-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2q67F0pAAW3Dxp/MChwXZTYxzBN8m2MOpXJR+ywGRaBApmIoIBdyqGAjRCktjJq e2ClWkOJXcwyMWeLbeRTRg== 0000910473-96-000036.txt : 19960928 0000910473-96-000036.hdr.sgml : 19960928 ACCESSION NUMBER: 0000910473-96-000036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960820 EFFECTIVENESS DATE: 19960908 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10501 FILM NUMBER: 96618201 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 15, 1996 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- WELLS FARGO & COMPANY (Exact name of issuer as specified in its charter) DELAWARE 13-2553920 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) -------------- WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (415) 477-1000 (Address, including zip code, and telephone number, including area code, of principal executive offices) -------------- WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN (Full titles of the plans) -------------- GUY ROUNSAVILLE, JR. EXECUTIVE VICE-PRESIDENT, CHIEF COUNSEL AND SECRETARY WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (415) 477-1000 (Name, address and telephone number, including area code, of agent for service) -------------- This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. -------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered per Share(1) Price(1) Fee - -------------------------------------------------------------------------------- Wells Fargo Common Stock, $5.00 par value 750,000 $247.75 $185,812,500 $64,073.28 - -------------------------------------------------------------------------------- (1) Calculated solely for purposes of this offering under Rule 457(h) of the 1933 Act, on the basis of the average of the high and low selling prices per share of Common Stock of Wells Fargo & Company on August 13, 1996, as reported by the New York Stock Exchange. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "1933 Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference Wells Fargo & Company (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report filed with the Commission on Forms 10-K, File No. 01-06214, for the fiscal year ended December 31, 1995 and Quarterly Report on Form 10-Q filed on May 9, 1996 and August 14, 1996, excluding the informa- tion contained therein described in Item 402(a) (8) of the Commission's Regulation S-K; (b) The Registrant's Current Reports filed with the Commission on Form 8-K, File No. 01-06214, on January 16, 1996, January 24, 1996, January 31, 1996, February 29, 1996, April 1, 1996, April 5, 1996, April 10, 1996, April 16, 1996, July 16, 1996 and August 9, 1996; and (c) The description of Common Stock contained in the Registrant's Registration Statement on Form 8-B, File No. 01-06214, filed with the Commission on June 17, 1987, and any amendment or report filed for the purpose of updating such description filed after the date of this Registration Statement. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Capital Stock Inapplicable. II-1. Item 5. Interests of Named Experts and Counsel Inapplicable. Item 6. Indemnification of Directors and Officers As permitted by Section 102(b)(7) of the Delaware General Corporation Law ("DCGL"), Article Fifth of the Registrant's Restated Certificate of Incorporation eliminates the monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, with the following exceptions, as required by Delaware law: (i) breach of the director's duty of loyalty to the corporation or its stockholder; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) payment of unlawful dividends or the making of unlawful stock purchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. In addition, under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed Proceeding (other than an action by or in the right of the corporation) if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of the corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of any threatened, pending or completed action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Article IV of the Registrant's Bylaws provides for indemnification of its directors, officers, employees, and other agents to the fullest extent permitted by the DGCL. Item 7. Exemption from Registration Claimed Inapplicable. Item 8. Exhibits Exhibit Number Exhibit -------------- ------- 4 Description of the Registrant's Common Stock (Incorporated by reference to the Registrant's Registration Statement on Form 8-B, File No. 01-06214, filed with the Commission on June 17, 1987, and any amendment or report filed for the purpose of updating such description filed after the date of this Registration Statement.) 5 Opinion and consent of Brobeck, Phleger & Harrison LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5 24 Power of Attorney (Reference to page II-4 of this Registration Statement) 99.1 Wells Fargo & Company 1996 Employee Stock Purchase Plan II-2. Item 9. Undertakings. A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required by those clauses to be included in a post-effective amendment is contained in the periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the provisions and agreements summarized in Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 16th day of April, 1996. WELLS FARGO & COMPANY By /s/ Rodney L. Jacobs ----------------------- Rodney L. Jacobs Vice Chairman and Chief Financial Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of WELLS FARGO & COMPANY, a Delaware corporation, do hereby constitute and appoint Paul Hazen, William F. Zuendt, Rodney L. Jacobs and any one of them, the lawful attorneys and agents or attorney and agent, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Paul Hazen Chairman of the Board, April 16, 1996 - ------------------------ Chief Executive Officer Paul Hazen and Director (Principal Executive Officer) /s/ William F. Zuendt President and Director April 16, 1996 - ------------------------ William F. Zuendt /s/ Rodney L. Jacobs Vice Chairman and Chief April 16, 1996 - ------------------------ Financial Officer (Principal Rodney L. Jacobs Financial Officer) II-4. SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Frank A. Moeslein Executive Vice President April 16, 1996 - ------------------------ and Controller (Principal Frank A. Moeslein Accounting Officer) /s/ H. Jesse Arnelle Director April 16, 1996 - ------------------------ H. Jesse Arnelle /s/ Edward M. Carson Director April 16, 1996 - ------------------------ Edward M. Carson /s/ William S. Davila Director April 16, 1996 - ------------------------ William S. Davila /s/ Rayburn S. Dezember Director April 16, 1996 - ------------------------ Rayburn S. Dezember /s/ Myron Du Bain Director April 16, 1996 - ------------------------ Myron Du Bain /s/ Don C. Frisbee Director April 16, 1996 - ------------------------ Don C. Frisbee /s/ Robert K. Jaedicke Director April 16, 1996 - ------------------------ Robert K. Jaedicke /s/ Thomas L. Lee Director April 16, 1996 - ------------------------ Thomas L. Lee /s/ William F. Miller Director April 16, 1996 - ------------------------ William F. Miller II-5. SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Ellen M. Newman Director April 16, 1996 - ------------------------ Ellen M. Newman /s/ Philip J. Quigley Director April 16, 1996 - ------------------------- Philip J. Quigley /s/ Carl E. Reichardt Director April 16, 1996 - ------------------------- Carl E. Reichardt /s/ Donald B. Rice Director April 16, 1996 - ------------------------- Donald B. Rice /s/ Richard J. Stegemeier Director April 16, 1996 - ------------------------- Richard J. Stegemeier /s/ Susan G. Swenson Director April 16, 1996 - ------------------------- Susan G. Swenson /s/ Daniel M. Tellep Director April 16, 1996 - ------------------------- Daniel M. Tellep /s/ Chang-Lin Tien Director April 16, 1996 - ------------------------- Chang-Lin Tien /s/ John A. Young Director April 16, 1996 - ------------------------- John A. Young II-6. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 WELLS FARGO & COMPANY II-7. EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 4 Description of the Registrant's Common Stock (Incorporated by reference to the Registrant's Registration Statement on Form 8-B, File No. 01-06214, filed with the Commission on June 17, 1987.) 5 Opinion and consent of Brobeck, Phleger & Harrison LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5) 24 Power of Attorney (Reference is made to page II-4 of this Registration Statement) 99.1 Wells Fargo & Company 1996 Employee Stock Purchase Plan EXHIBIT 4 Description of the Registrant's Common Stock (Incorporated by reference to the Registrant's Registration Statement on Form 8-B, File No. 01-06214, filed with the Commission on June 17, 1987.) EX-5 2 OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP EXHIBIT 5 Opinion and Consent of Brobeck, Phleger & Harrison LLP August 15, 1996 Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 Re: Form S-8 Registration Statement - 1996 Employee Stock Purchase Plan Ladies and Gentlemen: We refer to your Form S-8 Registration State- ment (the "Registration Statement") under the Securities Act of 1933, as amended, regarding the issuance of shares of Common Stock of Wells Fargo & Company; (the "Company") under the Wells Fargo & Company 1996 Employee Stock Purchase Plan . We advise you that, in our opinion, when such shares of Common Stock have been issued and sold pursuant to the applicable provisions of the Company's Plan and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.1 Consent of KPMG Peat Marwick LLP The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333- ) of Wells Fargo & Company of our report dated January 16, 1996 except as to Note 15, which is as of February 27, 1996, incorporated by reference in the Annual Report on Form 10-K of Wells Fargo & Company for the year ended December 31, 1995. /s/ KPMG Peat Marwick LLP San Francisco, CA August 15, 1996 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of Ernst & Young LLP EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) of Wells Fargo & Company pertaining to the Wells Fargo & Company 1996 Employee Stock Purchase Plan of our report dated January 23, 1996 with respect to the consolidated financial statements of First Interstate Bancorp incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Los Angeles, California August 15, 1996 EXHIBIT 23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5 EX-99.1 5 WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 99.1 Wells Fargo & Company 1996 Employee Stock Purchase Plan WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The Wells Fargo & Company 1996 Employee Stock Purchase Plan (the "Plan") is intended to provide an opportunity to participate in the ownership of Wells Fargo & Company (the "Company") for eligible employees of the Company and such other companies ("Participating Companies") as the Committee (as defined below) shall from time to time designate; provided that each such company shall qualify as a "parent corporation" or "subsidiary corporation," as defined in Section 424(e) and (f) of the Internal Revenue Code of 1986 (the "Code"), on the first day of the relevant period determined in accordance with Section 4 (the "Option Period"). It is further intended that the Plan shall qualify as an "employee stock purchase plan," as defined in Section 423 of the Code, but shall permit offerings that do not qualify under Section 423. 2. Administration The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the Company (the "Board"). The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary. The Committee may delegate part or all of its obligations and authority hereunder to one or more employees or directors of the Company or a parent or subsidiary company, in which case the term "Committee" shall relate to such delegate. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan. 3. Effective Date and Term of Plan (a) No Option Period shall commence and no options shall be granted under the Plan until the Plan has been approved by the Company's shareholders. If shareholder approval is not obtained within 12 months after the date of the Board's adoption of the Plan, then the Plan shall terminate. (b) Unless terminated under Section 3(a) above, the Plan shall terminate at such time as the Committee shall designate, but in no event shall the Plan continue beyond the date on which all shares available for issuance under the Plan shall have been issued. 4. Option Periods The Plan shall have one or more Option Periods. The existence and the first day of any Option Period shall be determined by the Committee. Each Option Period shall run for a period specified by the Committee not to exceed 27 months, and the Committee shall designate the final day of each Option Period so as to facilitate administration of the Plan. Option Periods need not be of the same length and may run successively or concurrently, in whole or in part. 5. Eligibility and Participation Each employee of the Company or any of the Participating Companies shall be eligible to participate in the Plan during an Option Period except (i) employees who have not completed an introductory period of employment of three months (or such other minimum period of service as may be specified by the Committee) as of the initial date of that Option Period (including service with the Company, a Participating Company or an acquired employer that is credited for purposes of determining eligibility under the Company's qualified retirement plan), (ii) any one or more employees excluded in the sole discretion of the Committee who are members of that classification of employees described in Code Section 423(b)(4), and (iii) at the discretion of the Committee in the case of an offering that is not intended to qualify under Section 423 of the Code, any employee not compensated on a salaried or full-commission basis or such other class of employees as the Committee may specify. All eligible employees may become participants with respect to an Option Period by executing such instruments as the Committee may specify and delivering them to such persons and at such time as the Committee may specify. 6. Stock The stock subject to the Plan shall be shares of the Common Stock of the Company which are authorized but unissued or which have been reacquired. In connection with the sale of shares under the Plan, the Company may repurchase shares of Common Stock in the open market or otherwise. The aggregate amount of stock which may be sold pursuant to the Plan shall not exceed 750,000 shares (subject to adjustment as provided in Section 8). 7. Options Options shall be granted in such form as the Committee may from time to time approve, and shall conform to the following terms and conditions: (a) Option Price. The option price shall be not less than the lower of (1) a specified percentage (not less than 85 percent) of the fair market value of the Company's Common Stock on the first day of the Option Period or (2) a specified percentage (not less than 85 percent) of the fair market value of the Company's Common Stock on the last day of the Option Period as determined by the Committee prior to the commencement of an Option Period (the "Applicable Percentages"). For purposes of the Plan the fair market value of the Company's Common Stock on any day shall be the average of the closing prices as recorded by the New York Stock Exchange Composite Tape for the five preceding trading days. (b) Payment. Payment for Common Stock to be purchased under the Plan shall be solely from amounts collected from participants in such manner and at such time as the Committee shall decide, plus interest at a rate determined by the Committee. The maximum amount which may be applied to the purchase of Common Stock under the Plan may not exceed a stated percentage of a participant's benefits compensation (not to exceed 15 percent) calculated as of a certain day for each Option Period, as specified by the Committee. The Committee may exclude or average certain items of compensation including, but not limited to, certain incentive compensation, bonuses, overtime pay, deferred compensation or contributions or benefits under any employee benefit plan. (c) Number of Shares. On the first day of any Option Period, a participant shall be granted an option to purchase up to a fixed number of shares of Common Stock determined as of such date by dividing the total amount estimated to be collected pursuant to Section 7(b) (including estimated interest thereon) by 100 percent of the fair market value of the Company's Common Stock on the first day of the Option Period and multiplying the result by a constant number, not to exceed one and one-half, specified by the Committee for such Option Period. If the total number of shares of Common Stock for which options are to be granted on any date in accordance with the terms of the Plan exceed the number of shares then remaining available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Committee shall make a pro rata allocation of the shares remaining available in as near as uniform a manner as shall be practicable and as it shall deem equitable. The Committee shall give written notice of such allocation to each participant affected thereby. (d) Termination of Employment. If, prior to the end of an Option Period, a participant ceases to be employed by the Company or a Participating Company for any reason, including death or retirement, the participant's option shall terminate, and any amounts collected from the participant, together with interest thereon, shall be paid to the participant or the participant's personal representative. (e) Termination of Option. A participant may, during an Option Period, terminate his or her option, by giving written notice, in such manner and at such time as the Committee may specify, and any amounts collected from the participant, together with interest thereon, shall be paid to the participant and no further amounts will be collected during the Option Period. However, a participant may irrevocably elect to participate in an Option Period and may agree to additional conditions to withdrawal if necessary for regulatory purposes, subject to the termination of employment provisions in Section 7(d). (f) Change in Status. The Committee may determine on a uniform basis with respect to any Option Period whether a participant who is on a leave of absence or on salary continuation or who experiences a significant reduction in pay beyond the participant's control or converts from a salaried to an hourly position will be deemed to have terminated employment after a specified period for purposes of Section 7(d) or under what circumstances such a participant may continue his or her option in effect during such Option Period. (g) Exercise. Each option shall be exercised automatically on the last day of the Option Period, unless the option has been previously terminated pursuant to Section 7(d) or 7(e). Any balance in the participant's account (including interest) shall be promptly paid to the participant. (h) Assignability. Options under the Plan shall not be assignable or transferable by the participant and shall be exercisable only by the participant. (i) Rights as Shareholder. A participant shall have no rights as a shareholder with respect to shares covered by any option granted under the Plan until the option is exercised. No adjustments will be made for dividends or other rights for which the record date is prior to the date of exercise. (j) Accrual Limitations. No option that is granted under the Plan shall permit the rights of a participant to purchase stock under this Plan and all "employee stock purchase plans" (as defined in Section 423 of the Code) of the Company or its "subsidiary corporations" (as defined in Section 424(f) of the Code) to accrue at a rate, specified by the Committee (not to exceed $15,000 of fair market value of such stock determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. The Committee shall specify at the beginning of each Option Period whether the offering for such Option Period is intended to qualify under Section 423 of the Code. No option shall be granted to an employee if the employee would own (within the meaning of Section 424(d) of the Code), or hold outstanding options to purchase, immediately after the grant, stock possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company or any of its subsidiary corporations. (k) Other Provisions. Options may contain terms, not inconsistent with the Plan, as the Committee deems advisable. 8. Capital Adjustments If any change is made in the Common Stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, split-up, combination of shares, exchange of shares, change in corporate structure, or otherwise), appropriate adjustments shall be made as to the maximum number of shares subject to the Plan, and the number of shares and price per share of stock subject to outstanding options. 9. Amendments The Board or Committee may from time to time alter, amend, suspend, or discontinue the Plan at any time not subject to options; provided, however, that no such action may, without the approval of shareholders of the Company, (i) increase the number of shares subject to the Plan (unless necessary to effect the adjustments required under Section 8), (ii) unless the Committee determines thereafter to grant only offerings that do not qualify under Section 423 of the Code, change the class of companies eligible to become Participating Companies or (iii) make any other change with respect to which the Board or Committee determines that shareholder approval is required by applicable law or regulatory standards. 10. No Employment Obligation Nothing contained in the Plan (or in any option granted pursuant to the Plan) shall confer upon any employee any right to continue in the employ of the Company or any affiliate or constitute any contract or agreement of employment or interfere in any way with the right of the Company or an affiliate to reduce such employee's compensation from the rate in existence at the time of the granting of an option or to terminate such employee's employment at any time, with or without cause, but nothing contained herein or in any option shall affect any contractual rights of an employee pursuant to a written employment agreement. 11. Use of Proceeds The cash proceeds received by the Company from the issuance of shares pursuant to options under the Plan shall be used for general corporate purposes. 12. Regulatory Approvals The implementation of the Plan, the granting of any option under the Plan, and the issuance of Common Stock upon the exercise of any such option shall be subject to the Company's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it or the Common Stock issued pursuant to it. 13. Governing Law To the extent not otherwise governed by federal law, the Plan and its implementation shall be governed by and construed in accordance with the laws of the State of California. WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN AMENDMENT NUMBER 1 The Wells Fargo & Company 1996 Employee Stock Purchase Plan (the "Plan") is hereby amended pursuant to Section 9 of the Plan, effective for all options granted under the Plan on or after August 1, 1996. 1. Section 7(b) is amended to clarify that the maximum amount which may be applied to the purchase of Common Stock under the Plan may not exceed the lower of (1) a stated percentage of a participant's benefits compensation (not to exceed 15 percent) or (2) $15,000. 2. Section 7(j) is amended to clarify that shares may accrue at a rate, specified by the Committee (not to exceed $25,000 of fair market value of such stock determined at the time such option is granted) for each calendar year in which such option is outstanding. 3. Except to the extent specifically modified by this Plan amendment, all the terms and conditions of the Plan, shall continue in full force and effect. IN WITNESS WHEREOF, Wells Fargo & Company has caused its authorized officer to execute this amendment in its name and on its behalf. WELLS FARGO & COMPANY By: Patricia R. Callahan Executive Vice President and Personnel Director -----END PRIVACY-ENHANCED MESSAGE-----