Wells Fargo & Co Sample Contracts

Wells Fargo & Co – CHANGE OF CONTROL SEVERANCE PLAN (November 23rd, 1998)

THE WELLS FARGO & COMPANY CHANGE OF CONTROL SEVERANCE PLAN AS ADOPTED BY THE BOARD OF DIRECTORS OF WELLS FARGO & COMPANY AT ITS OCTOBER 20, 1998 MEETING INTRODUCTION The Board of Directors of Wells Fargo & Company recognizes that, from time to time, the Company may explore potential transactions that could result in a Change of Control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of employees of the Company to the detriment of the Company and its shareholders. The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best interests of the Company and its shareholders. The Board also believes that when a Change in Control is perceived as imminent, or is occurring, the Board should be

Wells Fargo & Co – COMPANY PRESS RELEASE (November 17th, 1998)

MONDAY NOVEMBER 2, 5:00 PM EASTERN TIME COMPANY PRESS RELEASE SOURCE: NORWEST CORPORATION MERGER OF WELLS FARGO AND NORWEST COMPLETED SAN FRANCISCO, Nov. 2/PRNewswire/ -- Wells Fargo & Company (NYSE: WFC - NEWS) and Norwest Corporation said today they have completed their merger -- creating the new Wells Fargo, a diversified financial services company. The new company is headquartered in San Francisco and has $196 billion in assets, 15 million customers, 5,836 stores and almost 102,000 team members. It ranks seventh in assets and third in the market value of its stock at September 30 among U.S. bank holding companies. "We firmly believe this new company -- which combines the best of both organizations -- will become the premier financial services company in the United States and the leading banking franchise in the Midwest and Western United States," said Dick Kovacevich, president and chief executive officer of the new company. "Our customers, communities, shareowner

Wells Fargo & Co – TO AGREEMENT AND PLAN OF MERGER (June 18th, 1998)

EXHIBIT A TO AGREEMENT AND PLAN OF MERGER THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated June 7, 1998, between Wells Fargo & Company, a Delaware corporation ("Issuer"), and Norwest Corporation, a Delaware corporation ("Grantee"). W I T N E S S E T H: WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), which agreement has been executed by the parties hereto immediately prior to this Stock Option Agreement (the "Agreement"); and WHEREAS, as a condition to Grantee's entering into the Merger Agreement and in consideration therefor and for Grantee's entering into the Norwest O

Wells Fargo & Co – TO AGREEMENT AND PLAN OF MERGER (June 18th, 1998)

EXHIBIT B TO AGREEMENT AND PLAN OF MERGER THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated June 7, 1998, between Norwest Corporation, a Delaware corporation ("Issuer"), and Wells Fargo & Company, a Delaware corporation ("Grantee"). W I T N E S S E T H: WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), which agreement has been executed by the parties hereto immediately prior to this Stock Option Agreement (the "Agreement"); and WHEREAS, as a condition to Grantee's entering into the Merger Agreement and in consideration therefor and for Grantee's entering into the Wells Farg

Wells Fargo & Co – AGREEMENT AND PLAN OF MERGER (June 18th, 1998)

EXECUTION COPY -------------- AGREEMENT AND PLAN OF MERGER by and between WELLS FARGO & COMPANY and NORWEST CORPORATION -------------------- DATED AS OF JUNE 7, 1998 TABLE OF CONTENTS ----------------- Page ---- AGREEMENT AND PLAN OF MERGER ARTICLE I THE MERGER 1.1 The Merger.................................

Wells Fargo & Co – AMENDMENT TO 1987 DIRECTOR OPTION PLAN (November 13th, 1997)

Exhibit 10 AMENDMENT TO 1987 DIRECTOR OPTION PLAN Section VI.A. of the Wells Fargo & Company 1987 Director Option Plan, as amended and restated effective February 21, 1995, is further amended to read in full as follows, effective September 16, 1997: A. Options Grant Dates. Effective for options granted after January 2, 1997, options shall be granted automatically on January 2 (or if January 2 is not a business day, on the next succeeding business day) of the year to any eligible director who, before December 31 of the previous year, files with the Company's Personnel Division or its designate an irrevocable election to receive a stock option in lieu of retainer fees to be earned in the following year beginning January 1 and ending December 31 ("Plan Year").

Wells Fargo & Co – NEWS RELEASE [LOGO] (October 22nd, 1997)

NEWS RELEASE [LOGO] -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Tues., Oct. 21, 1997 WELLS FARGO ANNOUNCES ADDITIONAL SHARE REPURCHASE AND DECLARES DIVIDEND ON COMMON STOCK The Board of Directors of Wells Fargo & Co. (NYSE:WFC) today authorized the repurchase of up to 8.6 million additional shares of the Company's outstanding common stock, representing approximately 10 percent of Wells Fargo's outstanding common shares. This action reflects the Company's strong capital position and will continue to allow Wells Fargo to effectively manage its overall capital position in the best interests of its shareholders. The Company announced no date for completing the program and will purchase shares from time to time, subject to market conditions. This authorization continues a repurchase program begun in 1994. The Company has bought in the past, and will continue

Wells Fargo & Co – NEWS RELEASE [LETTERHEAD] (August 21st, 1997)

NEWS RELEASE [LETTERHEAD] FOR IMMEDIATE RELEASE ----------------------- Thurs., August 21, 1997 WELLS FARGO COMMENTS ON BERKSHIRE HATHAWAY FILING Berkshire Hathaway remains a substantial stockholder in Wells Fargo & Co. (NYSE: WFC). Wells Fargo understands that Berkshire Hathaway requests confidential treatment for its Wells Fargo holdings in its Form 13F filings with the Securities and Exchange Commission. ###

Wells Fargo & Co – 1990 EQUITY INCENTIVE PLAN (March 19th, 1996)

Exhibit 10(f) WELLS FARGO & COMPANY 1990 EQUITY INCENTIVE PLAN I. PURPOSES OF THE PLAN This 1990 Equity Incentive Plan (the "Plan") is intended to promote the interests of Wells Fargo & Company (the "Corporation") and its subsidiaries by providing a method whereby employees of the Corporation and its subsidiaries who are largely responsible for the management, growth and success of the business may be offered incentives and rewards which will encourage them to continue in the employ of the Corporation or its subsidiaries. II. ADMINISTRATION OF THE PLAN The Plan shall be administered by a committee or committees appointed by, and consisting of one or more members of, the Board of Directors of the Corporation (the "Board"). The Board may delegate the responsibility for administration of the Plan with respect to designated classes of optionees to

Wells Fargo & Co – NEWS RELEASE WELLS FARGO & CO. (February 29th, 1996)

1 Exhibit 99.1 NEWS RELEASE WELLS FARGO & CO. Kim Kellogg 415/396-3070 Public Relations Department (415) 396-3606 343 Sansome Street, 2nd Floor San Francisco, CA 94163 FOR IMMEDIATE RELEASE Wed., February 28, 1996 WELLS FARGO/FIRST INTERSTATE PROXY STATEMENT DECLARED EFFECTIVE BY SEC Companies Plan Special Shareholder Meetings on March 28 San Francisco - The joint proxy statement of Wells Fargo & Company (NYSE:WFC) and First Interstate Bancorp (NYSE:I) has been declared effective by the Securities and Exchange Commission. It is expected that the joint proxy statement will be mailed to shareholders on or about February 28, and that shareholders of both companies will then vote whether to approve the transaction at separate special meetings to be held on March 28 in San Fra

Wells Fargo & Co – 1 AGREEMENT (January 31st, 1996)

1 AGREEMENT AGREEMENT (this "Agreement") dated January 23, 1996 among FIRST BANK SYSTEM, INC., a Delaware corporation ("FBS"), ELEVEN ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned subsidiary of FBS ("Acquisition"), FIRST INTERSTATE BANCORP, a Delaware corporation ("FI"), and WELLS FARGO & COMPANY, a Delaware corporation ("Wells"). WHEREAS, FBS, Acquisition and FI entered into an Agreement and Plan of Merger dated as of November 5, 1995 (the "Merger Agreement") providing, upon the terms and subject to the conditions contained in the Merger Agreement, for Acquisition to be merged with and into FI (the "Merger"); WHEREAS, in connection with the Merger Agreement, FI and FBS entered into a Stock Option Agreement dated as of November 5, 1995 (the "FI Option Agreement") pursuant to which FI granted to FBS an irrevocable option (the "FI Stock Option") to purchase shares of FI Common Stock;

Wells Fargo & Co – AGREEMENT AND PLAN OF MERGER (January 31st, 1996)

1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of January 23, 1996, by and between Wells Fargo & Company, a Delaware corporation ("Parent"), and First Interstate Bancorp, a Delaware corporation ("Subject Company"). WHEREAS, the Boards of Directors of Parent and Subject Company have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for herein in which Subject Company will, subject to the terms and conditions set forth herein, merge (the "Merger") with and into Parent, so that Parent is the surviving corporation in the Merger; and WHEREAS, Subject Company, First Bank System, Inc., a Delaware corporation ("North"), and Eleven Acquisition Corp. ("Merger Sub"), a Delaware corporation, were parties to that certain Agreement and Plan of Merger (the "Terminated Merger Agreement"), dated as of November 5, 1995

Wells Fargo & Co – NEWS RELEASE [WELLS FARGO LOGO] (January 24th, 1996)

NEWS RELEASE [WELLS FARGO LOGO] ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Wed., Jan. 24, 1996 WELLS FARGO AND FIRST INTERSTATE TO MERGE SAN FRANCISCO --Wells Fargo & Co. (NYSE: WFC) and First Interstate Bancorp (NYSE:I) today announced that they have reached a definitive agreement to merge the two companies. Under terms of the merger agreement, First Interstate shareholders will receive a tax-free exchange of two-thirds of a share of Wells Fargo common stock for each share of First Interstate common stock. Based on Wells Fargo's closing price on Tues., Jan. 23, this exchange ratio represents a price of $152.33 for each First Interstate share. The merger is valued at approximately $11.6 billion, making it the largest bank merger in U.S. history. It is expected to close early in the second quarter, subject to regulatory and shareholder approvals. The name