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