0001193125-10-129022 Sample Contracts

110,261,688 Warrants Wells Fargo & Company UNDERWRITING AGREEMENT

Underwriting Agreement • May 26th, 2010 • Wells Fargo & Co/Mn • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  May 26th, 2010
• Company
  Wells Fargo & Co/Mn
• Industry
  National commercial banks
• Jurisdiction
  New York

The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 110,261,688 warrants (the “Warrants”) of Wells Fargo & Company, a Delaware corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $1 2/3 par value per share (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.