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<SEC-DOCUMENT>0001045969-01-500815.txt : 20010809
<SEC-HEADER>0001045969-01-500815.hdr.sgml : 20010809
ACCESSION NUMBER:		0001045969-01-500815
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20010808

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO & CO/MN
		CENTRAL INDEX KEY:			0000072971
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410449260
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120
		FILM NUMBER:		1701380

	BUSINESS ADDRESS:	
		STREET 1:		420 MONTGOMERY ST
		STREET 2:		SIXTH AND MARQUETTE
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94163
		BUSINESS PHONE:		6126671234

	MAIL ADDRESS:	
		STREET 1:		WELLS FARAGO CENTER
		STREET 2:		SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHWEST BANCORPORATION
		DATE OF NAME CHANGE:	19830516

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORWEST CORP
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL VII
		CENTRAL INDEX KEY:			0001156921
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-01
		FILM NUMBER:		1701376

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL VI
		CENTRAL INDEX KEY:			0001156920
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-02
		FILM NUMBER:		1701377

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL V
		CENTRAL INDEX KEY:			0001156919
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-03
		FILM NUMBER:		1701378

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO CAPITAL IV
		CENTRAL INDEX KEY:			0001156918
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67120-04
		FILM NUMBER:		1701379

	BUSINESS ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
		BUSINESS PHONE:		6126672085

	MAIL ADDRESS:	
		STREET 1:		WELLS FARGO CENTER
		STREET 2:		MAC N9305 173 SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ds3.txt
<DESCRIPTION>FORM S-3
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 2001
                                                      REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             --------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------
                             WELLS FARGO & COMPANY
                             WELLS FARGO CAPITAL IV
                             WELLS FARGO CAPITAL V
                             WELLS FARGO CAPITAL VI
                            WELLS FARGO CAPITAL VII
             (Exact name of Registrant as specified in its charter)

                             --------------------

                                    Delaware
                          (State or other jurisdiction
                       of incorporation or organization)

                                   41-0449260
                                  Applied For
                                  Applied For
                                  Applied For
                                  Applied For
                                (I.R.S. Employer
                              Identification No.)

                                                 Wells Fargo Center
                                                   MAC #N9305-173
        420 Montgomery Street                     Sixth & Marquette
   San Francisco, California 94163          Minneapolis, Minnesota 55479
           (800) 411-4932                          (612) 667-2085


  (Address, including zip code, and       (Address, including zip code, and
  telephone number, including area        telephone number, including area
  code, of Wells Fargo & Company's        code, of the principal executive
    principal executive offices)         offices of Wells Fargo Capital IV,
                                         Wells Fargo Capital V, Wells Fargo
                                         Capital VI and Wells Fargo Capital
                                                        VII)


                               Stanley S. Stroup
                  Executive Vice President and General Counsel
                             Wells Fargo & Company
                                 MAC #A0149-072
                               633 Folsom Street
                        San Francisco, California 94107
                                  415-396-6019
                    (Name, address, including zip code, and
          telephone number, including area code, of agent for service)
                             --------------------
                                With a copy to:

   Mary E. Schaffner         Sonia A. Shewchuk           Douglas D. Smith
 Wells Fargo & Company      Faegre & Benson LLP      Gibson, Dunn & Crutcher
     MAC #N9305-173       2200 Wells Fargo Center              LLP
  Wells Fargo Center,     90 South Seventh Street     One Montgomery Street
       17th Floor          Minneapolis, Minnesota      Telesis Tower, 26th
  Sixth and Marquette            55402-3901                   Floor
 Minneapolis, Minnesota                                   San Francisco,
         55479                                           California 94104
                             --------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
<PAGE>

                      CALCULATION OF REGISTRATION FEE (1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            PROPOSED        PROPOSED
                                             MAXIMUM        MAXIMUM
   TITLE OF EACH CLASS OF        AMOUNT     OFFERING       AGGREGATE        AMOUNT OF
SECURITIES TO BE REGISTERED      TO BE      PRICE PER       OFFERING       REGISTRATION
            (2)              REGISTERED (3) UNIT (4)         PRICE             FEE
- ---------------------------------------------------------------------------------------
<S>                          <C>            <C>       <C>                  <C>
Wells Fargo & Company
 Debt Securities (5),
 Preferred Stock,
 Depositary Shares,
 Common Stock, par
 value $1-2/3 per
 share (6), Securities
 Warrants and back-up
 undertakings in
 connection with the
 Preferred Securities
 of Wells Fargo
 Capital IV, Wells
 Fargo Capital V, Wells
 Fargo Capital VI and
 Wells Fargo
 Capital VII (7)             $1,500,000,000           $1,500,000,000(8)(9)   $375,000
Wells Fargo Capital IV
 Preferred Securities
Wells Fargo Capital V
 Preferred Securities
Wells Fargo Capital VI
 Preferred Securities
Wells Fargo Capital VII
 Preferred Securities
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457 solely for the purpose of
    calculating the registration fee.
(2)  Any securities registered hereunder may be sold separately or as units
     with other securities registered hereunder.
(3)  Includes such indeterminate number of shares of Preferred Stock of Wells
     Fargo & Company, but with an aggregate initial offering price not to
     exceed $1,500,000,000, plus such indeterminate number of shares of
     Preferred Stock of Wells Fargo & Company as may be issued upon exercise
     of Securities Warrants of Wells Fargo & Company or in exchange for, or
     upon conversion of, Debt Securities of Wells Fargo & Company or other
     Preferred Stock of Wells Fargo & Company registered hereunder, such
     indeterminate number of Depositary Shares of Wells Fargo & Company as may
     be issued in the event Wells Fargo & Company elects to offer fractional
     interests in shares of Preferred Stock registered hereunder, and such
     indeterminate number of shares of Common Stock of Wells Fargo & Company
     as may be issued upon exercise of Securities Warrants of Wells Fargo &
     Company or in exchange for, or upon conversion of, Debt Securities or
     Preferred Stock of Wells Fargo & Company registered hereunder. Also
     includes such additional principal amount as may be necessary such that,
     if Debt Securities of Wells Fargo & Company are issued with an original
     issue discount, the aggregate initial offering price of all Debt
     Securities will equal $1,500,000,000 less the dollar amount of other
     securities previously issued. Also includes an indeterminate number of
     Preferred Securities, but not to exceed $1,500,000,000, of Wells Fargo
     Capital IV, Wells Fargo Capital V, Wells Fargo Capital VI and Wells Fargo
     Capital VII (the "Trusts") as may be issued at indeterminate prices and
     Junior Subordinated Debt Securities that may be issued by Wells Fargo &
     Company to evidence a loan by a Trust to Wells Fargo & Company of the
     proceeds from the sale of the Preferred Securities of such Trust. Junior
     Subordinated Debt Securities evidencing the loan to Wells Fargo & Company
     may later be distributed to the holders of a Trust's Preferred Securities
     upon dissolution of the Trust.
(4)  Omitted pursuant to General Instruction II.D of Form S-3.
(5)  The Debt Securities to be offered hereunder will consist of one or more
     series of Senior Debt Securities, Subordinated Debt Securities or Junior
     Subordinated Debt Securities, or any thereof, as more fully described
     herein.
(6)  Common Stock will be issued only upon conversion, exchange or exercise of
     Senior Debt Securities, Subordinated Debt Securities, Preferred Stock,
     Depositary Shares or Securities Warrants. Associated with the Common
     Stock are preferred share purchase rights that will not be exercisable or
     evidenced separately from the Common Stock prior to the occurrence of
     certain events.
(7)  Includes the obligations of Wells Fargo & Company under a declaration of
     trust, a preferred securities guarantee issued with respect to Preferred
     Securities issued by a Trust, the Junior Subordinated Debt Securities
     purchased by a Trust, and the Junior Subordinated Indenture, including
     Wells Fargo & Company's agreement to pay all trust obligations other than
     the Common and Preferred Securities.
(8)  No separate consideration will be received for Debt Securities, Common
     Stock, Preferred Stock or Depositary Shares of Wells Fargo & Company that
     are issued upon conversion or exchange of Debt Securities, Preferred
     Shares or Depositary Shares of Wells Fargo & Company or Preferred
     Securities of a Trust.
(9)  In U.S. dollars or the equivalent thereof in one or more foreign
     currencies or composite currencies.

   The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

      This registration statement contains two forms of prospectuses to be used
in connection with offerings of the following securities:

    .     Senior Debt Securities, Subordinated Debt Securities, Preferred
          Stock, Common Stock, including attached preferred share purchase
          rights, Depositary Shares, and Securities Warrants of Wells Fargo
          & Company; and

    .     Preferred Securities of Wells Fargo Capital IV, Wells Fargo
          Capital V, Wells Fargo Capital VI and Wells Fargo Capital VII,
          Junior Subordinated Debt Securities of Wells Fargo & Company and
          guarantees by Wells Fargo & Company of the Preferred Securities of
          Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital
          VI and Wells Fargo Capital VII.

      Each offering of securities made under this registration statement will
be made pursuant to one of these two prospectuses, with the specific terms of
the securities offered thereby set forth in an accompanying prospectus
supplement.
<PAGE>

PROSPECTUS

                             WELLS FARGO & COMPANY

                             420 Montgomery Street
                        San Francisco, California 94163
                                 (800) 411-4932

                                 $1,500,000,000

                                Debt Securities
                                Preferred Stock
                               Depositary Shares
                              Securities Warrants

                                 ------------

  We may also issue common stock upon conversion, exchange or exercise of any
of the securities listed above. We will provide the specific terms of these
securities in supplements to this prospectus. You should read this prospectus
and the applicable prospectus supplement carefully before you invest.

                                 ------------

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

                                 ------------

  These securities are our unsecured obligations and are not savings accounts,
deposits or other obligations of any of our bank or nonbank subsidiaries and
are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency.

                                 ------------

                    This prospectus is dated         , 2001.
<PAGE>

                             ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that Wells Fargo and
Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital VI and Wells
Fargo Capital VII, or the trusts, filed with the Securities and Exchange
Commission using a "shelf" registration process. Under this shelf process, we
may sell either separately or in units debt securities, preferred stock,
depositary shares and securities warrants in one or more offerings up to a
total dollar amount of $1,500,000,000. We may also issue common stock upon
conversion, exchange or exercise of any of the securities mentioned above.

      This prospectus provides you with a general description of some of the
securities. Each time we or a trust sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. Such prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."

      The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
us and the securities offered under this prospectus. That registration
statement can be read at the Securities and Exchange Commission, or SEC, web
site or at the SEC offices mentioned under the heading "Where You Can Find More
Information."

                      WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the offices of the
New York Stock Exchange and Chicago Stock Exchange. For further information on
obtaining copies of our public filings at the New York Stock Exchange, you
should call (212) 656-5060, and for further information on obtaining copies of
our public filings at the Chicago Stock Exchange, you should call (312) 663-
2423.

      We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference, and
information that we file subsequently with the SEC will automatically update
this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information incorporated
by reference into this prospectus, you should rely on the information contained
in the document that was filed later. We incorporate by reference the documents
listed below and any filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange

                                       2
<PAGE>

Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that we sell all the securities
offered by this prospectus:

    .  Annual Report on Form 10-K for the year ended December 31, 2000,
       including information specifically incorporated by reference into our
       Form 10-K from our 2000 Annual Report to Stockholders and our
       definitive Proxy Statement for our 2001 Annual Meeting of
       Stockholders;

    .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001
       and June 30, 2001;

    .  Current Reports on Form 8-K filed January 16, 2001, March 1, 2001,
       April 17, 2001, June 7, 2001 and July 17, 2001;

    .  the description of our preferred share purchase rights contained in
       the Registration Statement on Form 8-A dated October 21, 1998; and

    .  the description of our common stock contained in the Current Report
       on Form 8-K filed October 14, 1997.

      You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:

                            Laurel A. Holschuh
                            Corporate Secretary
                            Wells Fargo & Company
                            Wells Fargo Center
                            MAC #N9305-173
                            Sixth and Marquette
                            Minneapolis, Minnesota 55479
                            Phone: (612) 667-8655

      You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we, nor any underwriters or agents, have authorized anyone else to provide you
with different information. We may only use this prospectus to sell securities
if it is accompanied by a prospectus supplement. We are only offering these
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.


                                       3
<PAGE>

                                  THE COMPANY

      Wells Fargo & Company is a diversified financial services company
organized under the laws of the State of Delaware and registered as a financial
holding company and a bank holding company under the Bank Holding Company Act
of 1956, as amended. As a diversified financial services organization, we own
subsidiaries engaged in banking and a variety of related businesses. Our
subsidiaries provide banking, mortgage and consumer finance services through
the Internet and other distribution channels throughout North America,
including all 50 states, and elsewhere internationally.

      We are a separate and distinct legal entity from our banking and other
subsidiaries. Our principal source of funds to pay dividends on our common and
preferred stock and debt service on our debt is dividends from our
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.

      When we refer to "Wells Fargo," "our company," "we," "our" and "us" in
this prospectus under the headings "The Company" and "Ratios of Earnings to
Fixed Charges and to Fixed Charges and Preferred Stock Dividends," we mean
Wells Fargo & Company and its subsidiaries unless the context indicates
otherwise. When such terms are used elsewhere in this prospectus, we refer only
to Wells Fargo & Company unless the context indicates otherwise.


                                       4
<PAGE>

                                USE OF PROCEEDS

      Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the offered securities will be added to our general
funds and will be available for general corporate purposes, including:

    .  investments in or advances to our existing or future subsidiaries;

    .  repayment of obligations that have matured; and

    .  reducing our outstanding commercial paper and other debt.

Until the net proceeds have been used, they will be invested in short-term
marketable securities.


                                       5
<PAGE>

            RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
                                                                   SIX MONTHS
                                                                      ENDED
                                 FISCAL YEAR ENDED DECEMBER 31,     JUNE 30,
                               ---------------------------------- -------------
                                1996   1997   1998   1999   2000   2000   2001
                               ------ ------ ------ ------ ------ ------ ------
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed
 Charges:
Excluding interest on
 deposits..................... 2.97x   3.02   2.51   3.29   2.67   2.83   1.95
Including interest on
 deposits..................... 1.76x   1.79   1.62   2.07   1.82   1.90   1.44
Ratio of Earnings to Fixed
 Charges and
 Preferred Stock Dividends:
Excluding interest on
 deposits..................... 2.77x   2.93   2.45   3.22   2.65   2.80   1.93
Including interest on
 deposits..................... 1.72x   1.77   1.60   2.05   1.81   1.90   1.44
</TABLE>

 .  The ratio of earnings to fixed charges is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
    -----------------------------------------------------------------------
                                (fixed charges)

 .  The ratio of earnings to fixed charges and preferred stock dividends is
   calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
- -------------------------------------------------------------------------------
(fixed charges) + (pretax earnings required to cover preferred stock dividends)

 .  Pretax earnings required to cover preferred stock dividends are calculated
   as follows:

                           preferred stock dividends
                      -----------------------------------
                      1 - (our effective income tax rate)

 .  Fixed charges, excluding interest on deposits, consist of

  .  interest on short-term borrowings and long-term debt,
  .  amortization of debt expense,
  .  capitalized interest, and
  .  one-third of net rental expense, which we believe is representative of
     the interest factor.

 .  Fixed charges, including interest on deposits, consist of all of the items
   listed immediately above plus interest on deposits.

We have included these computations in compliance with SEC regulations.
However, we believe that the fixed charge ratios are not meaningful measures
for our business due to two factors. First, even if our net income did not
change, our ratios would decline if the proportion of our income that is tax-
exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not
change, our ratios would decline if our interest income and interest expense
increased by the same amount due to an increase in the level of interest rates.
Conversely, our ratios would increase if our interest income and interest
expense decreased by the same amount due to a decrease in the level of interest
rates.


                                       6
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

      This section describes the general terms and provisions of our debt
securities, which could be senior debt securities or subordinated debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those debt securities.

      The senior debt securities will be issued under a senior indenture
between us and the senior trustee named in the applicable prospectus supplement
and the subordinated debt securities will be issued under a subordinated
indenture between us and the subordinated trustee named in the applicable
prospectus supplement.

      We have summarized the material terms and provisions of the senior and
subordinated indentures in this section. We have also filed the form of each of
these indentures as exhibits to the registration statement. You should read the
applicable indenture for additional information before you buy any debt
securities. The summary that follows includes references to section numbers of
these indentures so that you can more easily locate these provisions.

GENERAL

      The debt securities will be our direct unsecured obligations. Neither of
the indentures limits the amount of debt securities that we may issue. Both
indentures permit us to issue debt securities from time to time and debt
securities issued under an indenture will be issued as part of a series that
has been established by us under such indenture. (Section 301)

      The senior debt securities will be unsecured and will rank equally with
all of our other Senior Debt, as defined under "--Subordination" below. The
subordinated debt securities will be unsecured and will rank equally with all
of our other subordinated debt and, together with such other subordinated debt,
will be subordinated to all of our existing and future Senior Debt. See "--
Subordination" below.

      The debt securities are our unsecured senior or subordinated debt
securities, as the case may be, but our assets consist primarily of equity in
our subsidiaries. As a result, our ability to make payments on our debt
securities depends on our receipt of dividends, loan payments and other funds
from our subsidiaries. In addition, if any of our subsidiaries becomes
insolvent, the direct creditors of that subsidiary will have a prior claim on
its assets. Our rights and the rights of our creditors, including your rights
as an owner of our debt securities, will be subject to that prior claim, unless
we are also a direct creditor of that subsidiary. This subordination of
creditors of a parent company to prior claims of creditors of its subsidiaries
is commonly referred to as structural subordination.

      A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 301)
These terms will include some or all of the following:

    .  the title and type of the debt securities;

    .  any limit on the total principal amount of the debt securities of
       that series;

    .  the price at which the debt securities will be issued;

    .  the date or dates on which the principal of and any premium on the
       debt securities will be payable;


                                       7
<PAGE>

    .  the maturity date or dates of the debt securities or the method by
       which those dates can be determined;

    .  if the debt securities will bear interest:

      .  the interest rate on the debt securities or the method by which
         the interest rate may be determined;
      .  the date from which interest will accrue;
      .  the record and interest payment dates for the debt securities;
      .  the first interest payment date; and
      .  any circumstances under which we may defer interest payments;

    .  the place or places where:

      .  we can make payments on the debt securities;
      .  the debt securities can be surrendered for registration of
         transfer or exchange; and
      .  notices and demands can be given to us relating to the debt
         securities and under the applicable indenture;

    .  any optional redemption provisions that would permit us or the
       holders of debt securities to elect redemption of the debt securities
       before their final maturity;

    .  any sinking fund provisions that would obligate us to redeem the debt
       securities before their final maturity;

    .  whether the subordinated debt securities will be convertible into
       shares of common stock, shares of preferred stock or depositary
       shares and, if so, the terms and conditions of any such conversion,
       and, if convertible into shares of preferred stock or depositary
       shares, the terms of such preferred stock or depositary shares;

    .  if the debt securities will be issued in bearer form, the terms and
       provisions contained in the bearer securities and in the applicable
       indenture specifically relating to the bearer securities;

    .  the currency or currencies in which the debt securities will be
       denominated and payable, if other than U.S. dollars and, if a
       composite currency, any special provisions relating thereto;

    .  any circumstances under which the debt securities may be paid in a
       currency other than the currency in which the debt securities are
       denominated and any provisions relating thereto;

    .  whether the provisions described below under the heading "--
       Defeasance" apply to the debt securities;

    .  any events of default which will apply to the debt securities in
       addition to those contained in the applicable indenture;

    .  any additions or changes to the covenants contained in the applicable
       indenture and the ability, if any, of the holders to waive our
       compliance with those additional or changed covenants;


                                       8
<PAGE>

    .  whether all or part of the debt securities will be issued in whole or
       in part as temporary or permanent global securities and, if so, the
       depositary for those global securities and a description of any book-
       entry procedures relating to the global securities--a "global
       security" is a debt security that we issue in accordance with the
       applicable indenture to represent all or part of a series of debt
       securities;

    .  if we issue temporary global securities, any special provisions
       dealing with the payment of interest and any terms relating to the
       ability to exchange interests in a temporary global security for
       interests in a permanent global security or for definitive debt
       securities;

    .  the identity of the security registrar and paying agent for the debt
       securities if other than the applicable trustee;

    .  any special tax implications of the debt securities;

    .  any special provisions relating to the payment of any additional
       amounts on the debt securities;

    .  the terms of any securities being offered together with or separately
       from the debt securities; and

    .  any other terms of the debt securities.

When we use the term "holder" in this prospectus with respect to a registered
debt security, we mean the person in whose name such debt security is
registered in the security register. (Section 101)

PAYMENT; EXCHANGE; TRANSFER

      We will designate a place of payment where holders can receive payment
of the principal of and any premium and interest on the debt securities. Even
though we will designate a place of payment, we may elect to pay any interest
on the debt securities by mailing a check to the person listed as the owner of
the debt securities in the security register or by wire transfer to an account
designated by that person in writing not less than ten days before the date of
the interest payment. Unless we state otherwise in the applicable prospectus
supplement, we will pay interest on a debt security:

    .  on an interest payment date, to the person in whose name that debt
       security is registered at the close of business on the record date
       relating to that interest payment date; and

    .  on the date of maturity or earlier redemption or repayment, to the
       person who surrenders the debt security at the office of our
       appointed paying agent. (Sections 307, 1002)

      Any money that we pay to a paying agent for the purpose of making
payments on the debt securities and that remain unclaimed two years after the
payments were due will, at our request, be returned to us and after that time
any holder of a debt security can only look to us for the payments on the debt
security. (Section 1003)

      Any debt securities of a series can be exchanged for other debt
securities of that series so long as the other debt securities are denominated
in authorized denominations and have the same aggregate principal amount and
same terms as the debt securities that were surrendered for exchange. The debt
securities may be presented for registration of transfer, duly endorsed or
accompanied by a

                                       9
<PAGE>

satisfactory written instrument of transfer, at the office or agency maintained
by us for that purpose in a place of payment. There will be no service charge
for any registration of transfer or exchange of the debt securities, but we may
require holders to pay any tax or other governmental charge payable in
connection with a transfer or exchange of the debt securities. (Sections 305,
1002) If the applicable prospectus supplement refers to any office or agency,
in addition to the security registrar, initially designated by us where holders
can surrender the debt securities for registration of transfer or exchange, we
may at any time rescind the designation of any such office or agency or approve
a change in the location. However, we will be required to maintain an office or
agency in each place of payment for that series. (Section 1002)

DENOMINATIONS

      Unless we state otherwise in the applicable prospectus supplement, the
debt securities will be issued only in registered form, without coupons, in
denominations of $1,000 each or multiples of $1,000.

BEARER DEBT SECURITIES

      If we ever issue bearer debt securities, the applicable prospectus
supplement will describe all of the special terms and provisions of debt
securities in bearer form, and the extent to which those special terms and
provisions are different from the terms and provisions which are described in
this prospectus, which generally apply to debt securities in registered form,
and will summarize provisions of the applicable indenture that relate
specifically to bearer debt securities.

ORIGINAL ISSUE DISCOUNT

      Debt securities may be issued under the indentures as original issue
discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an original issue discount security,
that means that an amount less than the principal amount of the debt security
will be due and payable upon a declaration of acceleration of the maturity of
the debt security under the applicable indenture. (Section 101) The applicable
prospectus supplement will describe the federal income tax consequences and
other special factors you should consider before purchasing any original issue
discount securities.

COVENANTS CONTAINED IN INDENTURES

      Except as otherwise set forth in the next sentence, the senior indenture:

    .  prohibits us and our subsidiaries from selling, pledging, assigning
       or otherwise disposing of shares of capital stock, or securities
       convertible into capital stock, of any Principal Subsidiary Bank or
       of any subsidiary owning, directly or indirectly, any capital stock
       of a Principal Subsidiary Bank; and

    .  prohibits any Principal Subsidiary Bank from issuing any shares of
       its capital stock or securities convertible into its capital stock.

This restriction does not apply to:

    .  sales, pledges, assignments or other dispositions or issuances of
       directors' qualifying shares;


                                       10
<PAGE>

    .  sales, pledges, assignments or other dispositions or issuances, so
       long as, after giving effect to the disposition and to the issuance
       of any shares issuable upon conversion or exchange of securities
       convertible or exchangeable into capital stock, we would own directly
       or through one or more of our subsidiaries not less than 80% of the
       shares of each class of capital stock of the applicable Principal
       Subsidiary Bank;

    .  sales, pledges, assignments or other dispositions or issuances made
       in compliance with an order or direction of a court or regulatory
       authority of competent jurisdiction; or

    .  sales of capital stock by any Principal Subsidiary Bank to its
       stockholders so long as before the sale we own directly or indirectly
       shares of the same class and the sale does not reduce the percentage
       of the shares of that class of capital stock owned by us. (Section
       1005 of the senior indenture)

      When we use the term "subsidiary" in this section, we mean any
corporation of which we own more than 50% of the outstanding shares of voting
stock, except for directors' qualifying shares, directly or through one or more
of our other subsidiaries. Voting stock is stock that is entitled in the
ordinary course to vote for the election of a majority of the directors of a
corporation and does not include stock that is entitled to so vote only as a
result of the happening of certain events.

      When we use the term "Principal Subsidiary Bank" above, we mean any
commercial bank or trust company organized in the United States under Federal
or state law of which we own at least a majority of the shares of voting stock
directly or through one or more of our subsidiaries if such commercial bank or
trust company has total assets, as set forth in its most recent statement of
condition, equal to more than 10% of our total consolidated assets, as set
forth in our most recent financial statements filed with the SEC under the
Exchange Act. (Section 101 of the senior indenture) As of the date hereof, our
Principal Subsidiary Banks are Wells Fargo Bank Minnesota, National
Association, and Wells Fargo Bank, National Association.

      The subordinated indenture does not contain the restriction described
above.

      Neither of the indentures contains restrictions on our ability to:

    .  incur, assume or become liable for any type of debt or other
       obligation;

    .  create liens on our property for any purpose; or

    .  pay dividends or make distributions on our capital stock or
       repurchase or redeem our capital stock.

The indentures do not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. In addition, the indentures do not
contain any provisions which would require us to repurchase or redeem or modify
the terms of any of the debt securities upon a change of control or other event
involving us which may adversely affect the creditworthiness of the debt
securities.

CONSOLIDATION, MERGER OR SALE

      Each of the indentures generally permits a consolidation or merger
between us and another entity. They also permit the sale or transfer by us of
all or substantially all of our property and assets. These transactions are
permitted if:

    .  the resulting or acquiring entity, if other than us, is organized and
       existing under the laws of a domestic jurisdiction and assumes all of
       our responsibilities and liabilities

                                       11
<PAGE>

       under the applicable indenture, including the payment of all amounts
       due on the debt securities and performance of the covenants in the
       applicable indenture; and

    .  immediately after the transaction, and giving effect to the
       transaction, no event of default under the applicable indenture
       exists. (Section 801)

      If we consolidate or merge with or into any other entity or sell or lease
all or substantially all of our assets according to the terms and conditions of
the indentures, the resulting or acquiring entity will be substituted for us in
the indentures with the same effect as if it had been an original party to the
indentures. As a result, such successor entity may exercise our rights and
powers under the indentures, in our name and, except in the case of a lease of
all or substantially all of our properties, we will be released from all our
liabilities and obligations under the indentures and under the debt securities.
(Section 802)

MODIFICATION AND WAIVER

      Under each of the indentures, certain of our rights and obligations and
certain of the rights of holders of the debt securities may be modified or
amended with the consent of the holders of at least a majority of the aggregate
principal amount of the outstanding debt securities of all series of debt
securities affected by the modification or amendment, acting as one class.
However, the following modifications and amendments will not be effective
against any holder without its consent:

    .  a change in the stated maturity date of any payment of principal or
       interest;

    .  a reduction in payments due on the debt securities;

    .  a change in the place of payment or currency in which any payment on
       the debt securities is payable;

    .  a limitation of a holder's right to sue us for the enforcement of
       payments due on the debt securities;

    .  a reduction in the percentage of outstanding debt securities required
       to consent to a modification or amendment of the applicable indenture
       or required to consent to a waiver of compliance with certain
       provisions of the applicable indenture or certain defaults under the
       applicable indenture;

    .  a reduction in the requirements contained in the applicable indenture
       for quorum or voting;

    .  a limitation of a holder's right, if any, to repayment of debt
       securities at the holder's option;

    .  in the case of subordinated debt securities convertible into common
       stock, a limitation of any right to convert the subordinated debt
       securities; and

    .  a modification of any of the foregoing requirements contained in the
       applicable indenture. (Section 902)

      Under each of the indentures, the holders of at least a majority of the
aggregate principal amount of the outstanding debt securities of all series of
debt securities affected by a particular covenant or condition, acting as one
class, may, on behalf of all holders of such series of debt

                                       12
<PAGE>

securities, waive compliance by us with any covenant or condition contained in
the applicable indenture unless we specify that such covenant or condition
cannot be so waived at the time we establish the series. The senior indenture
provides that compliance with the covenant relating to Principal Subsidiary
Banks described above under "--Covenants Contained in Indentures" can be waived
in this manner. (Section 1008 of the senior indenture, Section 1005 of the
subordinated indenture)

      In addition, under each of the indentures, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series of
debt securities may, on behalf of all holders of that series, waive any past
default under the applicable indenture, except:

    .  a default in the payment of the principal of or any premium or
       interest on any debt securities of that series; or

    .  a default under any provision of the applicable indenture which
       itself cannot be modified or amended without the consent of the
       holders of each outstanding debt security of that series. (Section
       513)

EVENTS OF DEFAULT

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the senior indenture with respect to any
series of senior debt securities, means any of the following:

    .  failure to pay interest on any senior debt security of that series
       for 30 days after the payment is due;

    .  failure to pay the principal of or any premium on any senior debt
       security of that series when due;

    .  failure to deposit any sinking fund payment on senior debt securities
       of that series when due;

    .  failure to perform any of the covenants regarding capital stock of
       Principal Subsidiary Banks described above under "--Covenants
       Contained in Indentures";

    .  failure to perform any other covenant in the senior indenture that
       applies to senior debt securities of that series for 90 days after we
       have received written notice of the failure to perform in the manner
       specified in the senior indenture;

    .  certain events in bankruptcy, insolvency or reorganization; or

    .  any other event of default that may be specified for the senior debt
       securities of that series when that series is created. (Section 501
       of the senior indenture)

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the subordinated indenture with respect to any
series of subordinated debt securities, means any of the following:

    .  certain events in bankruptcy, insolvency or reorganization; or

    .  any other event of default that may be specified for the subordinated
       debt securities of that series when that series is created. (Section
       501 of the subordinated indenture)

      If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the series

                                       13
<PAGE>

may declare the entire principal of all the debt securities of that series to
be due and payable immediately. If such a declaration occurs, the holders of a
majority of the aggregate principal amount of the outstanding debt securities
of that series can, subject to conditions, rescind the declaration. (Sections
502, 513) Unless we state otherwise in the applicable prospectus supplement,
the holders of subordinated debt securities will not have the right to
accelerate the payment of principal of the subordinated debt securities as a
result of our failure to perform any covenant or agreement contained in the
subordinated debt securities or the subordinated indenture.

      The prospectus supplement relating to a series of debt securities which
are original issue discount securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal
amount of the series when an event of default occurs and continues.

      Each of the indentures requires us to file an officers' certificate with
the applicable trustee each year that states, to the knowledge of the
certifying officer, whether or not any defaults exist under the terms of the
applicable indenture. (Section 1007 of the senior indenture, Section 1004 of
the subordinated indenture). The trustee may withhold notice to the holders of
debt securities of any default, except defaults in the payment of principal,
premium, interest or any sinking fund installment, if it considers the
withholding of notice to be in the best interests of the holders. For purposes
of this paragraph, "default" means any event which is, or after notice or lapse
of time or both would become, an event of default under the applicable
indenture with respect to the debt securities of the applicable series.
(Section 602)

      Other than its duties in the case of a default, a trustee is not
obligated to exercise any of its rights or powers under the applicable
indenture at the request, order or direction of any holders, unless the holders
offer that trustee reasonable indemnification. (Sections 601, 603) If
reasonable indemnification is provided, then, subject to other rights of the
trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that
series, direct the time, method and place of:

    .  conducting any proceeding for any remedy available to the trustee; or

    .  exercising any trust or power conferred upon the trustee. (Sections
       512, 603)

      The holder of a debt security of any series will have the right to begin
any proceeding with respect to the applicable indenture or for any remedy only
if:

    .  the holder has previously given the trustee written notice of a
       continuing event of default with respect to that series;

    .  the holders of at least 25% in aggregate principal amount of the
       outstanding debt securities of that series have made a written
       request of, and offered reasonable indemnification to, the trustee to
       begin such proceeding;

    .  the trustee has not started such proceeding within 60 days after
       receiving the request; and

    .  the trustee has not received directions inconsistent with such
       request from the holders of a majority in aggregate principal amount
       of the outstanding debt securities of that series during those 60
       days. (Section 507)

However, the holder of any senior debt security will have an absolute right to
receive payment of principal of and any premium and interest on the senior debt
security when due and to institute suit to enforce this payment, and the holder
of any subordinated debt security will have, subject to the

                                       14
<PAGE>

subordination provisions discussed below under "--Subordination," the absolute
right to receive payment of principal of and any premium and interest on the
subordinated debt security when due in accordance with the subordinated
indenture and to institute suit to enforce the payment. (Section 508)

DEFEASANCE

      DEFEASANCE AND DISCHARGE. At the time that we establish a series of debt
securities under the applicable indenture, we can provide that the debt
securities of that series are subject to the defeasance and discharge
provisions of that indenture. If we so provide, we will be discharged from our
obligations on the debt securities of that series if:

    .  we deposit with the applicable trustee, in trust, sufficient money
       or, if the debt securities of that series are denominated and payable
       in U.S. dollars only, Eligible Instruments, to pay the principal, any
       interest, any premium and any other sums due on the debt securities
       of that series, such as sinking fund payments, on the dates the
       payments are due under the applicable indenture and the terms of the
       debt securities;

    .  we deliver to the applicable trustee an opinion of counsel that
       states that the holders of the debt securities of that series will
       not recognize income, gain or loss for federal income tax purposes as
       a result of the deposit and will be subject to federal income tax on
       the same amounts and in the same manner and at the same times as
       would have been the case if no deposit had been made; and

    .  if the debt securities of that series are listed on any domestic or
       foreign securities exchange, the debt securities will not be delisted
       as a result of the deposit. (Section 403)

      When we use the term "Eligible Instruments" in this section, we mean
monetary assets, money market instruments and securities that are payable in
dollars only and essentially risk free as to collection of principal and
interest, including:

    .  direct obligations of the United States backed by the full faith and
       credit of the United States; or

    .  any obligation of a person controlled or supervised by and acting as
       an agency or instrumentality of the United States if the timely
       payment of the obligation is unconditionally guaranteed as a full
       faith and credit obligation by the United States. (Section 101)

      In the event that we deposit money and/or Eligible Instruments in trust
and discharge our obligations under a series of debt securities as described
above, then:

    .  the applicable indenture, including, in the case of subordinated debt
       securities, the subordination provisions contained in the
       subordinated indenture, will no longer apply to the debt securities
       of that series; however, certain obligations to compensate, reimburse
       and indemnify the trustee, to register the transfer and exchange of
       debt securities, to replace lost, stolen or mutilated debt
       securities, to maintain paying agencies and the trust funds and to
       pay additional amounts, if any, required as a result of U.S.
       withholding taxes imposed on payments to non-U.S. persons will
       continue to apply; and

    .  holders of debt securities of that series can only look to the trust
       fund for payment of principal, any premium and any interest on the
       debt securities of that series. (Section 403)


                                       15
<PAGE>

      DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. At the
time that we establish a series of debt securities under the applicable
indenture, we can provide that the debt securities of that series are subject
to the covenant defeasance provisions of that indenture. If we so provide and
we make the deposit and deliver the opinion of counsel described above in this
section under the heading "--Defeasance and Discharge" we will not have to
comply with the following restrictive covenants contained in the applicable
indenture:

    .  Restrictions Upon Sale or Issuance of Capital Stock of Certain
       Subsidiary Banks (Section 1005 of the senior indenture) discussed
       above under "--Covenants Contained in Indentures"; and

    .  any other covenant we designate when we establish the series of debt
       securities.

In the event of a covenant defeasance, our obligations under the applicable
indenture and the debt securities, other than with respect to the covenants
specifically referred to above, will remain in effect. (Section 1501 of the
senior indenture, Section 1701 of the subordinated indenture)

      If we exercise our option not to comply with the covenants listed above
and the debt securities of the series become immediately due and payable
because an event of default has occurred, other than as a result of an event of
default specifically referred to above, the amount of money and/or Eligible
Instruments on deposit with the applicable trustee will be sufficient to pay
the principal, any interest, any premium and any other sums, due on the debt
securities of that series, such as sinking fund payments, on the date the
payments are due under the applicable indenture and the terms of the debt
securities, but may not be sufficient to pay amounts due at the time of
acceleration. However, we would remain liable for the balance of the payments.
(Section 1501 of the senior indenture, Section 1701 of the subordinated
indenture)

SUBORDINATION

      The subordinated debt securities will be subordinate to all of our
existing and future Senior Debt, as defined below. Our Senior Debt includes the
senior debt securities and means

    .  any of our indebtedness for borrowed or purchased money, whether or
       not evidenced by bonds, debentures, notes or other written
       instruments,

    .  our obligations under letters of credit,

    .  any of our indebtedness or other obligations with respect to
       commodity contracts, interest rate and currency swap agreements, cap,
       floor and collar agreements, currency spot and forward contracts, and
       other similar agreements or arrangements designed to protect against
       fluctuations in currency exchange or interest rates, and

    .  any guarantees, endorsements (other than by endorsement of negotiable
       instruments for collection in the ordinary course of business) or
       other similar contingent obligations in respect of obligations of
       others of a type described above, whether or not such obligation is
       classified as a liability on a balance sheet prepared in accordance
       with generally accepted accounting principles,

whether outstanding on the date of execution of the subordinated indenture or
thereafter incurred, other than obligations expressly on a parity with or
junior to the subordinated debt securities.


                                       16
<PAGE>

      If certain events in bankruptcy, insolvency or reorganization occur, we
will first pay all Senior Debt, including any interest accrued after the events
occur, in full before we make any payment or distribution, whether in cash,
securities or other property, on account of the principal of or interest on the
subordinated debt securities. In such an event, we will pay or deliver directly
to the holders of Senior Debt any payment or distribution otherwise payable or
deliverable to holders of the subordinated debt securities. We will make the
payments to the holders of Senior Debt according to priorities existing among
those holders until we have paid all Senior Debt, including accrued interest,
in full. Notwithstanding the subordination provisions discussed in this
paragraph, we may make payments or distributions on the subordinated debt
securities so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan or reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of the subordinated debt
       securities. (Section 1801 of the subordinated indenture)

      If such events in bankruptcy, insolvency or reorganization occur, after
we have paid in full all amounts owed on Senior Debt:

    .  the holders of subordinated debt securities,

    .  together with the holders of any of our other obligations ranking
       equal with those subordinated debt securities,

will be entitled to receive from our remaining assets any principal, premium or
interest due at that time on the subordinated debt securities and such other
obligations before we make any payment or other distribution on account of any
of our capital stock or obligations ranking junior to those subordinated debt
securities.

      If we violate the subordinated indenture by making a payment or
distribution to holders of the subordinated debt securities before we have paid
all the Senior Debt in full, then such holders of the subordinated debt
securities will be deemed to have received the payments or distributions in
trust for the benefit of, and will have to pay or transfer the payments or
distributions to, the holders of the Senior Debt outstanding at the time. The
payment or transfer to the holders of the Senior Debt will be made according to
the priorities existing among those holders. Notwithstanding the subordination
provisions discussed in this paragraph, holders of subordinated debt securities
will not be required to pay, or transfer payments or distributions to, holders
of Senior Debt so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan of reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of those subordinated debt
       securities. (Section 1801 of the subordinated indenture)

      Because of the subordination, if we become insolvent, holders of Senior
Debt may receive more, ratably, and holders of the subordinated debt securities
having a claim pursuant to those securities may receive less, ratably, than our
other creditors. This type of subordination will not

                                       17
<PAGE>

prevent an event of default from occurring under the subordinated indenture in
connection with the subordinated debt securities.

      We may modify or amend the subordinated indenture as provided under "--
Modification and Waiver" above. However, the modification or amendment may not,
without the consent of the holders of all Senior Debt outstanding, modify any
of the provisions of the applicable indenture relating to the subordination of
the subordinated debt securities in a manner that would adversely affect the
holders of Senior Debt. (Section 902 of the subordinated indenture)

CONVERSION AND EXCHANGE

      If any offered debt securities are convertible into preferred stock,
depositary shares or common stock at the option of the holders or exchangeable
for preferred stock, depositary shares or common stock at our option, the
prospectus supplement relating to those debt securities will include the terms
and conditions governing any conversions and exchanges.

                         DESCRIPTION OF PREFERRED STOCK

      This section describes the general terms and provisions of our preferred
stock and preference stock that may be offered by this prospectus. Unless we
specifically note otherwise, we will generally refer to our preferred stock and
preference stock collectively in this prospectus as preferred stock. The
prospectus supplement will describe the specific terms of the series of the
preferred stock offered through that prospectus supplement and any general
terms outlined in this section that will not apply to that series of preferred
stock.

      We have summarized the material terms and provisions of the preferred
stock in this section. We have also filed our restated certificate of
incorporation, as amended, and the form of certificate of designations of
powers, preferences and rights of preferred stock, which we will refer to as
the "certificate of designation," as exhibits to the registration statement.
You should read our restated certificate of incorporation and the certificate
of designations relating to the applicable series of the preferred stock for
additional information before you buy any preferred stock.

GENERAL

      Pursuant to our restated certificate of incorporation, as amended, our
board of directors has the authority, without further stockholder action, to
issue a maximum of 24,000,000 shares of preferred stock, consisting of a
maximum of 20,000,000 shares of preferred stock and a maximum of 4,000,000
shares of preference stock, including shares issued or reserved for issuance.
As of June 30, 2001 we had 5,680,110 issued and outstanding shares of preferred
stock. As of June 30, 2001, there were no shares of preference stock
outstanding. The board of directors has the authority to determine or fix the
following terms with respect to shares of any series of preferred stock:

    .  the number of shares and designation or title of the shares;

    .  dividend rights;

    .  whether and upon what terms the shares will be redeemable;

    .  the rights of the holders upon our dissolution or upon the
       distribution of our assets;


                                       18
<PAGE>

    .  whether and upon what terms the shares will have a purchase,
       retirement or sinking fund;

    .  whether and upon what terms the shares will be convertible;

    .  the voting rights, if any, which will apply; provided, however, that
       holders of preference stock will not be entitled to more than 1 vote
       per share; and

    .  any other preferences, rights, limitations or restrictions of the
       series.

If we purchase, redeem or convert shares of preferred stock, we will retire
and cancel them and restore them to the status of authorized but unissued
shares of preferred stock or preference stock, as the case may be. Those
shares will not be part of any particular series of preferred stock and may be
reissued by us.

      As described under "Description of Depositary Shares" below, we may
elect to offer depositary shares represented by depositary receipts. If we so
elect, each depositary share will represent a fractional interest, to be
specified in the applicable prospectus supplement, in a share of preferred
stock. If we issue depositary shares representing interests in preferred
stock, those shares of preferred stock will be deposited with a depositary.

      Under regulations of the Federal Reserve Board, our preferred stock is a
voting security at all times for purposes of the Bank Holding Company Act
because the holders of our preferred stock are entitled to vote for the
election of directors if we do not pay preferred stock dividends. Any holder
of more than 25% of a class of our voting securities, or less than 25% if the
holder otherwise exercises a "controlling influence" over us, would be
regulated as a bank holding company under the Bank Holding Company Act. In
addition, an existing bank holding company would need to obtain the Federal
Reserve Board's approval before acquiring 5% or more of any class of our
voting securities. Separately, under the Change in Bank Control Act of 1978,
any "person," including an individual or company other than a bank holding
company, may need to obtain the Federal Reserve Board's approval before
acquiring 10% or more of any class of our voting securities. All series of our
preferred stock are considered a single "class of voting shares" under the
Bank Holding Company Act because they generally vote together on all matters
as described below under "--Voting Rights."

      The preferred stock will have the dividend, liquidation, redemption,
voting and conversion rights described in this section unless the applicable
prospectus supplement provides otherwise. You should read the prospectus
supplement relating to the particular series of the preferred stock it offers
for specific terms, including:

    .  the title, stated value and liquidation preference of the preferred
       stock and the number of shares offered;

    .  the initial public offering price at which we will issue the
       preferred stock;

    .  the dividend rate or rates, or method of calculation of dividends,
       the dividend periods, the dates on which dividends will be payable
       and whether the dividends will be cumulative or noncumulative and, if
       cumulative, the dates from which the dividends will start to
       cumulate;

    .  any redemption or sinking fund provisions;

    .  any conversion provisions;


                                      19
<PAGE>

    .  whether we have elected to offer depositary shares as described under
       "Description of Depositary Shares" below; and

    .  any additional dividend, liquidation, redemption, sinking fund and
       other rights, preferences, privileges, limitations and restrictions.

      When we issue shares of preferred stock, they will be fully paid and
nonassessable. This means you will have paid the full purchase price for your
shares of preferred stock and you will not be assessed any additional amount
for your stock. Unless the applicable prospectus supplement specifies
otherwise:

    .  each series of preferred stock will rank equally in all respects with
       the outstanding shares of preferred stock and each other series of
       preferred stock offered under this prospectus;

    .  each series of preferred stock will rank senior to our series C
       junior participating preferred stock described below under the
       heading "Description of Common Stock--Rights Agreement";

    .  the preferred stock will have no preemptive rights to subscribe for
       any additional securities which we may issue in the future, which
       means that the holders of shares of preferred stock will have no
       right, as holders of shares of preferred stock, to buy any portion of
       those issued securities; and

    .  Wells Fargo Bank Minnesota, N.A. will be the transfer agent and
       registrar for the preferred stock and any depositary shares.

DIVIDENDS

      The holders of the preferred stock of each series will be entitled to
receive cash dividends, if declared by our board of directors or its duly
authorized committee, out of our assets that we can legally use to pay
dividends. The applicable prospectus supplement relating to a particular series
of preferred stock will describe the dividend rates and dates on which
dividends will be payable. The rates may be fixed or variable or both. If the
dividend rate is variable, the applicable prospectus supplement will describe
the formula used to determine the dividend rate for each dividend period. We
will pay dividends to the holders of record as they appear on our stock books
on the record dates fixed by our board of directors or its duly authorized
committee.

      We are incorporated in Delaware, and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.

      The applicable prospectus supplement will also state whether the
dividends on any series of the preferred stock are cumulative or noncumulative.
If our board of directors does not declare a dividend payable on a dividend
payment date on any noncumulative series of preferred stock, then the holders
of that series will not be entitled to receive a dividend for that dividend
period and we will not be obligated to pay the dividend for that dividend
period even if our board declares a dividend on that series payable in the
future.


                                       20
<PAGE>

      Our board will not declare and pay a dividend on any of our stock
ranking, as to dividends, equal with or junior to the preferred stock unless
full dividends on the preferred stock have been declared and paid, or declared
and sufficient money is set aside for payment. Until full dividends are paid,
or declared and payment is set aside, on all preferred stock ranking equal as
to dividends, then:

    .  we will declare any dividends pro rata among the shares of preferred
       stock of each series offered under this prospectus and any other
       series of preferred stock ranking equal to such series of preferred
       stock offered under this prospectus as to dividends, which means that
       the dividends we declare per share on each series of such preferred
       stock will bear the same relationship to each other that the full
       accrued dividends per share on each such series of the preferred
       stock bear to each other;

    .  other than the above-described pro rata dividends, we will not
       declare or pay any dividends or declare or make any distributions
       upon any security ranking junior to or equal with the preferred stock
       offered under this prospectus as to dividends or upon liquidation,
       except dividends or distributions paid for with securities ranking
       junior to the preferred stock as to dividends and upon liquidation;
       and

    .  we will not redeem, purchase or otherwise acquire, or set aside money
       for a sinking fund for, any securities ranking junior to or equal
       with the preferred stock offered under this prospectus as to
       dividends or upon liquidation, except by conversion into or exchange
       for stock junior to the preferred stock as to dividends and upon
       liquidation.

We will not owe any interest, or any money in lieu of interest, on any dividend
payment(s) on any series of the preferred stock which may be past due.

REDEMPTION

      We may redeem all or part of a series of the preferred stock and that
series may be subject to mandatory redemption under a sinking fund or
otherwise, as described in the applicable prospectus supplement. Redeemed
shares of preferred stock will become authorized but unissued shares of
preferred stock or preference stock, as the case may be, that we may issue in
the future.

      If a series of the preferred stock is subject to mandatory redemption,
the applicable prospectus supplement will specify the number of shares that we
will redeem each year and the redemption price. If shares of preferred stock
are redeemed, we will pay all accrued and unpaid dividends on those shares to,
but excluding, the redemption date. The prospectus supplement will also specify
whether the redemption price will be paid in cash or other property. If we are
only permitted to pay the redemption price for a series of preferred stock from
the proceeds of a capital stock issuance, and the proceeds from the issuance
are insufficient or no such issuance has occurred, then the terms of that
series may provide that the preferred stock will automatically and mandatorily
be converted into that capital stock.

      If fewer than all of the outstanding shares of any series of the
preferred stock are to be redeemed, our board of directors will determine the
number of shares to be redeemed. We will redeem the shares pro rata from the
holders of record in proportion to the number of shares held by them, with
adjustments to avoid redemption of fractional shares.

      Even though the terms of a series of preferred stock may permit
redemption of all or a part of the preferred stock, if any dividends, including
accumulated dividends, on that series are past due:

    .  we will not redeem any preferred stock of that series unless we
       simultaneously redeem all outstanding preferred stock of that series;
       and


                                       21
<PAGE>

    .  we will not purchase or otherwise acquire any preferred stock of that
       series.

The prohibition discussed in the prior sentence will not prohibit us from
purchasing or acquiring preferred stock of that series under a purchase or
exchange offer if we make the offer on the same terms to all holders of that
series.

      Unless the applicable prospectus supplement specifies otherwise, we will
give notice of a redemption by mailing a notice to each record holder of the
shares to be redeemed, between 30 to 60 days prior to the date fixed for
redemption, unless we issue depositary shares representing interests in shares
of preferred stock, in which case we will send a notice to the depositary
between 40 to 70 days prior to the date fixed for redemption. We will mail the
notices to the holders' addresses as they appear on our stock records. Each
notice will state:

    .  the redemption date;

    .  the number of shares and the series of the preferred stock to be
       redeemed;

    .  the redemption price;

    .  the place or places where holders can surrender the certificates for
       the preferred stock for payment of the redemption price;

    .  that dividends on the shares to be redeemed will cease to accrue on
       the redemption date; and

    .  the date when the holders' conversion rights, if any, will terminate.

If we redeem fewer than all shares of any series of the preferred stock held by
any holder, we will also specify the number of shares to be redeemed from the
holder in the notice.

      If we have given notice of the redemption and have provided the funds for
the payment of the redemption price, then beginning on the redemption date:

    .  the dividends on the preferred stock called for redemption will no
       longer accrue;

    .  those shares will no longer be considered outstanding; and

    .  the holders will no longer have any rights as stockholders except to
       receive the redemption price.

When the holder properly surrenders the redeemed shares, the redemption price
will be paid out of the funds provided by us. If we redeem fewer than all of
the shares represented by any certificate, we will issue a new certificate
representing the unredeemed shares without cost to the holder.

      If a redemption described above is deemed to be a "tender offer" within
the meaning of Rule 14e-1 under the Exchange Act, we will comply with all
applicable provisions of the Exchange Act.

CONVERSION OR EXCHANGE

      The applicable prospectus supplement relating to a series of convertible
preferred stock will describe the terms on which shares of that series are
convertible into shares of common stock or a different series of preferred
stock or exchangeable for debt securities.


                                       22
<PAGE>

RIGHTS UPON LIQUIDATION

      Unless the applicable prospectus states otherwise, if we voluntarily or
involuntarily liquidate, dissolve or wind up our business, the holders of
shares of each series of the preferred stock offered under this prospectus and
any preferred stock ranking equal to the preferred stock offered under this
prospectus will be entitled to receive:

    .  liquidation distributions in the amount stated in the applicable
       prospectus supplement; and

    .  all accrued and unpaid dividends, whether or not earned or declared.

We will pay these amounts to the holders of shares of each series of the
preferred stock, and all amounts owing on any preferred stock ranking equally
with such series of preferred stock as to distributions upon liquidation, out
of our assets available for distribution to stockholders before any
distribution is made to holders of any securities ranking junior to the series
of preferred stock upon liquidation.

      The sale of all or substantially all of our property and assets, our
merger into or consolidation with any other corporation or the merger of any
other corporation into us will not be considered a dissolution, liquidation or
winding up of our business.

      We will make pro rata distributions to the holders of a series of
preferred stock and any other shares of our stock ranking equal to that series
of preferred stock as to distributions upon dissolution, liquidation or winding
up of our business if

    .  we voluntarily or involuntarily liquidate, dissolve or wind up our
       business, and

    .  we do not have enough assets available for distribution to the
       holders of such series of preferred stock and any other shares of our
       stock ranking equal with such series as to any such distribution to
       pay all amounts to which the holders are entitled.

This means the distributions we pay to the holders of all shares ranking equal
as to distributions upon dissolution, liquidation or winding up of our business
will bear the same relationship to each other that the full distributable
amounts for which those holders are respectively entitled upon dissolution,
liquidation or winding up of our business bear to each other.

      After we pay the full amount of the liquidation distribution to which the
holders of a series of the preferred stock are entitled, those holders will
have no right or claim to any of our remaining assets.

VOTING RIGHTS

      Except as described in this section or in the applicable prospectus
supplement, or except as expressly required by applicable law, the holders of
the preferred stock will not be entitled to vote. If the holders of a series of
preferred stock are entitled to vote and the applicable prospectus supplement
does not state otherwise, then each share of preferred stock will have one
vote; provided, however, that under no circumstances will the holders of
preference stock have more than one vote per share. As more fully described
under "Description of Depositary Shares" below, if we issue depositary shares
representing fractional interests in a share of preferred stock, the holders of
each depositary share will be entitled to a fraction of a vote.


                                       23
<PAGE>

      For any series of preferred stock having one vote per share, the voting
power of the series, on matters on which holders of that series and holders of
any other series of preferred stock are entitled to vote as a single class,
will solely depend on the total number of shares in that series and not the
aggregate liquidation preference or initial offering price.

      If we have not paid dividends on any series of preferred stock offered
under this prospectus for more than 540 days, the holders of that series,
together with the holders of outstanding shares of all other series of
preferred stock ranking equally to that series as to distribution upon
liquidation and having similar voting rights which are then exercisable, will
be entitled to vote for the election of two additional directors at the next
annual meeting of our stockholders. If the holders of a series of preferred
stock are entitled to elect two additional directors, then each share of
preferred stock will have one vote. In such case, the size of our board of
directors will increase by two directors. After we pay the full amount of
dividends to which the holders of the series of preferred stock are entitled,
those holders will no longer have a vote for the election of two additional
directors.

      Unless we receive the consent of the holders of an outstanding series of
preferred stock and the outstanding shares of all other series of preferred
stock which

    .  rank equal with that series either as to dividends or the
       distribution of assets upon liquidation, dissolution or winding up of
       our business, and

    .  have voting rights that are exercisable and that are similar to those
       of that series, we will not:

      .  authorize, create or issue, or increase the authorized or issued
         amount of, any class or series of stock ranking prior to that
         outstanding preferred stock with respect to payment of dividends
         or the distribution of assets upon liquidation, dissolution or
         winding up of our business; or
      .  amend, alter or repeal, whether by merger, consolidation or
         otherwise, the provisions of our restated certificate of
         incorporation, as amended, or of the resolutions contained in a
         certificate of designation creating that series of the preferred
         stock in a way that materially and adversely affects any right,
         preference, privilege or voting power of that outstanding
         preferred stock.

This consent must be given by the holders of at least two-thirds of all
outstanding preferred stock described in the preceding sentence, voting
together as a single class. However, we will not be required to obtain this
consent with respect to any amendment, alteration or repeal affecting the
rights, preferences, privileges or voting powers of preferred stock of the type
described above, if we only:

    .  increase the amount of the authorized preferred stock;

    .  create and issue another series of preferred stock; or

    .  increase the amount of authorized shares of any series of preferred
       stock;

so long as that preferred stock in each case ranks equal with or junior to the
shares of preferred stock offered under this prospectus with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of our business.

      The holders of our ESOP preferred stock, 1995 ESOP preferred stock, 1996
ESOP preferred stock, 1997 ESOP preferred stock, 1998 ESOP preferred stock,
1999 ESOP preferred stock, 2000

                                       24
<PAGE>

ESOP preferred stock, 2001 ESOP preferred stock, series B preferred stock and
series H preferred stock described below under "--Outstanding Preferred Stock"
have voting rights similar to those described in this section.

OUTSTANDING PREFERRED STOCK

      Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock offered by this prospectus will rank equally in all respects
with our outstanding preferred stock. Our common stock, including the common
stock that may be issued upon conversion of preferred stock or in exchange for,
or upon conversion of, debt securities or upon exercise of securities warrants,
will be subject to any prior rights of the preferred stock then outstanding.
Therefore, the rights of the outstanding preferred stock described below and
any preferred stock that may be issued after the date hereof, may limit the
rights of the holders of the common stock. At June 30, 2001, we had
outstanding:

    .  2,620 shares of ESOP cumulative convertible preferred stock, which we
       refer to as our ESOP preferred stock;

    .  8,190 shares of 1995 ESOP cumulative convertible preferred stock,
       which we refer to as our 1995 ESOP preferred stock;

    .  10,041 shares of 1996 ESOP cumulative convertible preferred stock,
       which we refer to as our 1996 ESOP preferred stock;

    .  9,362 shares of 1997 ESOP cumulative convertible preferred stock,
       which we refer to as our 1997 ESOP preferred stock;

    .  7,471 shares of 1998 ESOP cumulative convertible preferred stock,
       which we refer to as our 1998 ESOP preferred stock;

    .  17,832 shares of 1999 ESOP cumulative convertible preferred stock,
       which we refer to as our 1999 ESOP preferred stock;

    .  44,163 shares of 2000 ESOP cumulative convertible preferred stock,
       which we refer to as our 2000 ESOP preferred stock;

    .  112,031 shares of 2001 ESOP cumulative convertible preferred stock,
       which we refer to as our 2001 ESOP preferred stock;

    .  1,468,400 shares of adjustable rate cumulative preferred stock,
       series B, which we refer to as our series B preferred stock; and

    .  4,000,000 shares of fixed/adjustable rate noncumulative preferred
       stock, series H, which we refer to as our series H preferred stock.

      ESOP PREFERRED STOCK. The ESOP preferred stock has a stated value of
$1,000.00 per share. The ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of 9% calculated as a percentage of stated value.
All outstanding shares of ESOP preferred stock are held of record by a trustee
acting on behalf of the Wells Fargo & Company 401(k) Plan, or any successor to
that plan, which we refer to as the Plan in this prospectus. The ESOP preferred
stock is subject to redemption, in whole or in part, at our option, at a price
equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of ESOP preferred stock, as that term
       is used in the certificate of designations for the ESOP preferred
       stock, on the date fixed for redemption.

                                       25
<PAGE>

      The ESOP preferred stock is mandatorily convertible, without any further
action on our part or on the part of the holder, into common stock at the then-
applicable Conversion Price, as defined in the certificate of designations for
the ESOP preferred stock, when:

    .  the ESOP preferred stock is released from the unallocated reserve of
       the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of ESOP preferred stock is entitled, at any time before
the date fixed for redemption, to convert shares of ESOP preferred stock held
by that holder into shares of common stock at the then-applicable Conversion
Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of ESOP preferred stock are entitled to
receive out of our assets available for distribution to stockholders, before
any distribution of assets is made to holders of common stock, $1,000.00 per
share, plus accrued and unpaid dividends.

      Except as required by law, the holders of ESOP preferred stock are not
entitled to vote, except under the limited circumstances described above under
"--Voting Rights". The ESOP preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the ESOP preferred stock.

      1995 ESOP PREFERRED STOCK. The 1995 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1995 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of 10% calculated as a
percentage of stated value. All outstanding shares of 1995 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1995 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1995 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1995 ESOP
       preferred stock, on the date fixed for redemption.

      The 1995 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the then-applicable Conversion Price, as that term is used in the certificate
of designations for our 1995 ESOP preferred stock, when:

    .  the 1995 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when a record ownership of the shares of 1995 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1995 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1995 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

                                       26
<PAGE>

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1995 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1995 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1995 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1995 ESOP preferred stock.

      1996 ESOP PREFERRED STOCK. The 1996 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1996 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $85.00, $90.00 or $95.00
based on the Current Market Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, of one share of common stock as
of a fixed trading date. All outstanding shares of 1996 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1996 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1996 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1996 ESOP
       preferred stock, on the date fixed for redemption.

      The 1996 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, when:

    .  the 1996 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1996 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1996 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1996 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1996 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1996 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1996 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1996 ESOP preferred stock.

      1997 ESOP PREFERRED STOCK. The 1997 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1997 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $95.00, $100.00 or $105.00
based on the Current Market Price, as that term is used in the

                                       27
<PAGE>

certificate of designations for the 1997 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1997 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1997 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1997 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1997 ESOP
       preferred stock, on the date fixed for redemption.

      The 1997 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1997 ESOP preferred stock, when:

    .  the 1997 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1997 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1997 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1997 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1997 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1997 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1997 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1997 ESOP preferred stock.

      1998 ESOP PREFERRED STOCK. The 1998 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1998 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $107.50, $112.50 or
$117.50 based on the Current Market Price, as that term is used in the
certificate of designations for the 1998 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1998 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1998 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1998 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1998 ESOP
       preferred stock, on the date fixed for redemption.

                                       28
<PAGE>

      The 1998 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1998 ESOP preferred stock, when:

    .  the 1998 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1998 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1998 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1998 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1998 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1998 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1998 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1998 ESOP preferred stock.

      1999 ESOP PREFERRED STOCK. The 1999 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1999 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $103.00, $108.00 or
$113.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 1999 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1999 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1999 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 1999 ESOP preferred stock, as that
       term is used in the certificate of designations for the 1999 ESOP
       preferred stock, on the date fixed for redemption.

      The 1999 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1999 ESOP preferred stock, when:

    .  the 1999 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 1999 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 1999 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1999 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

                                       29
<PAGE>

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1999 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 1999 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1999 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1999 ESOP preferred stock.

      2000 ESOP PREFERRED STOCK. The 2000 ESOP preferred stock has a stated
value of $1,000.00 per share. The 2000 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $115.00, $120.00 or
$125.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 2000 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 2000 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 2000 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 2000 ESOP preferred stock, as that
       term is used in the certificate of designations for the 2000 ESOP
       preferred stock, on the date fixed for redemption.

      The 2000 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 2000 ESOP preferred stock, when:

    .  the 2000 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 2000 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 2000 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 2000 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 2000 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 2000 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 2000 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 2000 ESOP preferred stock.

      2001 ESOP PREFERRED STOCK. The 2001 ESOP preferred stock has a stated
value of $1,000.00 per share. The 2001 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $105.00, $110.00 or
$115.00 based on the Current Market Price, as that term is used in the

                                       30
<PAGE>

certificate of designations for the 2001 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 2001 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 2001 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:

    .  $1,000.00 per share, plus accrued and unpaid dividends thereon to the
       date fixed for redemption; and

    .  the Fair Market Value per share of 2001 ESOP preferred stock, as that
       term is used in the certificate of designations for the 2001 ESOP
       preferred stock, on the date fixed for redemption.

      The 2001 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 2001 ESOP preferred stock, when:

    .  the 2001 ESOP preferred stock is released from the unallocated
       reserve of the Plan in accordance with the terms of the Plan; or

    .  when record ownership of the shares of 2001 ESOP preferred stock is
       transferred to any person other than a successor trustee under the
       Plan.

In addition, a holder of 2001 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 2001 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 2001 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.

      Except as required by law, the holders of 2001 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 2001 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 2001 ESOP preferred stock.

      SERIES B PREFERRED STOCK. The series B preferred stock provides for
quarterly cumulative dividends. Each quarterly dividend payment equals $50.00
multiplied by the dividend rate for that dividend period, divided by four. The
dividend rate for a given dividend payment is equal to 76% of the highest of:

    .  the three-month Treasury Bill Rate;

    .  the Ten Year Constant Maturity Rate; or

    .  the Twenty Year Constant Maturity Rate, as each term is used in the
       certificate of designations for the series B preferred stock.

      In no event, however, will the dividend rate be less than 5.5% on an
annual basis or greater than 10.5% on an annual basis. The series B preferred
stock is subject to redemption, in whole or in part, at our option, at a per
share price equal to $50.00, plus accrued and unpaid dividends thereon to the
date fixed for redemption.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series B preferred stock are
entitled to receive out of our assets available for

                                       31
<PAGE>

distribution to stockholders, before any distribution of assets is made to the
holders of common stock, a per share amount equal to $50.00, plus accrued and
unpaid dividends to the date of final distribution.

      Except as required by law, the holders of series B preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series B preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series B preferred stock does not have preemptive rights and
is not subject to any sinking fund, and we are not otherwise obligated to
repurchase or redeem the series B preferred stock. Our outstanding shares of
series B preferred stock are listed on the New York Stock Exchange under the
symbol "WFCPRB".

      SERIES H PREFERRED STOCK. The series H preferred stock provides for
quarterly noncumulative dividends. The dividend rate for each quarter through
October 1, 2001 will be based upon an annual rate of 6.59%, and any quarterly
dividend will equal the amount obtained by multiplying $50.00 by the quarterly
dividend rate. The quarterly dividend rate through October 1, 2001 equals
1.6475%, or 6.59% divided by four. After October 1, 2001, the dividend rate for
each quarter will be based upon an annual rate equal to .44% plus the highest
of:

    .  the Treasury Bill Rate;

    .  the Ten Year Constant Maturity Rate; or

    .  the Thirty Year Constant Maturity Rate, as each term is used in the
       certificate of designations for the series H preferred stock.

We may be required to adjust this rate, however, in the case of amendments to
the Internal Revenue Code of 1986. In no event will the annual dividend rate
after October 1, 2001 be less than 7% or greater than 13%. Any quarterly
dividend paid after October 1, 2001 will equal the amount obtained by
multiplying $50.00 by the quarterly dividend rate, or the annual dividend rate
divided by four.

      Except as set forth below, we may not redeem the series H preferred stock
before October 1, 2001. At any time after October 1, 2001, we may redeem the
series H preferred stock, in whole or in part, at our option, at a per share
price equal to $50.00, plus accrued and unpaid dividends to the date fixed for
redemption. Notwithstanding the foregoing, we may redeem all, but not less than
all, of the outstanding shares of series H preferred stock at any time at our
option if the percentage of dividends received deduction as specified in
Section 243(a)(1) of the Internal Revenue Code of 1986 or any successor
provision is equal to or less than 40% and as a result the dividends payable on
the series H preferred stock will be adjusted upward as specified in the
certificate of designations for the series H preferred stock. In this event,
the per share redemption price will initially equal $51.50, plus accrued and
unpaid dividends from the immediately preceding dividend payment date, whether
or not earned or declared, and the redemption price will decrease each twelve-
month period thereafter by $.50 but not below $50.00 plus accrued and unpaid
dividends from the immediately preceding dividend payment date, whether or not
earned or declared.

      In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series H preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to the holders of
common stock, a per share amount equal to $50.00, plus an amount equal to all
dividends, whether or not earned or declared, from the immediately preceding
dividend payment date to the date of final distribution. Holders of series H
preferred stock will not be entitled to receive payment for unpaid dividends
for any periods before the immediately preceding dividend payment date.

                                       32
<PAGE>

      Except as required by law, the holders of series H preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series H preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series H preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the series H preferred stock.

                        DESCRIPTION OF DEPOSITARY SHARES

      This section describes the general terms and provisions of the depositary
shares. The prospectus supplement will describe the specific terms of the
depositary shares offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those depositary shares.

      We have summarized the material terms and provisions of the deposit
agreement, the depositary shares and the depositary receipts in this section.
We have also filed the form of deposit agreement, including the form of
depositary receipt, as an exhibit to the registration statement. You should
read the forms of deposit agreement and depositary receipt relating to a series
of preferred stock for additional information before you buy any depositary
shares that represent preferred stock of that series.

GENERAL

      We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for the issuance by a
depositary to the public of receipts for depositary shares, each of which will
represent a fractional interest in a share of a particular series of preferred
stock.

      The shares of any series of preferred stock underlying the depositary
shares will be deposited under a separate deposit agreement between us and a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50 million, which we refer
to in this prospectus as the depositary. We will name the depositary in the
applicable prospectus supplement. Subject to the terms of the deposit
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying the depositary
share. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.

      The depositary shares will be evidenced by depositary receipts issued
under the deposit agreement. If you purchase fractional interests in shares of
the related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts
although not in final form. The holders of the temporary depositary receipts
will be entitled to the same rights as if they held the depositary receipts in
final form. Holders of the temporary depositary receipts can exchange them for
the final depositary receipts at our expense.

      Unless we specify otherwise in the applicable prospectus supplement, you
will not be entitled to receive the whole shares of preferred stock underlying
the depositary shares.

                                       33
<PAGE>

DIVIDENDS AND OTHER DISTRIBUTIONS

      The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record
holders of depositary shares representing the shares of preferred stock in
proportion to the numbers of depositary shares owned by the holders on the
relevant record date. The depositary will not distribute amounts less than one
cent. The depositary will distribute any balance with the next sum received for
distribution to record holders of depositary shares.

      If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make the distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.

      The deposit agreement will also contain provisions relating to how any
subscription or similar rights offered by us to holders of the preferred stock
will be made available to the holders of depositary shares.

CONVERSION AND EXCHANGE

      If any series of preferred stock underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.

REDEMPTION OF DEPOSITARY SHARES

      If the series of the preferred stock underlying the depositary shares is
subject to redemption, all or a part of the depositary shares will be redeemed
from the redemption proceeds of that series of the preferred stock held by the
depositary. The depositary will mail notice of redemption between 30 to 60 days
prior to the date fixed for redemption to the record holders of the depositary
shares to be redeemed at their addresses appearing in the depositary's records.
The redemption price per depositary share will bear the same relationship to
the redemption price per share of preferred stock that the depositary share
bears to the underlying preferred stock. Whenever we redeem preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock
redeemed. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as
determined by the depositary.

      After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon the redemption. Payments will be made when holders
surrender their depositary receipts to the depositary.

VOTING THE PREFERRED STOCK

      When the depositary receives notice of any meeting at which the holders
of the preferred stock may vote, the depositary will mail information about the
meeting contained in the notice, and any accompanying proxy materials, to the
record holders of the depositary shares relating to the preferred stock. Each
record holder of such depositary shares on the record date, which will be the
same date as the record date for the preferred stock, will be entitled to
instruct the depositary as to how the preferred stock underlying the holder's
depositary shares should be voted.

                                       34
<PAGE>

      The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested by and deemed necessary by
the depositary in order to enable the depositary to vote the preferred stock in
that manner. The depositary will not vote any preferred stock for which it does
not receive specific instructions from the holders of the depositary shares
relating to such preferred stock.

TAXATION

      Owners of depositary shares will be treated for federal income tax
purposes as if they were owners of the preferred stock represented by the
depositary shares. Accordingly, for federal income tax purposes they will have
the income and deductions to which they would be entitled if they were holders
of the preferred stock. In addition:

    .  no gain or loss will be recognized for federal income tax purposes
       upon the withdrawal of preferred stock in exchange for depositary
       shares as provided in the deposit agreement;

    .  the tax basis of each share of preferred stock to an exchanging owner
       of depositary shares will, upon the exchange, be the same as the
       aggregate tax basis of the depositary shares exchanged for such
       preferred stock; and

    .  the holding period for the preferred stock, in the hands of an
       exchanging owner of depositary shares who held the depositary shares
       as a capital asset at the time of the exchange, will include the
       period that the owner held the depositary shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

      The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority
of the depositary shares then-outstanding. A deposit agreement may be
terminated by us or the depositary only if:

    .  all outstanding depositary shares relating to the deposit agreement
       have been redeemed; or

    .  there has been a final distribution on the preferred stock of the
       relevant series in connection with our liquidation, dissolution or
       winding up of our business and the distribution has been distributed
       to the holders of the related depositary shares.

CHARGES OF DEPOSITARY

      We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay
associated charges of the depositary for the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary shares
will pay transfer and other taxes and governmental charges and any other
charges that are stated to be their responsibility in the deposit agreement.

MISCELLANEOUS

      We will forward to the depositary, for distribution to the holders of
depositary shares, all reports and communications that we must furnish to the
holders of the preferred stock.

                                       35
<PAGE>

      Neither the depositary nor we will be liable if the depositary is
prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit agreement. Our obligations and the
depositary's obligations under the deposit agreement will be limited to
performance in good faith of duties set forth in the deposit agreement. Neither
the depositary nor we will be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or preferred stock unless
satisfactory indemnity is furnished to us and/or the depositary. We and the
depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

      The depositary may resign at any time by delivering notice to us. We may
also remove the depositary at any time. Resignations or removals will take
effect when a successor depositary is appointed and it accepts the appointment.
The successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.

                          DESCRIPTION OF COMMON STOCK

      This section describes the general terms and provisions of the shares of
our common stock. The prospectus supplement will describe the specific terms of
the common stock offered through that prospectus supplement in connection with
the conversion, exchange or exercise of debt securities, preferred stock,
depositary shares or securities warrants and any general terms outlined in this
section that will not apply to that common stock.

      We have summarized the material terms and provisions of the common stock
in this section. We have also filed our restated certificate of incorporation,
as amended, our bylaws and the certificate of designation relating to our
series C junior participating preferred stock, referred to in this prospectus
as our series C preferred stock, as exhibits to the registration statement. You
should read our restated certificate of incorporation, as amended, and our
bylaws and the certificate of designation relating to the series C preferred
stock for additional information before you buy any securities which may be
exercised or exchangeable for or converted into common stock.

GENERAL

      SHARES OUTSTANDING. As of June 30, 2001, our authorized common stock was
6,000,000,000 shares. From these authorized shares, we had issued 1,736,381,025
shares, of which 1,713,387,456 shares were outstanding and 22,993,569 shares
were held as treasury shares.

      DIVIDENDS. Holders of common stock may receive dividends when declared by
our board of directors out of our funds that we can legally use to pay
dividends. We may pay dividends in cash, stock or other property. In certain
cases, holders of common stock may not receive dividends until we have
satisfied our obligations to any holders of outstanding preferred stock. Other
restrictions on our ability to pay dividends are described below under "--
Dividend Restrictions" and above under "Description of Preferred Stock--
Outstanding Preferred Stock."

      VOTING RIGHTS. Holders of common stock have the exclusive power to vote
on all matters presented to our stockholders unless Delaware law or the
certificate of designation for an outstanding series of preferred stock gives
the holders of that preferred stock the right to vote on certain matters.

                                       36
<PAGE>

Each holder of common stock is entitled to one vote per share. Holders of
common stock have no cumulative voting rights for the election of directors.
This means a holder of a single share of common stock cannot cast more than one
vote for each position to be filled on our board of directors.

      OTHER RIGHTS. If we voluntarily or involuntarily liquidate, dissolve or
wind up our business, holders of common stock will receive pro rata, according
to shares held by them, any of our remaining assets available for distribution
to stockholders after we have provided for payment of all debts and other
liabilities, including any liquidation preference for outstanding shares of
preferred stock. When we issue securities in the future, holders of common
stock have no preemptive rights. This means the holders of common stock have no
right, as holders of common stock, to buy any portion of those issued
securities. Each share of common stock includes a right to purchase series C
preferred stock if certain conditions occur. The conditions under which a
holder may exercise that purchase right are discussed below under the heading
"--Rights Agreement".

      LISTING. Our outstanding shares of common stock are listed on the New
York Stock Exchange and Chicago Stock Exchange under the symbol "WFC." Wells
Fargo Bank Minnesota, N.A. serves as the transfer agent and registrar for the
common stock.

      FULLY PAID. The outstanding shares of common stock are fully paid and
nonassessable. This means the full purchase price for the outstanding shares of
common stock has been paid and the holders of such shares will not be assessed
any additional amounts for such shares. Any additional common stock that we may
issue in the future upon the conversion or exercise of other securities offered
under this prospectus will also be fully paid and nonassessable.

RESTRICTIONS ON PAYMENT OF DIVIDENDS

      We are incorporated in Delaware and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.

ANTI-TAKEOVER PROVISIONS CONTAINED IN THE CERTIFICATE OF INCORPORATION AND
BYLAWS

      Certain provisions of our restated certificate of incorporation, as
amended, may make it less likely that our management would be changed or
someone would acquire voting control of our company without our board's
consent. These provisions may delay, deter or prevent tender offers or takeover
attempts that stockholders may believe are in their best interests, including
tender offers or attempts that might allow stockholders to receive premiums
over the market price of their common stock.

      PREFERRED STOCK. Our board of directors can at any time, under our
restated certificate of incorporation, as amended, and without stockholder
approval, issue one or more new series of preferred stock. In some cases, the
issuance of preferred stock without stockholder approval could discourage or
make more difficult attempts to take control of our company through a merger,
tender offer, proxy contest or otherwise. Preferred stock with special voting
rights or other features issued to persons favoring our management could stop a
takeover by preventing the person trying to take control of our company from
acquiring enough voting shares necessary to take control.

                                       37
<PAGE>

      NOMINATION PROCEDURES. In addition to our board of directors,
stockholders can nominate candidates for our board of directors. However, a
stockholder must follow the advance notice procedures described in Section 16
of our bylaws. In general, a stockholder must submit a written notice of the
nomination to our corporate secretary at least 30 but not more than 60 days
before a scheduled meeting of our stockholders.

      PROPOSAL PROCEDURES. Stockholders can propose that business other than
nominations to our board of directors be considered at an annual meeting of
stockholders only if a stockholder follows the advance notice procedures
described in our bylaws. In general, a stockholder must submit a written notice
of the proposal and the stockholder's interest in the proposal to our corporate
secretary at least 90 but not more than 120 days before the date set for the
annual meeting of our stockholders.

      AMENDMENT OF BYLAWS. Under our bylaws, our board of directors can adopt,
amend or repeal the bylaws, subject to limitations under the Delaware General
Corporation Law. Our stockholders also have the power to change or repeal our
bylaws.

RIGHTS AGREEMENT

      Each share of our common stock, including those that may be issued upon
the conversion or exercise of other securities offered under this prospectus,
carries with it one preferred share purchase right, referred to in this
prospectus as a "Right." If the Rights become exercisable, each Right entitles
the registered holder to purchase one one-thousandth of a share of the series C
preferred stock, subject to a proportionate decrease in the fractional number
of shares of series C preferred stock that may be purchased if a stock split,
stock dividend or similar transaction occurs with respect to the common stock
and a proportionate increase in the event of a reverse stock split. Until a
Right is exercised, the holder of the Right has no right to vote or receive
dividends or any other rights as a stockholder as a result of holding the
Right. The description and terms of the Rights are described in the Rights
Agreement, dated as of October 21, 1998, between us and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, that has been filed with the SEC as an
exhibit to the registration statement.

      The Rights trade automatically with shares of common stock. A holder of
common stock may exercise the Rights only under the circumstances described
below. The Rights will generally cause substantial dilution to a person or
group that attempts to acquire us on terms not approved by our board of
directors. The Rights should not interfere with any merger or other business
combination that our board of directors approves since we may redeem the Rights
before a person or group acquires 15% or more of the outstanding shares of our
common stock. The Rights may, but are not intended to, deter takeover proposals
that may be in the interests of our stockholders.

      Shares of series C preferred stock will rank junior to all other series
of our preferred stock, including the preferred stock offered under this
prospectus, if our board, in creating such preferred stock, provides that they
will rank senior to our series C preferred stock. If our stockholders purchase
series C preferred stock, we cannot repurchase that stock from stockholders who
do not want to resell it. Subject to the rights of our senior securities, a
holder of the series C preferred stock will be entitled, for each share owned,
to:

    .  a quarterly dividend payment equal to the greater of

      .  $10.00 per share, or
      .  1,000 times the aggregate of all dividends declared per share of
         common stock,

       before any amounts are distributed to holders of common stock or any
       other capital stock ranking junior to the series C preferred stock
       either as to dividends or upon our

                                       38
<PAGE>

       liquidation, dissolution or winding up of our business, so that if
       the dividend is not paid on the series C preferred stock in one or
       more quarters, no dividend may be paid on common stock or such other
       junior capital stock until all previously unpaid dividends on series
       C preferred stock have been paid;

    .  a liquidation payment equal to the greater of

      .  $1,000 per share plus all accrued and unpaid dividends, or
      .  1,000 times the payment made per share of common stock, if we
         liquidate our company,

       before any amounts are distributed to holders of common stock or any
       other capital stock ranking junior to the series C preferred stock
       either as to dividends or upon our liquidation, dissolution or
       winding up of our business;

    .  receive 1,000 times the amount received per share of common stock in
       the event of any merger, consolidation, statutory share exchange or
       other similar transaction; and

    .  1,000 votes per share and will vote together with the common stock
       unless applicable law requires otherwise.

These rights of the series C preferred stock are protected by customary
antidilution provisions which automatically increase dividend, liquidation,
merger and voting rights in proportion to increases in common stock resulting
from stock dividends, stock splits and similar transactions. These rights are
proportionately decreased in the event of decreases in common stock resulting
from reverse stock splits and similar transactions.

      The purchase price for each one one-thousandth of a share of series C
preferred stock is $160. We must adjust the purchase price if certain events
occur, such as:

    .  if we pay stock dividends on the series C preferred stock or split
       the series C preferred stock;

    .  if we declare a reverse stock split on the series C preferred stock;
       or

    .  if we issue any shares of capital stock in a reclassification of the
       series C preferred stock to holders of series C preferred stock.

We are not required to adjust the purchase price, however, until cumulative
adjustments equal or exceed 1% of the purchase price.

      Holders may exercise their Rights only following a distribution date. A
distribution date will occur on the earlier of:

    .  10 days after a public announcement that a person or group acquired
       15% or more of the outstanding shares of common stock; or

    .  10 business days after a person or group makes or announces an offer
       to purchase common stock, which, if successful, would result in the
       acquisition of 15% or more of the outstanding shares of common stock.

      The Rights have additional features that will be triggered upon the
occurrence of specified events, including:

    .  if a person or group acquires 15% or more of the outstanding shares
       of common stock, holders of the Rights, other than such person or
       group whose Rights will have become void, may purchase our common
       stock, instead of our series C preferred stock, at 50% of the market
       value of the purchased common stock;

                                      39
<PAGE>

    .  if a person or group acquires 15% or more of the outstanding shares
       of common stock, our board of directors may, at any time before the
       person or group acquires 50% or more of the outstanding shares of
       common stock, exchange all or part of the Rights, other than Rights
       held or previously held by the 15% or greater stockholder, for common
       stock or equivalent securities at an exchange ratio per Right equal
       to the exercise price of a Right divided by the current per share
       market price of the common stock, subject to adjustment; and

    .  if our company is involved in certain business combinations or the
       sale of 50% or more of our assets or earning power after a person or
       group acquires 15% or more of our outstanding common stock, the
       holders of the Rights, other than such person or group whose Rights
       will have become void, may purchase common stock of the acquiror or
       an affiliated company at 50% of market value.

      Any time before a person or group acquires 15% or more of the outstanding
shares of common stock, our board of directors may redeem all of the Rights at
a price of $.01 per Right, subject to adjustment for stock dividends, stock
splits and similar transactions. Our board of directors in its sole discretion
may establish the effective time, basis and conditions of the redemption.
Immediately upon redemption of the Rights, the holder can no longer exercise
the Rights and can only receive the redemption price described above.

      The Rights will expire on November 23, 2008, unless we redeem or exchange
them before then or extend the expiration date. Our board of directors may
amend the terms of the Rights without the consent of the holders of the Rights
at any time before the distribution date in any manner our board deems
desirable, including reducing certain thresholds described above to the greater
of:

    .  the sum of .001% and the largest percentage of outstanding common
       stock that we know a person or group owns; or

    .  10%.

Our board of directors may amend the terms of the Rights without the consent of
the holders of the Rights after the distribution date only if the amendment
does not adversely affect the interests of the holders of the Rights.

                       DESCRIPTION OF SECURITIES WARRANTS

      This section describes the general terms and provisions of the securities
warrants. The prospectus supplement will describe the specific terms of the
securities warrants offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those securities
warrants.

      We may issue warrants for the purchase of debt securities, preferred
stock, depositary shares or common stock. Securities warrants may be issued
alone or together with debt securities, preferred stock or depositary shares
offered by any prospectus supplement and may be attached to or separate from
those securities. Each series of securities warrants will be issued under a
separate securities warrant agreement between us and a bank or trust company,
as securities warrant agent, which will be described in the applicable
prospectus supplement. The securities warrant agent will act solely as our
agent in connection with the securities warrants and will not act as an agent
or trustee for any holders of securities warrants.

                                       40
<PAGE>

      We have summarized the material terms and provisions of the securities
warrant agreements and securities warrants in this section. We have also filed
the forms of securities warrant agreements and the certificates representing
the securities warrants as exhibits to the registration statement. You should
read the applicable forms of securities warrant agreement and securities
warrant certificate for additional information before you buy any securities
warrants.

GENERAL

      If we offer securities warrants, the applicable prospectus supplement
will describe their terms. If securities warrants for the purchase of debt
securities are offered, the applicable prospectus supplement will describe the
terms of those securities warrants, including the following if applicable:

    .  the offering price;

    .  the currencies in which the securities warrants are being offered;

    .  the designation, aggregate principal amount, currencies,
       denominations and terms of the series of the debt securities that can
       be purchased if a holder exercises the securities warrants;

    .  the designation and terms of any series of debt securities, preferred
       stock or depositary shares with which the securities warrants are
       being offered and the number of securities warrants offered with each
       debt security, share of preferred stock or depositary share;

    .  the date on and after which the holder of the securities warrants can
       transfer them separately from the related series of debt securities,
       preferred stock or depositary shares;

    .  the principal amount of the series of debt securities that can be
       purchased if a holder exercises the securities warrant and the price
       at which and currencies in which the principal amount may be
       purchased upon exercise;

    .  the date on which the right to exercise the securities warrants
       begins and the date on which the right expires;

    .  whether the securities warrants will be in registered or bearer form;

    .  United States federal income tax consequences; and

    .  any other terms of the securities warrants.

Unless we state otherwise in the applicable prospectus supplement, the
securities warrants for the purchase of debt securities will be in registered
form only.

      If securities warrants for the purchase of preferred stock, depositary
shares or common stock are offered, the applicable prospectus supplement will
describe the terms of those securities warrants, including the following where
applicable:

    .  the offering price;

    .  the total number of shares that can be purchased if a holder of the
       securities warrants exercises them and, in the case of securities
       warrants for preferred stock or depositary shares, the designation,
       total number and terms of the series of preferred stock that can be
       purchased upon exercise or that are underlying the depositary shares
       that can be purchased upon exercise;

    .  the designation and terms of the series of debt securities, preferred
       stock or depositary shares with which the securities warrants are
       being offered and the number of securities warrants being offered
       with each debt security, share of preferred stock or depositary
       share;

                                       41
<PAGE>

    .  the date on and after which the holder of the securities warrants can
       transfer them separately from the related series of debt securities,
       preferred stock or depositary shares;

    .  the number of shares of preferred stock, depositary shares or shares
       of common stock that can be purchased if a holder exercises the
       securities warrant and the price at which the preferred stock,
       depositary shares or common stock may be purchased upon each
       exercise;

    .  the date on which the right to exercise the securities warrants
       begins and the date on which the right expires;

    .  United States federal income tax consequences; and

    .  any other terms of the securities warrants.

Securities warrants for the purchase of preferred stock, depositary shares or
common stock will be in registered form only.

      A holder of securities warrant certificates may exchange them for new
certificates of different denominations, present them for registration of
transfer, and exercise them at the corporate trust office of the securities
warrant agent or any other office indicated in the applicable prospectus
supplement.

      Until any securities warrants to purchase debt securities are exercised,
the holder of such securities warrants will not have any of the rights of
holders of the debt securities that can be purchased upon exercise, including
any right to receive payments of principal, premium or interest on the
underlying debt securities or to enforce covenants in the applicable indenture.
Until any securities warrants to purchase preferred stock, depositary shares or
common stock are exercised, holders of such securities warrants will not have
any rights of holders of the underlying preferred stock, depositary shares or
common stock, including any right to receive dividends or to exercise any
voting rights.

EXERCISE OF SECURITIES WARRANTS

      Each holder of a securities warrant is entitled to purchase the principal
amount of debt securities or number of shares of preferred stock, depositary
shares or shares of common stock, as the case may be, at the exercise price
described in the applicable prospectus supplement. After the close of business
on the day when the right to exercise terminates, or a later date if we extend
the time for exercise, unexercised securities warrants will become void.

      A holder of securities warrants may exercise them by following the
general procedure outlined below:

    .  delivering to the securities warrant agent the payment required by
       the applicable prospectus supplement to purchase the underlying
       security;

    .  properly completing and signing the reverse side of the securities
       warrant certificate representing the securities warrants; and

    .  delivering the securities warrant certificate representing the
       securities warrants to the securities warrant agent, or other office
       indicated in the applicable prospectus supplement, within five
       business days of the securities warrant agent receiving payment of
       the exercise price.

                                       42
<PAGE>

      If you comply with the procedures described above, your securities
warrants will be considered to have been exercised when the securities warrant
agent receives payment of the exercise price. After you have completed those
procedures, we will, as soon as practicable, issue and deliver to you the debt
securities, preferred stock, depositary shares or common stock that you
purchased upon exercise. If you exercise fewer than all of the securities
warrants represented by a securities warrant certificate, the securities
warrant agent will issue to you a new securities warrant certificate for the
unexercised amount of securities warrants. Holders of securities warrants will
be required to pay any tax or governmental charge that may be imposed in
connection with transferring the underlying securities in connection with the
exercise of the securities warrants.

AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS

      We may amend or supplement a securities warrant agreement without the
consent of the holders of the applicable securities warrants if the changes are
not inconsistent with the provisions of the securities warrants and do not
materially adversely affect the interests of the holders of the securities
warrants. We, along with the securities warrant agent, may also modify or amend
a securities warrant agreement and the terms of the securities warrants if a
majority of the then- outstanding unexercised securities warrants affected by
the modification or amendment consent. However, no modification or amendment
that accelerates the expiration date, increases the exercise price, reduces the
majority consent requirement for any such modification or amendment, or
otherwise materially adversely affects the rights of the holders of the
securities warrants may be made without the consent of each holder affected by
the modification or amendment.

COMMON STOCK WARRANT ADJUSTMENTS

      Unless the applicable prospectus supplement states otherwise, the
exercise price of, and the number of shares of common stock covered by, a
warrant for common stock will be adjusted in the manner set forth in the
applicable prospectus supplement if certain events occur, including:

    .  if we issue capital stock as a dividend or distribution on the common
       stock;

    .  if we subdivide, reclassify or combine the common stock;

    .  if we issue rights or warrants to all holders of common stock
       entitling them, for a period expiring 45 days after the date fixed
       for determining the stockholders entitled to receive such rights or
       warrants, to purchase common stock at less than the current market
       price, as defined in the warrant agreement for such series of common
       stock warrants; or

    .  if we distribute to all holders of common stock evidences of our
       indebtedness or our assets, excluding certain cash dividends and
       distributions, or if we distribute to all holders of common stock
       rights or warrants, excluding those referred to in the bullet point
       above.

      Except as stated above, the exercise price and number of shares of common
stock covered by a common stock warrant will not be adjusted if we issue common
stock or any securities convertible into or exchangeable for common stock, or
securities carrying the right to purchase common stock or securities
convertible into or exchangeable for common stock.

      Holders of common stock warrants may have additional rights under the
following circumstances:

    .  a reclassification or change of the common stock;

                                       43
<PAGE>

    .  a consolidation or merger involving our company; or

    .  a sale or conveyance to another corporation of all or substantially
       all of our property and assets.

If one of the above transactions occurs and holders of our common stock are
entitled to receive stock, securities, other property or assets, including
cash, with respect to or in exchange for common stock, the holders of the
common stock warrants then outstanding will be entitled to receive upon
exercise of their common stock warrants the kind and amount of shares of stock
and other securities or property that they would have received upon the
reclassification, change, consolidation, merger, sale or conveyance if they had
exercised their common stock warrants immediately before the transaction.

                              PLAN OF DISTRIBUTION

      We may sell the securities offered under this prospectus through agents,
through underwriters or dealers or directly to one or more purchasers. We may
also offer the securities in exchange for our outstanding indebtedness.

      Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933 and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.

      The distribution of the securities offered under this prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.

      We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe in the
applicable prospectus supplement how any auction will be conducted to determine
the price or any other terms of the securities, how potential investors may
participate in the auction and, where applicable, the nature of the
underwriters' obligations with respect to the auction.

      If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will set
forth the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.

      If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by institutions to purchase offered
securities from us under contracts that provide for payment and delivery on a
future date. We must approve all institutions, but they may include, among
others:

    .  commercial and savings banks;

    .  insurance companies;

    .  pension funds;

                                       44
<PAGE>

    .  investment companies; and

    .  educational and charitable institutions.

The institutional purchaser's obligations under the contract are only subject
to the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and our
agents will not be responsible for the validity or performance of the
contracts.

      One or more of our indirectly, wholly-owned subsidiaries, Wells Fargo
Brokerage Services, LLC, Wells Fargo Investments, LLC or Wells Fargo
Institutional Services, LLC, may help place some of the securities offered
under this prospectus. If this occurs, the placement will comply with Rule 2720
of the Conduct Rules of the National Association of Securities Dealers, Inc.
and will be made under an agreement between us and the applicable subsidiary.
This agreement will authorize such subsidiary to contact its existing
customers, which are financial institutions and sophisticated investors, to
inform them that the securities offered by this prospectus can be purchased
from us. Such subsidiary will forward any orders for such securities to us for
acceptance. We will pay such subsidiary a commission at the same rate as the
commissions we pay to the other agents that are offering securities under the
same prospectus supplement.

      We may have agreements with the underwriters, dealers and agents,
including WFBS, to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make as a result
of those certain civil liabilities.

      If we offer bearer debt securities under this prospectus, each
underwriter, dealer and agent that participates in the distribution of any
original issuance of bearer debt securities will agree not to offer, sell or
deliver bearer debt securities to a United States citizen or to any person
within the United States, unless federal law permits otherwise.

      When we issue the securities offered by this prospectus, except for
shares of common stock, they may be new securities without an established
trading market. If we sell a security offered by this prospectus to an
underwriter for public offering and sale, the underwriter may make a market for
that security, but the underwriter will not be obligated to do so and could
discontinue any market making without notice at any time. Therefore, we cannot
give any assurances to you concerning the liquidity of any security offered by
this prospectus.

      Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

                                 LEGAL OPINIONS

      Laurel A. Holschuh, who is our Senior Vice President and Assistant
General Counsel, or another of our lawyers, will issue an opinion about the
legality of the securities offered by this prospectus. Ms. Holschuh owns, or
has the right to acquire, a number of shares of our common stock which
represents less than 0.1% of the total outstanding common stock. Certain legal
matters will be passed upon for any underwriters or agents by Gibson, Dunn &
Crutcher LLP, San Francisco, California. Gibson, Dunn & Crutcher LLP represents
us and certain of our subsidiaries in other legal matters. Our counsel may rely
on Gibson, Dunn & Crutcher LLP as to matters of New York law.

                                       45
<PAGE>

                                    EXPERTS

      The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2000 have been incorporated by
reference in this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on our consolidated financial
statements issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in this prospectus in reliance upon their report and said authority.

                                       46
<PAGE>

PROSPECTUS

                             WELLS FARGO & COMPANY

                      Junior Subordinated Debt Securities

                             420 Montgomery Street
                        San Francisco, California 94163
                                 (800) 411-4932

                               ----------------

                             WELLS FARGO CAPITAL IV
                             WELLS FARGO CAPITAL V
                             WELLS FARGO CAPITAL VI
                            WELLS FARGO CAPITAL VII

                           Trust Preferred Securities
                           Fully and Unconditionally
                      Guaranteed by Wells Fargo & Company

                               Wells Fargo Center
                                 MAC #N9305-173
                        Sixth Street & Marquette Avenue
                          Minneapolis, Minnesota 55479
                                 (612) 667-2085

                               ----------------

      We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

      These securities are our unsecured obligations and are not savings
accounts, deposits or other obligations of any bank or nonbank subsidiary of
Wells Fargo & Company. These securities are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any other governmental
agency.

                     This prospectus is dated      , 2001.
<PAGE>

                             ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that Wells Fargo &
Company and Wells Fargo Capital IV, Wells Fargo Capital V, Wells Fargo Capital
VI and Wells Fargo Capital VII, or the trusts, filed with the Securities and
Exchange Commission using a "shelf" registration process. Under this shelf
process, we may sell, either separately or in units, debt securities, preferred
stock, depositary shares and securities warrants. We may also issue common
stock upon conversion, exchange or exercise of any of the securities mentioned
above. The trusts may sell trust preferred securities representing undivided
beneficial interests in the trusts to the public and common securities to us in
one or more offerings.

      This prospectus provides you with a general description of some of the
securities. Each time we or a trust sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. Such prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."

      The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
us and the trusts and the securities offered under this prospectus. That
registration statement can be read at the Securities and Exchange Commission,
or SEC, web site or at the SEC offices mentioned under the heading "Where You
Can Find More Information."

                      WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the offices of the New York
Stock Exchange and Chicago Stock Exchange. For further information on obtaining
copies of our public filings at the New York Stock Exchange, you should call
(212) 656-5060, and for further information on obtaining copies of our public
filings at the Chicago Stock Exchange, you should call (312) 663-2423.

      We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference, and
information that we file subsequently with the SEC will automatically update
this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information incorporated
by reference into this prospectus, you should rely on the information contained
in the document that was filed later. We incorporate by reference the documents
listed below and any

                                       1
<PAGE>

filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 after the initial filing of the registration
statement that contains this prospectus and prior to the time that we sell all
the securities offered by this prospectus:

    .  Annual Report on Form 10-K for the year ended December 31, 2000,
       including information specifically incorporated by reference into our
       Form 10-K from our 2000 Annual Report to Stockholders and our
       definitive Proxy Statement for our 2001 Annual Meeting of
       Stockholders;

    .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001
       and June 30, 2001;

    .  Current Reports on Form 8-K filed January 16, 2001, March 1, 2001,
       April 17, 2001, June 7, 2001, and July 17, 2001;

    .  the description of Wells Fargo's preferred share purchase rights
       contained in the Registration Statement on Form 8-A dated October 21,
       1998; and

    .  the description of Wells Fargo's common stock contained in the
       Current Report on Form 8-K filed October 14, 1997.

      You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:

                      Laurel A. Holschuh
                      Corporate Secretary
                      Wells Fargo & Company
                      Wells Fargo Center
                      MAC #N9305-173
                      Sixth and Marquette
                      Minneapolis, Minnesota 55479
                      Phone: (612) 667-8655

      You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we nor the trusts, nor any underwriters or agents, have authorized anyone else
to provide you with different information. Wells Fargo and the trusts may only
use this prospectus to sell securities if it is accompanied by a prospectus
supplement. Wells Fargo and the trusts are only offering these securities in
states where the offer is permitted. You should not assume that the information
in this prospectus or the applicable prospectus supplement is accurate as of
any date other than the dates on the front of those documents.

                             WELLS FARGO & COMPANY

      Wells Fargo & Company is a diversified financial services company
organized under the laws of the State of Delaware and registered as a financial
holding company and a bank holding company under the Bank Holding Company Act
of 1956, as amended. As a diversified financial services organization, we own
subsidiaries engaged in banking and a variety of related businesses. Our
subsidiaries provide banking, mortgage and consumer finance services through
the Internet and other distribution channels throughout North America,
including all 50 states, and elsewhere internationally.

                                       2
<PAGE>

      We are a separate and distinct legal entity from our banking and other
subsidiaries. Our principal source of funds to pay dividends on our common and
preferred stock and debt service on our debt is dividends from our
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.

      When we refer to "Wells Fargo," "we," "our" and "us" in this prospectus
under the headings "Wells Fargo & Company" and "Ratios of Earnings to Fixed
Charges and to Fixed Charges and Preferred Stock Dividends," we mean Wells
Fargo & Company and its subsidiaries unless the context indicates otherwise.
When such terms are used elsewhere in this prospectus, we refer only to Wells
Fargo & Company unless the context indicates otherwise.

                                   THE TRUSTS

      Each trust is a statutory business trust formed under Delaware law
pursuant to a declaration of trust and trust agreement, signed by Wells Fargo,
as depositor of the trust, and the property trustee, the Delaware trustee and
the administrative trustees, each as defined below, and the filing of a
certificate of trust with the Delaware Secretary of State. The declaration of
trust and trust agreement of the applicable trust will be amended and restated
in its entirety before the issuance of trust preferred securities by such
trust. We will refer to such declaration of trust and trust agreement, as so
amended and restated, as the "trust agreement." Each trust agreement will be
qualified as an indenture under the Trust Indenture Act of 1939.

      Each trust exists for the exclusive purposes of:

    .  issuing the trust preferred securities and common securities, or the
       trust securities, representing undivided beneficial interests in the
       assets of such trust;

    .  investing the gross proceeds of the trust preferred securities and
       the common securities in junior subordinated debt securities; and

    .  engaging in only those activities necessary or incidental thereto.

      All of the common securities of the trusts will be directly or indirectly
owned by us. The common securities of a trust rank equally with the trust
preferred securities of such trust and a trust will make payment on its trust
securities pro rata, except that upon certain events of default under the
applicable trust agreement relating to payment defaults on the corresponding
junior subordinated debt securities, the rights of the holders of the common
securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the trust preferred securities. We will acquire common securities of
a trust in an aggregate liquidation amount equal to at least three percent of
the total capital of such trust.

      Each trust's business and affairs will be conducted by its trustees, each
appointed by Wells Fargo as holder of the common securities. The trustees will
be Wilmington Trust Company, as the Delaware trustee, two individual trustees,
who are referred to as the administrative trustees and who are employees or
officers of or affiliated with Wells Fargo, and a property trustee, who will be
named in the applicable prospectus supplement. The property trustee will act as
sole trustee under each trust agreement for purposes of compliance with the
Trust Indenture Act and will also act as trustee under the guarantees. See
"Description of Guarantees."


                                       3
<PAGE>

      Unless an event of default under the junior subordinated indenture has
occurred and is continuing, the holders of the common securities will be
entitled to appoint, remove or replace the property trustee and/or the Delaware
trustee. The holders of a majority in liquidation amount of trust preferred
securities of such trust, will be entitled to appoint remove or replace the
property trustee and/or the Delaware trustee for cause or if an event of
default under the junior subordinated indenture has occurred and is continuing.
The right to vote to appoint, remove or replace the administrative trustees is
vested exclusively in the holders of the common securities, and in no event
will the holders of trust preferred securities have such right.

      No separate financial statements of the trusts are included in this
prospectus. Wells Fargo and the trusts do not consider that such financial
statements would be material to holders of trust preferred securities because
the trusts are special purpose entities, have no operating histories or
independent operations and are not engaged in and do not propose to engage in
any activity other than holding as trust assets the corresponding junior
subordinated debt securities of Wells Fargo and issuing the trust securities.
Furthermore, taken together, Wells Fargo's obligations under each series of
corresponding junior subordinated debt securities, the junior subordinated
indenture pursuant to which the corresponding junior subordinated debt
securities will be issued, the related trust agreement and the related
guarantee provide, in the aggregate, a full, irrevocable and unconditional
guarantee of payments of distributions and other amounts due on the related
trust preferred securities of each trust. For a more detailed discussion see
"Description of Trust Preferred Securities," "Description of Junior
Subordinated Debt Securities--Correspondence Between Junior Subordinated Debt
Securities and Trust Preferred Securities" and "Description of Guarantees." In
addition, we do not expect that the trusts will be filing reports with the SEC
under the Securities Exchange Act of 1934.

      Unless otherwise specified in the applicable prospectus supplement, each
trust has a term of approximately 50 years, but may be terminated earlier as
provided in the applicable trust agreement.

      Wells Fargo will pay all fees and expenses related to the trusts and the
offering of trust securities.

      The principal executive office of each trust is c/o Wells Fargo &
Company, Wells Fargo Center, MAC #N9305-173, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, telephone number (612) 667-2085.

                                       4
<PAGE>

                            REASON FOR THE OFFERING

      On October 21, 1996, the Board of Governors of the Federal Reserve
System, or the Federal Reserve, announced that it had approved the use of
certain cumulative preferred stock instruments, such as the trust preferred
securities, as Tier 1 capital for purposes of the Federal Reserve's capital
guidelines for bank holding companies. Because Wells Fargo intends to treat the
trust preferred securities as Tier 1 capital and, under current United States
federal tax law, will receive a tax deduction for interest in respect of the
corresponding junior subordinated debt securities, the issuance of the trust
preferred securities is a cost-effective method of raising capital on an after-
tax basis.

                                USE OF PROCEEDS

      Each trust will use the proceeds from the sale of its trust preferred
securities and its common securities to acquire junior subordinated debt
securities from Wells Fargo. Unless the applicable prospectus supplement states
otherwise, the net proceeds from the sale of the junior subordinated debt
securities will be added to our general funds and will be available for general
corporate purposes, including:

    .  investments in or advances to our existing or future subsidiaries;

    .  repayment of obligations that have matured; and

    .  reducing our outstanding commercial paper and other debt.

Until the net proceeds have been used, they will be invested in short-term
marketable securities.

                                       5
<PAGE>

            RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
                                                                        SIX
                                                                      MONTHS
                                               FISCAL YEAR ENDED       ENDED
                                                 DECEMBER 31,        JUNE 30,
                                           ------------------------- ---------
                                           1996  1997 1998 1999 2000 2000 2001
                                           ----- ---- ---- ---- ---- ---- ----
<S>                                        <C>   <C>  <C>  <C>  <C>  <C>  <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits............ 2.97x 3.02 2.51 3.29 2.67 2.83 1.95
Including interest on deposits............ 1.76x 1.79 1.62 2.07 1.82 1.90 1.44
Ratio of Earnings to Fixed Charges and
 Preferred Stock Dividends:
Excluding interest on deposits............ 2.77x 2.93 2.45 3.22 2.65 2.80 1.93
Including interest on deposits............ 1.72x 1.77 1.60 2.05 1.81 1.90 1.44
</TABLE>

    .  The ratio of earnings to fixed charges is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
           --------------------------------------------------------
                                (fixed charges)

    .  The ratio of earnings to fixed charges and preferred stock dividends
       is calculated as follows:

    (income before income taxes) + (fixed charges) - (capitalized interest)
     -------------------------------------------------------------
(fixed charges) + (pretax earnings required to cover preferred stock dividends)

    .  Pretax earnings required to cover preferred stock dividends are
       calculated as follows:

                           preferred stock dividends
                          ---------------------------
                      1 - (our effective income tax rate)

    .  Fixed charges, excluding interest on deposits, consist of

      .  interest on short-term borrowings and long-term debt,

      .  amortization of debt expense,

      .  capitalized interest, and

      .  one-third of net rental expense, which we believe is
         representative of the interest factor.

    .  Fixed charges, including interest on deposits, consist of all of the
       items listed immediately above plus interest on deposits.

We have included these computations in compliance with SEC regulations.
However, we believe that the fixed charge ratios are not meaningful measures
for our business due to two factors. First, even if our net income did not
change, our ratios would decline if the proportion of our income that is tax-
exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not
change, our ratios would decline if our interest income and interest expense
increased by the same amount due to an increase in the level of interest rates.
Conversely, our ratios would increase if our interest income and interest
expense decreased by the same amount due to a decrease in the level of interest
rates.

                                       6
<PAGE>

               DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES

      This section describes the general terms and provisions of our junior
subordinated debt securities. The applicable prospectus supplement will
describe the specific terms of the junior subordinated debt securities, which
are sometimes referred to in this prospectus as debt securities, offered
through that prospectus supplement and any general terms outlined in this
section that will not apply to those debt securities. The junior subordinated
debt securities will be issued under a junior subordinated indenture, which is
sometimes referred to in this prospectus as an indenture, between us and the
junior subordinated trustee named in the applicable prospectus supplement.

      We have summarized the material terms and provisions of the junior
subordinated indenture in this section. We have also filed the form of the
junior subordinated indenture as an exhibit to the registration statement. You
should read the junior subordinated indenture for additional information before
you purchase any trust preferred securities. The summary that follows includes
references to section numbers of the junior subordinated indenture so that you
can more easily locate these provisions.

GENERAL

      The junior subordinated debt securities will be our direct unsecured
obligations. The junior subordinated indenture does not limit the principal
amount of junior subordinated debt securities that we may issue. The junior
subordinated indenture permits us to issue junior subordinated debt securities
from time to time and junior subordinated debt securities issued under such
indenture will be issued as part of a series that has been established by us
under such indenture. (Section 301)

      The junior subordinated debt securities will be unsecured and will rank
equally with all of our other junior subordinated debt and, together with such
other junior subordinated debt, will be subordinated to all of our existing and
future Senior Debt. See "--Subordination" below.

      The junior subordinated debt securities are our unsecured junior
subordinated debt securities, but our assets consist primarily of equity in our
subsidiaries. As a result, our ability to make payments on our junior
subordinated debt securities depends on our receipt of dividends, loan payments
and other funds from our subsidiaries. In addition, if any of our subsidiaries
becomes insolvent, the direct creditors of that subsidiary will have a prior
claim on its assets. Our rights and the rights of our creditors will be subject
to that prior claim, unless we are also a direct creditor of that subsidiary.
This subordination of creditors of a parent company to prior claims of
creditors of its subsidiaries is commonly referred to as structural
subordination.

      A prospectus supplement relating to a series of junior subordinated debt
securities being offered will include specific terms relating to the offering.
(Section 301) These terms will include some or all of the following:

    .  the title and type of the debt securities;

    .  any limit on the total principal amount of the debt securities of
       that series;

    .  the price at which the debt securities will be issued;

    .  the date or dates on which the principal of and any premium on the
       debt securities will be payable;

                                       7
<PAGE>

    .  the maturity date or dates of the debt securities or the method by
       which those dates can be determined;

    .  if the debt securities will bear interest:

      .  the interest rate on the debt securities or the method by which
         the interest rate may be determined;

      .  the date from which interest will accrue;

      .  the record and interest payment dates for the debt securities;

      .  the first interest payment date; and

      .  any circumstances under which we may defer interest payments;

    .  the place or places where:

      .  we can make payments on the debt securities;

      .  the debt securities can be surrendered for registration of
         transfer or exchange; and

      .  notices and demands can be given to us relating to the debt
         securities and under the indenture;

    .  any optional redemption provisions that would permit us or the
       holders of debt securities to elect redemption of the debt securities
       before their final maturity;

    .  any sinking fund provisions that would obligate us to redeem the debt
       securities before their final maturity;

    .  whether the debt securities will be convertible into shares of common
       stock, shares of preferred stock or depositary shares and, if so, the
       terms and conditions of any such conversion, and, if convertible into
       shares of preferred stock or depositary shares, the terms of such
       preferred stock or depositary shares;

    .  if the debt securities will be issued in bearer form, the terms and
       provisions contained in the bearer securities and in the indenture
       specifically relating to the bearer securities;

    .  the currency or currencies in which the debt securities will be
       denominated and payable, if other than U.S. dollars and, if a
       composite currency, any special provisions relating thereto;

    .  any circumstances under which the debt securities may be paid in a
       currency other than the currency in which the debt securities are
       denominated and any provisions relating thereto;

    .  whether the provisions described below under the heading "--
       Defeasance" apply to the debt securities;

    .  any events of default which will apply to the debt securities in
       addition to those contained in the indenture and any events of
       default contained in the indenture which will not apply to the debt
       securities;

    .  any additions or changes to or deletions of the covenants contained
       in the indenture and the ability, if any, of the holders to waive our
       compliance with those additional or changed covenants;

                                       8
<PAGE>

    .  whether all or part of the debt securities will be issued in whole or
       in part as temporary or permanent global securities and, if so, the
       depositary for those global securities and a description of any book-
       entry procedures relating to the global securities--a "global
       security" is a debt security that we issue in accordance with the
       junior subordinated indenture to represent all or part of a series of
       debt securities;

    .  if we issue temporary global securities, any special provisions
       dealing with the payment of interest and any terms relating to the
       ability to exchange interests in a temporary global security for
       interests in a permanent global security or for definitive debt
       securities;

    .  the identity of the security registrar and paying agent for the debt
       securities if other than the junior subordinated trustee;

    .  any special tax implications of the debt securities;

    .  any special provisions relating to the payment of any additional
       amounts on the debt securities;

    .  the terms of any securities being offered together with or separately
       from the debt securities;

    .  the terms and conditions of any obligation or right of Wells Fargo or
       a holder to convert or exchange the debt securities into trust
       preferred securities; and

    .  any other terms of the debt securities.

      When we use the term "holder" in this prospectus with respect to a
registered debt security, we mean the person in whose name such debt security
is registered in the security register. (Section 101)

ADDITIONAL INTEREST

      If a trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature, other than withholding taxes, imposed
by the United States, or any other taxing authority, then we will be required
to pay additional interest on the related junior subordinated debt securities.
The amount of any additional interest will be an amount sufficient so that the
net amounts received and retained by such trust after paying any such taxes,
duties, assessments or other governmental charges will be not less than the
amounts that such trust would have received had no such taxes, duties,
assessments or other governmental charges been imposed. This means that the
trust will be in the same position it would have been in if it did not have to
pay such taxes, duties, assessments or other charges. (Section 1007)

PAYMENT; EXCHANGE; TRANSFER

      We will designate a place of payment where holders can receive payment of
the principal of and any premium and interest on the junior subordinated debt
securities. Even though we will designate a place of payment, we may elect to
pay any interest on the junior subordinated debt securities by mailing a check
to the person listed as the owner of the junior subordinated debt securities in
the security register or by wire transfer to an account designated by that
person in

                                       9
<PAGE>

writing not less than ten days before the date of the interest payment. Unless
we state otherwise in the applicable prospectus supplement, we will pay
interest on a junior subordinated debt security:

    .  on an interest payment date, to the person in whose name that junior
       subordinated debt security is registered at the close of business on
       the record date relating to that interest payment date; and

    .  on the date of maturity or earlier redemption or repayment, to the
       person who surrenders such debt security at the office of our
       appointed paying agent. (Sections 307, 1002)

      Any money that we pay to a paying agent for the purpose of making
payments on the junior subordinated debt securities and that remains unclaimed
two years after the payments were due will, at our request, be returned to us
and after that time any holder of such debt security can only look to us for
the payments on such debt security. (Section 1003)

      Any junior subordinated debt securities of a series can be exchanged for
other junior subordinated debt securities of that series so long as such other
debt securities are denominated in authorized denominations and have the same
aggregate principal amount and same terms as the junior subordinated debt
securities that were surrendered for exchange. The junior subordinated debt
securities may be presented for registration of transfer, duly endorsed or
accompanied by a satisfactory written instrument of transfer, at the office or
agency maintained by us for that purpose in a place of payment. There will be
no service charge for any registration of transfer or exchange of the junior
subordinated debt securities, but we may require holders to pay any tax or
other governmental charge payable in connection with a transfer or exchange of
the junior subordinated debt securities. (Sections 305, 1002) If the
applicable prospectus supplement refers to any office or agency, in addition
to the security registrar, initially designated by us where holders can
surrender the junior subordinated debt securities for registration of transfer
or exchange, we may at any time rescind the designation of any such office or
agency or approve a change in the location. However, we will be required to
maintain an office or agency in each place of payment for that series.
(Section 1002)

      In the event of any redemption, neither we nor the junior subordinated
trustee will be required to:

    .  issue, register the transfer of, or exchange, junior subordinated
       debt securities of any series during a period beginning at the
       opening of business 15 days before the day of publication or mailing
       of the notice of redemption and ending at the close of business on
       the day of such publication or the mailing of such notice; or

    .  transfer or exchange any junior subordinated debt securities so
       selected for redemption, except, in the case of any junior
       subordinated debt securities being redeemed in part, any portion
       thereof not to be redeemed. (Section 305)

DENOMINATIONS

      Unless we state otherwise in the applicable prospectus supplement, the
junior subordinated debt securities will be issued only in registered form,
without coupons, in denominations of $1,000 each or multiples of $1,000.

BEARER DEBT SECURITIES

      If we ever issue bearer debt securities, the applicable prospectus
supplement will describe all of the special terms and provisions of junior
subordinated debt securities in bearer form, and the

                                      10
<PAGE>

extent to which those special terms and provisions are different from the terms
and provisions which are described in this prospectus, which generally apply to
junior subordinated debt securities in registered form, and will summarize
provisions of the junior subordinated indenture that relate specifically to
bearer debt securities.

ORIGINAL ISSUE DISCOUNT

      Junior subordinated debt securities may be issued under the junior
subordinated indenture as original issue discount securities and sold at a
substantial discount below their stated principal amount. If a junior
subordinated debt security is an original issue discount security, that means
that an amount less than the principal amount of such debt security will be due
and payable upon a declaration of acceleration of the maturity of such debt
security under the junior subordinated indenture. (Section 101) The applicable
prospectus supplement will describe the federal income tax consequences and
other special factors you should consider before purchasing any original issue
discount securities.

OPTION TO DEFER INTEREST PAYMENTS

      If provided in the applicable prospectus supplement, we will have the
right from time to time to defer payment of interest on a series of junior
subordinated debt securities for up to such number of consecutive interest
payment periods as may be specified in the applicable prospectus supplement,
subject to the terms, conditions and covenants, if any, specified in such
prospectus supplement. Such deferral, however, may not extend beyond the stated
maturity of such junior subordinated debt securities. (Section 313) Certain
United States federal income tax consequences and special considerations
applicable to any such debt securities will be described in the applicable
prospectus supplement.

REDEMPTION

      Unless otherwise specified in the applicable prospectus supplement, the
junior subordinated debt securities will not be subject to any sinking fund and
will not be redeemable at the option of the holder.

      Unless otherwise specified in the applicable prospectus supplement, we
may, at our option and subject to receipt of prior approval by the Federal
Reserve, if required, redeem the junior subordinated debt securities of any
series in whole at any time or in part from time to time. If the junior
subordinated debt securities of any series are redeemable only on or after a
specified date or upon the satisfaction of additional conditions, the
applicable prospectus supplement will specify such date or describe such
conditions. Except as otherwise specified in the applicable prospectus
supplement, the redemption price for any junior subordinated debt security so
redeemed will equal 100% of the principal amount of such junior subordinated
debt security plus accrued and unpaid interest to the redemption date.

      Except as otherwise specified in the applicable prospectus supplement, we
may, at our option and subject to receipt of prior approval by the Federal
Reserve, if required, redeem a series of junior subordinated debt securities in
whole, but not in part, at any time within 90 days after the occurrence of a
tax event, investment company event or capital treatment event, each as defined
below, at a redemption price equal to 100% of the principal amount of such
junior subordinated debt securities then outstanding plus accrued and unpaid
interest to the redemption date. (Section 1107)

      "Tax event" means the receipt by a trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment
to, or change in, including any announced

                                       11
<PAGE>

proposed change in, the laws or regulations of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of trust preferred securities by such trust, there is more
than an insubstantial risk that:

    .  such trust is, or will be within 90 days of the date of such opinion,
       subject to United States federal income tax with respect to income
       received or accrued on the corresponding series of junior
       subordinated debt securities;

    .  interest payable by Wells Fargo on such series of corresponding
       junior subordinated debt securities is not, or within 90 days of the
       date of such opinion, will not be, deductible by Wells Fargo, in
       whole or in part, for United States federal income tax purposes; or

    .  such trust is, or will be within 90 days of the date of such opinion,
       subject to more than a de minimis amount of other taxes, duties or
       other governmental charges. (Section 101)

      "Investment company event" means the receipt by a trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a written change, including any
announced prospective change, in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that such trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date
of the issuance of the trust preferred securities. (Section 101)

      "Capital treatment event" means our reasonable determination that, as a
result of any amendment to, or change in, including any announced proposed
change in, the laws or regulations of the United States or any political
subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement, action or decision is announced on or
after the date of issuance of trust preferred securities by such trust, there
is more than an insubstantial risk that Wells Fargo will not be entitled to
treat an amount equal to the liquidation amount of such trust preferred
securities as Tier I capital, or the then-equivalent thereof, for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to Wells Fargo. (Section 101)

      Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of junior subordinated
debt securities to be redeemed at its registered address. However, if the debt
securities are held by a trust, notice shall be mailed at least 45 days but not
more than 75 days before the redemption date. Unless we default in payment of
the redemption price, on and after the redemption date, interest will cease to
accrue on such junior subordinated debt securities or portions thereof called
for redemption.

                                       12
<PAGE>

RESTRICTIONS ON CERTAIN PAYMENTS

      Unless otherwise specified in the applicable prospectus supplement, if
junior subordinated debt securities are issued to a trust or the trustee of a
trust in connection with the issuance of trust securities by such trust and:

    .  there shall have occurred and be continuing an event of default with
       respect to the corresponding junior subordinated debt securities of
       which we have actual knowledge and which we have not taken reasonable
       steps to cure;

    .  the corresponding junior subordinated debt securities are held by
       such trust and we shall be in default relating to our payment of any
       obligations under the corresponding guarantee; or

    .  we shall have given notice of our election to defer payments of
       interest on the corresponding junior subordinated debt securities by
       extending the interest payment period and such period, or any
       extension of such period, shall be continuing;

then:

    .  we shall not declare or pay any dividends or distributions on, or
       redeem, purchase, acquire or make a liquidation payment with respect
       to, any shares of our capital stock; and

    .  we shall not make any payment of principal of or interest or premium,
       if any, on or repay, repurchase or redeem any debt securities issued
       by us that rank equally with or junior to the junior subordinated
       debt securities.

      The restrictions listed above do not apply to:

    .  any repurchase, redemption or other acquisition of shares of our
       capital stock in connection with (1) any employment contract, benefit
       plan or other similar arrangement with or for the benefit of any one
       or more employees, officers, directors or consultants, (2) a dividend
       reinvestment or stockholder purchase plan, or (3) the issuance of our
       capital stock, or securities convertible into or exercisable for such
       capital stock, as consideration in an acquisition transaction entered
       into prior to the applicable extension period;

    .  any exchange, redemption or conversion of any class or series of our
       capital stock, or the capital stock of one of our subsidiaries, for
       any other class or series of our capital stock, or of any class or
       series of our indebtedness for any class or series of our capital
       stock;

    .  any purchase of fractional interests in shares of our capital stock
       pursuant to the conversion or exchange provisions of such capital
       stock or the securities being converted or exchanged;

    .  any declaration of a dividend in connection with any rights plan, or
       the issuance of rights, stock or other property under any rights
       plan, or the redemption or repurchase of rights pursuant thereto;

    .  payments by us under any guarantee agreement executed for the benefit
       of the trust preferred securities; or

                                       13
<PAGE>

    .  any dividend in the form of stock, warrants, options or other rights
       where the dividend stock or stock issuable upon exercise of such
       warrants, options or other rights is the same stock as that on which
       the dividend is being paid or ranks equally with or junior to such
       stock.

LIMITATION ON MERGERS AND SALES OF ASSETS

      The junior subordinated indenture generally permits a consolidation or
merger between us and another entity. It also permits the sale or transfer by
us of all or substantially all of our property and assets. These transactions
are permitted if:

    .  the resulting or acquiring entity, if other than us, is organized and
       existing under the laws of a domestic jurisdiction and assumes all of
       our responsibilities and liabilities under the junior subordinated
       indenture, including the payment of all amounts due on the debt
       securities and performance of the covenants in the junior
       subordinated indenture; and

    .  immediately after the transaction, and giving effect to the
       transaction, no event of default under the junior subordinated
       indenture exists. (Section 801)

      If we consolidate or merge with or into any other entity or sell or lease
all or substantially all of our assets according to the terms and conditions of
the junior subordinated indenture, the resulting or acquiring entity will be
substituted for us in such indenture with the same effect as if it had been an
original party to the indenture. As a result, such successor entity may
exercise our rights and powers under the junior subordinated indenture, in our
name and, except in the case of a lease of all or substantially all of our
properties, we will be released from all our liabilities and obligations under
such indenture and under the junior subordinated debt securities. (Section 802)

EVENTS OF DEFAULT, WAIVER AND NOTICE

      Unless otherwise specified in the applicable prospectus supplement, an
"event of default" when used in the junior subordinated indenture with respect
to any series of junior subordinated debt securities, means any of the
following:

    .  failure to pay interest on a junior subordinated debt security of
       that series for 30 days after the payment is due (subject to the
       deferral of any due date in the case of an extension period);

    .  failure to pay the principal of or any premium on any junior
       subordinated debt security of that series when due;

    .  failure to deposit any sinking fund payment on junior subordinated
       debt securities of that series when due;

    .  failure to perform any other covenant in the junior subordinated
       indenture that applies to junior subordinated debt securities of that
       series for 90 days after we have received written notice of the
       failure to perform in the manner specified in the junior subordinated
       indenture;

    .  certain events in bankruptcy, insolvency or reorganization of Wells
       Fargo; or

    .  any other event of default that may be specified for the junior
       subordinated debt securities of that series when that series is
       created. (Section 501)

      If an event of default under the junior subordinated indenture occurs and
continues, the junior subordinated trustee or the holders of at least 25% in
aggregate principal amount of the

                                       14
<PAGE>

outstanding junior subordinated debt securities of that series may declare the
entire principal and all accrued but unpaid interest of all debt securities of
that series to be due and payable immediately. If the trustee or the holders of
junior subordinated debt securities do not make such declaration, the holders
of at least 25% in aggregate liquidation amount of the related trust preferred
securities shall have such right. If an event of default under the junior
subordinated indenture occurs and continues, the property trustee may also
declare the principal of and the interest on the corresponding junior
subordinated debt securities to be due and payable and to enforce its other
rights as a creditor with respect to the corresponding junior subordinated debt
securities. (Section 502)

      If such a declaration occurs, the holders of a majority of the aggregate
principal amount of the outstanding debt securities of that series of
subordinated debt securities can, subject to conditions, rescind the
declaration. If the holders of such junior subordinated debt securities do not
rescind such declaration, the holders of at least a majority in aggregate
liquidation amount of the related trust preferred securities shall have such
right. (Section 502)

      The holders of a majority in aggregate principal amount of the
outstanding junior subordinated debt securities of any series may, on behalf of
all holders of that series, waive any past default, except:

    .  a default in payment of principal of or any premium or interest; or

    .  a default under any provision of the junior subordinated indenture
       which itself cannot be modified or amended without the consent of the
       holder of each outstanding junior subordinated debt security of that
       series. (Section 513)

If the holders of junior subordinated debt securities do not waive such
default, the holders of a majority in aggregate liquidation amount of the
related trust preferred securities shall have such right.

      The holders of a majority in principal amount of the junior subordinated
debt securities of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
junior subordinated trustee under the junior subordinated indenture.

      We are required to file an officers' certificate with the junior
subordinated trustee each year that states, to the knowledge of the certifying
officer, whether or not any defaults exist under the terms of the junior
subordinated indenture. (Section 1004)

      A holder of trust preferred securities may institute a direct action if
we fail to make interest or other payments on the junior subordinated debt
securities when due, taking account of any extension period. (Section 508) A
direct action may be brought without first:

    .  directing the property trustee to enforce the terms of the
       corresponding junior subordinated debt securities, or

    .  suing us to enforce the property trustee's rights under such junior
       subordinated debt securities.

This right of direct action cannot be amended in a manner that would impair the
rights of the holders of trust preferred securities thereunder without the
consent of all holders of affected trust preferred securities. (Section 902)

COVENANTS CONTAINED IN JUNIOR SUBORDINATED INDENTURE

      The junior subordinated indenture does not contain restrictions on our
ability to:

    .  incur, assume or become liable for any type of debt or other
       obligation;

                                       15
<PAGE>

    .  create liens on our property for any purpose; or

    .  pay dividends or make distributions on our capital stock or
       repurchase or redeem our capital stock, except as set forth under "--
       Restrictions on Certain Payments" above.

The junior subordinated indenture does not require the maintenance of any
financial ratios or specified levels of net worth or liquidity. In addition,
the junior subordinated indenture does not contain any provisions which would
require us to repurchase or redeem or modify the terms of any of the junior
subordinated debt securities upon a change of control or other event involving
us which may adversely affect the creditworthiness of such debt securities.

DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

      Under circumstances involving the dissolution of a trust, discussed more
fully in the applicable prospectus supplement, the junior subordinated debt
securities will be distributed to the holders of the trust securities in
liquidation of that trust, provided that any required regulatory approval is
obtained. See "Description of Trust Preferred Securities--Liquidation
Distribution upon Dissolution."

MODIFICATION OF JUNIOR SUBORDINATED INDENTURE

      Under the junior subordinated indenture, certain of our rights and
obligations and certain of the rights of holders of the junior subordinated
debt securities may be modified or amended with the consent of the holders of
at least a majority of the aggregate principal amount of the outstanding junior
subordinated debt securities of all series of such debt securities affected by
the modification or amendment, acting as one class. However, the following
modifications and amendments will not be effective against any holder without
its consent:

    .  a change in the stated maturity date of any payment of principal or
       interest, including any additional interest (other than to the extent
       set forth in the applicable junior subordinated debt security);

    .  a reduction in payments due on the junior subordinated debt
       securities;

    .  a change in the place of payment or currency in which any payment on
       the junior subordinated debt securities is payable;

    .  a limitation of a holder's right to sue us for the enforcement of
       payments due on the junior subordinated debt securities;

    .  a reduction in the percentage of outstanding junior subordinated debt
       securities required to consent to a modification or amendment of the
       junior subordinated indenture or required to consent to a waiver of
       compliance with certain provisions of such indenture or certain
       defaults under such indenture;

    .  a reduction in the requirements contained in the junior subordinated
       indenture for quorum or voting;

    .  a limitation of a holder's right, if any, to repayment of junior
       subordinated debt securities at the holder's option;

    .  in the case of junior subordinated debt securities convertible into
       common stock, a limitation of any right to convert such debt
       securities; and

    .  a modification of any of the foregoing requirements contained in the
       junior subordinated indenture. (Section 902)

                                       16
<PAGE>

      Under the junior subordinated indenture, the holders of at least a
majority of the aggregate principal amount of the outstanding junior
subordinated debt securities of all series affected by a particular covenant or
condition, acting as one class, may, on behalf of all holders of such series of
debt securities, waive compliance by us with any covenant or condition
contained in the junior subordinated indenture unless we specify that such
covenant or condition cannot be so waived at the time we establish the series.
(Section 1005)

      If the junior subordinated debt securities are held by a trust or the
trustee of such trust, no modification may be made that adversely affects the
holders of the related trust preferred securities, and no termination of the
junior subordinated indenture may occur, and no waiver of any event of default
or compliance with any covenant will be effective without the prior consent of
a majority in liquidation preference of trust preferred securities of such
trust. If the consent of the holder of each outstanding junior subordinated
debt security is required for such action, no such action shall be effective
without the prior consent of each holder of related trust preferred securities.
(Section 902)

      We and the junior subordinated trustee may execute, without the consent
of any holder of junior subordinated debt securities, any supplemental junior
subordinated indenture for the purpose of creating any new series of junior
subordinated debt securities.

DEFEASANCE AND DISCHARGE

      DEFEASANCE AND DISCHARGE. At the time that we establish a series of
junior subordinated debt securities under the junior subordinated indenture, we
can provide that such debt securities of that series are subject to the
defeasance and discharge provisions of that indenture. If we so provide, we
will be discharged from our obligations on such debt securities of that series
if:

    .  we deposit with the junior subordinated trustee, in trust, sufficient
       money or, if the junior subordinated debt securities of that series
       are denominated and payable in U.S. dollars only, Eligible
       Instruments, to pay the principal, any interest, any premium and any
       other sums due on such debt securities of that series, such as
       sinking fund payments, on the dates the payments are due under the
       junior subordinated indenture and the terms of such debt securities;

    .  we deliver to the junior subordinated trustee an opinion of counsel
       that states that the holders of the junior subordinated debt
       securities of that series will not recognize income, gain or loss for
       federal income tax purposes as a result of the deposit and will be
       subject to federal income tax on the same amounts and in the same
       manner and at the same times as would have been the case if no
       deposit had been made; and

    .  if the junior subordinated debt securities of that series are listed
       on any domestic or foreign securities exchange, such debt securities
       will not be delisted as a result of the deposit. (Section 403)

      When we use the term "Eligible Instruments" in this section, we mean
monetary assets, money market instruments and securities that are payable in
dollars only and essentially risk free as to collection of principal and
interest, including:

    .  direct obligations of the United States backed by the full faith and
       credit of the United States; or

    .  any obligation of a person controlled or supervised by and acting as
       an agency or instrumentality of the United States if the timely
       payment of the obligation is unconditionally guaranteed as a full
       faith and credit obligation by the United States. (Section 101)

                                       17
<PAGE>

      In the event that we deposit money and/or Eligible Instruments in trust
and discharge our obligations under a series of junior subordinated debt
securities as described above, then:

    .  the junior subordinated indenture, including the subordination
       provisions contained in the junior subordinated indenture, will no
       longer apply to the junior subordinated debt securities of that
       series; however, certain obligations to compensate, reimburse and
       indemnify the junior subordinated trustee, to register the transfer
       and exchange of junior subordinated debt securities, to replace lost,
       stolen or mutilated junior subordinated debt securities, to maintain
       paying agencies and the trust funds and to pay additional amounts, if
       any, required as a result of U.S. withholding taxes imposed on
       payments to non-U.S. persons will continue to apply; and

    .  holders of junior subordinated debt securities of that series can
       only look to the trust fund for payment of principal, any premium and
       any interest on such debt securities of that series. (Section 403)

      DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. At the
time that we establish a series of junior subordinated debt securities under
the junior subordinated indenture, we can provide that such debt securities of
that series are subject to the covenant defeasance provisions of such
indenture. If we so provide and we make the deposit and deliver the opinion of
counsel described above in this section under the heading "--Defeasance and
Discharge" we will not have to comply with any covenant we designate when we
establish the series of debt securities. In the event of a covenant defeasance,
our obligations under the junior subordinated indenture and the junior
subordinated debt securities, other than with respect to the covenants
specifically referred to above, will remain in effect. (Section 1701)

      If we exercise our option not to comply with the covenants listed above
and such junior subordinated debt securities of the series become immediately
due and payable because an event of default under the junior subordinated
indenture has occurred, other than as a result of an event of default
specifically referred to above, the amount of money and/or Eligible Instruments
on deposit with the junior subordinated trustee will be sufficient to pay the
principal, any interest, any premium and any other sums, due on such debt
securities of that series, such as sinking fund payments, on the date the
payments are due under the junior subordinated indenture and the terms of the
junior subordinated debt securities, but may not be sufficient to pay amounts
due at the time of acceleration. However, we would remain liable for the
balance of the payments. (Section 1701)

CONVERSION OR EXCHANGE

      The junior subordinated debt securities may be convertible or
exchangeable into junior subordinated debt securities of another series or into
trust preferred securities of another series, on the terms provided in the
applicable prospectus supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at
our option, in which case the number of shares of trust preferred securities or
other securities to be received by the holders of junior subordinated debt
securities would be calculated as of a time and in the manner stated in the
applicable prospectus supplement.

                                       18
<PAGE>

SUBORDINATION

      The junior subordinated debt securities will be subordinate to all of our
existing and future Senior Debt, as defined below. Our Senior Debt includes the
senior debt securities and the subordinated debt securities and means

    .  any of our indebtedness for borrowed or purchased money, whether or
       not evidenced by bonds, debt securities, notes or other written
       instruments,

    .  our obligations under letters of credit,

    .  any of our indebtedness or other obligations with respect to
       commodity contracts, interest rate and currency swap agreements, cap,
       floor and collar agreements, currency spot and forward contracts, and
       other similar agreements or arrangements designed to protect against
       fluctuations in currency exchange or interest rates, and

    .  any guarantees, endorsements (other than by endorsement of negotiable
       instruments for collection in the ordinary course of business) or
       other similar contingent obligations in respect of obligations of
       others of a type described above, whether or not such obligation is
       classified as a liability on a balance sheet prepared in accordance
       with generally accepted accounting principles,

whether outstanding on the date of execution of the junior subordinated
indenture or thereafter incurred, other than obligations expressly on a parity
with or junior to the junior subordinated debt securities. The junior
subordinated debt securities will rank on a parity with obligations evidenced
by any debt securities, and guarantees in respect of those debt securities,
initially issued to any trust, partnership or other entity affiliated with us,
that is, directly or indirectly, our financing vehicle in connection with the
issuance by such entity of capital securities or other similar securities.

      If certain events in bankruptcy, insolvency or reorganization occur, we
will first pay all Senior Debt, including any interest accrued after the events
occur, in full before we make any payment or distribution, whether in cash,
securities or other property, on account of the principal of or interest on the
junior subordinated debt securities. In such an event, we will pay or deliver
directly to the holders of Senior Debt any payment or distribution otherwise
payable or deliverable to holders of the junior subordinated debt securities.
We will make the payments to the holders of Senior Debt according to priorities
existing among those holders until we have paid all Senior Debt, including
accrued interest, in full. Notwithstanding the subordination provisions
discussed in this paragraph, we may make payments or distributions on the
junior subordinated debt securities so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan or reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of the junior subordinated
       debt securities. (Section 1801)

      If such events in bankruptcy, insolvency or reorganization occur, after
we have paid in full all amounts owed on Senior Debt:

    .  the holders of junior subordinated debt securities,

    .  together with the holders of any of our other obligations ranking
       equal with those junior subordinated debt securities,

                                       19
<PAGE>

will be entitled to receive from our remaining assets any principal, premium or
interest due at that time on the junior subordinated debt securities and such
other obligations before we make any payment or other distribution on account
of any of our capital stock or obligations ranking junior to those junior
subordinated debt securities.

      If we violate the junior subordinated indenture by making a payment or
distribution to holders of the junior subordinated debt securities before we
have paid all the Senior Debt in full, then such holders of the junior
subordinated debt securities will be deemed to have received the payments or
distributions in trust for the benefit of, and will have to pay or transfer the
payments or distributions to, the holders of the Senior Debt outstanding at the
time. The payment or transfer to the holders of the Senior Debt will be made
according to the priorities existing among those holders. Notwithstanding the
subordination provisions discussed in this paragraph, holders of junior
subordinated debt securities will not be required to pay, or transfer payments
or distributions to, holders of Senior Debt so long as:

    .  the payments or distributions consist of securities issued by us or
       another company in connection with a plan of reorganization or
       readjustment; and

    .  payment on those securities is subordinate to outstanding Senior Debt
       and any securities issued with respect to Senior Debt under such plan
       of reorganization or readjustment at least to the same extent
       provided in the subordination provisions of those junior subordinated
       debt securities. (Section 1801)

      Because of the subordination, if we become insolvent, holders of Senior
Debt may receive more, ratably, and holders of the junior subordinated debt
securities having a claim pursuant to those securities may receive less,
ratably, than our other creditors. This type of subordination will not prevent
an event of default from occurring under the junior subordinated indenture in
connection with the junior subordinated debt securities.

      We may modify or amend the junior subordinated indenture as provided
under "--Modification of Junior Subordinated Indenture" above. However, the
modification or amendment may not, without the consent of the holders of all
Senior Debt outstanding, modify any of the provisions of the junior
subordinated indenture relating to the subordination of the junior subordinated
debt securities in a manner that would adversely affect the holders of Senior
Debt. (Section 902)

      The junior subordinated indenture places no limitation on the amount of
Senior Debt that we may incur. We expect from time to time to incur additional
indebtedness and other obligations constituting Senior Debt.

GOVERNING LAW

      The junior subordinated indenture and the junior subordinated debt
securities will be governed by, and construed in accordance with, the internal
laws of the State of New York.

THE TRUSTEE

      The junior subordinated trustee will have all of the duties and
responsibilities specified under the Trust Indenture Act. Other than its duties
in a case of default, the trustee is under no obligation to exercise any of the
powers under the junior subordinated indenture at the request, order or
direction of any holders of junior subordinated debt securities unless offered
reasonable indemnification. (Sections 601, 603)

                                       20
<PAGE>

CORRESPONDENCE BETWEEN JUNIOR SUBORDINATED DEBT SECURITIES AND TRUST PREFERRED
SECURITIES

      Wells Fargo may issue one or more series of junior subordinated debt
securities under the junior subordinated indenture with terms corresponding to
the terms of a series of related trust preferred securities. In each such
instance, concurrently with the issuance of a trust's preferred securities,
such trust will invest the proceeds from that issuance, together with the
consideration paid by Wells Fargo for the common securities of such trust, in
the series of corresponding junior subordinated debt securities issued by
Wells Fargo to such trust. Each series of corresponding junior subordinated
debt securities will be in the principal amount equal to the aggregate stated
liquidation amount of the related trust preferred securities and the common
securities of such trust and will rank equally with all other series of junior
subordinated debt securities. Holders of the related trust preferred
securities for a series of corresponding junior subordinated debt securities
will have the rights, in connection with modifications to the junior
subordinated indenture or upon occurrence of an event of default, as described
under "--Modification of Junior Subordinated Indenture" and "--Events of
Default, Waiver and Notice."

      Unless otherwise specified in the applicable prospectus supplement, if a
tax event, investment company event or capital treatment event relating to a
trust occurs and continues, we may, at our option and subject to any required
prior approval of the Federal Reserve, redeem the corresponding junior
subordinated debt securities at any time within 90 days of the occurrence of
such event, in whole but not in part, subject to the provisions of the junior
subordinated indenture and whether or not such corresponding junior
subordinated debt securities are then redeemable at our option.

      The redemption price for any corresponding junior subordinated debt
security shall be equal to 100% of the principal amount of such corresponding
junior subordinated debt security then outstanding plus accrued and unpaid
interest to the redemption date. As long as a trust is the holder of all the
outstanding corresponding junior subordinated debt securities of a series, the
proceeds of any redemption will be used by such trust to redeem the related
trust securities in accordance with their terms.

      We will covenant, as to each series of corresponding junior subordinated
debt securities:

    .  to directly or indirectly maintain 100% ownership of the common
       securities of the applicable trust unless a permitted successor
       succeeds to ownership of the common securities;

    .  not to voluntarily terminate, wind up or liquidate any trust, except,

      .  in connection with a distribution of corresponding junior
         subordinated debt securities to the holders of trust preferred
         securities in exchange therefor upon liquidation of such trust,
         or

      .  in connection with certain mergers, consolidations or
         amalgamations permitted by the applicable trust agreement, in
         either such case, if so specified in the applicable prospectus
         supplement and upon any required prior approval of the Federal
         Reserve; and

    .  to use our reasonable efforts, consistent with the terms and
       provisions of the applicable trust agreement, to cause such trust to
       remain classified as a grantor trust and not as an association
       taxable as a corporation for United States federal income tax
       purposes.

                                      21
<PAGE>

                   DESCRIPTION OF TRUST PREFERRED SECURITIES

      The trust preferred securities will be issued by a trust under the terms
of a trust agreement. Each trust agreement will be qualified as an indenture
under the Trust Indenture Act. Each trust may issue only one series of trust
preferred securities. The property trustee will act as trustee for each series
of trust preferred securities under the applicable trust agreement for purposes
of compliance with the provisions of the Trust Indenture Act. The terms of each
series of trust preferred securities will include those stated in the
applicable trust agreement and those made part of such trust agreement by the
Trust Indenture Act.

      We have summarized material terms and provisions of the trust preferred
securities in this section. This summary is not intended to be complete and is
qualified by the trust agreement, the form of which we filed as an exhibit to
the registration statement, the Delaware Business Trust Act and the Trust
Indenture Act.

      Each trust agreement authorizes the trustees of the applicable trust to
issue trust securities on behalf of such trust. The trust securities represent
undivided beneficial interests in the assets of such trust. We will own,
directly or indirectly, all of a trust's common securities. The common
securities rank equally, and payments will be made on a pro rata basis, with
the trust preferred securities except as set forth under "--Ranking of Common
Securities."

      Each trust agreement does not permit a trust to issue any securities
other than the trust securities or to incur any indebtedness. Under each trust
agreement, the property trustee will own the junior subordinated debt
securities purchased by such trust for the benefit of the holders of the trust
securities.

      The guarantee agreement we execute for the benefit of the holders of
trust preferred securities will be a guarantee on a subordinated basis with
respect to the related trust securities. However, such guarantee will not
guarantee payment of distributions or amounts payable on redemption or
liquidation of such trust securities when a trust does not have funds on hand
available to make such payments. See "Descriptions of Guarantees."

DISTRIBUTIONS

      Distributions on each series of trust preferred securities:

    .  will be cumulative;

    .  will accumulate from the date of original issuance; and

    .  will be payable on such dates as specified in the applicable
       prospectus supplement.

      In the event that any date on which distributions are payable on the
trust preferred securities is not a business day, then, except as set forth in
the next sentence, payment of the distribution will be made on the next
succeeding business day, and without any interest or other payment in respect
to any such delay. If such next succeeding business day is in the next calendar
year, payment of the distribution will be made on the immediately preceding
business day. Each date on which distributions are payable in accordance with
the foregoing is referred to as a "distribution date." The term "distribution"
includes any interest payable on unpaid distributions unless otherwise stated.
Unless otherwise specified in the applicable prospectus supplement, a "business
day" is a day other than a Saturday, a Sunday, or any other day on which
banking institutions in New York, New York, Minneapolis, Minnesota or
Wilmington, Delaware are authorized or required by law or executive order to
remain closed.

                                       22
<PAGE>

      The amount of distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. The amount of
distributions payable for any period shorter than a full quarterly period will
be computed on the basis of the actual number of days elapsed in a 360-day year
of twelve 30-day months. Distributions to which holders of trust preferred
securities are entitled but are not paid will accumulate additional
distributions at the annual rate if and as specified in the applicable
prospectus supplement.

      If provided in the applicable prospectus supplement, we have the right
under the junior subordinated indenture and the corresponding junior
subordinated debt securities to defer the payment of interest on any series of
the corresponding junior subordinated debt securities for up to a number of
consecutive interest payment periods that will be specified in the prospectus
supplement relating to such series. We refer to this period as an "extension
period." No extension period may extend beyond the stated maturity of the
corresponding junior subordinated debt securities.

      As a consequence of any such deferral, distributions on the related trust
preferred securities would be deferred by the applicable trust during any
extension period, but would continue to accumulate additional distributions at
the annual rate set forth in the prospectus supplement for such trust preferred
securities.

      Unless otherwise specified in the applicable prospectus supplement, if we
exercise our deferral right, then during any extension period, we may not:

    .  make any payment of principal of or interest or premium, if any, on
       or repay, repurchase or redeem any debt securities issued by us that
       rank equally with or junior to the junior subordinated debt
       securities; or

    .  declare or pay any dividends or distributions on, or redeem,
       purchase, acquire or make a liquidation payment with respect to, any
       shares of our capital stock, other than:

      .  any repurchase, redemption or other acquisition of shares of our
         capital stock in connection with any employment contract, benefit
         plan or other similar arrangement with or for the benefit of any
         one or more employees, officers, directors or consultants, in
         connection with a dividend reinvestment or stockholder stock
         purchase plan or in connection with the issuance of our capital
         stock, or securities convertible into or exercisable for such
         capital stock, as consideration in an acquisition transaction
         entered into before the applicable extension period;

      .  any exchange, redemption or conversion of any class or series of
         our capital stock, or any capital stock of one of our
         subsidiaries, for any class or series of our capital stock, or of
         any class or series of our indebtedness for any class or series
         of our capital stock;

      .  any purchase of fractional interests in shares of our capital
         stock pursuant to the conversion or exchange provisions of such
         capital stock or the securities being converted or exchanged;

      .  any declaration of a dividend in connection with any rights plan,
         or the issuance of rights, stock or other property under any
         rights plan, or the redemption or repurchase of rights pursuant
         thereto;

      .  payments by us under any guarantee agreement executed for the
         benefit of the trust preferred securities; or

                                       23
<PAGE>

      .  any dividend in the form of stock, warrants, options or other
         rights where the dividend stock or the stock issuable upon
         exercise of such warrants, options or other rights is the same
         stock as that on which the dividend is being paid or ranks
         equally with or junior to such stock.

      The funds available to each trust for distribution to holders of its
trust preferred securities will be limited to payments under the corresponding
junior subordinated debt securities in which such trust invests the proceeds
from the issuance and sale of its trust securities. See "Description of Junior
Subordinated Debt Securities--Correspondence Between Junior Subordinated Debt
Securities and Trust Preferred Securities." If we do not make interest payments
on such corresponding junior subordinated debt securities, the property trustee
will not have funds available to pay distributions on the related trust
preferred securities. To the extent each trust has funds legally available for
the payment of such distributions and cash sufficient to make such payments,
the payment of distributions is guaranteed by us on the basis set forth under
"Description of Guarantees."

      Distributions on applicable trust preferred securities will be payable to
the holders of such securities as they appear on the register of the applicable
trust on the relevant record dates. As long as the applicable trust preferred
securities remain in book-entry form, the record date will be one business day
before the relevant date of distribution. In the event any trust preferred
securities are not in book-entry form, the relevant record date for such trust
preferred securities will be at least 15 days before the relevant date of
distribution.

REDEMPTION OR EXCHANGE

 MANDATORY REDEMPTION

      Upon the repayment or redemption, in whole or in part, of any
corresponding junior subordinated debt securities, whether at stated maturity
or upon earlier redemption as provided in the junior subordinated indenture,
the property trustee will apply the proceeds from such repayment or redemption
to redeem a like amount, as defined below, of the related trust securities,
upon not less than 30 nor more than 60 days' notice. The redemption price will
equal the aggregate liquidation amount of such trust securities, as defined
below, plus accumulated but unpaid distributions to the date of redemption and
the related amount of the premium, if any, paid by us upon the concurrent
redemption of such corresponding junior subordinated debt securities. See
"Description of Junior Subordinated Debt Securities -- Redemption." If less
than all of any series of corresponding junior subordinated debt securities are
to be repaid or redeemed on a redemption date, then the proceeds from such
repayment or redemption will be allocated pro rata to the redemption of the
related trust preferred securities and the common securities, except as set
forth under "--Ranking of Common Securities." The amount of premium, if any,
paid by us upon the redemption of all or any part of any series of any
corresponding junior subordinated debt securities to be repaid or redeemed on a
redemption date will be allocated pro rata to the redemption of the related
trust preferred securities and common securities, except as set forth under "--
Ranking of Common Securities."

      We will have the right to redeem any series of corresponding junior
subordinated debt securities:

    .  on or after such date as may be specified in the applicable
       prospectus supplement, in whole at any time or in part from time to
       time; or

    .  at any time, in whole, but not in part, upon the occurrence of a tax
       event, investment company event or capital treatment event, in any
       case subject to receipt of any required prior approval by the Federal
       Reserve. See "Description of Junior Subordinated Debt Securities--
       Redemption."

                                       24
<PAGE>

      Within 90 days after any tax event, investment company event or capital
treatment event in respect of a series of trust preferred securities and common
securities that occurs and continues, we will have the right to redeem the
corresponding junior subordinated debt securities in whole, but not in part,
and thereby cause a mandatory redemption of the related trust preferred
securities and common securities in whole, but not in part, at the redemption
price. In the event,

    .  a tax event, investment company event or capital treatment event in
       respect of a series of trust preferred securities and common
       securities occurs and continues, and

    .  we do not elect to redeem the corresponding junior subordinated debt
       securities and thereby cause a mandatory redemption of the related
       trust preferred securities and common securities or to dissolve the
       related trust and cause the corresponding junior subordinated debt
       securities to be distributed to holders of such trust preferred
       securities and common securities in exchange therefor upon
       liquidation of the trust as described below,

the related trust preferred securities will remain outstanding.

      "Like amount" means:

    .  with respect to a redemption of any series of trust securities, trust
       securities of such series having a liquidation amount equal to that
       portion of the principal amount of corresponding junior subordinated
       debt securities to be contemporaneously redeemed in accordance with
       the junior subordinated indenture, the proceeds of which will be used
       to pay the redemption price of such trust securities; and

    .  with respect to a distribution of corresponding junior subordinated
       debt securities to holders of any series of trust securities in
       exchange therefor in connection with a dissolution or liquidation of
       a trust, corresponding junior subordinated debt securities having a
       principal amount equal to the liquidation amount of the trust
       securities of the holder to whom such corresponding junior
       subordinated debt securities would be distributed.

      "Liquidation amount" means the stated amount per trust security as set
forth in the applicable prospectus supplement.

 DISTRIBUTION OF CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES

      We will have the right at any time to liquidate a trust and cause the
junior subordinated debt securities to be distributed to the holders of the
related trust securities. This may require the prior approval of the Federal
Reserve. Upon liquidation of the trust and after satisfaction of the
liabilities of creditors of such trust as provided by applicable law, the
corresponding junior subordinated debt securities in respect of the related
trust securities issued by such trust will be distributed to the holders of
such related trust securities in exchange therefor.

      After the liquidation date fixed for any distribution of corresponding
junior subordinated debt securities for any series of related trust preferred
securities:

    .  such series of trust preferred securities will no longer be deemed to
       be outstanding;

    .  the depositary or its nominee, as the record holder of such series of
       trust preferred securities, will receive a registered global
       certificate or certificates representing the corresponding junior
       subordinated debt securities to be delivered upon such distribution;

                                       25
<PAGE>

    .  any certificates representing such series of trust preferred
       securities not held by The Depository Trust Company, or DTC, or its
       nominee or surrendered to the exchange agent will be deemed to
       represent the corresponding junior subordinated debt securities
       having a principal amount equal to the stated liquidation amount of
       such series of trust preferred securities, and bearing accrued and
       unpaid interest in an amount equal to the accrued and unpaid
       distributions on such series of trust preferred securities until such
       certificates are so surrendered for transfer or reissuance; and

    .  all rights of the holders of such trust preferred securities will
       cease, except the right to receive corresponding junior subordinated
       debt securities upon such surrender.

 REDEMPTION PROCEDURES

      Trust preferred securities redeemed on each redemption date will be
redeemed at the redemption price with the applicable proceeds from the
contemporaneous redemption of the corresponding junior subordinated debt
securities. Redemptions of trust preferred securities shall be made and the
redemption price shall be payable on each redemption date only to the extent
that the applicable trust has funds on hand available for the payment of such
redemption price. See also "--Ranking of Common Securities." Redemptions of
trust preferred securities may require prior approval of the Federal Reserve.

      If a trust gives a notice of redemption of its trust preferred
securities, then, by 12:00 noon, New York City time, on the redemption date, to
the extent funds are available, the property trustee will deposit irrevocably
with DTC funds sufficient to pay the applicable redemption price and will give
DTC irrevocable instructions and authority to pay the redemption price to the
holders of such trust preferred securities. If such trust preferred securities
are no longer in book-entry form, the property trustee, to the extent funds are
available, will irrevocably deposit with the paying agent for such trust
preferred securities funds sufficient to pay the applicable redemption price
and will give such paying agent irrevocable instructions and authority to pay
the redemption price to the holders thereof upon surrender of their
certificates evidencing such trust preferred securities.

      Notwithstanding the foregoing, distributions payable on or before the
redemption date for any trust preferred securities called for redemption will
be payable to the holders of such trust preferred securities on the relevant
record dates for the related distribution dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit:

    .  all rights of the holders of such trust preferred securities will
       cease, except the right of the holders of such trust preferred
       securities to receive the redemption price on the redemption date,
       but without interest on such redemption price; and

    .  such trust preferred securities will cease to be outstanding.

      In the event that any date fixed for redemption of trust preferred
securities is not a business day, then payment of the redemption price will be
made on the next succeeding business day, without any interest or any other
payment in respect of any such delay, except that, if such business day falls
in the next calendar year, such payment will be made on the immediately
preceding business day. In the event that payment of the redemption price in
respect of trust preferred securities called for redemption is improperly
withheld or refused and not paid either by the applicable trust or by us
pursuant to the guarantee as described under "Description of Guarantees,"
distributions on

                                       26
<PAGE>

such trust preferred securities will continue to accrue at the then-applicable
rate, from the redemption date originally established by such trust for such
trust preferred securities to the date such redemption price is actually paid,
in which case the actual payment date will be the date fixed for redemption for
purposes of calculating the redemption price.

      If less than all of the trust securities issued by a trust are to be
redeemed on a redemption date, then the aggregate liquidation amount of such
trust securities to be redeemed shall be allocated pro rata to the trust
preferred securities and the common securities based upon the relative
liquidation amounts of such classes, except as set forth under "--Ranking of
Common Securities." The property trustee will select the particular trust
preferred securities to be redeemed on a pro rata basis not more than 60 days
before the redemption date from the outstanding trust preferred securities not
previously called for redemption based on the securities liquidation amount.
The property trustee shall promptly notify the trust registrar in writing of
the trust preferred securities selected for redemption and the liquidation
amount to be redeemed. For all purposes of the applicable trust agreement,
unless the context otherwise requires, all provisions relating to the
redemption of trust preferred securities shall relate, in the case of any trust
preferred securities redeemed or to be redeemed only in part, to the portion of
the aggregate liquidation amount of trust preferred securities which has been
or is to be redeemed.

      Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to the registered address of each
holder of trust securities to be redeemed.

      Subject to applicable law, including, without limitation, United States
federal securities laws, we or our subsidiaries may at any time and from time
to time purchase outstanding trust preferred securities by tender, in the open
market or by private agreement.

RANKING OF COMMON SECURITIES

      Payment of distributions on, and the redemption price of and the
liquidation distribution in respect of, trust preferred securities and common
securities, as applicable, shall be made pro rata based on the liquidation
amount of such trust preferred securities and common securities, except that
upon certain events of default under the applicable trust agreement relating to
payment defaults on the corresponding junior subordinated debt securities, the
rights of the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the trust preferred securities.

      In the case of any event of default under a trust agreement resulting
from an event of default under the junior subordinated indenture, we, as holder
of a trust's common securities, will be deemed to have waived any right to act
with respect to any such event of default under such trust agreement until the
effect of all such events of default with respect to such trust preferred
securities have been cured, waived or otherwise eliminated. Until all events of
default under such trust agreement with respect to such trust preferred
securities have been so cured, waived or otherwise eliminated, the property
trustee shall act solely on behalf of the holders of such trust preferred
securities and not on our behalf, and only the holders of such trust preferred
securities will have the right to direct the property trustee to act on their
behalf.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

      Pursuant to a trust agreement, a trust shall automatically dissolve upon
expiration of its term and shall dissolve on the first to occur of:

    .  certain events of bankruptcy, dissolution or liquidation of Wells
       Fargo;

                                       27
<PAGE>

    .  the written direction from us, as holder of the trust's common
       securities, to the property trustee to dissolve the trust and
       distribute a like amount of the corresponding junior subordinated
       debt securities to the holders of its trust securities, subject to
       our having received any required prior approval of the Federal
       Reserve;

    .  redemption of all of its trust preferred securities as described
       under "--Redemption or Exchange--Mandatory Redemption;" and

    .  the entry of an order for the dissolution of the trust by a court of
       competent jurisdiction.

      Except as set forth in the next sentence, if an early dissolution occurs
as described above, the property trustee will liquidate the trust as
expeditiously as possible by distributing, after satisfaction of liabilities to
creditors of such trust as provided by applicable law, to the holders of such
trust securities a like amount of the corresponding junior subordinated debt
securities. If the property trustee determines that such distribution is not
practical or if the early dissolution occurs as a result of the redemption of
trust preferred securities, then the holders will be entitled to receive out of
the assets of such trust available for distribution to holders and after
satisfaction of liabilities to creditors of such trust as provided by
applicable law, an amount equal to the aggregate liquidation amount plus
accrued and unpaid distributions to the date of payment. If such trust has
insufficient assets available to pay in full such aggregate liquidation
distribution, then the amounts payable directly by such trust on its trust
securities shall be paid on a pro rata basis, except as set forth under "--
Ranking of Common Securities."

EVENTS OF DEFAULT; NOTICE

      Any one of the following events constitutes an event of default under the
applicable trust agreement, or a trust event of default, regardless of the
reason for such event of default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body:

    .  the occurrence of an event of default under the junior subordinated
       indenture with respect to the corresponding junior subordinated debt
       securities held by such trust (see "Description of Junior
       Subordinated Debt Securities--Events of Default, Waiver and Notice");
       or

    .  the default by the property trustee in the payment of any
       distribution on any trust security of such trust when such becomes
       due and payable, and continuation of such default for a period of 30
       days; or

    .  the default by the property trustee in the payment of any redemption
       price of any trust security of such trust when such becomes due and
       payable; or

    .  the failure to perform or the breach, in any material respect, of any
       other covenant or warranty of the trustees in the applicable trust
       agreement for 60 days after the defaulting trustee or trustees have
       received written notice of the failure to perform or breach of
       warranty in the manner specified in such trust agreement; or

    .  the occurrence of certain events of bankruptcy or insolvency with
       respect to the property trustee and our failure to appoint a
       successor property trustee within 90 days.

      Within 90 days after any event of default actually known to the property
trustee occurs, the property trustee will transmit notice of such event of
default to the holders of the trust securities and

                                       28
<PAGE>

to the administrative trustees, unless such event of default shall have been
cured or waived. We, as depositor, and the administrative trustees are required
to file annually with the property trustee a certificate as to whether or not
we or they are in compliance with all the conditions and covenants applicable
to us and to them under the trust agreement.

      The existence of an event of default under the trust agreement, in and of
itself, with respect to the corresponding junior subordinated debt securities
does not entitle the holders of the related trust preferred securities to
accelerate the maturity of such debt securities.

REMOVAL OF TRUSTEES

      Unless an event of default under the junior subordinated indenture has
occurred and is continuing, the property trustee and/or the Delaware trustee
may be removed at any time by the holder of the common securities. The property
trustee and the Delaware trustee may be removed by the holders of a majority in
liquidation amount of the outstanding related trust preferred securities for
cause or if an event of default under the junior subordinated indenture has
occurred and is continuing. In no event will the holders of such trust
preferred securities have the right to vote to appoint, remove or replace the
administrative trustees, which voting rights are vested exclusively in us, as
the holder of the common securities. No resignation or removal of a trustee and
no appointment of a successor trustee shall be effective until the acceptance
of appointment by the successor trustee in accordance with the provisions of
the trust agreement.


CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

      Unless an event of default under the junior subordinated indenture shall
have occurred and be continuing, at any time or from time to time, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the trust property may at the time be
located, we, as the holder of the common securities, and the administrative
trustees shall have the power to appoint one or more persons either to act as a
co-trustee, jointly with the property trustee, of all or any part of such trust
property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such person or persons in such capacity any property, title, right or
power deemed necessary or desirable, subject to the provisions of such trust
agreement. If an event of default under the junior subordinated indenture has
occurred and is continuing, the property trustee alone shall have power to make
such appointment.

MERGER OR CONSOLIDATION OF TRUSTEES

      Any person into which the property trustee or the Delaware trustee that
is not a natural person may be merged or converted or with which it may be
consolidated, or any person resulting from any merger, conversion or
consolidation to which such trustee shall be a party, or any person succeeding
to all or substantially all the corporate trust business of such trustee, shall
be the successor of such trustee under the trust agreement, provided such
person shall be otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUSTS

      A trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to us or any other person, except

                                       29
<PAGE>

as described below or as otherwise described in the applicable trust agreement.
Such trust may, at our request, with the consent of the administrative trustees
but without the consent of the holders of the applicable trust preferred
securities, the property trustee or the Delaware trustee, merge with or into,
consolidate, amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to, a trust organized as
such under the laws of any state if:

    .  such successor entity either:

      .  expressly assumes all of the obligations of such trust with
         respect to the trust preferred securities, or

      .  substitutes for the trust preferred securities other securities
         having substantially the same terms as the trust preferred
         securities, or the successor securities, so long as the successor
         securities rank the same as the trust preferred securities in
         priority with respect to distributions and payments upon
         liquidation, redemption and otherwise;

    .  we expressly appoint a trustee of such successor entity possessing
       the same powers and duties as the property trustee as the holder of
       the corresponding junior subordinated debt securities;

    .  such merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not cause the trust preferred securities to be
       downgraded by any nationally recognized statistical rating
       organization;

    .  such merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not adversely affect the rights, preferences
       and privileges of the holders of the trust preferred securities,
       including any successor securities, in any material respect;

    .  such successor entity has a purpose substantially identical to that
       of such trust;

    .  prior to such merger, consolidation, amalgamation, replacement,
       conveyance, transfer or lease, we have received an opinion from
       independent counsel to such trust experienced in such matters to the
       effect that:

      .  such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease does not adversely affect the
         rights, preferences and privileges of the holders of the trust
         preferred securities, including any successor securities, in any
         material respect, and

      .  following such merger, consolidation, amalgamation, replacement,
         conveyance, transfer or lease, neither such trust nor such
         successor entity will be required to register as an investment
         company under the Investment Company Act; and

    .  we or any permitted successor or assignee owns all of the common
       securities of such successor entity and guarantees the obligations of
       such successor entity under the successor securities at least to the
       extent provided by the applicable guarantee.

      Notwithstanding the foregoing, a trust may not, except with the consent
of holders of 100% in liquidation amount of its trust preferred securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the trust or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                       30
<PAGE>

VOTING RIGHTS; AMENDMENT OF THE TRUST AGREEMENT

     Except as provided below and under "Description of Guarantees--Amendments
and Assignment" and as otherwise required by law and the applicable trust
agreement, the holders of trust preferred securities will have no voting
rights.

     We and the administrative trustees may amend a trust agreement without
the consent of the holders of its trust preferred securities, unless such
amendment will materially and adversely affect the interests of any holder of
trust preferred securities, to:

    .  cure any ambiguity, correct or supplement any provisions in such
       trust agreement that may be inconsistent with any other provision, or
       to make any other provisions with respect to matters or questions
       arising under such trust agreement, which may not be inconsistent
       with the other provisions of such trust agreement; or

    .  modify, eliminate or add to any provisions of such trust agreement to
       such extent as shall be necessary to ensure that such trust will be
       classified for United States federal income tax purposes as a grantor
       trust at all times that any trust securities are outstanding or to
       ensure that such trust will not be required to register as an
       "investment company" under the Investment Company Act.

     We, the administrative trustees and the property trustee may amend a
trust agreement with:

    .  the consent of holders representing not less than a majority, based
       upon liquidation amounts, of the outstanding trust preferred
       securities; and

    .  receipt by the trustees of an opinion of counsel to the effect that
       such amendment or the exercise of any power granted to the trustees
       in accordance with such amendment will not affect such trust's status
       as a grantor trust for United States federal income tax purposes or
       the trust's exemption from status as an "investment company" under
       the Investment Company Act.

     Without the consent of each holder of trust securities, a trust agreement
may not be amended to:

    .  change the amount or timing of any distribution required to be made
       in respect of such trust securities as of a specified date; or

    .  restrict the right of a holder of such trust securities to institute
       a suit for the enforcement of any such payment on or after such date.

     So long as the property trustee holds any corresponding junior
subordinated debt securities, the trustees may not, without obtaining the
prior approval of the holders of a majority in aggregate liquidation amount of
all outstanding trust preferred securities:

    .  direct the time, method and place of conducting any proceeding for
       any remedy available to the junior subordinated trustee, or executing
       any trust or power conferred on the junior subordinated trustee with
       respect to such corresponding junior subordinated debt securities;

    .  waive any past default that is waivable under the junior subordinated
       indenture;

    .  exercise any right to rescind or annul a declaration that the
       principal of all the corresponding junior subordinated debt
       securities is due and payable; or


                                      31
<PAGE>

    .  consent to any amendment, modification or termination of the junior
       subordinated indenture or such corresponding junior subordinated debt
       securities, where such consent shall be required.

      If a consent under the junior subordinated indenture would require the
consent of each holder of corresponding junior subordinated debt securities
affected thereby, no such consent may be given by the property trustee without
the prior consent of each holder of the corresponding trust preferred
securities. The property trustee may not revoke any action previously
authorized or approved by a vote of the holders of the trust preferred
securities except by subsequent vote of the holders of the trust preferred
securities. The property trustee will notify each holder of the trust preferred
securities of any notice of default with respect to the corresponding junior
subordinated debt securities. In addition to obtaining the foregoing approvals
of the holders of the trust preferred securities, before taking any of the
foregoing actions, the trustees will obtain an opinion of counsel experienced
in such matters to the effect that such action would not cause such trust to be
classified as other than a grantor trust for United States federal income tax
purposes.

      Any required approval of holders of trust preferred securities may be
given at a meeting of holders of trust preferred securities convened for such
purpose or pursuant to written consent. The property trustee will cause a
notice of any meeting at which holders of trust preferred securities are
entitled to vote, or of any matter upon which action by written consent of such
holders is to be taken, to be given to each holder of record of trust preferred
securities in the manner set forth in the applicable trust agreement.

      No vote or consent of the holders of trust preferred securities will be
required for a trust to redeem and cancel its trust preferred securities in
accordance with the applicable trust agreement.

      Notwithstanding that holders of trust preferred securities are entitled
to vote or consent under any of the circumstances described above, any of the
trust preferred securities that are owned by us or our affiliates or the
trustees or any of their affiliates, shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

PAYMENT AND PAYING AGENT

      Payments on the trust preferred securities shall be made to the
depositary, which shall credit the relevant accounts at the depositary on the
applicable distribution dates. If any trust preferred securities are not held
by the depositary, such payments shall be made by check mailed to the address
of the holder as such address shall appear on the register.

      Unless otherwise specified in the applicable prospectus supplement, the
paying agent shall initially be Wells Fargo Bank Minnesota, N.A. and any co-
paying agent chosen by the property trustee and acceptable to us and to the
administrative trustees. The paying agent shall be permitted to resign as
paying agent upon 30 days' written notice to the administrative trustees and to
the property trustee. In the event that Wells Fargo Bank Minnesota shall no
longer be the paying agent, the property trustee will appoint a successor to
act as paying agent, which will be a bank or trust company acceptable to the
administrative trustees and to us.

REGISTRAR AND TRANSFER AGENT

      Unless otherwise specified in the applicable prospectus supplement, Wells
Fargo Bank Minnesota, N.A. will act as registrar and transfer agent for the
trust preferred securities.

                                       32
<PAGE>

      Registration of transfers of trust preferred securities will be effected
without charge by or on behalf of the applicable trust, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. A trust will not be required to register or cause to be
registered the transfer of its trust preferred securities after such trust
preferred securities have been called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

      Other than during the occurrence and continuance of an event of default
under the trust agreement, the property trustee undertakes to perform only the
duties that are specifically set forth in the applicable trust agreement. After
an event of default under the trust agreement, the property trustee must
exercise the same degree of care and skill as a prudent individual would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the property trustee is under no obligation to exercise any of the
powers vested in it by the applicable trust agreement at the request of any
holder of trust preferred securities unless it is offered indemnity
satisfactory to it by such holder against the costs, expenses and liabilities
that might be incurred. If no event of default under the trust agreement has
occurred and is continuing and the property trustee is required to decide
between alternative courses of action, construe ambiguous provisions in such
trust agreement or is unsure of the application of any provision of such trust
agreement, and the matter is not one upon which holders of trust preferred
securities are entitled under the applicable trust agreement to vote, then the
property trustee will take any action that we direct. If we do not provide
direction, the property trustee may take any action that it deems advisable and
in the best interests of the holders of the trust securities and will have no
liability except for its own bad faith, negligence or willful misconduct.

      We and our affiliates maintain certain accounts and other banking
relationships with the property trustee and its affiliates in the ordinary
course of business.

TRUST EXPENSES

      Pursuant to the applicable trust agreement, we, as depositor, agree to
pay:

    .  all debts and other obligations of the applicable trust (other than
       with respect to the trust preferred securities);

    .  all costs and expenses of such trust, including costs and expenses
       relating to the organization of such trust, the fees and expenses of
       the trustees and the cost and expenses relating to the operation of
       such trust; and

    .  any and all taxes and costs and expenses with respect thereto, other
       than United States withholding taxes, to which such trust might
       become subject.

GOVERNING LAW

      The trust agreements will be governed by and construed in accordance with
the laws of Delaware.

MISCELLANEOUS

      The administrative trustees are authorized and directed to conduct the
affairs of and to operate the applicable trust in such a way that it will not
be required to register as an "investment company" under the Investment Company
Act or characterized as other than a grantor trust for United States federal
income tax purposes. The administrative trustees are authorized and directed to
conduct their affairs so that the corresponding junior subordinated debt
securities will be treated as indebtedness of Wells Fargo for United States
federal income tax purposes.

                                       33
<PAGE>

      In this connection, we and the administrative trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of trust
of the applicable trust or the applicable trust agreement, that we and the
administrative trustees determine to be necessary or desirable to achieve such
end, as long as such action does not materially and adversely affect the
interests of the holders of the applicable trust preferred securities.

      Holders of the trust preferred securities have no preemptive or similar
rights.

      No trust may borrow money or issue debt or mortgage or pledge any of its
assets.

                                       34
<PAGE>

                               COMMON SECURITIES

      In connection with the issuance of trust preferred securities, the
applicable trust will issue one series of common securities. The prospectus
supplement relating to such issuance will specify the terms of such common
securities, including distributions, redemption, voting and liquidation rights.
Except for voting rights, the terms of the common securities will be
substantially identical to the terms of the trust preferred securities. The
common securities will rank equally, and payments will be made on the common
securities pro rata, with the trust preferred securities, except as set forth
under "Description of Trust Preferred Securities--Ranking of Common
Securities." Except in limited circumstances, the common securities of a trust
carry the right to vote to appoint, remove or replace any of the trustees of
that trust. We will own, directly or indirectly, all of the common securities
of the trusts.

                           DESCRIPTION OF GUARANTEES

      Set forth below is a summary of information concerning the guarantee that
we will execute and deliver for the benefit of the holders of trust preferred
securities when a trust issues trust securities. Each trust preferred
securities guarantee will be qualified as an indenture under the Trust
Indenture Act. The guarantee trustee for purposes of the Trust Indenture Act
will be named in the applicable prospectus supplement. The guarantee trustee
will hold the trust preferred securities guarantee for the benefit of the
holders of the trust preferred securities.

GENERAL

      Under a trust preferred securities guarantee, we will irrevocably and
unconditionally agree to pay in full to the holders of the trust securities,
except to the extent paid by the applicable trust, as and when due, regardless
of any defense, right of set-off or counterclaim which such trust may have or
assert, the following payments, which are referred to as guarantee payments,
without duplication:

    .  any accrued and unpaid distributions that are required to be paid on
       the trust preferred securities, to the extent such trust has funds
       available for distributions;

    .  the redemption price, plus all accrued and unpaid distributions
       relating to any trust preferred securities called for redemption by
       such trust, to the extent such trust has funds available for
       redemptions; and

    .  upon a voluntary or involuntary dissolution, winding-up or
       termination of such trust, other than in connection with the
       distribution of junior subordinated debt securities to the holders of
       trust preferred securities or the redemption of all of the trust
       preferred securities, the lesser of:

      .  the aggregate of the liquidation amount and all accrued and
         unpaid distributions on the trust preferred securities to the
         date of payment to the extent such trust has funds available; and

      .  the amount of assets of such trust remaining for distribution to
         holders of the trust preferred securities in liquidation of such
         trust.

The redemption price and liquidation amount will be fixed at the time the trust
preferred securities are issued.

      Our obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts to the holders of trust preferred securities or
by causing the applicable trust to pay such amounts to such holders.

                                       35
<PAGE>

      A trust preferred securities guarantee will not apply to any payment of
distributions except to the extent a trust shall have funds available for such
payments. If we do not make interest payments on the junior subordinated debt
securities purchased by a trust, such trust will not pay distributions on the
trust preferred securities and will not have funds available for such payments.
See "--Status of the Guarantees." Because we are a holding company, our rights
to participate in the assets of any of our subsidiaries upon the subsidiary's
liquidation or reorganization will be subject to the prior claims of the
subsidiary's creditors except to the extent that we may ourselves be a creditor
with recognized claims against the subsidiary. Except as otherwise described in
the applicable prospectus supplement, the trust preferred securities guarantees
do not limit the incurrence or issuance by us of other secured or unsecured
debt.

      A trust preferred securities guarantee, when taken together with our
obligations under the junior subordinated debt securities, the junior
subordinated indenture and the applicable trust agreement, including our
obligations to pay costs, expenses, debts and liabilities of the applicable
trust, other than those relating to trust securities, will provide a full and
unconditional guarantee on a subordinated basis of payments due on the trust
preferred securities.

      We have also agreed separately to irrevocably and unconditionally
guarantee the obligations of each trust with respect to the common securities
to the same extent as the trust preferred securities guarantees.

STATUS OF THE GUARANTEES

      A guarantee will be unsecured and will rank:

    .  subordinate and junior in right of payment to all our other
       liabilities in the same manner as the junior subordinated debt
       securities as set forth in the junior subordinated indenture; and

    .  equally with all other trust preferred security guarantees that we
       issue.

      A guarantee will constitute a guarantee of payment and not of collection,
which means that the guaranteed party may sue the guarantor to enforce its
rights under the guarantee without suing any other person or entity. A
guarantee will be held for the benefit of the holders of the related trust
securities. A guarantee will be discharged only by payment of the guarantee
payments in full to the extent not paid by the trust or upon the junior
subordinated debt securities.

AMENDMENTS AND ASSIGNMENT

      A trust preferred securities guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding relevant trust preferred securities. No vote will be
required, however, for any changes that do not adversely affect the rights of
holders of such trust preferred securities. All guarantees and agreements
contained in a trust preferred securities guarantee will bind our successors,
assignees, receivers, trustees and representatives and will be for the benefit
of the holders of the trust preferred securities then outstanding.

TERMINATION OF THE GUARANTEES

      A trust preferred securities guarantee will terminate upon full payment
of the redemption price of all related trust preferred securities, upon
distribution of the corresponding junior

                                       36
<PAGE>

subordinated debt securities to the holders of the related trust securities or
upon full payment of the amounts payable in accordance with the applicable
trust agreement upon liquidation of the trust. A trust preferred securities
guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of related trust preferred securities must
restore payment of any sums paid under the related trust preferred securities
or the trust preferred securities guarantee.

EVENTS OF DEFAULT

      An event of default under a trust preferred securities guarantee will
occur if we fail to perform any payment or other obligation under such
guarantee.

      The holders of a majority in liquidation amount of the related trust
preferred securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the applicable trust preferred securities guarantee or to direct the
exercise of any trust or power conferred upon the guarantee trustee under the
guarantee. Any holder of related trust preferred securities may institute a
legal proceeding directly against us to enforce the guarantee trustee's rights
and our obligations under the applicable trust preferred securities guarantee,
without first instituting a legal proceeding against such trust, the guarantee
trustee or any other person or entity.

      As guarantor, we are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all applicable
conditions and covenants under the trust preferred securities guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

      Prior to the occurrence of a default relating to a trust preferred
securities guarantee, the guarantee trustee is required to perform only the
duties that are specifically set forth in such trust preferred securities
guarantee. Following the occurrence of a default, the guarantee trustee will
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Provided that the foregoing requirements
have been met, the guarantee trustee is under no obligation to exercise any of
the powers vested in it by the trust preferred securities guarantee at the
request of any holder of trust preferred securities, unless offered indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred thereby.

      We and our affiliates maintain certain accounts and other banking
relationships with the guarantee trustee and its affiliates in the ordinary
course of business.

GOVERNING LAW

      The trust preferred securities guarantees will be governed by and
construed in accordance with the internal laws of the state of New York.

                                       37
<PAGE>

          RELATIONSHIP AMONG TRUST PREFERRED SECURITIES, CORRESPONDING
               JUNIOR SUBORDINATED DEBT SECURITIES AND GUARANTEES

      As set forth in the applicable trust agreement, the sole purpose of a
trust is to issue the trust securities and to invest the proceeds in the
corresponding junior subordinated debt securities.

      As long as payments of interest and other payments are made when due on
the applicable series of junior subordinated debt securities, those payments
will be sufficient to cover the distributions and payments due on the related
trust securities. This is due to the following factors:

    .  the aggregate principal amount of such junior subordinated debt
       securities will be equal to the sum of the aggregate stated
       liquidation amount of such trust securities;

    .  the interest rate and the interest and other payment dates on such
       junior subordinated debt securities will match the distribution rate
       and distribution and other payment dates for such trust securities;

    .  under the junior subordinated indenture, we will pay, and the
       applicable trust will not be obligated to pay, directly or
       indirectly, all costs, expenses, debts and obligations of such trust,
       other than those relating to such trust securities; and

    .  the applicable trust agreement further provides that the trustees may
       not cause or permit the trust to engage in any activity that is not
       consistent with the purposes of the trust.

      To the extent that funds are available, we guarantee payments of
distributions and other payments due on trust preferred securities to the
extent described in this prospectus. If we do not make interest payments on the
applicable series of junior subordinated debt securities, the related trust
will not have sufficient funds to pay distributions on the trust preferred
securities. A trust preferred securities guarantee is a subordinated guarantee
in relation to the trust preferred securities. A trust preferred securities
guarantee does not apply to any payment of distributions unless and until such
trust has sufficient funds for the payment of such distributions. See
"Description of Guarantees."

      We have the right to set off any payment that we are otherwise required
to make under the junior subordinated indenture with any payment that we have
previously made or are concurrently on the date of such payment making under a
related guarantee.

      A trust preferred securities guarantee covers the payment of
distributions and other payments on the trust preferred securities only if and
to the extent that we have made a payment of interest or principal or other
payments on the corresponding junior subordinated debt securities. A trust
preferred securities guarantee, when taken together with our obligations under
the corresponding junior subordinated debt securities and the junior
subordinated indenture and our obligations under the applicable trust
agreement, will provide a full and unconditional guarantee of distributions,
redemption payments and liquidation payments on the related trust preferred
securities.

      If we fail to make interest or other payments on the junior subordinated
debt securities when due, taking account of any extension period, the
applicable trust agreement allows the holders of the related trust preferred
securities to direct the property trustee to enforce its rights under the
junior subordinated debt securities. If the property trustee fails to enforce
these rights, any holder of such trust preferred securities may directly sue us
to enforce such rights without first suing the property trustee or any other
person or entity. See "Description of Trust Preferred Securities--Voting
Rights; Amendment of the Trust Agreement."

                                       38
<PAGE>

      A holder of trust preferred securities may institute a direct action if
we fail to make interest or other payments on the junior subordinated debt
securities when due, taking account of any extension period. A direct action
may be brought without first:

    .  directing the property trustee to enforce the terms of the
       corresponding junior subordinated debt securities, or

    .  suing us to enforce the property trustee's rights under such junior
       subordinated debt securities. (Sections 503, 508)

In connection with such direct action, we will be subrogated to the rights of
such holder of trust preferred securities under the applicable trust agreement
to the extent of any payment made by us to such holder of trust preferred
securities. Consequently, we will be entitled to payment of amounts that a
holder of trust preferred securities receives in respect of an unpaid
distribution to the extent that such holder receives or has already received
full payment relating to such unpaid distribution from such trust.

      We acknowledge that the guarantee trustee will enforce the trust
preferred securities guarantees on behalf of the holders of the trust preferred
securities. If we fail to make payments under the trust preferred securities
guarantee, the holders of the related trust preferred securities may direct the
guarantee trustee to enforce its rights under such guarantee. If the guarantee
trustee fails to enforce the trust preferred securities guarantee, any holder
of trust preferred securities may directly sue us to enforce the guarantee
trustee's rights under the trust preferred securities guarantee. Such holder
need not first sue the applicable trust, the guarantee trustee, or any other
person or entity. A holder of trust preferred securities may also directly sue
us to enforce such holder's right to receive payment under the trust preferred
securities guarantees. Such holder need not first direct the guarantee trustee
to enforce the terms of the trust preferred securities guarantee or sue such
trust or any other person or entity.

      We and each trust believe that the above mechanisms and obligations,
taken together, are equivalent to a full and unconditional guarantee by us of
payments due on the trust preferred securities. See "Description of
Guarantees--General."

LIMITED PURPOSE OF TRUST

      Each trust's preferred securities evidence a beneficial interest in such
trust, and such trust exists for the sole purpose of issuing its trust
preferred securities and common securities and investing the proceeds in
corresponding junior subordinated debt securities issued by Wells Fargo. A
principal difference between the rights of a holder of a trust preferred
security and a holder of a corresponding junior subordinated debt security is
that a holder of a corresponding junior subordinated debt security is entitled
to receive from us the principal amount of and interest accrued on such
corresponding junior subordinated debt securities held, while a holder of trust
preferred securities is entitled to receive distributions from such trust, or
from us under the related guarantee, if and to the extent such trust has funds
available for the payment of such distributions.

RIGHTS UPON DISSOLUTION

      Upon any voluntary or involuntary dissolution, winding up or liquidation
of a trust involving the liquidation of the corresponding junior subordinated
debt securities, after satisfaction of liabilities to creditors of such trust,
the holders of the related trust preferred securities will be entitled to

                                       39
<PAGE>

receive, out of the assets held by such trust, the liquidation distribution in
cash. See "Description of Trust Preferred Securities--Liquidation Distribution
Upon Termination." Upon any voluntary or involuntary liquidation or bankruptcy
of Wells Fargo, the property trustee, as holder of the corresponding junior
subordinated debt securities, would be a subordinated creditor of Wells Fargo,
subordinated in right of payment to all Senior Debt as set forth in the junior
subordinated indenture, but entitled to receive payment in full of principal
and interest before any of our stockholders receive distributions. Since we are
the guarantor under the guarantee and have agreed to pay for all costs,
expenses and liabilities of each trust, other than such trust's obligations to
the holders of its trust preferred securities, the positions of a holder of
such trust preferred securities and a holder of such corresponding junior
subordinated debt securities relative to other creditors and to our
stockholders in the event of liquidation or bankruptcy are expected to be
substantially the same.

                              PLAN OF DISTRIBUTION

      We and the trusts may sell the securities offered under this prospectus
through agents, through underwriters or dealers or directly to one or more
purchasers. We may also offer the securities in exchange for our outstanding
indebtedness.

      Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933, and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.

      The distribution of the securities offered under this prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.

      We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe in the
applicable prospectus supplement how any auction will be conducted to determine
the price or any other terms of the securities, how potential investors may
participate in the auction and, where applicable, the nature of the
underwriters' obligations with respect to the auction.

      If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will set
forth the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.

      If the applicable prospectus supplement indicates, we or a trust will
authorize dealers or agents to solicit offers by institutions to purchase
offered securities under contracts that provide for payment and delivery on a
future date. We or a trust must approve all institutions, but they may include,
among others:

    .  commercial and savings banks;

    .  insurance companies;

                                       40
<PAGE>

    .  pension funds;

    .  investment companies; and

    .  educational and charitable institutions.

The institutional purchaser's obligations under the contract are only subject
to the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and
agents will not be responsible for the validity or performance of the
contracts.

      One or more of our indirectly, wholly-owned subsidiaries, Wells Fargo
Brokerage Services, LLC, Wells Fargo Investments, LLC or Wells Fargo
Institutional Services, LLC, may help place some of the securities offered
under this prospectus. If this occurs, the placement will comply with Rule 2720
of the Conduct Rules of the National Association of Securities Dealers, Inc.
and will be made under an agreement between us and the applicable subsidiary.
This agreement will authorize such subsidiary to contact its existing
customers, which are financial institutions and sophisticated investors, to
inform them that the securities offered by this prospectus can be purchased
from us. Such subsidiary will forward any orders for such securities to us for
acceptance. We will pay such subsidiary a commission at the same rate as the
commissions we pay to the other agents that are offering securities under the
same prospectus supplement.

      We and the trusts may have agreements with the underwriters, dealers and
agents, including WFBS, to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, or to contribute with respect
to payments which the underwriters, dealers or agents may be required to make
as a result of those certain civil liabilities.

      If we offer bearer debt securities under this prospectus, each
underwriter, dealer and agent that participates in the distribution of any
original issuance of bearer debt securities will agree not to offer, sell or
deliver bearer debt securities to a United States citizen or to any person
within the United States, unless federal law permits otherwise.

      When we or a trust issue securities, they may be new securities with no
established trading market. If we or a trust sell a security offered by this
prospectus to an underwriter for public offering and sale, the underwriter may
make a market for that security, but the underwriter will not be obligated to
do so and could discontinue any market making without notice at any time.
Therefore, we cannot give any assurances to you concerning the liquidity of any
security offered by this prospectus.

      Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.

                                       41
<PAGE>

                                 LEGAL OPINIONS

      Laurel A. Holschuh, who is our Senior Vice President and Assistant
General Counsel, or another of our lawyers, will issue an opinion about the
legality of the securities offered by this prospectus. Ms. Holschuh owns, or
has the right to acquire, a number of shares of our common stock which
represents less than 0.1% of the total outstanding common stock. Certain legal
matters will be passed upon for any underwriters or agents by Gibson, Dunn &
Crutcher LLP, San Francisco, California. Gibson, Dunn & Crutcher LLP represents
us and certain of our subsidiaries in other legal matters. Our counsel may rely
on Gibson, Dunn & Crutcher LLP as to matters of New York law.

                                    EXPERTS

      The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2000 have been incorporated by
reference in this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on our consolidated financial
statements issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in this prospectus in reliance upon their report and said authority.

                                       42
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrants in connection with the issuance and
distribution of the securities being registered:

<TABLE>
      <S>                                                              <C>
      Registration Fee...............................................  $375,000
      Legal Fees and Expenses*.......................................   100,000
      Trustee Fees and Expenses*.....................................    25,000
      Accounting Fees and Expenses*..................................    55,000
      Blue Sky and Legal Investment Fees and Expenses*...............    25,000
      Printing and Engraving Fees*...................................    80,000
      Rating Agency Fees*............................................   200,000
      Listing Fees*..................................................    50,000
      Miscellaneous*.................................................    22,500
                                                                       --------
      Total*.........................................................  $932,500
                                                                       ========
</TABLE>
- -------------
*Estimated pursuant to instruction to Item 511 of Regulation S-K.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with litigation. Article Fourteenth of the restated certificate of
incorporation of Wells Fargo & Company ("Wells Fargo") provides for broad
indemnification of directors and officers. Wells Fargo also maintains insurance
coverage relating to certain liabilities of directors and officers.

      Pursuant to the terms of forms of underwriting agreements and form of
distribution agreement filed as Exhibits 1(a), 1(b), 1(c) and 1(d) to this
Registration Statement, the directors and officers of the Registrants will be
indemnified against certain civil liabilities that they may incur under the
Securities Act of 1933 in connection with this Registration Statement and the
related Prospectus and applicable Prospectus Supplement.

ITEM 16. EXHIBITS

      The following Exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
      <C>  <S>
      1(a) Form of Underwriting Agreement for Debt Securities.

      1(b) Form of Underwriting Agreement for Preferred Stock (incorporated by
           reference to the same numbered exhibit to Amendment No. 1 to Wells
           Fargo's Registration Statement on Form S-3 dated June 15, 1999).

      1(c) Form of Distribution Agreement (incorporated by reference to the
           same numbered exhibit to Amendment No. 1 to Wells Fargo's
           Registration Statement on Form S-3 dated June 15, 1999).

      1(d) Form of Underwriting Agreement for Preferred Securities.

</TABLE>


                                      II-1
<PAGE>

<TABLE>
<CAPTION>
      <C>  <S>
      4(a) Restated Certificate of Incorporation, as amended (incorporated by
           reference to Exhibit 3(b) to Wells Fargo's Current Report on Form 8-
           K dated June 28, 1993, Exhibit 3 to Wells Fargo's Current Report on
           Form 8-K dated July 3, 1995, and Exhibits 3(b) and 3(c) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(b) Certificate of Amendment of Certificate of Incorporation
           (incorporated by reference to Exhibit 3(b) to Wells Fargo's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).

      4(c) Certificate of Change of Location of Registered Office and Change of
           Registered Agent (incorporated by reference to Exhibit 3(b) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended June 30,
           1999).

      4(d) Certificate of Designations for ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 4 to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1994).

      4(e) Certificate of Designations for 1995 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 4 to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1995).

      4(f) Certificate of Designations for 1996 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated February 26, 1996).

      4(g) Certificate of Designations for 1997 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 14, 1997).

      4(h) Certificate of Designations for 1998 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 20, 1998).

      4(i) Certificate of Designations for 1999 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3(b) to Wells
           Fargo's Current Report on Form 8-K dated April 21, 1999).

      4(j) Certificate of Designations for 2000 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3(o) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended March
           31, 2000).

      4(k) Certificate of Designations for 2001 ESOP Cumulative Convertible
           Preferred Stock (incorporated by reference to Exhibit 3 to Wells
           Fargo's Current Report on Form
           8-K dated April 17, 2001).

      4(l) Certificate of Designations for Adjustable Cumulative Preferred
           Stock, Series B (incorporated by reference to Exhibit 3(j) to Wells
           Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(m) Certificate of Designations for Fixed/Adjustable Rate Noncumulative
           Preferred Stock, Series H (incorporated by reference to Exhibit 3(k)
           to Wells Fargo's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998).

      4(n) Certificate of Designations for Series C Junior Participating
           Preferred Stock (incorporated by reference to Exhibit 3(l) to Wells
           Fargo's Annual Report on Form 10-K for the year ended December 31,
           1998).

</TABLE>



                                      II-2
<PAGE>

<TABLE>
<CAPTION>
      <C>   <S>
      4(o)  Certificate Eliminating the Certificate of Designations for
            Cumulative Convertible Preferred Stock, Series B (incorporated by
            reference to Exhibit 3(a) to Wells Fargo's Current Report on Form
            8-K dated November 1, 1995).

      4(p)  Certificate Eliminating the Certificate of Designations for 10.24%
            Cumulative Preferred Stock (incorporated by reference to Exhibit 3
            to Wells Fargo's Current Report on Form 8-K dated February 20,
            1996).

      4(q)  Certificate Eliminating the Certificate of Designations for Series
            A Junior Participating Preferred Stock (incorporated by reference
            to Exhibit 3(a) to Wells Fargo's Current Report on Form 8-K dated
            April 21, 1999).

      4(r)  Certificate Eliminating the Certificate of Designations for
            Cumulative Tracking Preferred Stock (incorporated by reference to
            Exhibit 3(o) to Well Fargo's Annual Report on Form 10-K for the
            year ended December 31, 1999).

      4(s)  By-Laws (incorporated by reference to Exhibit 3(m) to Wells Fargo's
            Annual Report on Form 10-K for the year ended December 31, 1998).

      4(t)  Rights Agreement, dated as of October 21, 1998, between Norwest
            Corporation (now named Wells Fargo & Company) and ChaseMellon
            Shareholder Services, L.L.C., as Rights Agent (incorporated by
            reference to Exhibit 4.1 to Wells Fargo's Registration Statement on
            Form 8-A dated October 21, 1998).

      4(u)  Form of Senior Indenture (incorporated by reference to Exhibit 4(q)
            to Amendment No. 1 to Wells Fargo's Registration Statement on
            Form S-3 dated June 15, 1999).

      4(v)  Form of Subordinated Indenture (incorporated by reference to
            Exhibit 4(r) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(w)  Form of Junior Subordinated Indenture.

      4(x)  Forms of Registered Medium-Term Notes.

      4(y)  Form of Senior Note (incorporated by reference to Exhibit 4(t) to
            Amendment No. 1 to Wells Fargo's Registration Statement on Form S-3
            dated June 15, 1999).

      4(z)  Form of Subordinated Note (incorporated by reference to
            Exhibit 4(u) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(aa) Form of Junior Subordinated Note.

      4(bb) Form of Certificate of Designations of Powers, Preferences and
            Rights of Preferred Stock (incorporated by reference to
            Exhibit 4(v) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(cc) Form of Preferred Stock Certificate (incorporated by reference to
            Exhibit 4(w) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(dd) Form of Convertible Preferred Stock Certificate (incorporated by
            reference to Exhibit 4(x) to Amendment No. 1 to Wells Fargo's
            Registration Statement on Form S-3 dated June 15, 1999).

</TABLE>


                                      II-3
<PAGE>

<TABLE>
<CAPTION>
      <C>   <S>
      4(ee) Form of Convertible Preferred Stock Certificate (incorporated by
            reference to Exhibit 4(x) to Amendment No. 1 to Wells Fargo's
            Registration Statement on Form S-3 dated June 15, 1999).

      4(ff) Form of Deposit Agreement, including form of Depositary Receipt
            (incorporated by reference to Exhibit 4(y) to Amendment No. 1 to
            Wells Fargo's Registration Statement on Form S-3 dated June 15,
            1999).

      4(gg) Form of Debt Warrant Agreement, including form of Debt Warrant
            Certificate (incorporated by reference to Exhibit 4(z) to
            Amendment No. 1 to Wells Fargo's Registration Statement on Form S-3
            dated June 15, 1999).

      4(hh) Form of Preferred Stock Warrant Agreement, including form of
            Preferred Stock Warrant Certificate (incorporated by reference to
            Exhibit 4(a)(a) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(ii) Form of Common Stock Warrant Agreement, including form of Common
            Stock Warrant Certificate (incorporated by reference to
            Exhibit 4(b)(b) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(jj) Form of Common Stock Certificate (incorporated by reference to
            Exhibit 4(c)(c) to Amendment No. 1 to Wells Fargo's Registration
            Statement on Form S-3 dated June 15, 1999).

      4(kk) Certificates of Trust of each of Wells Fargo Capital IV, Wells
            Fargo Capital V, Wells Fargo Capital VI and Wells Fargo Capital VII
            (the "Trusts").

      4(ll) Declarations of Trust and Trust Agreements of each of the Trusts.

      4(mm) Form of Amended and Restated Declaration of Trust and Trust
            Agreement.

      4(nn) Form of Preferred Security Certificate (included as part of Exhibit
            4(mm)).

      4(oo) Form of Guarantee Agreement.

            Wells Fargo and certain of its consolidated subsidiaries have
            outstanding certain long-term debt. No individual series of such
            debt exceeds 10% of the total assets of Wells Fargo and its
            consolidated subsidiaries. Copies of instruments with respect to
            long-term debt will be furnished to the Commission upon request.

      5(a)  Opinion of Assistant General Counsel of Wells Fargo.

      5(b)  Opinion of Richards, Layton & Finger.

      12    Computations of ratio of earnings to fixed charges and ratio of
            earnings to fixed charges and Preferred Stock dividends
            (incorporated by reference to Exhibits 99(a) and 99(b) to Wells
            Fargo's Quarterly Report on Form 10-Q for the quarter ended June
            30, 2001).

      23(a) Consent of Assistant General Counsel of Wells Fargo (included as
            part of Exhibit 5(a)).

      23(b) Consent of Richards, Layton & Finger (included as part of
            Exhibit 5(b)).

      23(c) Consent of KPMG LLP.

      24(a) Powers of Attorney of Wells Fargo.

      24(b) Powers of Attorney of each Trust (included as part of Exhibit
            4(ll)).
</TABLE>


                                      II-4
<PAGE>

ITEM 17. UNDERTAKINGS

      (a)Each of the undersigned Registrants 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 Securities Act of 1933;

                  (ii)to reflect in the prospectus any facts or events arising
            after the effective date of the 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 the Registration Statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            Registration Statement;

                  (iii)to include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
    if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed by the
    Registrants pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 that are incorporated by reference in the Registration
    Statement.

          (2)That, for the purpose of determining any liability under the
    Securities Act of 1933, 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.

          (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) Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the 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.

                                      II-5
<PAGE>

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of each Registrant pursuant to the foregoing provisions, or otherwise,
each of the Registrants has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
Registrant of expenses incurred or paid by a director, officer, or controlling
person of such 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, such 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 Act and
will be governed by the final adjudication of such issue.

      (d) Each of the undersigned Registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

                                      II-6
<PAGE>

                                   SIGNATURES

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON AUGUST
8, 2001.

                                      WELLS FARGO & COMPANY

                                              /s/ Richard M. Kovacevich
                                      By: _____________________________________
                                                Richard M. Kovacevich
                                       Chairman, President and Chief Executive
                                                       Officer

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
TRUSTS CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT THEY MEET ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAVE 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 AUGUST
8, 2001.

                                      WELLS FARGO CAPITAL IV
                                      WELLS FARGO CAPITAL V
                                      WELLS FARGO CAPITAL VI
                                      WELLS FARGO CAPITAL VII

                                      By:Wells Fargo & Company, as Agent

                                              /s/ Richard M. Kovacevich
                                      By: _____________________________________
                                       Richard M. Kovacevich, Attorney-in-Fact

   PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON AUGUST 8, 2001 BY THE FOLLOWING
PERSONS IN THE CAPACITIES WITH WELLS FARGO & COMPANY INDICATED:

/s/ Richard M. Kovacevich           Chairman, President and Chief Executive
__________________________________  Officer
 Richard M. Kovacevich              (Principal Executive Officer)

/s/ Howard I. Atkins                Executive Vice President and Chief
__________________________________  Financial Officer
 Howard I. Atkins                   (Principal Financial Officer)

/s/ Les L. Quock                    Senior Vice President and Controller
__________________________________  (Principal Accounting Officer)
 Les L. Quock

LESLIE S. BILLER
J.A. BLANCHARD III
MICHAEL R. BOWLIN
DAVID A. CHRISTENSEN
SPENCER F. ECCLES
SUSAN E. ENGEL
ROBERT L. JOSS
REATHA CLARK KING
RICHARD M. KOVACEVICH                 A majority of the Board of Directors of
RICHARD D. McCORMICK                  Wells Fargo & Company*
CYNTHIA H. MILLIGAN
BENJAMIN F. MONTOYA
PHILIP J. QUIGLEY
DONALD B. RICE
JUDITH M. RUNSTAD
SUSAN G. SWENSON
MICHAEL W. WRIGHT
- ------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by the directors named and filed with the Securities and
Exchange Commission on behalf of such directors.

                                               /s/ Richard M. Kovacevich
                                      _________________________________________
                                          Richard M. Kovacevich, Attorney-in-
                                                         Fact


                                      II-7
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                     FORM OF
 ------ -----------                                                     FILING
                                                                        -------
 <C>    <S>                                                             <C>
 1(a)   *Form of Underwriting Agreement for Debt Securities.

 1(b)   Form of Underwriting Agreement for Preferred Stock
        (incorporated by reference to the same numbered exhibit to
        Amendment No. 1 to Wells Fargo's Registration Statement on
        Form S-3 dated June 15, 1999).

 1(c)   Form of Distribution Agreement (incorporated by reference to
        the same numbered exhibit to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 1(d)   *Form of Underwriting Agreement for Preferred Securities.

 4(a)   Restated Certificate of Incorporation, as amended
        (incorporated by reference to Exhibit 3(b) to Wells Fargo's
        Current Report on Form 8-K dated June 28, 1993, Exhibit 3 to
        Wells Fargo's Current Report on Form 8-K dated July 3, 1995,
        and Exhibits 3(b) and 3(c) to Wells Fargo's Quarterly Report
        on Form 10-Q for the quarter ended September 30, 1998).

 4(b)   Certificate of Amendment of Certificate of Incorporation
        (incorporated by reference to Exhibit 3(b) to Wells Fargo's
        Quarterly Report on Form 10-Q for the quarter ended March 31,
        2001).

 4(c)   Certificate of Change of Location of Registered Office and
        Change of Registered Agent (incorporated by reference to
        Exhibit 3(b) to Wells Fargo's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 1999).

 4(d)   Certificate of Designations for ESOP Cumulative Convertible
        Preferred Stock (incorporated by reference to Exhibit 4 to
        Wells Fargo's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1994).

 4(e)   Certificate of Designations for 1995 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 4 to Wells Fargo's Quarterly Report on Form 10-Q for
        the quarter ended March 31, 1995).

 4(f)   Certificate of Designations for 1996 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3 to Wells Fargo's Current Report on Form 8-K dated
        February 26, 1996).

 4(g)   Certificate of Designations for 1997 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3 to Wells Fargo's Current Report on Form 8-K dated
        April 14, 1997).

 4(h)   Certificate of Designations for 1998 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3 to Wells Fargo's Current Report on Form 8-K dated
        April 20, 1998).

 4(i)   Certificate of Designations for 1999 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3(b) to Wells Fargo's Current Report on Form 8-K
        dated April 21, 1999).

 4(j)   Certificate of Designations for 2000 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3(o) to Wells Fargo's Quarterly Report on Form 10-Q
        for the quarter ended March 31, 2000).

</TABLE>



                                       1
<PAGE>

<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                     FORM OF
 ------ -----------                                                     FILING
                                                                        -------
 <C>    <S>                                                             <C>
 4(k)   Certificate of Designations for 2001 ESOP Cumulative
        Convertible Preferred Stock (incorporated by reference to
        Exhibit 3 to Wells Fargo's Current Report on Form 8-K dated
        April 17, 2001).

 4(l)   Certificate of Designations for Adjustable Cumulative
        Preferred Stock, Series B (incorporated by reference to
        Exhibit 3(j) to Wells Fargo's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1998).

 4(m)   Certificate of Designations for Fixed/Adjustable Rate
        Noncumulative Preferred Stock, Series H (incorporated by
        reference to Exhibit 3(k) to Wells Fargo's Quarterly Report
        on Form 10-Q for the quarter ended September 30, 1998).

 4(n)   Certificate of Designations for Series C Junior Participating
        Preferred Stock (incorporated by reference to Exhibit 3(l) to
        Wells Fargo's Annual Report on Form 10-K for the year ended
        December 31, 1998).



 4(o)   Certificate Eliminating the Certificate of Designations for
        Cumulative Convertible Preferred Stock, Series B
        (incorporated by reference to Exhibit 3(a) to Wells Fargo's
        Current Report on Form 8-K dated November 1, 1995).

 4(p)   Certificate Eliminating the Certificate of Designations for
        10.24% Cumulative Preferred Stock (incorporated by reference
        to Exhibit 3 to Wells Fargo's Current Report on Form 8-K
        dated February 20, 1996).

 4(q)   Certificate Eliminating the Certificate of Designations for
        Series A Junior Participating Preferred Stock (incorporated
        by reference to Exhibit 3(a) to Wells Fargo's Current Report
        on Form 8-K dated April 21, 1999).

 4(r)   Certificate Eliminating the Certificate of Designations for
        Cumulative Tracking Preferred Stock (incorporated by
        reference to Exhibit 3(o) to Well Fargo's Annual Report on
        Form 10-K for the year ended December 31, 1999).

 4(s)   By-Laws (incorporated by reference to Exhibit 3(m) to Wells
        Fargo's Annual Report on Form 10-K for the year ended
        December 31, 1998).

 4(t)   Rights Agreement, dated as of October 21, 1998, between
        Norwest Corporation (now named Wells Fargo & Company) and
        ChaseMellon Shareholder Services, L.L.C., as Rights Agent
        (incorporated by reference to Exhibit 4.1 to Wells Fargo's
        Registration Statement on Form 8-A dated October 21, 1998).

 4(u)   Form of Senior Indenture (incorporated by reference to
        Exhibit 4(q) to Amendment No. 1 to Wells Fargo's Registration
        Statement on Form S-3 dated June 15, 1999).

 4(v)   Form of Subordinated Indenture (incorporated by reference to
        Exhibit 4(r) to Amendment No. 1 to Wells Fargo's Registration
        Statement on Form S-3 dated June 15, 1999).

 4(w)   *Form of Junior Subordinated Indenture.

 4(x)   *Forms of Registered Medium-Term Notes.

</TABLE>



                                       2
<PAGE>

<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 4(y)   Form of Senior Note (incorporated by reference to
        Exhibit 4(t) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(z)   Form of Subordinated Note (incorporated by reference to
        Exhibit 4(u) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(aa)  *Form of Junior Subordinated Note.

 4(bb)  Form of Certificate of Designations of Powers,
        Preferences and Rights of Preferred Stock (incorporated
        by reference to Exhibit 4(v) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(cc)  Form of Preferred Stock Certificate (incorporated by
        reference to Exhibit 4(w) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(dd)  Form of Convertible Preferred Stock Certificate
        (incorporated by reference to Exhibit 4(x) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ee)  Form of Convertible Preferred Stock Certificate
        (incorporated by reference to Exhibit 4(x) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ff)  Form of Deposit Agreement, including form of Depositary
        Receipt (incorporated by reference to Exhibit 4(y) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(gg)  Form of Debt Warrant Agreement, including form of Debt
        Warrant Certificate (incorporated by reference to
        Exhibit 4(z) to Amendment No. 1 to Wells Fargo's
        Registration Statement on Form S-3 dated June 15, 1999).

 4(hh)  Form of Preferred Stock Warrant Agreement, including
        form of Preferred Stock Warrant Certificate
        (incorporated by reference to Exhibit 4(a)(a) to
        Amendment No. 1 to Wells Fargo's Registration Statement
        on Form S-3 dated June 15, 1999).

 4(ii)  Form of Common Stock Warrant Agreement, including form
        of Common Stock Warrant Certificate (incorporated by
        reference to Exhibit 4(b)(b) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(jj)  Form of Common Stock Certificate (incorporated by
        reference to Exhibit 4(c)(c) to Amendment No. 1 to Wells
        Fargo's Registration Statement on Form S-3 dated
        June 15, 1999).

 4(kk)  Certificates of Trust of each of Wells Fargo Capital IV,
        Wells Fargo Capital V, Wells Fargo Capital VI and Wells    Electronic
        Fargo Capital VII (the "Trusts").                          Transmission

 4(ll)  Declarations of Trust and Trust Agreements of each of      Electronic
        the Trusts.                                                Transmission

 4(mm)  *Form of Amended and Restated Declaration of Trust and
        Trust Agreement.

</TABLE>



                                       3
<PAGE>

<TABLE>
<CAPTION>
 NUMBER DESCRIPTION                                                  FORM OF
 ------ -----------                                                   FILING
                                                                     -------
 <C>    <S>                                                        <C>
 4(nn)  Form of Preferred Security Certificate (included as part
        of Exhibit 4(mm)).

 4(oo)  *Form of Guarantee Agreement.

        Wells Fargo and certain of its consolidated subsidiaries
        have outstanding certain long-term debt. No individual
        series of such debt exceeds 10% of the total assets of
        Wells Fargo and its consolidated subsidiaries. Copies of
        instruments with respect to long-term debt will be
        furnished to the Commission upon request.

 5(a)   Opinion of Assistant General Counsel of Wells Fargo.       Electronic
                                                                   Transmission

 5(b)   Opinion of Richards, Layton & Finger.                      Electronic
                                                                   Transmission

 12     Computations of ratio of earnings to fixed charges and
        ratio of earnings to fixed charges and Preferred Stock
        dividends (incorporated by reference to Exhibits 99(a)
        and 99(b) to Wells Fargo's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 2001).

 23(a)  Consent of Assistant General Counsel of Wells Fargo
        (included as part of Exhibit 5(a)).

 23(b)  Consent of Richards, Layton & Finger (included as part
        of Exhibit 5(b)).

 23(c)  Consent of KPMG LLP.                                       Electronic
                                                                   Transmission

 24(a)  Powers of Attorney of Wells Fargo.                         Electronic
                                                                   Transmission

 24(b)  Powers of Attorney of each Trust (included as part of
        Exhibit 4(ll)).
</TABLE>
- --------
*  To be filed by amendment.

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.KK
<SEQUENCE>3
<FILENAME>dex4kk.txt
<DESCRIPTION>CERT. OF TRUST OF WELLS FARGO CAPITAL IV - VII
<TEXT>
<PAGE>

                                                                   EXHIBIT 4(kk)


                              CERTIFICATE OF TRUST
                                       OF
                             WELLS FARGO CAPITAL IV


         THIS CERTIFICATE OF TRUST OF WELLS FARGO CAPITAL IV (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, and Laurel A. Holschuh and Barbara S. Brett, each an individual, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

         1.       NAME. The name of the business trust formed hereby is Wells
                  Fargo Capital IV.

         2.       DELAWARE TRUSTEE. The name and business address of the trustee
                  of the Trust in the State of Delaware is Wilmington Trust
                  Company, Rodney Square North, 1100 North Market Street,
                  Wilmington, Delaware 19890-0001, Attention: Corporate Trust
                  Administration.

         3.       EFFECTIVE DATE. This Certificate of Trust shall be effective
                  upon filing.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                   WILMINGTON TRUST COMPANY, as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                           Name: Anita Dallago
                                                 ------------------------------
                                           Title: Financial Services Officer
                                                 ------------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       1
<PAGE>

                              CERTIFICATE OF TRUST
                                       OF
                              WELLS FARGO CAPITAL V


         THIS CERTIFICATE OF TRUST OF WELLS FARGO CAPITAL V (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, and Laurel A. Holschuh and Barbara S. Brett, each an individual, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

         1.       NAME. The name of the business trust formed hereby is Wells
                  Fargo Capital V.

         2.       DELAWARE TRUSTEE. The name and business address of the trustee
                  of the Trust in the State of Delaware is Wilmington Trust
                  Company, Rodney Square North, 1100 North Market Street,
                  Wilmington, Delaware 19890-0001, Attention: Corporate Trust
                  Administration.

         3.       EFFECTIVE DATE. This Certificate of Trust shall be effective
                  upon filing.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                   WILMINGTON TRUST COMPANY, as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                           Name: Anita Dallago
                                                -------------------------------
                                           Title: Financial Services Officer
                                                 ------------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       2
<PAGE>

                              CERTIFICATE OF TRUST
                                       OF
                             WELLS FARGO CAPITAL VI


         THIS CERTIFICATE OF TRUST OF WELLS FARGO CAPITAL VI (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, and Laurel A. Holschuh and Barbara S. Brett, each an individual, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

         1.       NAME. The name of the business trust formed hereby is Wells
                  Fargo Capital VI.

         2.       DELAWARE TRUSTEE. The name and business address of the trustee
                  of the Trust in the State of Delaware is Wilmington Trust
                  Company, Rodney Square North, 1100 North Market Street,
                  Wilmington, Delaware 19890-0001, Attention: Corporate Trust
                  Administration.

         3.       EFFECTIVE DATE. This Certificate of Trust shall be effective
                  upon filing.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                   WILMINGTON TRUST COMPANY, as Trustee


                                   By: /s/ Anita Dallago
                                      -----------------------------------------
                                           Name: Anita Dallago
                                                -------------------------------
                                           Title: Financial Services Officer
                                                  -----------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       3
<PAGE>

                              CERTIFICATE OF TRUST
                                       OF
                             WELLS FARGO CAPITAL VII


         THIS CERTIFICATE OF TRUST OF WELLS FARGO CAPITAL VII (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, and Laurel A. Holschuh and Barbara S. Brett, each an individual, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.) (the "Act").

         1.       NAME. The name of the business trust formed hereby is Wells
                  Fargo Capital VII.

         2.       DELAWARE TRUSTEE. The name and business address of the trustee
                  of the Trust in the State of Delaware is Wilmington Trust
                  Company, Rodney Square North, 1100 North Market Street,
                  Wilmington, Delaware 19890-0001, Attention: Corporate Trust
                  Administration.

         3.       EFFECTIVE DATE. This Certificate of Trust shall be effective
                  upon filing.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                   WILMINGTON TRUST COMPANY, as Trustee


                                   By: /s/ Anita Dallago
                                      -----------------------------------------
                                           Name: Anita Dallago
                                                -------------------------------
                                           Title: Financial Services Officer
                                                 ------------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.LL
<SEQUENCE>4
<FILENAME>dex4ll.txt
<DESCRIPTION>DECLARATION OF TRUST & TRUST AGREEMENTS
<TEXT>
<PAGE>

                                                                   EXHIBIT 4(ll)

                              DECLARATION OF TRUST
                                       AND
                                 TRUST AGREEMENT


         This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of August 7,
2001 (this "Trust Agreement"), among (i) Wells Fargo & Company, a Delaware
corporation (the "Depositor"); (ii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee; and (iii) Laurel A. Holschuh and Barbara S.
Brett, each an individual, as trustees (each of such trustees in (ii) and (iii)
a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:

         1. The trust created hereby (the "Trust") shall be known as "Wells
Fargo Capital IV" in which name the Trustees, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.

         3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust and Trust Agreement (herein, the "Amended and
Restated Trust Agreement"), satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery of any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions
deemed proper and necessary to effect the transactions contemplated herein.

         4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the agent of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") (including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement) relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred
Securities of the Trust and certain other securities; (b) any preliminary
prospectus or prospectus or supplement thereto relating to the Preferred
Securities required to be filed pursuant to Rule 424 under the 1933 Act; and (c)
a Registration

                                       1
<PAGE>

Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (each, an "Exchange") and execute on behalf of the Trust
one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust one or more
underwriting agreements relating to the Preferred Securities, among the Trust,
the Depositor and the underwriter(s) named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its or her capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as a Trustee of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Laurel A. Holschuh and
Barbara S. Brett, each as Trustees and not in their individual capacities,
hereby constitute and appoint Richard M. Kovacevich, Laurel A. Holschuh and
Barbara S. Brett and each of them, as its and their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

         5. This Trust Agreement may be executed in one or more counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove

                                       2
<PAGE>

without cause any Trustee at any time. The Trustees may resign upon thirty (30)
days' prior notice to the Depositor.

         7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to "conflict
of laws" principles).

         8. (a) The Trustees and their officers, directors, agents and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Preferred Securities (the Trust, the Depositor
and any holder of the Trust Securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

                  (b) The Fiduciary Indemnified Persons shall be fully protected
         in relying in good faith upon the records of the Trust and upon such
         information, opinions, reports or statements presented to the Trust by
         any person as to matters the Fiduciary Indemnified Persons reasonably
         believe are within such other person's professional or expert
         competence and who has been selected with reasonable care by or on
         behalf of the Trust, including information, opinions, reports or
         statements as to the value and amount of the assets, liabilities,
         profits, losses, or any other facts pertinent to the existence and
         amount of assets from which distributions to holders of Trust
         Securities might properly be paid.

                  (c) The Depositor agrees, to the fullest extent permitted by
         applicable law, (i) to indemnify and hold harmless each Fiduciary
         Indemnified Person from and against any loss, damage, liability, tax,
         penalty, expense or claim of any kind or nature whatsoever incurred by
         the Fiduciary Indemnified Persons by reason of the creation, operation
         or termination of the Trust in a manner the Fiduciary Indemnified
         Persons reasonably believed to be within the scope of authority
         conferred on the Fiduciary Indemnified Persons by this Trust Agreement,
         except that no Fiduciary Indemnified Persons shall be entitled to be
         indemnified in respect of any loss, damage or claim incurred by the
         Fiduciary Indemnified Persons by reason of gross negligence or willful
         misconduct with respect to such acts or omissions, and (ii) to advance
         expenses (including legal fees) incurred by a Fiduciary Indemnified
         Person in defending any claim, demand, action, suit or proceeding, from
         time to time, prior to the final disposition of such claim, demand,
         action, suit or proceeding, upon receipt by the Trust of an undertaking
         by or on behalf of such Fiduciary Indemnified Persons to repay such
         amount if it shall be determined that such Fiduciary Indemnified Person
         is not entitled to be indemnified as authorized in the preceding
         subsection.

                  (d) The provisions of Section 8 shall survive the termination
         of this Trust Agreement or the earlier resignation or removal of the
         Fiduciary Indemnified Persons.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.


                                   WELLS FARGO & COMPANY,
                                   as Depositor


                                   By: /s/ Laurel A. Holschuh
                                       ----------------------------------------
                                            Name: Laurel A. Holschuh
                                                  -----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------


                                   WILMINGTON TRUST COMPANY,
                                   as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                            Name:    Anita Dallago
                                                  -----------------------------
                                            Title: Financial Services Officer
                                                   ----------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       4
<PAGE>

                              DECLARATION OF TRUST
                                       AND
                                 TRUST AGREEMENT


         This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of August 7,
2001 (this "Trust Agreement"), among (i) Wells Fargo & Company, a Delaware
corporation (the "Depositor"); (ii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee; and (iii) Laurel A. Holschuh and Barbara S.
Brett, each an individual, as trustees (each of such trustees in (ii) and (iii)
a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:

         1. The trust created hereby (the "Trust") shall be known as "Wells
Fargo Capital V" in which name the Trustees, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.

         3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust and Trust Agreement (herein, the "Amended and
Restated Trust Agreement"), satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery of any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions
deemed proper and necessary to effect the transactions contemplated herein.

         4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the agent of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") (including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement) relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred
Securities of the Trust and certain other securities; (b) any preliminary
prospectus or prospectus or supplement thereto relating to the Preferred
Securities required to be filed pursuant to Rule 424 under the 1933 Act; and (c)
a Registration

                                       5
<PAGE>

Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (each, an "Exchange") and execute on behalf of the Trust
one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust one or more
underwriting agreements relating to the Preferred Securities, among the Trust,
the Depositor and the underwriter(s) named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its or her capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as a Trustee of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Laurel A. Holschuh and
Barbara S. Brett, each as Trustees and not in their individual capacities,
hereby constitute and appoint Richard M. Kovacevich, Laurel A. Holschuh and
Barbara S. Brett and each of them, as its and their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

         5. This Trust Agreement may be executed in one or more counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove

                                       6
<PAGE>

without cause any Trustee at any time. The Trustees may resign upon thirty (30)
days' prior notice to the Depositor.

         7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to "conflict
of laws" principles).

         8. (a) The Trustees and their officers, directors, agents and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Preferred Securities (the Trust, the Depositor
and any holder of the Trust Securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

                  (b) The Fiduciary Indemnified Persons shall be fully protected
         in relying in good faith upon the records of the Trust and upon such
         information, opinions, reports or statements presented to the Trust by
         any person as to matters the Fiduciary Indemnified Persons reasonably
         believe are within such other person's professional or expert
         competence and who has been selected with reasonable care by or on
         behalf of the Trust, including information, opinions, reports or
         statements as to the value and amount of the assets, liabilities,
         profits, losses, or any other facts pertinent to the existence and
         amount of assets from which distributions to holders of Trust
         Securities might properly be paid.

                  (c) The Depositor agrees, to the fullest extent permitted by
         applicable law, (i) to indemnify and hold harmless each Fiduciary
         Indemnified Person from and against any loss, damage, liability, tax,
         penalty, expense or claim of any kind or nature whatsoever incurred by
         the Fiduciary Indemnified Persons by reason of the creation, operation
         or termination of the Trust in a manner the Fiduciary Indemnified
         Persons reasonably believed to be within the scope of authority
         conferred on the Fiduciary Indemnified Persons by this Trust Agreement,
         except that no Fiduciary Indemnified Persons shall be entitled to be
         indemnified in respect of any loss, damage or claim incurred by the
         Fiduciary Indemnified Persons by reason of gross negligence or willful
         misconduct with respect to such acts or omissions, and (ii) to advance
         expenses (including legal fees) incurred by a Fiduciary Indemnified
         Person in defending any claim, demand, action, suit or proceeding, from
         time to time, prior to the final disposition of such claim, demand,
         action, suit or proceeding, upon receipt by the Trust of an undertaking
         by or on behalf of such Fiduciary Indemnified Persons to repay such
         amount if it shall be determined that such Fiduciary Indemnified Person
         is not entitled to be indemnified as authorized in the preceding
         subsection.

                  (d) The provisions of Section 8 shall survive the termination
         of this Trust Agreement or the earlier resignation or removal of the
         Fiduciary Indemnified Persons.

                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.


                                   WELLS FARGO & COMPANY,
                                   as Depositor


                                   By: /s/ Laurel A. Holschuh
                                       ----------------------------------------
                                            Name: Laurel A. Holschuh
                                                  -----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------


                                   WILMINGTON TRUST COMPANY,
                                   as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                            Name:    Anita Dallago
                                                  -----------------------------
                                            Title: Financial Services Officer
                                                   ----------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       8
<PAGE>

                              DECLARATION OF TRUST
                                       AND
                                 TRUST AGREEMENT


         This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of August 7,
2001 (this "Trust Agreement"), among (i) Wells Fargo & Company, a Delaware
corporation (the "Depositor"); (ii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee; and (iii) Laurel A. Holschuh and Barbara S.
Brett, each an individual, as trustees (each of such trustees in (ii) and (iii)
a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:

         1. The trust created hereby (the "Trust") shall be known as "Wells
Fargo Capital VI" in which name the Trustees, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.

         3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust and Trust Agreement (herein, the "Amended and
Restated Trust Agreement"), satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery of any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions
deemed proper and necessary to effect the transactions contemplated herein.

         4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the agent of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") (including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement) relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred
Securities of the Trust and certain other securities; (b) any preliminary
prospectus or prospectus or supplement thereto relating to the Preferred
Securities required to be filed pursuant to Rule 424 under the 1933 Act; and (c)
a Registration

                                       9
<PAGE>

Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (each, an "Exchange") and execute on behalf of the Trust
one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust one or more
underwriting agreements relating to the Preferred Securities, among the Trust,
the Depositor and the underwriter(s) named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its or her capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as a Trustee of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Laurel A. Holschuh and
Barbara S. Brett, each as Trustees and not in their individual capacities,
hereby constitute and appoint Richard M. Kovacevich, Laurel A. Holschuh and
Barbara S. Brett and each of them, as its and their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

         5. This Trust Agreement may be executed in one or more counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove

                                       10
<PAGE>

without cause any Trustee at any time. The Trustees may resign upon thirty (30)
days' prior notice to the Depositor.

         7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to "conflict
of laws" principles).

         8. (a) The Trustees and their officers, directors, agents and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Preferred Securities (the Trust, the Depositor
and any holder of the Trust Securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

                  (b) The Fiduciary Indemnified Persons shall be fully protected
         in relying in good faith upon the records of the Trust and upon such
         information, opinions, reports or statements presented to the Trust by
         any person as to matters the Fiduciary Indemnified Persons reasonably
         believe are within such other person's professional or expert
         competence and who has been selected with reasonable care by or on
         behalf of the Trust, including information, opinions, reports or
         statements as to the value and amount of the assets, liabilities,
         profits, losses, or any other facts pertinent to the existence and
         amount of assets from which distributions to holders of Trust
         Securities might properly be paid.

                  (c) The Depositor agrees, to the fullest extent permitted by
         applicable law, (i) to indemnify and hold harmless each Fiduciary
         Indemnified Person from and against any loss, damage, liability, tax,
         penalty, expense or claim of any kind or nature whatsoever incurred by
         the Fiduciary Indemnified Persons by reason of the creation, operation
         or termination of the Trust in a manner the Fiduciary Indemnified
         Persons reasonably believed to be within the scope of authority
         conferred on the Fiduciary Indemnified Persons by this Trust Agreement,
         except that no Fiduciary Indemnified Persons shall be entitled to be
         indemnified in respect of any loss, damage or claim incurred by the
         Fiduciary Indemnified Persons by reason of gross negligence or willful
         misconduct with respect to such acts or omissions, and (ii) to advance
         expenses (including legal fees) incurred by a Fiduciary Indemnified
         Person in defending any claim, demand, action, suit or proceeding, from
         time to time, prior to the final disposition of such claim, demand,
         action, suit or proceeding, upon receipt by the Trust of an undertaking
         by or on behalf of such Fiduciary Indemnified Persons to repay such
         amount if it shall be determined that such Fiduciary Indemnified Person
         is not entitled to be indemnified as authorized in the preceding
         subsection.

                  (d) The provisions of Section 8 shall survive the termination
         of this Trust Agreement or the earlier resignation or removal of the
         Fiduciary Indemnified Persons.

                                       11
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.


                                   WELLS FARGO & COMPANY,
                                   as Depositor


                                   By: /s/ Laurel A. Holschuh
                                       ----------------------------------------
                                            Name: Laurel A. Holschuh
                                                  -----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------


                                   WILMINGTON TRUST COMPANY,
                                   as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                            Name:    Anita Dallago
                                                  -----------------------------
                                            Title: Financial Services Officer
                                                   ----------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       12
<PAGE>

                              DECLARATION OF TRUST
                                       AND
                                 TRUST AGREEMENT


         This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of August 7,
2001 (this "Trust Agreement"), among (i) Wells Fargo & Company, a Delaware
corporation (the "Depositor"); (ii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee; and (iii) Laurel A. Holschuh and Barbara S.
Brett, each an individual, as trustees (each of such trustees in (ii) and (iii)
a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:

         1. The trust created hereby (the "Trust") shall be known as "Wells
Fargo Capital VII" in which name the Trustees, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.

         3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust and Trust Agreement (herein, the "Amended and
Restated Trust Agreement"), satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery of any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions
deemed proper and necessary to effect the transactions contemplated herein.

         4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the agent of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") (including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement) relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred
Securities of the Trust and certain other securities; (b) any preliminary
prospectus or prospectus or supplement thereto relating to the Preferred
Securities required to be filed pursuant to Rule 424 under the 1933 Act; and (c)
a Registration

                                       13
<PAGE>

Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (each, an "Exchange") and execute on behalf of the Trust
one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust one or more
underwriting agreements relating to the Preferred Securities, among the Trust,
the Depositor and the underwriter(s) named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its or her capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as a Trustee of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Laurel A. Holschuh and
Barbara S. Brett, each as Trustees and not in their individual capacities,
hereby constitute and appoint Richard M. Kovacevich, Laurel A. Holschuh and
Barbara S. Brett and each of them, as its and their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

         5. This Trust Agreement may be executed in one or more counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove

                                       14
<PAGE>

without cause any Trustee at any time. The Trustees may resign upon thirty (30)
days' prior notice to the Depositor.

         7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to "conflict
of laws" principles).

         8. (a) The Trustees and their officers, directors, agents and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Preferred Securities (the Trust, the Depositor
and any holder of the Trust Securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

                  (b) The Fiduciary Indemnified Persons shall be fully protected
         in relying in good faith upon the records of the Trust and upon such
         information, opinions, reports or statements presented to the Trust by
         any person as to matters the Fiduciary Indemnified Persons reasonably
         believe are within such other person's professional or expert
         competence and who has been selected with reasonable care by or on
         behalf of the Trust, including information, opinions, reports or
         statements as to the value and amount of the assets, liabilities,
         profits, losses, or any other facts pertinent to the existence and
         amount of assets from which distributions to holders of Trust
         Securities might properly be paid.

                  (c) The Depositor agrees, to the fullest extent permitted by
         applicable law, (i) to indemnify and hold harmless each Fiduciary
         Indemnified Person from and against any loss, damage, liability, tax,
         penalty, expense or claim of any kind or nature whatsoever incurred by
         the Fiduciary Indemnified Persons by reason of the creation, operation
         or termination of the Trust in a manner the Fiduciary Indemnified
         Persons reasonably believed to be within the scope of authority
         conferred on the Fiduciary Indemnified Persons by this Trust Agreement,
         except that no Fiduciary Indemnified Persons shall be entitled to be
         indemnified in respect of any loss, damage or claim incurred by the
         Fiduciary Indemnified Persons by reason of gross negligence or willful
         misconduct with respect to such acts or omissions, and (ii) to advance
         expenses (including legal fees) incurred by a Fiduciary Indemnified
         Person in defending any claim, demand, action, suit or proceeding, from
         time to time, prior to the final disposition of such claim, demand,
         action, suit or proceeding, upon receipt by the Trust of an undertaking
         by or on behalf of such Fiduciary Indemnified Persons to repay such
         amount if it shall be determined that such Fiduciary Indemnified Person
         is not entitled to be indemnified as authorized in the preceding
         subsection.

                  (d) The provisions of Section 8 shall survive the termination
         of this Trust Agreement or the earlier resignation or removal of the
         Fiduciary Indemnified Persons.

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.


                                   WELLS FARGO & COMPANY,
                                   as Depositor


                                   By: /s/ Laurel A. Holschuh
                                       ----------------------------------------
                                            Name: Laurel A. Holschuh
                                                  -----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------


                                   WILMINGTON TRUST COMPANY,
                                   as Trustee


                                   By: /s/ Anita Dallago
                                       ----------------------------------------
                                            Name:    Anita Dallago
                                                  -----------------------------
                                            Title: Financial Services Officer
                                                   ----------------------------


                                   /s/ Laurel A. Holschuh
                                   --------------------------------------------
                                   Laurel A. Holschuh, as Trustee


                                   /s/ Barbara S. Brett
                                   --------------------------------------------
                                   Barbara S. Brett, as Trustee

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.A
<SEQUENCE>5
<FILENAME>dex5a.txt
<DESCRIPTION>OPINION OF ASSISTANT GENERAL COUNSEL OF WELLS FARGO
<TEXT>
<PAGE>

                                                                    EXHIBIT 5(a)




                                 August 8, 2001



Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Ladies and Gentlemen:

         I am Senior Vice President and Assistant General Counsel of Wells Fargo
& Company (the "Company") and, as such, I, together with other attorneys in the
Wells Fargo Law Department have acted as counsel for the Company in connection
with the preparation of a Registration Statement on Form S-3 (the "Registration
Statement") of the Company and Wells Fargo Capital IV, Wells Fargo Capital V,
Wells Fargo Capital VI and Wells Fargo Capital VII filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, (the
"Securities Act") relating to the proposed offer and sale from time to time of
the following securities (the "Securities") having an aggregate initial offering
price of up to $1,500,000,000: (i) unsecured unsubordinated debt securities of
the Company in the forms filed as part of Exhibit 4(x) and as 4(y) to the
Registration Statement, with appropriate insertions (the "Senior Debt
Securities"), (ii) unsecured subordinated debt securities of the Company in the
forms filed as part of Exhibit 4(x) and as 4(z) to the Registration Statement,
with appropriate insertions, (the "Subordinated Debt Securities"), (iii)
unsecured junior subordinated debt securities of the Company in the form as
filed as Exhibit 4(aa) to the Registration Statement, with appropriate
insertions (the "Junior Subordinated Debt Securities," and together with the
Senior Debt Securities and the Subordinated Debt Securities, the "Debt
Securities"), (iv) preferred stock and preference stock, no par value, (the
"Preferred Stock") of the Company, interests in which may be evidenced by
appropriately prepared depositary shares (the "Depositary Shares"), (v) common
stock, par value $1 2/3 per share, (the "Common Stock") of the Company issuable
upon conversion of Debt Securities, Preferred Stock, or Depositary Shares, or
upon exercise of warrants, and (vi) appropriately prepared warrants to purchase
Debt Securities, Preferred Stock, or Common Stock (collectively, the
"Warrants"). The Securities may be offered separately or as part of units with
other Securities, in separate series, in amounts, at prices, and on terms to be
set forth in the
<PAGE>

Wells Fargo & Company
August 8, 2001
Page 2


prospectus and one or more supplements to the prospectus (collectively, the
"Prospectus") constituting a part of the Registration Statement, and in the
Registration Statement.

         The Senior Debt Securities are to be issued under one or more
indentures in the form filed as Exhibit 4(u) to the Registration Statement, with
appropriate insertions, (the "Senior Indenture") to be entered into by the
Company and a trustee or trustees to be named by the Company. The Subordinated
Debt Securities are to be issued under one or more indentures in the form filed
as Exhibit 4(v) to the Registration Statement, with appropriate insertions, (the
"Subordinated Indenture") to be entered into by the Company and a trustee or
trustees to be named by the Company. The Junior Subordinated Debt Securities are
to be issued under one or more indentures in the form filed as Exhibit 4(w) to
the Registration Statement, with appropriate insertions (the "Junior
Subordinated Indenture") to be entered into by the Company and a trustee or
trustees to be named by the Company. Each series of Preferred Stock is to be
issued under the Restated Certificate of Incorporation, as amended, of the
Company (the "Certificate of Incorporation") and a certificate of designations
(a "Certificate of Designations") to be approved by the Board of Directors of
the Company or a committee thereof and filed with the Secretary of State of the
State of Delaware (the "Delaware Secretary of State") in accordance with Section
151 of the General Corporation Law of the State of Delaware. The Depositary
Shares are to be issued under a deposit agreement in the form filed as Exhibit
4(ff) to the Registration Statement, with appropriate insertions, (the "Deposit
Agreement") to be entered into by the Company, a depositary to be named by the
Company, and the holders from time to time of depositary receipts evidencing
Depositary Shares. The Common Stock is to be issued under the Certificate of
Incorporation. The Warrants are to be issued under warrant agreements in the
forms filed as Exhibits 4(gg) to 4(ii) to the Registration Statement, with
appropriate insertions, (the "Warrant Agreements") to be entered into by the
Company and warrant agents to be named by the Company.

         Certain terms of the Securities to be issued by the Company from time
to time will be approved by the Board of Directors of the Company or a committee
thereof or certain authorized officers of the Company as part of the corporate
action taken and to be taken (the "Corporate Proceedings") in connection with
issuance of the Securities. I have examined or am otherwise familiar with the
Certificate of Incorporation, the By-Laws of the Company, as amended, the
Registration Statement, such of the Corporate Proceedings as have occurred as of
the date hereof, and such other documents, records, and instruments as I have
deemed necessary or appropriate for the purposes of this opinion.

         Based on the foregoing, I am of the opinion that: (i) upon the
execution and delivery by the Company of the Senior Indenture, the Subordinated
Indenture or the Junior Subordinated Indenture, as the case may be, and the
execution and delivery of the Deposit
<PAGE>

Wells Fargo & Company
August 8, 2001
Page 3


Agreement, and the applicable Warrant Agreement following the completion of all
required Corporate Proceedings, and the execution, issuance, and delivery, and
the authentication by a duly appointed trustee, of the Senior Debt Securities,
Subordinated Debt Securities and Junior Subordinated Debt Securities, the
Depositary Shares, and the Warrants, respectively, pursuant to such agreements,
such Senior Indenture, Subordinated Indenture or Junior Subordinated Indenture,
Deposit Agreement, or Warrant Agreement, as the case may be, will become valid
and binding instruments, and any Debt Securities issuable thereunder will be
legal, valid, and binding obligations of the Company, and any Preferred Stock
(assuming completion of the actions referred to in clause (ii) below) or Common
Stock (assuming completion of the actions referred to in clause (iii) below)
issuable thereunder will be duly and validly authorized and issued, fully paid,
and nonassessable; (ii) upon the authorization, execution, acknowledgment,
delivery, and filing with, and recording by, the Delaware Secretary of State of
the applicable Certificate of Designations following the completion of all
required Corporate Proceedings and the execution, issuance, and delivery of the
Preferred Stock pursuant to such Certificate of Designations, the Preferred
Stock will be duly and validly authorized and issued, fully paid, and
nonassessable; and (iii) upon the authorization of issuance of the Common Stock,
following the completion of all required Corporate Proceedings, and the
execution, issuance, and delivery of the Common Stock, the Common Stock will be
duly and validly authorized and issued, fully paid, and nonassessable; except in
each case as enforcement of provisions of such instruments and agreements may be
limited by bankruptcy or other laws of general application affecting the
enforcement of creditors' rights and by general equity principles. The foregoing
opinions assume that (a) the execution of the Senior Indenture, Subordinated
Indenture, Deposit Agreement, the applicable Warrant Agreement, the Certificate
of Designations and the Securities is by an officer or officers of the Company
authorized by the Corporate Proceedings; (b) the consideration designated in the
applicable Corporate Proceedings for any Preferred Stock or Common Stock shall
have been received by the Company in accordance with applicable law; (c) the
Senior Indenture, the Subordinated Indenture, the Junior Subordinated Indenture,
the Deposit Agreement, and any Warrant Agreement shall have been duly
authorized, executed, and delivered by all parties thereto other than the
Company; (d) the Registration Statement shall have become effective under the
Securities Act and will continue to be effective; (e) the applicable Senior
Indenture, Subordinated Indenture or Junior Subordinated Indenture shall have
become duly qualified under the Trust Indenture Act of 1939, as amended; and (f)
that, at the time of the authentication and delivery of the Securities, the
Corporate Proceedings related thereto will not have been modified or rescinded,
there will not have occurred any change in the law affecting the authorization,
execution, delivery, validity or enforceability of such Securities, none of the
particular terms of such Securities will violate any applicable law and neither
the issuance and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any issuance limit in the Corporate
Proceedings, any agreement or instrument then binding upon the Company or any
order of any court or governmental body having jurisdiction over the Company.
<PAGE>

Wells Fargo & Company
August 8, 2001
Page 4


         I have also assumed (a) the accuracy and truthfulness of all public
records of the Company and of all certifications, documents and other
proceedings examined by me that have been produced by officials of the Company
acting within the scope of their official capacities, without verifying the
accuracy or truthfulness of such representations, and (b) the genuineness of
such signatures appearing upon such public records, certifications, documents
and proceedings. I express no opinion as to the laws of any jurisdiction other
than the laws of the State of Minnesota, the General Corporation Law of the
State of Delaware, and the federal laws of the United States of America. I
express no opinion as to whether, or the extent to which, the laws of any
particular jurisdiction apply to the subject matter hereof, including, without
limitation, the enforceability of the governing law provision contained in the
Senior Indenture, the Subordinated Indenture, the Deposit Agreement and the
Warrant Agreements (the "Agreements"). Because the governing law provision of
the Agreements relates to the law of a jurisdiction as to which I express no
opinion, the opinions set forth in clause (i) of the preceding paragraph are
given as if the law of the State of Minnesota governs the Agreements.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the Prospectus included therein
under the caption "Legal Opinions" with respect to the matters stated therein
without implying or admitting that I am an "expert" within the meaning of the
Securities Act, or other rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.

                                     Very truly yours,

                                     /s/ Laurel A. Holschuh

                                     Laurel A. Holschuh

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.B
<SEQUENCE>6
<FILENAME>dex5b.txt
<DESCRIPTION>OPINION OF RICHARDS, LAYTON & FINGER
<TEXT>
<PAGE>

                                                                    EXHIBIT 5(b)



                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]


          August 8, 2001


Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94163


         Re: Wells Fargo Capital Trusts IV-VII
             ---------------------------------

Ladies and Gentlemen:

         We have acted as special Delaware counsel for Wells Fargo & Company, a
Delaware corporation (the "Company"), and Wells Fargo Capital Trusts IV-VII,
each a Delaware business trust (each, a "Trust" and collectively, the "Trusts"),
in connection with the matters set forth herein. At your request, this opinion
is being furnished to you.

         For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

         (a)      The Declaration of Trust and Trust Agreement of each Trust,
                  each dated as of August 7, 2001 (each, an "Original Trust
                  Agreement" and collectively, the "Original Trust Agreements"),
                  among the Company, Wilmington Trust Company, a Delaware
                  banking corporation, as Delaware trustee (the "Delaware
                  Trustee"), and Laurel A. Holschuh and Barbara S. Brett, each
                  as a trustee (collectively, the "Trustees");

         (b)      A certified copy of the Certificate of Trust for each Trust,
                  as filed with the Office of the Secretary of State of Delaware
                  (the "Secretary of State") on August 7, 2001 (each, a
                  "Certificate of Trust;" and collectively, the "Certificates of
                  Trust");

         (c)      A form of Amended and Restated Declaration of Trust and Trust
                  Agreement for each Trust, among the Company, the Delaware
                  Trustee, Bank One Trust Company, N.A., a national banking
                  association, as property trustee (the "Property Trustee"), the
                  Trustees and the holders, from time to time, of the undivided
                  beneficial ownership interests in the assets of such Trust
                  (including Exhibit A thereto) (the "Amended and Restated Trust
                  Agreements;" and, together with the Original Trust Agreements,
                  the "Trust Agreements");
<PAGE>

     Wells Fargo & Company
     August 8, 2001
     Page 2


         (d)      The Registration Statement (the "Registration Statement") on
                  Form S-3 (Registration No. 333-______, including a preliminary
                  prospectus with respect to each Trust (the "Prospectus"),
                  relating to the Trust Preferred Securities of each Trust
                  representing preferred undivided beneficial ownership
                  interests in the assets of each Trust, filed by the Company
                  and the Trusts with the Securities and Exchange Commission
                  (the "Commission") on August 8, 2001; and

         (e)      A Certificate of Good Standing for each Trust, dated August 8,
                  2001, obtained from the Secretary of State.

         Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.

         For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that bears upon or is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

         With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

         For purposes of this opinion, we have assumed (i) that each Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of each Trust, that the Certificates of Trust are in
full force and effect and have not been further amended and that the Trust
Agreements will be in full force and effect and will be executed in
substantially the forms reviewed by us, (ii) except to the extent provided in
paragraph 1 below, the due creation or due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its creation,
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom Trust Preferred Securities are to be
issued by the Trusts (collectively, the "Preferred Security Holders") of a Trust
Preferred Security Certificate for such Trust Preferred Security and the payment
for the Trust Preferred
<PAGE>

     Wells Fargo & Company
     August 8, 2001
     Page 3


Security acquired by it, in accordance with the Trust Agreements and the
Registration Statement, and (vii) that the Trust Preferred Securities are issued
and sold to the Trust Preferred Security Holders in accordance with the Trust
Agreements and the Registration Statement. We have not participated in the
preparation of the Registration Statement or Prospectus and assume no
responsibility for their contents.

         This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

         Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

         1. Each Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
ss. 3801, et seq.

         2. The Trust Preferred Securities of each Trust have been duly
authorized by each Trust Agreement and will be duly and validly issued and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of their respective
Trust.

         3. The Trust Preferred Security Holders, as beneficial owners of the
Trusts, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Trust Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreements.

         We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the reference to us as local counsel under the headings "Legal
Opinions" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                        Very truly yours,

                                        /s/ Richards, Layton & Finger, P.A.


DKD/jmb

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.C
<SEQUENCE>7
<FILENAME>dex23c.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                   EXHIBIT 23(c)

                       CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Wells Fargo & Company:

We consent to the incorporation by reference in this Registration Statement on
Form S-3 (the "Registration Statement") of Wells Fargo & Company (the "Company")
relating to the registration of $1,500,000,000 of various debt and equity
securities and the related prospectus (the "Prospectus"), of our report dated
January 16, 2001, with respect to the consolidated balance sheet of Wells Fargo
& Company and Subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2000, which report is incorporated by reference in the
Company's December 31, 2000 Annual Report on Form 10-K, and to the reference to
our firm under the heading "Experts" in the Prospectus included in the
Registration Statement.


/s/ KPMG LLP


San Francisco, California
August 8, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.A
<SEQUENCE>8
<FILENAME>dex24a.txt
<DESCRIPTION>POWERS OF ATTORNEY OF WELLS FARGO
<TEXT>
<PAGE>

                                                                   EXHIBIT 24(a)

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Leslie S. Biller
                                  ----------------------------------------------
                                  Leslie S. Biller
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ J.A. Blanchard III
                                  ----------------------------------------------
                                  J.A. Blanchard III
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Michael R. Bowlin
                                  ----------------------------------------------
                                  Michael R. Bowlin
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ David A. Christensen
                                  ----------------------------------------------
                                  David A. Christensen
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Spencer F. Eccles
                                  ----------------------------------------------
                                  Spencer F. Eccles
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Susan E. Engel
                                  ----------------------------------------------
                                  Susan E. Engel
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Robert L. Joss
                                  ----------------------------------------------
                                  Robert L. Joss
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Reatha Clark King
                                  ----------------------------------------------
                                  Reatha Clark King
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Richard M. Kovacevich
                                  ----------------------------------------------
                                  Richard M. Kovacevich
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Richard D. McCormick
                                  ----------------------------------------------
                                  Richard D. McCormick
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Cynthia H. Milligan
                                  ----------------------------------------------
                                  Cynthia H. Milligan
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Benjamin F. Montoya
                                  ----------------------------------------------
                                  Benjamin F. Montoya
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Philip J. Quigley
                                  ----------------------------------------------
                                  Philip J. Quigley
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Donald B. Rice
                                  ----------------------------------------------
                                  Donald B. Rice
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Judith M. Runstad
                                  ----------------------------------------------
                                  Judith M. Runstad
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Susan G. Swenson
                                  ----------------------------------------------
                                  Susan G. Swenson
<PAGE>

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP, AND
LAUREL A. HOLSCHUH, and each or any of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead and in any and all
capacities, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration Statements
on Form S-3 or other applicable form, and all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C. in connection with the
registration under the Securities Exchange Act of 1933, as amended, of debt and
equity securities, including preferred and other securities(herein, "Trust
Securities") issued by one or more trusts (herein, "Trusts") formed and
controlled by said Company, guarantees, limited guarantees and similar purchase
and other obligations of said Company of or relating to Trust Securities, and
common stock and associated stock purchase rights of said Company, and other
securities related thereto, in an aggregate amount not to exceed $1,500,000,000,
proposed to be sold by said Company and one or more Trusts from time to time,
and file the same, with all exhibits thereto and other supporting documents,
with said Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 24th day of July, 2001.



                                  /s/ Michael W. Wright
                                  ----------------------------------------------
                                  Michael W. Wright

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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