s common stock dividend policy will continue after the merger, but this policy is subject to, among other things, approval of Wachovia’s board of directors and may change at any time.

Whom do I call if I have questions?

Wachovia shareholders should call the Transfer Agent, American Stock Transfer & Trust Company regarding the following issues:

Account information
Address changes
Direct deposit of dividends
Direct registration (electronic registration of shares to eliminate the responsibility of keeping track of stock certificates)
Dividend information, including the Dividend Reinvestment and Stock Purchase Plan
Registration changes (name change, transfer ownership, etc)
Replacement of lost, stolen or destroyed certificates

Shareholder service representatives are available from 8 a.m. to 7 p.m. ET, Monday through Thursday and 8 a.m. to 5 p.m. on Friday at (800) 347-1246.

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