<DOCUMENT>
<TYPE>EX-1.D
<SEQUENCE>4
<FILENAME>dex1d.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT FOR PREFERRED SECURITIES
<TEXT>
<PAGE>

                                                                    EXHIBIT 1(d)




                          __________ CAPITAL SECURITIES

                            WELLS FARGO CAPITAL ____


                             ___% CAPITAL SECURITIES
                 (LIQUIDATION AMOUNT $___ PER CAPITAL SECURITY)
        GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEE AGREEMENT BY

                              WELLS FARGO & COMPANY


                             UNDERWRITING AGREEMENT

                                                                _________, 200__



To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Ladies and Gentlemen:

     Wells Fargo Capital __, a special purpose statutory business trust created
under the laws of the State of Delaware (the "Trust"), proposes to issue and
sell to the underwriters named in Schedule II hereto (the "Underwriters"), for
whom you are acting as representatives (the "Representatives"), _______ of its
__% Capital Securities, liquidation preference $____ per capital security (the
"Capital Securities"). [INCLUDE IF OVER-ALLOTMENT OPTION- In addition, solely
for the purpose of covering overallotments, the Trust proposes to issue and
sell, at the Underwriters' option, up to an additional _____ of the Trust's __%
Capital Securities, liquidation preference $___ per capital security.] If the
firm or firms listed in Schedule II hereto include only the firm or firms listed
in Schedule I hereto, then the terms "Underwriters" and "Representatives", as
used herein, shall each be deemed to refer to such firm or firms.

     The Capital Securities will be guaranteed (the "Guarantee") by Wells Fargo
& Company, a Delaware corporation ("Wells Fargo" or the "Guarantor"), to the
extent described in a Capital Securities Guarantee Agreement to be dated as of
________, 2001 (the "Guarantee Agreement") between the Guarantor and _______, as
trustee (the "Guarantee Trustee"). The Trust will use the proceeds from the sale
of the Capital Securities and the sale of the Trust Common Securities (as
defined below) pursuant to the Debenture Purchase Agreement dated _________,
2001 between the Trust and the Guarantor (the "Debenture Purchase Agreement"),
to purchase from the Guarantor $__________ aggregate principal amount of its __%
Junior Subordinated [Deferrable Interest] Debentures due ___________ (the
"Debentures") to be issued under an Indenture to be dated _______ between the
Guarantor and ________, as trustee (the "Debenture Trustee"). The Guarantor will
also be the holder of one hundred percent of the common securities representing
undivided beneficial interests in the assets of the Trust (the "Trust Common
Securities"). The Trust has been created under Delaware law pursuant to a Trust
Agreement (the "Trust Agreement") executed by Wells Fargo, as Depositor, and by
the trustees of the Trust (the "Issuer Trustees"), all of whom have been
appointed by the Guarantor as holder of one hundred percent of the Trust Common
Securities. Two of the Issuer Trustees (the "Administrative Trustees") are
persons who are employees or officers of or affiliated with the Guarantor. One
Issuer Trustee, ________________, shall act as property trustee (the "Property
Trustee") and as Debenture Trustee within the meaning of the Trust Indenture Act
of 1939 (the "Trust Indenture Act"). Another Issuer Trustee, ____________ will
act as Delaware Trustee. Under the terms of the Trust Agreement, Guarantor shall
pay, under certain circumstances, certain expenses of the Trust.
<PAGE>

     The Trust and the Guarantor have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
333-____) for the registration of the Capital Securities, the Guarantee and the
Debentures under the Securities Act of 1933, as amended (the "Act") and the
rules and regulations thereunder and the qualification of the Indenture and the
Guarantee under the Trust Indenture Act.

     1. Representations and Warranties. Each of the Trust and the Guarantor
jointly and severally represent and warrant to, and agree with, each Underwriter
that:

          (a) The Trust and the Guarantor meet the requirements for use of Form
     S-3 under the Act and have filed with the Securities and Exchange
     Commission (the "Commission") a registration statement on such Form (the
     file number of which is set forth in Schedule I hereto), which has become
     effective, for the registration under the Act of the Capital Securities,
     the Guarantee and the Debentures. The Trust and the Guarantor propose to
     file with the Commission pursuant to Rule 424 under the Act a supplement to
     the form of prospectus included in such registration statement relating to
     the Capital Securities in the form heretofore delivered to you. Such
     registration statement, including all exhibits thereto, as amended at the
     date of this Agreement, is hereinafter called the "Registration Statement";
     such prospectus relating to the Capital Securities in the form in which it
     appears in the Registration Statement is hereinafter called the "Basic
     Prospectus" and such supplemented form of prospectus, in the form in which
     it shall be filed with the Commission pursuant to Rule 424(b) (including
     the Basic Prospectus as so supplemented) is hereinafter called the "Final
     Prospectus". Any preliminary form of the Final Prospectus which has
     heretofore been filed pursuant to Rule 424 is hereinafter called the
     "Preliminary Final Prospectus". Any reference herein to the Registration
     Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of Form S-3 which
     were filed under the Securities Exchange Act of 1934 (the "Exchange Act")
     on or before the date of this Agreement, or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
     the case may be; and any reference herein to the terms "amend", "amendment"
     or "supplement" with respect to the Registration Statement, the Basic
     Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
     be deemed to refer to and include the filing of any document under the
     Exchange Act after the date of this Agreement, or the issue date of the
     Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
     as the case may be, and deemed to be incorporated therein by reference.

          (b) As of the date hereof, when the Final Prospectus is first filed
     pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as
     hereinafter defined), any amendment to the Registration Statement becomes
     effective (including the filing of any document incorporated by reference
     in the Registration Statement), when any supplement to the Final Prospectus
     is filed with the Commission and at the Closing Date (as hereinafter
     defined), (i) the Registration Statement, as amended as of any such time,
     and the Final Prospectus, as amended or supplemented as of any such time,
     the Indenture, the Trust Agreement and the Guarantee Agreement will comply
     in all material respects with the applicable requirements of the Act, the
     Trust Indenture Act and the Exchange Act and the respective rules
     thereunder and (ii) neither the Registration Statement, as amended as of
     any such time, nor the Final Prospectus, as amended or supplemented as of
     any such time, will contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary in
     order to make the statements therein not misleading; provided, however,
     that the Trust and the Guarantor make no representations or warranties as
     to (i) that part of the Registration Statement which shall constitute the
     Statement of Eligibility and Qualification (Form T-1) under the Trust
     Indenture Act of the Trustee, or (ii) the information contained in or
     omitted from the Registration Statement or the Final Prospectus or any
     amendment thereof or supplement thereto in reliance upon and in conformity
     with information furnished in writing to the Trust and the Guarantor by or
     on behalf of any Underwriter through the Representatives specifically for
     use in connection with the preparation of the Registration Statement and
     the Final Prospectus.

     2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations


                                       2
<PAGE>

and warranties herein set forth, the Trust agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Trust, the number of the Capital Securities set forth opposite such
Underwriter's name in Schedule II hereto, at a purchase price of $____ (the
"Purchase Price") per Capital Security, plus any accumulated distributions
thereon.

     In consideration of such purchases on the Closing Date, the proceeds of
which will be used to purchase the Debentures, the Guarantor shall pay to the
Underwriters as compensation, in immediately available funds, on the Closing
Date $__ per Capital Security.


      [INSERT APPROPRIATE OVER-ALLOTMENT OPTION PROVISIONS, IF APPLICABLE]


     3. Delivery and Payment. Delivery of and payment for the Capital Securities
shall be made at the office, on the date and at the time specified in Schedule I
hereto, which date and time may be postponed by agreement among the
Representatives, the Trust and the Guarantor or as provided in Section 8 hereof
(such date and time of delivery and payment for the Capital Securities being
herein called the "Closing Date"). Delivery of the Capital Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof. The Trust will deliver against
payment of the purchase price the Capital Securities in the form of one or more
permanent global securities in definitive form deposited with or on behalf of
_______ as custodian for The Depository Trust Company ("DTC") for credit to the
respective accounts of the Underwriters and registered in the name of Cede &
Co., as nominee for DTC. Interests in the permanent global Capital Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Final Prospectus.

     4. Agreements. The Trust and the Guarantor jointly and severally agree with
the several Underwriters that:

          (a) The Trust and the Guarantor will provide to counsel for the
     Underwriters one manually executed copy of the Registration Statement,
     including all exhibits thereto, in the form it became effective and all
     amendments thereto. Prior to the Closing Date, the Trust and the Guarantor
     will not file any amendment of the Registration Statement or supplement
     (including the Final Prospectus) to the Basic Prospectus unless the Trust
     and the Guarantor have furnished you a copy for your review prior to filing
     and will not file any such proposed amendment or supplement to which you
     reasonably object promptly after notice thereof. Neither the
     Representatives' consent to, nor the Underwriters' delivery of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 5 hereof. Subject to the foregoing sentence, the Trust
     and the Guarantor will cause the Final Prospectus to be filed pursuant to
     Rule 424(b) under the Act not later than the close of business on the
     second business day following the execution and delivery of this Agreement.
     The Trust and the Guarantor will promptly advise the Representatives (i)
     when the Final Prospectus shall have been filed with the Commission
     pursuant to Rule 424(b), (ii) when any amendment to the Registration
     Statement relating to the Capital Securities, the Guarantee and the
     Debentures shall have become effective, (iii) of any request by the
     Commission for any amendment of the Registration Statement or amendment of
     or supplement to the Final Prospectus or for any additional information,
     (iv) of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the institution or
     threatening of any proceeding for that purpose and (v) of the receipt by
     the Trust or the Guarantor of any notification with respect to the
     suspension of the qualification of the Capital Securities for sale in any
     jurisdiction or the initiation or threatening of any proceeding for such
     purpose. In the event of the issuance of any stop order preventing or
     suspending the use of any Preliminary Final Prospectus or Final Prospectus,
     the Trust and the Guarantor will use promptly their best efforts to obtain
     the withdrawal of such stop order.

          (b) If, at any time when a prospectus relating to the Capital
     Securities is required to be delivered under the Act, any event occurs as a
     result of which the Final Prospectus as then amended or supplemented would
     include any untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein in the light of the
     circumstances under which they were made not misleading, or if it shall be
     necessary to amend or supplement the Final


                                       3
<PAGE>

     Prospectus to comply with the Act or the Exchange Act or the respective
     rules thereunder, the Trust and the Guarantor will promptly notify you and
     will, upon your request, prepare and file with the Commission an amendment
     or supplement which will correct such statement or omission or an amendment
     which will effect such compliance. Neither the Representatives' request
     for, nor the Underwriters' delivery of, any such amendment or supplement
     shall constitute a waiver of any of the conditions set forth in Section 5
     hereof.

          (c) As soon as practicable, the Guarantor, on behalf of the Trust,
     will make generally available to the Trust's security holders an earnings
     statement or statements of the Guarantor and the Guarantor's subsidiaries
     which will satisfy the provisions of Section 11(a) of the Act.

          (d) The Trust and the Guarantor will furnish to the Representatives
     and counsel for the Underwriters, without charge, copies of the
     Registration Statement (including exhibits thereto) and each amendment
     thereto which shall become effective on or prior to the Closing Date and,
     so long as delivery of a prospectus by an Underwriter or dealer may be
     required by the Act, as many copies of any Preliminary Final Prospectus and
     the Final Prospectus and any amendments thereof and supplements thereto as
     the Representatives may reasonably request. The Guarantor will pay the
     expenses of printing or other production of all documents relating to the
     offering, any fees charged by investment rating agencies for the rating of
     the Capital Securities and the expenses incurred in distributing the Final
     Prospectus to the Underwriters.

          (e) The Trust and the Guarantor will arrange for the qualification of
     the Capital Securities for sale under the laws of such jurisdictions as the
     Representatives may designate, will maintain such qualifications in effect
     so long as required to complete the distribution of the Capital Securities;
     provided, however, that neither the Trust nor the Guarantor shall be
     required to qualify to do business in any jurisdiction where it is not now
     so qualified or to take any action which would subject it to general or
     unlimited service of process in any jurisdiction where it is not now so
     subject or subject itself to taxation in any jurisdiction where it is not
     now so subject.

          (f) Until the business day following the Closing Date or such earlier
     time as you may notify the Trust and the Guarantor, the Trust and the
     Guarantor will not, without the consent of the Representatives, offer or
     sell, or announce the offering of, any securities that are substantially
     similar to the Capital Securities (other than commercial paper) and are
     covered by the Registration Statement or any other registration statement
     filed under the Act.

          (g) The Trust and the Guarantor agree to use all commercially
     reasonable efforts to obtain and maintain the listing of the Capital
     Securities on the New York Stock Exchange until such time as none of the
     Capital Securities are outstanding. If the Capital Securities cease to be
     listed on the New York Stock Exchange, the Trust and the Guarantor agree to
     use all commercially reasonable efforts promptly to list the Capital
     Securities on a stock exchange agreed upon by the Trust and the Guarantor
     and the Representatives. The Trust and the Guarantor will use all
     commercially reasonable efforts to comply with the rules of the New York
     Stock Exchange and will otherwise comply with any undertakings given by it
     from time to time to the New York Stock Exchange in connection with the
     Capital Securities listed thereon or the listing thereof and, without
     prejudice to the generality of the foregoing, to furnish or cause to be
     furnished to the New York Stock Exchange all such information as it may
     require in connection with the listing thereon of the Capital Securities.

          (h) The Guarantor will pay all expenses incident to the performance of
     their obligations under this Agreement, for any filing fees or other
     expenses (including fees and disbursements of counsel) in connection with
     qualification of the Capital Securities for sale and determination of their
     eligibility for investment under the laws of such jurisdictions as the
     Representatives may designate and the printing of memoranda relating
     thereto, for any fees charged by investment rating agencies for the rating
     of the Capital Securities, for any applicable filing fee incident to, and
     the reasonable fees and disbursements of counsel for the Underwriters in


                                       4
<PAGE>

     connection with, the review by the New York Stock Exchange of the Capital
     Securities, for any travel expenses of the Trust's and the Guarantor's
     officers and employees and any other expenses of the Trust and the
     Guarantor in connection with attending or hosting meetings with prospective
     purchasers of Capital Securities and for expenses incurred in distributing
     any Preliminary Final Prospectus or the Final Prospectus. The Guarantor
     will also pay all fees and expenses of the Debenture Trustee, including the
     fees and disbursements of counsel for the Debenture Trustee in connection
     with the Indenture and the Debentures; the fees and expenses of the
     Property Trustee and the Delaware Trustee, including the fees and
     disbursements of counsel for the Property Trustee and the Delaware Trustee
     in connection with the Trust Agreement and the Certificate of Trust filed
     with the Delaware Secretary of State with respect to the Trust (the
     "Certificate of Trust"); and the fees and expenses of the Guarantee
     Trustee, including the fees and disbursements of counsel for the Guarantee
     Trustee in connection with the Guarantee and the Guarantee Agreement.

          (i) The Trust and the Guarantor will cooperate with the
     Representatives and use all commercially reasonable efforts to permit the
     Capital Securities to be eligible for clearance and settlement through The
     Depository Trust Company.

     5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Capital Securities shall be subject to the
accuracy of the representations and warranties on the part of the Trust and the
Guarantor contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed after the
date hereof and prior to the Closing Date (including the filing of any document
incorporated by reference therein) and as of the Closing Date, to the accuracy
of the statements of the Trust and the Guarantor made in any certificates
pursuant to the provisions hereof, to the performance by the Trust and the
Guarantor of their obligations hereunder and to the following additional
conditions:

          (a) No stop order suspending the effectiveness of the Registration
     Statement, as amended from time to time, shall have been issued and no
     proceedings for that purpose shall have been instituted or threatened by
     the Commission; and the Final Prospectus shall have been filed with the
     Commission pursuant to Rule 424(b) not later than the close of business on
     the second business day following the execution and delivery of this
     Agreement.

          (b) The Trust and the Guarantor shall have furnished to the
     Representatives the opinion of _______________________,
     _____________________________ of the Guarantor, dated the Closing Date, to
     the effect that:

               (i) the Guarantor has been duly incorporated and is a validly
          existing corporation in good standing under the laws of the State of
          Delaware, has the corporate power and authority to own its properties
          and conduct its business as described in the Final Prospectus, and is
          duly registered as a bank holding company under the Bank Holding
          Company Act of 1956, as amended; each of Wells Fargo Bank Minnesota,
          National Association ("Wells Minnesota") and Wells Fargo Bank,
          National Association ("Wells Fargo Bank") is a national banking
          association duly chartered and is in good standing under the National
          Bank Act of 1864, as amended; and WFC Holdings Corporation ("WFC
          Holdings" and together with Wells Minnesota and Wells Fargo Bank, the
          "Significant Subsidiaries") is a duly organized and validly existing
          corporation under the laws of the State of Delaware;

               (ii) each of the Guarantor and the Significant Subsidiaries is
          duly qualified to do business and is in good standing in each
          jurisdiction which requires such qualification wherein it owns or
          leases any material properties or conducts any material business,
          except where the failure to so qualify would not have any material
          adverse effect upon the business, condition or properties of the
          Guarantor and its subsidiaries, taken as a whole;


                                       5
<PAGE>

               (iii) all of the outstanding shares of capital stock of each
          Significant Subsidiary have been duly and validly authorized and
          issued and are fully paid and (except as provided in 12 U.S.C. ss.55)
          nonassessable, and are owned by the Guarantor free and clear of any
          perfected security interest and, to the knowledge of such counsel, any
          other security interests, claims, liens or encumbrances;

               (iv) the number and type of equity securities the Guarantor is
          authorized to issue is as set forth in the Final Prospectus;

               (v) to such counsel's knowledge, there are no legal or
          governmental proceedings pending or threatened which are required to
          be disclosed in the Final Prospectus, other than as disclosed therein,
          and there is no contract or other document of a character required to
          be described or referred to in the Registration Statement or required
          to be filed as an exhibit thereto other than those described or
          referred to therein or filed or incorporated by reference as exhibits
          thereto, and the description thereof or references thereto are
          correct;

               (vi) neither the execution and delivery of this Agreement, the
          Indenture, the Debentures, the Trust Agreement, and the Guarantee
          Agreement nor the consummation of the transactions herein and therein
          contemplated will conflict with, result in a breach of, or constitute
          a default under, any indenture or other agreement or instrument to
          which the Guarantor or any Significant Subsidiary is a party or bound
          constituting a material contract and set forth as an exhibit to the
          Guarantor's most recent Annual Report on Form 10-K or any subsequent
          Quarterly Reports on Form 10-Q or Current Report on Form 8-K, or any
          other indenture or material agreement or instrument known to such
          counsel and to which the Guarantor or any Significant Subsidiary is a
          party or bound, the breach of which would result in a material adverse
          effect on the financial condition of the Guarantor and it
          subsidiaries, taken as a whole, or any order or regulation known to
          such counsel to be applicable to the Guarantor or any Significant
          Subsidiary of any court, regulatory body, administrative agency,
          governmental body or arbitrator having jurisdiction over the Guarantor
          or any Significant Subsidiary; nor will such action result in any
          violation of the provisions of the charter or by-laws of the
          Guarantor;

               (vii) the statements in the Final Prospectus (other than
          statements furnished in writing to the Trust and the Guarantor by or
          on behalf of an Underwriter through the Representatives) under the
          captions "Description of Junior Subordinated Debt Securities",
          "Description of Trust Preferred Securities", "Description of
          Guarantees", "Plan of Distribution", and "Underwriting" insofar as
          they purport to summarize certain provisions of documents or laws
          specifically referred to therein, are accurate summaries of such
          provisions or laws;

               (viii) the Indenture has been duly authorized, executed and
          delivered by the Guarantor, has been duly qualified under the Trust
          Indenture Act, as amended, and (assuming the Indenture has been duly
          authorized, executed and delivered by the Debenture Trustee)
          constitutes a valid and legally binding instrument enforceable against
          the Guarantor in accordance with its terms (subject, as to enforcement
          of remedies, to applicable bankruptcy, reorganization, insolvency,
          moratorium or other laws affecting creditors' rights generally from
          time to time in effect and subject to general equity principles and
          except further as enforcement thereof may be limited by any
          governmental authority that limits, delays or prohibits the making of
          payments outside the United States); and the Debentures have been duly
          authorized and, when executed and authenticated in accordance with the
          provisions of the Indenture and delivered to and paid for by the Trust
          pursuant to the Debenture Purchase Agreement, will constitute valid
          and legally binding obligations of the Guarantor entitled to the
          benefits of the Indenture subject, as to enforcement of remedies, to
          applicable bankruptcy, reorganization, insolvency, moratorium or other
          laws affecting creditors' rights generally from time to


                                       6
<PAGE>

          time in effect and subject to general equity principles and except
          further as enforcement thereof may be limited by any governmental
          authority that limits, delays or prohibits the making of payments
          outside the United States;

               (ix) the Guarantee Agreement has been duly authorized, executed
          and delivered by the Guarantor, and (assuming the Guarantee Agreement
          has been duly authorized, executed and delivered by the Guarantee
          Trustee) constitutes a valid and legally binding instrument
          enforceable against the Guarantor in accordance with its terms
          (subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally from time to time in effect and subject to
          general equity principles and except further as enforcement thereof
          may be limited by any governmental authority that limits, delays or
          prohibits the making of payments outside the United States);

               (x) the Registration Statement and any amendments thereto have
          become effective under the Act; to the knowledge of such counsel, no
          stop order suspending the effectiveness of the Registration Statement,
          as amended, has been issued and no proceedings for that purpose have
          been instituted or threatened; the Registration Statement, the Final
          Prospectus and each amendment thereof or supplement thereto as of
          their respective effective or issue dates (other than the financial
          statements and other financial and statistical information contained
          therein as to which such counsel need express no opinion) complied as
          to form in all material respects with the applicable requirements of
          the Act and the Exchange Act and the respective rules thereunder; and
          such counsel has no reason to believe that the Registration Statement,
          or any amendment thereof, at the time it became effective (other than
          the financial statements and other financial and statistical
          information contained therein as to which such counsel need express no
          opinion), contained any untrue statement of a material fact or omitted
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading or that the Final
          Prospectus, as amended or supplemented (other than the financial
          statements and other financial and statistical information contained
          therein as to which such counsel need express no opinion), includes
          any untrue statement of a material fact or omits to state a material
          fact necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading;

               (xi) this Agreement has been duly authorized, executed and
          delivered by each of the Trust and the Guarantor; and

               (xii) no consent, approval, authorization or order of any court
          or government agency or body is required for the consummation of the
          transactions contemplated herein, except such as have been obtained
          under the Act and the Trust Indenture Act and such as may be required
          under the Blue Sky laws of any jurisdiction in connection with the
          purchase and distribution of the Capital Securities by the
          Underwriters.

          In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the States
     of Minnesota and California and the Delaware General Corporation Law or the
     United States, to the extent deemed proper and specified in such opinion,
     upon the opinion of counsel who are satisfactory to counsel for the
     Underwriters; and (B) as to matters of fact, to the extent deemed proper,
     on certificates of responsible officers of the Trust and the Guarantor and
     its subsidiaries and public officials.

          (c) The Representatives shall have received the opinion of
     _________________________, counsel to _____________, as Property Trustee
     under the Trust Agreement, Debenture Trustee under the Indenture, and
     Guarantee Trustee under the Guarantee Agreement, dated the Closing Date, to
     the effect that:

               (i) _______________ is duly incorporated and is validly existing
          in good


                                       7
<PAGE>

          standing as a banking corporation under the law of the State of
          Delaware.

               (ii) _______________ has the power and authority to execute,
          deliver and perform its obligations under the Trust Agreement, the
          Indenture and the Guarantee Agreement.

               (iii) Each of the Trust Agreement, the Indenture and the
          Guarantee Agreement has been duly authorized, executed and delivered
          by ______________ and constitutes a legal, valid and binding
          obligation of ______________, enforceable against ______________, in
          accordance with its terms.

               (iv) The execution, delivery and performance by _____________ of
          the Trust Agreement, the Indenture and the Guarantee Agreement do not
          conflict with or constitute a breach of the charter or by-laws of
          _______________.

               (v) No consent, approval or authorization of, or registration
          with or notice to, any governmental authority or agency of the State
          of Delaware or the United States of America governing the banking or
          trust powers of ________________ is required for the execution,
          delivery or performance by _________________ of the Trust Agreement,
          the Indenture and the Guarantee Agreement.

          (d) The Representatives shall have received the opinion of
     ______________________, as special Delaware counsel to the Trust and the
     Guarantor, dated the Closing Date, to the effect that:

               (i) The Trust has been duly created and is validly existing in
          good standing as a business trust under the Delaware Act, and all
          filings required as of the date hereof under the Delaware Act with
          respect to the creation and valid existence of the Trust as a business
          trust have been made.

               (ii) Under the Trust Agreement and the Delaware Act, the Trust
          has the trust power and authority to own property and to conduct its
          business, all as described in the Final Prospectus.

               (iii) the Trust Agreement constitutes a valid and legally binding
          instrument enforceable against the Guarantor, the Property Trustee and
          each of the Administrative Trustees in accordance with its terms
          (subject, as to enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws affecting
          creditors' rights generally from time to time in effect and subject to
          general equity principles and except further as enforcement thereof
          may be limited by any governmental authority that limits, delays or
          prohibits the making of payments outside the United States);

               (iv) Under the Trust Agreement and the Delaware Act, the Trust
          has the trust power and authority (i) to execute and deliver, and to
          perform its obligations under, this Agreement, and (ii) to issue, and
          to perform its obligations under, the Capital Securities and the Trust
          Common Securities.

               (v) Under the Trust Agreement and the Delaware Act, the execution
          and delivery by the Trust of this Agreement, and the performance by
          the Trust of its obligations under this Agreement, have been duly
          authorized by all necessary trust action on the part of the Trust.

               (vi) Under the Delaware Act, the certificate attached to the
          Trust Agreement as Exhibit __ is an appropriate form of certificate to
          evidence ownership of


                                       8
<PAGE>

          the Capital Securities. The Capital Securities have been duly
          authorized by the Trust Agreement and, when issued and delivered in
          accordance with this Agreement, will be duly and validly issued, and,
          subject to the qualifications hereinafter expressed in this paragraph
          (vi), fully paid and non-assessable undivided beneficial interests in
          the assets of the Trust and are entitled to the benefits of the Trust
          Agreement. The Trust Common Securities have been duly authorized by
          the Trust Agreement and are duly and validly issued undivided
          beneficial interests in the assets of the Trust and are entitled to
          the benefits of the Trust Agreement. The holders of the Capital
          Securities, as beneficial owners of the Trust, 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. Such counsel may note that
          the respective holders of the Capital Securities may be obligated,
          pursuant to the Trust Agreement, to make certain payments under the
          Trust Agreement.

               (vii) Under the Trust Agreement and the Delaware Act, the
          issuance of the Capital Securities and the Trust Common Securities is
          not subject to preemptive or similar rights.

               (viii) The issuance and sale by the Trust of the Capital
          Securities and the Trust Common Securities, the purchase by the Trust
          of the Debentures, the execution, delivery and performance by the
          Trust of this Agreement and the Guarantee Agreement, the consummation
          by the Trust of the transactions contemplated by this Agreement and
          compliance by the Trust with its obligations under this Agreement do
          not violate (a) any of the provisions of the Certificate of Trust or
          the Trust Agreement, (b) any applicable Delaware law or Delaware
          administrative regulation.

          (e) The Representatives shall have received from their counsel such
     opinion or opinions, dated the Closing Date, with respect to the Capital
     Securities, the Debenture, the Guarantee Agreement, the Indenture, the
     Registration Statement, the Final Prospectus and other related matters as
     the Representatives may reasonably require, and the Trust and the Guarantor
     shall have furnished to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters.

          (f) Each of the Trust and the Guarantor shall have furnished to the
     Representatives a certificate, signed, with respect to the Trust, by an
     Administrative Trustee of the Trust and, with respect to the Guarantor, by
     any Senior Vice President or Executive Vice President and the principal
     financial or accounting officer of the Guarantor, dated the Closing Date,
     to the effect that:

               (i) with respect to the certificate delivered by the Trust, the
          representations and warranties of the Trust in Section 1 hereof are
          true and correct on and as of the Closing Date with the same effect as
          if made on the Closing Date, and the Trust has complied with all the
          agreements and satisfied all the conditions on their part to be
          performed or satisfied at or prior to the Closing Date, and, with
          respect to the certificate delivered by the Guarantor, the
          representations and warranties of the Guarantor in Section 1 hereof
          are true and correct on and as of the Closing Date with the same
          effect as if made on the Closing Date, and the Guarantor has complied
          with all the agreements and satisfied all the conditions on their part
          to be performed or satisfied at or prior to the Closing Date;

               (ii) no stop order suspending the effectiveness of the
          Registration Statement, as amended, has been issued and no proceedings
          for that purpose have been instituted or threatened; and

               (iii) with respect to the certificate delivered by the Guarantor,
          since the date of the most recent financial statements included in the
          Final Prospectus, there has been no


                                       9
<PAGE>

          material adverse change in the condition, financial or otherwise,
          earnings, business, properties or business prospects of the Guarantor
          and its subsidiaries, taken as a whole, whether or not arising from
          transactions in the ordinary course of business, except as set forth
          in or contemplated in the Final Prospectus.

          (g) At the Closing Date, KPMG LLP shall have furnished to the
     Representatives a letter or letters (which may refer to letters previously
     delivered to one or more of the Representatives), dated the Closing Date,
     in substantially the form attached hereto as Exhibit A.

          (h) As of the Closing Date, there shall not have occurred since the
     date hereof any change in the condition, financial or otherwise, or in the
     earnings, business, properties, results of operations or business prospects
     of the Trust, the Guarantor and the Guarantor's subsidiaries, taken as a
     whole, from that set forth in the Final Prospectus, as amended or
     supplemented as of the date hereof, that, in the judgment of the
     Representatives, is material and adverse and that makes it, in the judgment
     of the Representatives, impracticable to market the Capital Securities on
     the terms and in the manner contemplated by the Final Prospectus, as so
     amended or supplemented.

     If (i) any of the conditions specified in this Section 5 shall not have
been fulfilled when and as provided in this Agreement, or (ii) any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Representatives and
their counsel, this Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Trust and the
Guarantor in writing or by telephone or telegraph confirmed in writing.

     6. Reimbursement of Underwriters' Expenses. If the sale of the Capital
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Trust and the Guarantor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Trust and the Guarantor will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel and those described in
Section 4(h) hereof) that shall have been incurred by them in connection with
the proposed purchase and sale of the Capital Securities.

     7. Indemnification and Contribution.

          (a) The Trust and the Guarantor jointly and severally agree to
     indemnify and hold harmless each Underwriter and each person who controls
     any Underwriter within the meaning of either Section 15 of the Act or
     Section 20 of the Exchange Act against any and all losses, claims, damages
     or liabilities, joint or several, arising out of or based upon any untrue
     statement or alleged untrue statement of a material fact contained in the
     Registration Statement for the registration of the Capital Securities, the
     Guarantee and the Debentures as originally filed or in any amendment
     thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or
     the Final Prospectus, or in any amendment thereof or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and agrees to reimburse each such
     indemnified party to the extent set forth below, as incurred, for any legal
     or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that (i) the Trust and the Guarantor will not be
     liable in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon any such untrue statement or
     alleged untrue statement or omission or alleged omission made therein in
     reliance upon and in conformity with written information furnished to the
     Trust and the Guarantor by or on behalf of any Underwriter through the
     Representatives specifically for use therein (it being understood and
     agreed that the only such information furnished by any Underwriter consists
     of such information described as such in Schedule I hereto); and (ii) with
     respect to any untrue statement or alleged untrue statement in or omission
     or alleged omission from the Basic


                                       10
<PAGE>

     Prospectus or any Preliminary Final Prospectus, the indemnity agreement
     contained in this subsection (a) shall not inure to the benefit of any
     Underwriter (or any person controlling such Underwriter) from whom the
     person asserting any such losses, claims, damages or liabilities purchased
     the Capital Securities concerned, to the extent that the Final Prospectus
     relating to such Capital Securities was required to be delivered by such
     Underwriter under the Act in connection with such purchase and the untrue
     statement or omission of a material fact contained in the Basic Prospectus
     or any Preliminary Final Prospectus was corrected in the Final Prospectus
     as amended or supplemented if the Trust and the Guarantor had previously
     furnished copies of the Final Prospectus as amended or supplemented
     (exclusive of material incorporated by reference) to such Underwriter. This
     indemnity agreement will be in addition to any liability which the Trust
     and the Guarantor may otherwise have.

          (b) Each Underwriter, severally and not jointly, agrees to indemnify
     and hold harmless the Trust, the Issuer Trustees, the Guarantor, each of
     its directors, each of their officers who signs the Registration Statement,
     and each person who controls the Trust or the Guarantor within the meaning
     of either Section 15 of the Act or Section 20 of the Exchange Act, to the
     same extent as the foregoing indemnity from the Trust and the Guarantor to
     each Underwriter, but only with reference to written information relating
     to such Underwriter furnished to the Trust and the Guarantor by or on
     behalf of such Underwriter through the Representatives for use in the
     preparation of the documents referred to in the foregoing indemnity. This
     indemnity agreement will be in addition to any liability which any
     Underwriter may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action (including any governmental
     investigation), such indemnified party will, if a claim in respect thereof
     is to be made against the indemnifying party under this Section 7, notify
     the indemnifying party in writing of the commencement thereof; but the
     omission so to notify the indemnifying party will not relieve it from any
     liability which it may have to any indemnified party otherwise than under
     this Section 7. In case any such action is brought against any indemnified
     party, and it notifies the indemnifying party of the commencement thereof,
     the indemnifying party will be entitled to participate therein, and to the
     extent that it shall wish, jointly, with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party). In
     any such proceeding, any indemnified party shall have the right to obtain
     its own counsel, but the fees and expenses of such counsel shall be at the
     expense of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnified party and the indemnifying
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential conflicts of interests between
     them. It is understood that the indemnifying party shall not, in respect of
     the legal expenses of any indemnified party in connection with any
     proceeding or related proceedings in the same jurisdiction, be liable for
     the fees and expenses of more than one separate identified firm (in
     addition to any identified local counsel) for all such indemnified parties
     and that all such fees and expenses shall be reimbursed as they are
     incurred. Such firm shall be designated in writing by the Representatives
     that are indemnified parties in the case of parties to be indemnified
     pursuant to paragraph (a) of this Section 7 and by the Guarantor in the
     case of parties to be indemnified pursuant to paragraph (b) of this Section
     7. An indemnifying party shall not be liable for any settlement of any
     proceeding effected without its prior written consent, but if settled with
     such consent or if there be a final judgment for the plaintiff, the
     indemnifying party agrees to indemnify the indemnified party from and
     against any loss or liability by reason of such settlement or judgment. No
     indemnifying party shall, without the prior written consent of the
     indemnified party (which consent shall not be unreasonably withheld or
     delayed), effect any settlement of any pending or threatened proceeding in
     respect of which any indemnified party is a party and indemnity could have
     been sought hereunder by such indemnified party, unless such settlement (i)
     includes an unconditional release of such indemnified party from all
     liability on claims that are the subject matter of such proceeding and (ii)
     does not include a statement as to, or an admission of, fault, culpability
     or a


                                       11
<PAGE>

     failure to act by or on behalf of the indemnified party.

          (d) To the extent the indemnification provided for in Section 7(a) or
     7(b) hereof is unavailable to an indemnified party or insufficient in
     respect of any losses, claims, damages or liabilities referred to therein,
     then each indemnifying party under such paragraph, in lieu of indemnifying
     such indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the Trust and the Guarantor, on the one
     hand, and each Underwriter, on the other hand, from the offering of such
     Capital Securities or (ii) if the allocation provided by clause (i) above
     is not permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Trust and the Guarantor, on the one hand,
     and each Underwriter, on the other hand, in connection with the statements
     or omissions that resulted in such losses, claims, damages or liabilities,
     as well as any other relevant equitable considerations. The relative
     benefits received by the Trust and the Guarantor, on the one hand, and each
     Underwriter, on the other hand, in connection with the offering of such
     Capital Securities shall be deemed to be in the same respective proportions
     as the total net proceeds from the offering of such Capital Securities
     (before deducting expenses) received by the Trust and the Guarantor bear to
     the total discounts and commissions received by each Underwriter in respect
     thereof. The relative fault of the Trust and the Guarantor, on the one
     hand, and each Underwriter, on the other hand, shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the Trust and the
     Guarantor or by such Underwriter and the parties' relative intent,
     knowledge, access to information and opportunity to correct or prevent such
     statement or omission. Each Underwriter's obligation to contribute pursuant
     to this Section 7 shall be several in the proportion that the number of
     Capital Securities the sale of which by such Underwriter gave rise to such
     losses, claims, damages or liabilities bears to the aggregate number of
     Capital Securities the sale of which by all Underwriters gave rise to such
     losses, claims, damages or liabilities, and not joint.

          (e) The Trust and the Guarantor and the Underwriters agree that it
     would not be just or equitable if contribution pursuant to Section 7(d)
     hereof were determined by pro rata allocation (even if the Underwriters
     were treated as one entity for such purpose) or by any other method of
     allocation that does not take account of the equitable considerations
     referred to in Section 7(d) hereof. The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages and
     liabilities referred to in Section 7(d) hereof shall be deemed to include,
     subject to the limitations set forth above, any legal or other expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 7, no Underwriter shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Capital Securities referred to in Section 7(d) hereof that were
     offered and sold to the public through such Underwriter exceeds the amount
     of any damages that such Underwriter has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or omission or alleged
     omission. No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

     8. Default by an Underwriter. If any one or more Underwriters shall fail to
purchase and pay for any of the Capital Securities agreed to be purchased by
such Underwriter or Underwriters hereunder, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the number of Capital Securities set forth opposite their names in Schedule II
hereto bear to the aggregate number of Capital Securities set forth opposite the
names of all the remaining Underwriters) the Capital Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate number of Capital Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate number of Capital Securities set forth in Schedule
II hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of such Capital Securities;
provided further, that if the remaining Underwriters do not exercise their right
to purchase such


                                       12
<PAGE>

Capital Securities and arrangements for the purchase of such Capital Securities
satisfactory to the Trust and the Guarantor and the Representatives are not made
within 36 hours after such default, then this Agreement will terminate without
liability to any nondefaulting Underwriter, the Trust or the Guarantor. In the
event of a default by any Underwriter as set forth in this Section 8, the
Closing Date shall be postponed for such period, not exceeding seven days, as
the Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Trust and the
Guarantor and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

     9. Underwriter Representations and Agreements. In the event that the offer
or sale of the Capital Securities by an Underwriter in a jurisdiction requires
any action on the part of the Trust and the Guarantor in or with respect to such
jurisdiction, such Underwriter represents and agrees that it will (i) inform the
Trust or the Guarantor that the Trust or the Guarantor is required to take such
action prior to the time such action is required to be taken, and (ii) cooperate
with and assist the Trust or the Guarantor in complying with such requirements.
Each Underwriter severally agrees that it will, to the best of its knowledge and
belief, comply with all applicable securities laws and regulations in force in
any jurisdiction in which it purchases, offers, sells or delivers the Capital
Securities or possesses or distributes any Preliminary Final Prospectus or the
Final Prospectus, and will obtain any required consent, approval or permission
for its purchase, offer, sale or delivery of the Capital Securities under the
laws and regulations in force in any jurisdiction to which it is subject or in
which it makes any such purchases, offers, sales or deliveries.

     10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Trust and the
Guarantor prior to delivery of and payment for the Capital Securities, if prior
to such time there shall have occurred any (i) suspension or material limitation
of trading generally on the New York Stock Exchange, (ii) suspension of trading
of any securities of the Guarantor on any exchange or in any over-the-counter
market, (iii) declaration of a general moratorium on commercial banking
activities in California or New York by either Federal or state authorities,
(iv) lowering of the rating assigned to any debt securities of the Guarantor by
any nationally-recognized securities rating agency or public announcement by any
such rating agency that it has under surveillance or review, with possible
negative consequences, its rating of any debt securities of the Guarantor or (v)
outbreak or escalation of hostilities in which the United States is involved,
declaration of war by Congress or change in financial markets or calamity or
crisis that, in the judgment of the Representatives, is material and adverse
and, in the case of any of the events described in clauses (i) through (v), such
event, either alone or together with any other such event, makes it, in the
judgment of the Representatives, impracticable to proceed with completion of the
public offering of, or sale of and payment for, the Capital Securities.

     11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Trust, the
Guarantor or their officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter, the Trust or the
Guarantor or any of the officers, directors or controlling persons referred to
in Section 7 hereof, and will survive delivery of and payment for the Capital
Securities. The provisions of Sections 6 and 7 hereof shall survive the
termination or cancellation of this Agreement.

     12. Notices. Unless otherwise provided herein, all notices required under
the terms and provisions hereof shall be in writing, either delivered by hand,
by mail or by facsimile, telex, telecopier, or telegram and confirmed to the
recipient, and any such notice shall be effective when received if sent to the
Representatives, at the address specified in Schedule I hereto, or if sent to
the Trust or the Guarantor, at 444 Market Street, MAC: 0195-171, San Francisco,
California, 94111.

     13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.


                                       13
<PAGE>

     14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

     15. Business Day. As used herein, the term "business day" shall mean any
day when the Commission's office in Washington, D.C. is normally open for
business.


                                       14
<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Trust,
the Guarantor and the several Underwriters.

                                       Very truly yours,

                                       WELLS FARGO CAPITAL ____

                                       By  WELLS FARGO & COMPANY, as Depositor


                                       By:
                                           -------------------------------------

                                       Name:
                                       Title:



                                       WELLS FARGO & COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


The foregoing Agreement is hereby
confirmed and accepted as of the date
specified in Schedule I hereto.


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


     Acting on behalf of themselves and
        as the Representatives of the
        several Underwriters.

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


By:
    -----------------------------------
    Name:
    Title:
<PAGE>

                                   SCHEDULE I

Underwriting Agreement dated ________, 20__ (the "Agreement")

Registration Statement No. 333-______

Representatives, including addresses:



Title, Purchase Price and Description of Capital Securities:

         Title:  __% Capital Securities

         Number:

         Price to Public:  $

         Purchase price (include type of funds, if other than Federal Funds,
         and accrued interest or amortization if applicable): $ _______ payable
         in immediately available funds

         Distributions:

         Liquidation Preference: $__ per capital security

         Sinking fund provisions:

         Redemption provisions:

         Provisions regarding repayment at the option of Holders:

Closing Date, Time and Location: ___________, 2001, 9:00 a.m., New York City
time, at the offices of ____________________________________________________

Information Supplied by Underwriters: For purposes of Sections 7(a) and 7(b) of
the Agreement, the only information furnished to the Trust and the Guarantor by
any Underwriter for use in any Preliminary Final Prospectus or the Final
Prospectus consists of: (i) the concession and discount figures contained in the
[ ] paragraph under the caption "Underwriting" therein, (ii) the [ ] sentence of
the [ ] paragraph under the caption "Underwriting" therein and (iii) the [ ]
paragraphs under the caption "Underwriting" therein.


                                      I-1
<PAGE>

                                   SCHEDULE II

Underwriter                                         Number of Capital
-----------                                         Securities to be
                                                        Purchased
                                                        ---------
[_____________________________].................... $

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

 ...................................................

         Total..................................... $


                                      II-1

</TEXT>
</DOCUMENT>
