WELLS FARGO & CO/MN
S-4, 2000-01-28
NATIONAL COMMERCIAL BANKS
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<PAGE>

    As filed with the Securities and Exchange Commission on January 28, 2000
                                                     Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-4

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                             WELLS FARGO & COMPANY
               (Exact name of registrant as specified in charter)

<TABLE>
<S>                                <C>                                <C>
            Delaware                              6712                            41-0449260
 (State or other jurisdiction of      (Primary Standard Industrial              (IRS Employer
 incorporation or organization)        Classification Code Number)          Identification Number)
</TABLE>

                             Wells Fargo & Company
                             420 Montgomery Street
                        San Francisco, California 94163
                                 (800) 411-4932
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                ---------------
                               Stanley S. Stroup
                  Executive Vice President and General Counsel
                             Wells Fargo & Company
                             420 Montgomery Street
                        San Francisco, California 94163
                                  415-396-6019
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:
<TABLE>
<S>                                                <C>
                 Robert J. Kaukol                                  Michael W. Puerner
              Wells Fargo & Company                       Foster, Swift, Collins & Smith, P.C.
           1050 17th Street, Suite 120                        313 South Washington Square
              Denver, Colorado 80265                          Lansing, Michigan 48933-2193
                  (303) 899-5802                                     (517) 371-8123
</TABLE>
                                ---------------
   Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.

   If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<CAPTION>
                                       Proposed Maximum Proposed Maximum   Amount Of
 Title Of Securities To   Amount To Be  Offering Price      Aggregate     Registration
     Be Registered         Registered     Per Share     Offering Price(1)    Fee(2)
- --------------------------------------------------------------------------------------
<S>                       <C>          <C>              <C>               <C>
Common stock, $1-2/3 par
 value (and associated
 preferred stock
 purchase rights)          5,500,000         N/A          $165,603,125     $43,719.23
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
</TABLE>
(1)  Computed in accordance with Rule 457(f)(1) based on the aggregate market
     value on January 24, 2000 of the maximum number of shares of Michigan
     Financial Corporation common stock expected to be received by the
     registrant in the merger and calculated by multiplying (i) the last sale
     price of Michigan Financial Corporation common stock as reported on the
     Nasdaq National Market System for January 24, 2000 ($24.625) by (ii)
     6,725,000, representing the maximum approximate number of shares of
     Michigan Financial Corporation common stock expected to be received by the
     registrant in the merger.
(2)  Based on .000264 of the proposed maximum aggregate offering price.

   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                         MICHIGAN FINANCIAL CORPORATION

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

                   Notice of Special Meeting of Shareholders
                           To Be Held March 15, 2000

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

To the Shareholders of Michigan Financial Corporation:

   A special meeting of shareholders of Michigan Financial Corporation, a
Michigan corporation ("Michigan Financial"), will be held on Wednesday, March
15, 2000, at 10:00 a.m., local time, at the Ramada Inn, Peninsula West Room,
412 West Washington Street, Marquette, Michigan 49855, for the following
purposes:

  1. To consider and vote upon a proposal to approve the Agreement and Plan
     of Reorganization, dated as of November 2, 1999, and as amended as of
     January 25, 2000 (as amended, the "Merger Agreement"), by and between
     Michigan Financial and Wells Fargo & Company ("Wells Fargo"), pursuant
     to which, among other things, a wholly-owned subsidiary of Wells Fargo
     will merge with and into Michigan Financial upon the terms and subject
     to the conditions set forth in the Merger Agreement, as more fully
     described in the proxy statement-prospectus that follows this notice.

  2. To transact such other business as may properly be brought before the
     special meeting and any adjournments or postponements of the special
     meeting.

   The board of directors of Michigan Financial has fixed the close of business
on February 5, 2000 as the record date for determining those shareholders
entitled to vote at the special meeting and any adjournments or postponements
of the special meeting. Only shareholders of record on this date are entitled
to notice of, and to vote at, the special meeting and any adjournments or
postponements of the special meeting.

                                          By Order of the Board of Directors

                                          Kenneth F. Beck
                                          Corporate Secretary

Marquette, Michigan
February 15, 2000

 Please promptly complete, sign, date and return the enclosed proxy card
 whether or not you plan to attend the special meeting. Failure to return a
 properly executed proxy or to vote at the meeting will have the same effect
 as a vote against the Merger Agreement and the merger. You may still vote at
 the special meeting even if you have previously returned your proxy card.

<PAGE>

                           [Michigan Financial logo]

                     -------------------------------------
   The board of directors of Michigan Financial Corporation has approved the
sale of Michigan Financial to Wells Fargo & Company. The sale requires the
approval of Michigan Financial's shareholders. A special meeting of
shareholders will be held to vote on the proposed sale. The date, time and
place of the meeting are set forth in the notice of special meeting on the
preceding page.

   If the sale is completed, based on the recent price range for its common
stock, Wells Fargo expects to exchange between 0.675 and 0.685 of a share of
its common stock for each share of Michigan Financial common stock then
outstanding. The actual exchange ratio, which could fall outside of the
expected range of 0.675 to 0.685, will be determined based on a formula that
will adjust the exchange ratio for the exercise or redemption, prior to
completion of the sale, of options to purchase Michigan Financial common stock.
The extent of the adjustment will depend in part on the average closing price
of Wells Fargo common stock during a specified measurement period. The formula
is described in more detail later in this document.

   On November 2, 1999, the day before the proposed sale was announced, Wells
Fargo common stock closed at $47.38 a share, making 0.675 and 0.685 of a share
of Wells Fargo common stock on that date equal to $31.98 and $32.46,
respectively. On February   , 2000, Wells Fargo common stock closed at $     a
share, making 0.675 and 0.685 of a share of Wells Fargo common stock on the
date equal to $    and $   , respectively.

   The merger is expected to be generally tax free to Michigan Financial
shareholders, except for cash received instead of fractional shares.

   This proxy statement-prospectus provides detailed information about the
proposed sale. Please read this entire document carefully. You can find
additional information about Wells Fargo and Michigan Financial from documents
filed with the Securities and Exchange Commission (SEC).

   Whether or not you plan to attend the meeting, please complete and mail the
enclosed proxy card. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be voted in favor of the sale.
If you fail to return your proxy card, or if you fail to instruct your broker
how to vote shares held for you in the broker's name, the effect will be the
same as a vote against the sale.

   No vote of Wells Fargo's stockholders is required to approve the
transaction.

   Howard L. Cohodas
   Chairman of the Board and President
                     -------------------------------------

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Wells Fargo common stock to be
issued or determined if this proxy statement-prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

   The shares of Wells Fargo common stock to be issued in the merger are not
savings or deposit accounts or other obligations or any bank or non-bank
subsidiary of Wells Fargo, and they are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any other governmental
agency.


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

              Proxy Statement-Prospectus dated February 15, 2000.
 First mailed to Michigan Financial shareholders on or about February 15, 2000.
<PAGE>

                             ADDITIONAL INFORMATION

   This proxy statement-prospectus incorporates important business and
financial information about Wells Fargo and Michigan Financial that is not
included in or delivered with this document. See "Where You Can Find More
Information" on page     for a list of the documents that Wells Fargo and
Michigan Financial have incorporated into this proxy statement-prospectus. The
documents are available to you without charge upon written or oral request made
as follows:

       Wells Fargo Documents:              Michigan Financial Documents:
         Corporate Secretary                    Corporate Secretary
        Wells Fargo & Company              Michigan Financial Corporation
            MAC N9305-173                    101 West Washington Street
         Sixth and Marquette                 Marquette, Michigan 49855
    Minneapolis, Minnesota 55479                   (906) 228-6940
           (612) 667-8655

   To obtain documents in time for the special meeting, your request should be
received by March 8, 2000.


                                       i
<PAGE>

                   QUESTIONS AND ANSWERS ABOUT THIS DOCUMENT

   What is the purpose of this document?

   This document serves as both a proxy statement of Michigan Financial and a
prospectus of Wells Fargo. As a proxy statement, it's being provided to you
because Michigan Financial's board of directors is soliciting your proxy for
use at the special meeting of shareholders called to consider and vote on the
proposed sale of Michigan Financial to Wells Fargo. As a prospectus, it's being
provided to you because Wells Fargo is offering to exchange shares of its
common stock for your shares of Michigan Financial common stock.

   Do I need to read the entire document?

   Absolutely. Much of this proxy statement-prospectus summarizes information
that is in greater detail elsewhere in this document or in the appendices to
this document. Each summary discussion is qualified by reference to the full
text. For example, the summary of the terms of the merger agreement is
qualified by the actual terms of the merger agreement, a copy of which is
attached as Appendix A.

   Is there other information I should consider?

   Yes. Much of the business and financial information about Wells Fargo and
Michigan Financial that may be important to you is not included in this
document. Instead, this information is incorporated by reference to documents
separately filed by Wells Fargo and Michigan Financial with the SEC. This means
that Wells Fargo and Michigan Financial may satisfy their disclosure
obligations to you by referring you to one or more documents separately filed
by them with the SEC.

   See "Where You Can Find More Information" on page    for a list of documents
that Wells Fargo and Michigan Financial have incorporated by reference into
this proxy statement-prospectus and for instructions on how to obtain copies of
these documents. The documents are available to you without charge.

   What if there is a conflict between documents?

   You should rely on the later filed document. Information in this proxy
statement-prospectus may update information contained in one or more of the
Wells Fargo or Michigan Financial documents incorporated by reference.
Similarly, information in documents that Wells Fargo or Michigan Financial may
file after the date of this proxy statement-prospectus may update information
in this proxy statement-prospectus or information in previously filed
documents.

   What if I choose not to read the incorporated documents?

   Information contained in a document that is incorporated by reference is
part of this proxy statement-prospectus, unless it is superseded by information
contained directly in this proxy statement-prospectus or in one or more
documents filed with the SEC after the date of this proxy statement-prospectus.
Information that is incorporated from another document is considered to have
been disclosed to you whether or not you choose to read the document.

                                       ii
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
SUMMARY.....................................................................   1
  The Merger................................................................   1
  The Companies.............................................................   1
  What You Will Receive.....................................................   1
  Federal Income Tax Consequences To Michigan Financial Shareholders........   2
  Reasons For The Merger....................................................   2
  Fairness Opinion..........................................................   2
  Surrender Of Michigan Financial Shares....................................   2
  Additional Benefits To Michigan Financial Management......................   3
  Dissenters' Rights........................................................   3
  Special Meeting...........................................................   3
  Vote Required To Approve Merger...........................................   3
  Support Agreements........................................................   3
  Differences In The Rights Of Shareholders.................................   4
  Regulatory Approvals......................................................   4
  Other Conditions To Completing The Merger.................................   4
  Termination Of The Merger Agreement.......................................   4
  Redemption Of Unexercised Options.........................................   4
  Accounting Treatment......................................................   5
  Regulation Of Wells Fargo.................................................   5
  Market Price Information..................................................   5
  Selected Financial Data...................................................   6
  Comparative Per Common Share Data.........................................   7
SPECIAL MEETING OF SHAREHOLDERS.............................................   8
  Date, Time And Place......................................................   8
  Record Date...............................................................   8
  Vote Required To Approve Merger...........................................   8
  Agreements To Vote For The Merger.........................................   8
  Voting And Revocation Of Proxies..........................................   8
  Solicitation Of Proxies...................................................   9
  Other Matters Considered At The Meeting...................................   9
THE MERGER..................................................................  10
  Effect Of The Merger......................................................  10
  Background Of And Reasons For The Merger..................................  10
  Opinion Of Michigan Financial's Financial Advisor.........................  12
  Additional Interests Of Michigan Financial Management.....................  17
  Dissenters' Rights........................................................  18
  Exchange Of Certificates..................................................  18
  Regulatory Approvals......................................................  19
  Effect Of Merger On Michigan Financial's Employee Benefit Plans...........  19
  U.S. Federal Income Tax Consequences Of The Merger........................  20
  Support Agreements........................................................  21
  Resale Of Wells Fargo Common Stock Issued In The Merger...................  21
  Stock Exchange Listing....................................................  21
  Accounting Treatment......................................................  22
THE MERGER AGREEMENT........................................................  23
  Basic Plan Of Reorganization..............................................  23
  Redemption Of Unexercised Options.........................................  24
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                         <C>
  Termination Of Options Not Exercised Or Redeemed.........................  25
  Representations And Warranties...........................................  25
  Certain Covenants........................................................  25
  Conditions To The Merger.................................................  27
  Termination Of The Merger Agreement......................................  28
  Effect Of Termination....................................................  29
  Waiver And Amendment.....................................................  30
  Expenses.................................................................  30
COMPARISON OF STOCKHOLDER RIGHTS...........................................  30
  Introduction.............................................................  30
  Authorized And Outstanding Capital Stock.................................  30
  Rights Plan..............................................................  31
  Number And Election Of Directors.........................................  31
  Amendment Of Governing Documents.........................................  31
  Approval Of Mergers And Assets Sales.....................................  32
  Preemptive Rights........................................................  32
  Appraisal Rights.........................................................  33
  Special Meetings.........................................................  33
  Directors' Duties........................................................  33
  Action Without A Meeting.................................................  34
  Limitations On Directors' Liability......................................  34
  Indemnification Of Officers And Directors................................  35
  Dividends................................................................  35
  Corporate Governance Procedures; Nomination Of Directors.................  36
FORMATION ABOUT WELLS FARGO................................................  37
  General..................................................................  37
  Management And Additional Information....................................  37
  Information On Wells Fargo's Web Site....................................  37
REGULATION AND SUPERVISION OF WELLS FARGO..................................  38
  Introduction.............................................................  38
  Regulatory Agencies......................................................  38
  Bank Holding Company Activities..........................................  38
  Dividend Restrictions....................................................  39
  Holding Company Structure................................................  40
  Capital Requirements.....................................................  40
  FDIC Insurance...........................................................  42
  Fiscal And Monetary Policies.............................................  42
  Competition..............................................................  43
  Financial Modernization..................................................  43
INFORMATION ABOUT MICHIGAN FINANCIAL.......................................  44
  General..................................................................  44
  Certain Additional Information Incorporated by Reference and Delivered
   Herewith................................................................  44
PRICE RANGE OF COMMON STOCK AND DIVIDENDS..................................  33
  Wells Fargo Share Prices And Dividends...................................  44
  Michigan Financial Share Prices And Dividends............................  45
EXPERTS....................................................................  45
  Wells Fargo's Independent Accountants....................................  45
  Michigan Financial's Independent Accountants.............................  45
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                          <C>
OPINIONS....................................................................  46
  Share Issuance............................................................  46
  Tax Matters...............................................................  46
WHERE YOU CAN FIND MORE INFORMATION.........................................  46
  SEC Filings...............................................................  46
  Registration Statement....................................................  46
  Documents Incorporated By Reference.......................................  46
  Documents Available Without Charge........................................  47
FORWARD-LOOKING STATEMENTS..................................................  48
</TABLE>

APPENDIX A Agreement and Plan of Reorganization and Amendment to Agreement and
            Plan of Reorganization

APPENDIX B Opinion of McConnell, Budd & Downes, Inc.

                                       v
<PAGE>

                                    SUMMARY

   This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
merger fully, and for a more complete description of the legal terms of the
merger, you should carefully read this document and the other documents to
which this document refers you. See "Where You Can Find More Information" on
page   . Each item in this summary includes a page reference to a more complete
description of that item.

The Merger (page   )

   In the proposed transaction, Wells Fargo will acquire Michigan Financial
through the merger of a Wells Fargo subsidiary with Michigan Financial.
Michigan Financial will survive the merger as a subsidiary of Wells Fargo. If
the merger is completed, Wells Fargo will exchange shares of its common stock
for shares of Michigan Financial common stock so that, after the merger is
completed, Wells Fargo will own all of the outstanding stock of Michigan
Financial.

   The merger agreement, as amended, is attached to this proxy statement-
prospectus as Appendix A. When used in this proxy statement-prospectus, the
term "merger agreement" refers to the merger agreement, as amended. Please read
the merger agreement as it is the document that governs the merger.

The Companies (pages    and   )

   Wells Fargo & Company
   420 Montgomery Street
   San Francisco, California 94163
   (800) 411-4932

   Wells Fargo & Company is a diversified financial services company whose
subsidiaries and affiliates provide banking, insurance, investments, and
mortgage and consumer finance through stores located across North America. At
September 30, 1999, Wells Fargo had $207 billion of assets, 7th largest among
U.S. bank holding companies.

   Michigan Financial Corporation
   101 West Washington Street
   Marquette, Michigan 49855
   (906) 228-6940

   Michigan Financial Corporation is a bank holding company with seven
subsidiary banks and one life insurance subsidiary. Its seven subsidiary banks,
either individually or in the aggregate, provide a full range of banking and
trust services from 32 offices in nine counties of Michigan's Upper Peninsula.
Its life insurance subsidiary underwrites, as a reinsurer, credit life and
credit accident and health insurance directly related to extensions of credit
by the subsidiary banks. At September 30, 1999, Michigan Financial had assets
of $834 million.

What You Will Receive (page   )

 Shares Of Wells Fargo Common Stock

   If the merger is completed, you will receive a fraction of a share of Wells
Fargo common stock for each share of Michigan Financial common stock you own.
That fraction of a share is referred to as the exchange ratio.

                                       1
<PAGE>


   Michigan Financial and Wells Fargo expect the exchange ratio to be between
0.675 and 0.685. The actual exchange ratio will be calculated under a formula
specified in paragraph 1(a) of the merger agreement. The formula will adjust
the exchange ratio for options to purchase Michigan Financial common stock that
are exercised or redeemed prior to the merger. The extent of the adjustment
will depend in part on the average closing price of Wells Fargo common stock
during a specified measurement period. The actual exchange ratio could fall
outside of the expected range of 0.675 to 0.685. The exchange ratio formula is
described in more detail in "The Merger Agreement--Basic Plan Of
Reorganization."

 Cash Instead Of Fractional Shares

   Wells Fargo will not issue fractional shares in the merger. If the total
number of shares of Wells Fargo common stock you will receive in the merger
does not equal a whole number, you will receive cash instead of the fractional
share.

Federal Income Tax Consequences To Michigan Financial Shareholders (page   )

   Michigan Financial shareholders generally will not recognize gain or loss
for U.S. federal income tax purposes from the exchange of their shares of
Michigan Financial common stock for shares of Wells Fargo common stock.
Michigan Financial shareholders will be taxed on cash they receive instead of
fractional shares.

   The tax treatment described above may not apply to every Michigan Financial
shareholder. Determining the tax consequences of the merger to you may be
complicated. You should consult your own advisor for a full understanding of
the merger's tax consequences.

   Michigan Financial is not obligated to complete the merger unless it
receives an opinion of counsel that no gain or loss will be recognized by the
holders of Michigan Financial common stock upon receipt of Wells Fargo common
stock except for cash received instead of fractional shares.

Reasons For The Merger (page   )

   Michigan Financial's board of directors believes that the merger is in the
best interests of Michigan Financial shareholders and recommends that Michigan
Financial shareholders approve the merger. Michigan Financial's board believes
that, as a result of the merger, Michigan Financial shareholders will have the
potential for greater stock value appreciation than they would if Michigan
Financial had remained independent.

Fairness Opinion (page   )

   McConnell, Budd & Downes, Inc. has given its opinion to Michigan Financial's
board of directors that the consideration to be received in the merger by
Michigan Financial shareholders is fair from a financial point of view.

Surrender Of Michigan Financial Shares (page   )

   To receive certificates for your shares of Wells Fargo common stock, you
will need to surrender your Michigan Financial share certificates. After the
merger is completed, Wells Fargo's stock transfer agent will send you written
instructions for exchanging your stock certificates.

   Please do not send in your certificates until you receive these
instructions.

                                       2
<PAGE>


Additional Benefits To Michigan Financial Management (page   )

   In considering Michigan Financial's board of directors' recommendation to
approve the merger, you should be aware that some members of Michigan
Financial's management have interests in the merger that are in addition to
their interests as Michigan Financial shareholders. These interests include
employment agreements, the acceleration of vesting of stock options and rights
to indemnification. The board of directors of Michigan Financial was aware of
these additional interests when it approved the merger agreement.

Dissenters' Rights (page   )

   Michigan Financial shareholders will not have dissenters' rights under
Michigan law or any other statute in connection with the merger.

Special Meeting (page   )

   Michigan Financial will hold the special meeting of shareholders at 10:00
a.m., local time, on Wednesday, March 15, 2000, at the Ramada Inn, Peninsula
West Room, 412 West Washington Street, Marquette, Michigan 49855. You can vote
at the meeting if you owned Michigan Financial common stock at the close of
business on February 5, 2000, the record date for the meeting.

Vote Required To Approve Merger (page   )

   Approval of the merger requires the affirmative vote of a majority of the
outstanding shares of Michigan Financial common stock entitled to vote at the
special meeting. Not voting, or failing to instruct your broker how to vote
shares held for you in the broker's name, will have the same effect as voting
against the merger.

   At the record date for the special meeting, Michigan Financial's directors
and executive officers beneficially owned a total of           shares of
Michigan Financial common stock, representing approximately      % of the
shares of Michigan Financial common stock entitled to vote at the special
meeting. At the record date, Wells Fargo and its subsidiaries beneficially
owned a total of approximately         shares of Michigan Financial common
stock, representing approximately     % of the shares of Michigan Financial
common stock entitled to vote at the special meeting.

Support Agreements (page   )

   At the same time that the merger agreement was signed, members of Michigan
Financial's management entered into individual support agreements with Wells
Fargo. Under the support agreements, these individuals agreed:

  .  to vote in favor of the merger all shares of Michigan Financial common
     stock owned by them at the record date for the special meeting;

  .  not to sell or transfer any shares of Michigan Financial common stock
     owned by them except in limited circumstances specified in the support
     agreements;

  .  not to solicit inquiries or proposals or enter into any discussions
     concerning a business combination involving Michigan Financial other
     than the combination proposed with Wells Fargo; and

  .  not to vote in favor of any business combination involving Michigan
     Financial other than the combination proposed with Wells Fargo.

   At the record date for the special meeting, the individuals who signed
support agreements beneficially owned a total of          shares of Michigan
Financial common stock, representing approximately    % of the shares of
Michigan Financial common stock entitled to vote at the special meeting.

                                       3
<PAGE>


Differences In The Rights Of Shareholders (page   )

   Your rights as a Michigan Financial shareholder are currently governed by
Michigan law and Michigan Financial's articles of incorporation and bylaws.
Upon completion of the merger, you will become a Wells Fargo stockholder, and
your rights will be governed by Delaware law and Wells Fargo's restated
certificate of incorporation and bylaws.

Regulatory Approvals (page   )

   The Board of Governors of the Federal Reserve System must approve the merger
before it can be completed. Wells Fargo believes that it has filed the required
application with the Federal Reserve Board. As of the date of this proxy
statement-prospectus, the Federal Reserve had not acted on Wells Fargo's
application for approval of the merger. Although Wells Fargo expects that the
Federal Reserve Board will approve the merger, it cannot be certain when or if,
or on what terms and conditions, the required approval will be given.

Other Conditions To Completing The Merger (page   )

   In addition to the receipt of regulatory approvals, there are a number of
other conditions that must be met before the merger can be completed. These
conditions include:

  .  approval of the merger agreement by Michigan Financial shareholders;

  .  receipt by Michigan Financial of an opinion of counsel concerning the
     tax consequences of the merger;

  .  authorization for listing on the New York and Chicago Stock Exchanges of
     the shares of Wells Fargo common stock to be issued in the merger to
     Michigan Financial shareholders.

  .  absence of any court or governmental authority order prohibiting the
     merger; and

  .  material compliance by each party with the terms and provisions of the
     merger agreement.

   Wells Fargo or Michigan Financial may waive a condition it is entitled to
assert so long as the law does not require the condition to be met.

Termination Of The Merger Agreement (page   )

   Wells Fargo and Michigan Financial can agree to terminate the merger
agreement at any time without completing the merger. Also, either company can
terminate the merger agreement without the consent of the other under the
following circumstances:

  .  a court or other governmental authority prohibits the merger; or

  .  the merger is not completed by May 31, 2000, unless the failure to
     complete the merger on or before that date is the fault of the company
     seeking to terminate.

   Michigan Financial can terminate the merger agreement without the consent of
Wells Fargo if:

  .  the average closing price of Wells Fargo common stock during a 20-day
     measurement period ending immediately before the special meeting of
     Michigan Financial shareholders is less than $35; and

  .  based on average closing prices during the measurement period, Wells
     Fargo common stock has, in the period from the date of the merger
     agreement to the end of the measurement period, underperformed an index
     of selected bank holding companies' stocks by more than 15%.

Redemption Of Unexercised Options (page   )

   Subject to some limitations, Michigan Financial has agreed to redeem for
cash each option to purchase Michigan Financial common stock that has not been
exercised as of the end of the second business day immediately before the
merger and as to which the holder has elected to have Michigan Financial
redeem. The

                                       4
<PAGE>

redemption price of a redeemed option will be determined under a formula
specified in paragraph 1(a) of the merger agreement. The formula will take into
account the number of shares of Michigan Financial common stock subject to the
option, the exercise price of the option and a specified representation of the
value per share of Michigan Financial common stock.

Accounting Treatment (page   )

   Wells Fargo expects to account for the merger under the purchase method of
accounting. Wells Fargo will record, at fair value, the acquired assets and
assumed liabilities of Michigan Financial. To the extent the total purchase
price exceeds the fair value of the assets acquired and liabilities assumed,
Wells Fargo will record goodwill.

Regulation Of Wells Fargo (page   )

   Wells Fargo, its banking subsidiaries and many of its nonbanking
subsidiaries are subject to extensive regulation by a number of federal and
state agencies. This regulation, among other things, may restrict Wells Fargo's
ability to diversify into other areas of financial services, acquire depository
institutions in certain states and pay dividends on its stock. It may also
require Wells Fargo to provide financial support to one or more of its
subsidiary banks, maintain capital balances in excess of those desired by
management and pay higher deposit premiums as a result of the deterioration in
the financial condition of depository institutions in general.

   On November 12, 1999, President Clinton signed into law the Gramm-Leach-
Bliley Act of 1999 that, effective March 11, 2000, will permit bank holding
companies to become financial holding companies and thereby affiliate with
securities firms and insurance companies and engage in other activities that
are financial in nature. The Gramm-Leach-Bliley Act defines "financial in
nature" to include:

  .  securities underwriting, dealing and market making;

  .  sponsoring mutual funds and investment companies;

  .  insurance underwriting and agency;

  .  merchant banking activities; and

  .  activities that the Board of Governors of the Federal Reserve System has
     determined to be closely related to banking.

   Under the Gramm-Leach-Bliley Act, securities firms and insurance companies
that elect to become financial holding companies may acquire banks and other
financial institutions. The Gramm-Leach-Bliley Act may significantly change the
competitive environment in which Wells Fargo and its subsidiaries conduct
business.

Market Price Information (page   )

   Wells Fargo common stock is listed on the New York and Chicago Stock
Exchanges under the symbol "WFC." On November 2, 1999, the last trading day
before public announcement of the proposed merger, Wells Fargo common stock
closed on the New York Stock Exchange at $47.38 a share. On February   , 2000,
Wells Fargo common stock closed at $     per share.

   Michigan Financial common stock is traded on the Nasdaq National Market
System under the symbol "MFCB." On November 2, 1999, Michigan Financial common
stock last traded at $29.75 a share. On February   , 2000, Michigan Financial
common stock last traded at $     a share.

                                       5
<PAGE>

Selected Financial Data

   The following financial information is to aid you in your analysis of the
financial aspects of the merger. The Wells Fargo balance sheet data for 1994
through 1998 is derived from Wells Fargo's audited consolidated balance sheets
as of December 31, 1998, 1997 and 1996 and its unaudited financial information
for 1995 and 1994. The Wells Fargo income statement data for 1994 through 1998
is derived from Wells Fargo's audited consolidated statement of income for each
of the years in the four-year period ended December 31, 1998 and its unaudited
financial information for 1994. The Wells Fargo data as of and for the nine
months ended September 30, 1999 and 1998 is derived from unaudited financial
statements for those periods. The Michigan Financial data is derived from its
audited consolidated financial statements for 1994 through 1998 and its
unaudited financial statements for the nine months ended September 30, 1999 and
1998. The information in the table is only a summary and should be read with
the full financial statements and related notes of Wells Fargo and Michigan
Financial. You should not rely on the information for the nine months ended
September 30, 1999 as being indicative of the results expected for the entire
year. The information in the table has been adjusted for stock splits and stock
dividends.

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

                     Wells Fargo & Company and Subsidiaries


<TABLE>
<CAPTION>
                           Nine Months
                         Ended September
                                30                Years Ended December 31
                         ---------------- ---------------------------------------
                           1999    1998    1998    1997    1996    1995    1994
                         -------- ------- ------- ------- ------- ------- -------
                             (dollars in millions, except per share amounts)
<S>                      <C>      <C>     <C>     <C>     <C>     <C>     <C>
Net interest income..... $  6,959   6,689   8,990   8,648   8,222   5,923   5,414
Net income..............    2,777   2,144   1,950   2,499   2,228   1,988   1,642
Diluted earnings per
 share..................     1.65    1.29    1.17    1.48    1.36    1.62    1.36
Cash dividends per
 share..................    0.585   0.515   0.700   0.615   0.525   0.450   0.383
Book value per share....    13.17   12.40   12.35   11.92   11.66   10.27    5.86
Total assets............  207,060 195,863 202,475 185,685 188,633 122,200 112,674
Long-term debt..........   24,911  18,486  19,709  17,335  18,142  16,726  12,039

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

                Michigan Financial Corporation and Subsidiaries

<CAPTION>
                           Nine Months
                         Ended September
                                30                Years Ended December 31
                         ---------------- ---------------------------------------
                           1999    1998    1998    1997    1996    1995    1994
                         -------- ------- ------- ------- ------- ------- -------
                             (dollars in thousands, except per share amounts)
<S>                      <C>      <C>     <C>     <C>     <C>     <C>     <C>
Net interest income..... $ 30,073  30,145  40,315  40,541  39,199  38,480  37,483
Net income..............    8,678   8,306  11,177  10,449   9,633   8,709   8,152
Diluted earnings per
 share..................     1.33    1.27    1.71    1.61    1.49    1.34    1.26
Cash dividends per
 share..................     0.76    0.64    0.86    0.71    0.60    0.50    0.44
Book value per share....    15.51   15.01   15.21   14.30   13.36   12.50   11.30
Total assets............  833,592 824,037 843,493 804,396 789,353 778,316 767,573
Long-term debt..........    3,000   3,000   3,000   5,000     --      --      --
</TABLE>

                                       6
<PAGE>

Comparative Per Common Share Data

   The following table shows comparative per share data for Wells Fargo common
stock on a historical and pro forma combined basis and for Michigan Financial
common stock on a historical and pro forma equivalent basis. The information in
the table assumes that Wells Fargo will account for the merger as a purchase
and will exchange 0.6800 of a share of its common stock for each share of
Michigan Financial common stock. The pro forma equivalent information for
Michigan Financial is calculated by multiplying the pro forma basic and diluted
earnings per share, the historical cash dividends declared per share of Wells
Fargo common stock and the pro forma stockholders' equity per share by the
assumed exchange ratio of 0.6800.

   You should read the data with the historical financial statements and
related notes of Wells Fargo and Michigan Financial. Wells Fargo's and Michigan
Financial's historical financial statements are included in documents filed
with the SEC. See "Where You Can Find More Information" on page   . Amounts are
in U.S. dollars. The information has been adjusted for stock splits and stock
dividends.

<TABLE>
<CAPTION>
                                         Wells Fargo       Michigan Financial
                                     -------------------- ---------------------
                                                Pro Forma            Pro Forma
                                     Historical Combined  Historical Equivalent
                                     ---------- --------- ---------- ----------
<S>                                  <C>        <C>       <C>        <C>
Earnings Per Share
 Basic
   Nine Months Ended September 30,
    1999............................    1.67       1.67      1.34       1.14
   Year Ended December 31, 1998.....    1.18       1.18      1.72       0.80
 Diluted
   Nine Months Ended September 30,
    1999............................    1.65       1.65      1.33       1.12
   Year Ended December 31, 1998.....    1.17       1.17      1.71       0.80
Cash Dividends Declared Per Share
   Nine Months Ended September 30,
    1999............................   0.585      0.585      0.76      0.398
   Year Ended December 31, 1998.....   0.700      0.700      0.86      0.476
Stockholders' Equity Per Share
   September 30, 1999...............   13.17      13.19     15.51       8.97
   December 31, 1998................   12.35      12.37     15.21       8.41
</TABLE>


                                       7
<PAGE>

                        SPECIAL MEETING OF SHAREHOLDERS

Date, Time And Place

   The date, time and place of the special meeting of Michigan Financial
shareholders called to consider and vote on the merger agreement are:

     Wednesday, March 15, 2000
     10:00 a.m., local time
     Ramada Inn
     Peninsula West Room
     412 West Washington Street
     Marquette, Michigan 49855

Record Date

   Michigan Financial's board of directors has established February 5, 2000 as
the record date for the meeting. Only shareholders of record on that date are
entitled to attend and vote at the special meeting.

Vote Required To Approve Merger

   On the record date, there were             shares of Michigan Financial
common stock outstanding and entitled to vote at the special meeting. The
holders of Michigan Financial common stock are entitled to one vote per share.
The presence, in person or by proxy, at the special meeting of the holders of a
majority of the outstanding shares entitled to vote is necessary for a quorum.
Approval of the merger requires the affirmative vote, in person or by proxy, of
the holders of a majority of the shares of Michigan Financial common stock
outstanding on the record date.

   At the record date for the special meeting, Michigan Financial's directors
and executive officers beneficially owned a total of           shares of
Michigan Financial common stock, representing approximately      % of the
shares of Michigan Financial common stock entitled to vote at the special
meeting. At the record date, Wells Fargo and its subsidiaries beneficially
owned a total of approximately         shares of Michigan Financial common
stock, representing approximately     % of the shares of Michigan Financial
common stock entitled to vote at the special meeting.

Agreements To Vote For The Merger

   Certain members of the management of Michigan Financial have agreed to vote
in favor of the merger all shares of Michigan Financial common stock
beneficially owned by them at the record date for the special meeting. At the
record date, these individuals beneficially owned a total of          shares of
Michigan Financial common stock, representing approximately    % of the shares
of Michigan Financial common stock entitled to vote at the special meeting. See
"The Merger--Support Agreements."

Voting And Revocation Of Proxies

   All shares of Michigan Financial common stock represented at the special
meeting by a properly executed proxy will be voted in accordance with the
instructions indicated on the proxy, unless the proxy is revoked before a vote
is taken. If you sign and return a proxy without voting instructions, and do
not revoke the proxy, the proxy will be voted FOR the merger.

   You may revoke your proxy at any time before it is voted by (a) filing
either an instrument revoking the proxy or a duly executed proxy, in either
case bearing a later date, with the corporate secretary of Michigan Financial
before or at the special meeting or (b) voting the shares subject to the proxy
in person at the special meeting. Attendance at the special meeting will not by
itself result in your proxy being revoked.

                                       8
<PAGE>

   A proxy may indicate that all or a portion of the shares represented by the
proxy are not being voted with respect to a specific proposal. This could
occur, for example, when a broker is not permitted to vote shares held in the
name of a nominee on certain proposals in the absence of instructions from the
beneficial owner. Shares that are not voted with respect to a specific proposal
will be considered as not present for that proposal, even though the shares
will be considered present for purposes of determining a quorum and voting on
other proposals. Abstentions on a specific proposal will be considered as
present but will not be counted as voting in favor of the proposal.

   The proposal to approve the merger must be approved by the holders of a
majority of the shares of Michigan Financial common stock outstanding at the
record date. Because approval of the merger requires the affirmative vote of a
specified percentage of outstanding shares, not voting on the proposal, or
failing to instruct your broker how to vote shares held for you by the broker,
will have the same effect as voting against the proposal.

Solicitation Of Proxies

   In addition to solicitation by mail, directors, officers and employees of
Michigan Financial and its subsidiaries may solicit proxies from Michigan
Financial shareholders, either personally or by telephone or other form of
communication. None of the foregoing persons who solicit proxies will be
specifically compensated for such services. Michigan Financial does not
anticipate that anyone will be specifically engaged to solicit proxies or that
special compensation will be paid for that purpose, but Michigan Financial
reserves the right to do so should it conclude that such efforts are necessary
or advisable.

   Nominees, fiduciaries and other custodians will be requested to forward
soliciting materials to beneficial owners and will be reimbursed for their
reasonable expenses incurred in sending proxy material to beneficial owners.
Michigan Financial will bear its own expenses in connection with any
solicitation of proxies for the special meeting.

Other Matters Considered At The Meeting

   If an insufficient number of votes for the merger is received before the
scheduled meeting date, Wells Fargo and Michigan Financial may decide to
postpone or adjourn the special meeting. If this happens, proxies that have
been received that either have been voted for the merger or contain no
instructions will be voted for adjournment.

   Michigan Financial's board of directors is not aware of any business to be
brought before the special meeting other than the proposal to approve the
merger. If other matters are properly brought before the special meeting or any
adjournments or postponements of the meeting, the persons appointed as proxies
will have authority to vote the shares represented by properly executed proxies
in accordance with their discretion and judgment as to the best interests of
Michigan Financial.

                                       9
<PAGE>

                                   THE MERGER

Effect Of The Merger

   As a result of the merger:

  .  Wells Fargo will exchange shares of its common stock for shares of
     Michigan Financial common stock.

  .  Wells Fargo will acquire all of the outstanding common stock of Michigan
     Financial, resulting in Michigan Financial becoming a wholly-owned
     subsidiary of Wells Fargo.

  .  Michigan Financial shareholders will become Wells Fargo stockholders,
     with their rights governed by Delaware law and Wells Fargo's restated
     certificate of incorporation and bylaws. See "Comparison Of Stockholder
     Rights."

Background Of And Reasons For The Merger

 Background of the Merger

   During the normal course of its business, Michigan Financial has
occasionally received inquiries regarding its willingness to consider an
acquisition by, or affiliation with, larger financial institutions. Consistent
with its fiduciary obligations to its shareholders, Michigan Financial has
considered such inquiries and evaluated them for the level and form of
consideration proposed, the seriousness and specificity which has been conveyed
to Michigan Financial in terms of consideration, the expected future operation
of Michigan Financial, and other considerations and factors deemed relevant by
Michigan Financial, in formulating its business plan with the intent to provide
maximum value to its shareholders by enhancing its franchise as the largest
bank holding company operating solely in the Upper Peninsula of Michigan. The
board of directors of Michigan Financial continually evaluates the cost of
providing the increasingly broad array of financial products and alternative
delivery channels to remain competitive in the marketplace, while continuing to
deliver excellent service to its customers and providing exceptional returns to
its shareholders.

   McConnell, Budd & Downes, Inc. has acted as financial advisor to Michigan
Financial on a contractual basis since August of 1998. McConnell was retained
on June 11, 1999 to assist on the potential sale of Michigan Financial. Five
bank holding companies were contacted regarding their interest in pursuing
discussions with Michigan Financial. Two (including Wells Fargo) expressed
interest and confidentiality agreements were executed by these organizations
and confidential material regarding Michigan Financial was sent to each
organization by McConnell. In late June, 1999, representatives of McConnell,
along with members of senior management from Michigan Financial, met with the
interested parties and solicited nonbinding expressions of interest regarding
an affiliation with Michigan Financial. One of the bank holding companies
elected not to submit a proposal and Wells Fargo submitted an initial proposal
on July 2, 1999. The proposal was subsequently revised on July 13, 1999 with
the number of shares determined based on the closing price of Wells Fargo
common stock on July 15, 1999. McConnell reviewed the revised proposal with the
Michigan Financial board on July 19, 1999. The board elected to continue
discussions with Wells Fargo, permit Wells Fargo to begin its due diligence
process and begin discussions on a definitive merger agreement. McConnell
updated its review of the proposal at the October 18, 1999 meeting of the
Michigan Financial board of directors. With respect to the pending transaction
involving Wells Fargo, McConnell advised Michigan Financial during the
evaluation and negotiation process leading up to the execution of the merger
agreement and provided Michigan Financial with a number of analyses as to a
range of financially feasible exchange ratios that might be achieved in a
hypothetical transaction. The determination of the applicable exchange of
shares was arrived at in an arm's-length negotiation between Wells Fargo and
Michigan Financial in a process in which McConnell advised Michigan Financial
and participated directly in the negotiations.

   Following arm's-length negotiations between representatives of Wells Fargo,
Wells Fargo and Michigan Financial entered into the merger agreement on
November 2, 1999. The aggregate price to be paid to holders of

                                       10
<PAGE>

Michigan Financial common stock resulted from negotiations which considered the
historical earnings and dividends of Wells Fargo and Michigan Financial; the
potential growth in Michigan Financial's market and earnings, both as an
independent entity and as a part of a larger organization, such as Wells Fargo;
Michigan Financial's asset quality, and the effect of the merger on the
shareholders, customers, and employees of Michigan Financial. In addition, the
board of directors of Michigan Financial specifically considered McConnell's
oral presentation at the November 2, 1999 board of directors meeting held to
consider the merger proposal, that the terms offered by Wells Fargo were fair
to Michigan Financial's shareholders from a financial point of view.

   The merger agreement was executed on November 2, 1999 and a press release
issued announcing the terms of the merger on November 3, 1999.

 Michigan Financial's Board of Directors' Reasons for the Merger

   Subject to satisfaction of certain conditions contained in the merger
agreement, Michigan Financial's board of directors believes the merger to be
fair and in the best interest of Michigan Financial shareholders.

   The terms of the proposed merger are the result of arm's-length negotiations
by representatives of Michigan Financial and Wells Fargo, which culminated in
the signing of the merger agreement as of November 2, 1999. In arriving at its
decision to approve and recommend the terms of the merger agreement, the board
of directors of Michigan Financial considered a number of factors, including,
but not limited to, the following:

  .  An analysis of the historical and projected future contributions of
     recurring earnings by the parties.

  .  An analysis of the possible future earnings per share results for the
     parties on both a combined and a stand-alone basis.

  .  Consideration of the anticipated dilutive or accretive effects of the
     prospective transaction to the earnings per share of Wells Fargo and by
     extension, through the exchange ratio, to earnings per share equivalent
     of Michigan Financial.

  .  Consideration of the probable impact on dividends per share to be
     received by Michigan Financial shareholders as a result of the
     contemplated transaction.

  .  Consideration of the relative earning asset contributions of the
     parties.

  .  Consideration of the loan portfolios and relative asset quality as
     disclosed by the parties.

  .  Consideration of the apparent adequacy of reserves for loan and lease
     losses of the parties.

  .  Analysis of the historical trading range, trading pattern and relative
     liquidity of the common shares of each of the parties.

  .  Consideration of the capitalization, the equity capitalization and the
     market capitalization of each of the parties.

  .  McConnell's presentation to the board of directors on November 2, 1999
     regarding the proposed merger;

  .  The review by the board of directors of Michigan Financial with its
     legal and financial advisors of the provisions of the proposed merger
     agreement;

  .  The belief of the board of directors of Michigan Financial that the
     terms of the merger were attractive and that they would allow Michigan
     Financial shareholders to receive shares of Wells Fargo common stock, an
     investment with much greater liquidity than shares of Michigan
     Financial;

  .  The ability of shareholders of Michigan Financial to defer paying taxes
     on the disposition of shares of Michigan Financial common stock until
     the sale of shares of Wells Fargo common stock received in exchange for
     their shares of Michigan Financial common stock in the merger;

                                       11
<PAGE>

  .  The financial resources of Wells Fargo, its experience in acquiring
     independent community banks, the absence of any financing contingencies
     in its proposal and the track record of Wells Fargo in receiving the
     requisite regulatory approvals for similar transactions in a timely
     manner.

   Certain members of the board of directors have interests in the merger in
addition to their interests as shareholders generally, including future
employment agreements and the acceleration of outstanding stock options.
Shareholders may wish to consider those interests in evaluating the
recommendation of the Michigan Financial board of directors that shareholders
vote for approval of the merger. See "Additional Interests of Michigan
Financial Management" below.

   In reaching its determination to approve and recommend the merger, the board
of directors of Michigan Financial did not assign any relative or specific
weights to the foregoing factors, and individual directors may have given
different weights to different factors.

   Michigan Financial's board of directors unanimously recommends that Michigan
Financial shareholders approve the merger agreement and the merger.

Opinion Of Michigan Financial's Financial Advisor

   The fairness opinion of Michigan Financial's financial advisor, McConnell,
Budd & Downes, Inc., is described below. To the extent that the description
contains McConnell's projections, estimates and/or other forward-looking
statements about the future earnings or other measures of the future
performance of Wells Fargo, you should not rely on any of these statements as
having been made or adopted by Wells Fargo unless they have been made by Wells
Fargo in a document that is incorporated by reference into this proxy
statement-prospectus. See "Where You Can Find More Information."

   The full text of the opinion of McConnell, Budd & Downes, Inc., which sets
forth assumptions made, matters considered and limits on the review undertaken,
is attached to this proxy statement-prospectus as Appendix B and is
incorporated by reference. McConnell urges all Michigan Financial shareholders
to read the opinion in its entirety.

   The opinion is directed only to the exchange of shares of Michigan Financial
common stock for shares of Wells Fargo common stock. The opinion is not a
recommendation to any holder of Michigan Financial common stock as to how to
vote at the special meeting of Michigan Financial shareholders. The summary of
the opinion and the matters considered in McConnell's analysis set forth in
this proxy statement-prospectus are qualified in their entirety by reference to
the text of the opinion itself. The opinion is necessarily based upon
conditions as of the date of the opinion and upon information made available to
McConnell through the date of the opinion. No limitations were imposed by
Michigan Financial's board of directors upon McConnell with respect to the
investigations made, matters considered or procedures followed in the course of
rendering the opinion.

   In connection with the rendering and updating of its opinion, McConnell
reviewed the following documents and considered the following subjects:

  .  The merger agreement detailing the pending transaction;

  .  The proxy statement-prospectus in substantially the form to be mailed to
     Michigan Financial shareholders;

  .  Michigan Financial's annual reports to shareholders for 1995, 1996, 1997
     and 1998;

  .  Michigan Financial's annual reports on Form 10-K for 1995, 1996, 1997
     and 1998;

  .  Related financial information for the four calendar years ended December
     31, 1995, 1996, 1997, and 1998 for Michigan Financial;


                                       12
<PAGE>

  .  Michigan Financial's quarterly reports on Form 10-Q and related
     unaudited financial information for the first three quarters of 1999;

  .  Michigan Financial's press releases concerning unaudited results for the
     first three quarters of 1999.

  .  Wells Fargo's annual reports to stockholders for 1996, 1997 and 1998;

  .  Wells Fargo's annual reports on Form 10-K and related financial
     information for the three calendar years ended December 31, 1998;

  .  Wells Fargo's quarterly reports on Form 10-Q and related unaudited
     financial information for the first three quarters of 1999;

  .  Wells Fargo's press releases concerning unaudited results for the first
     three quarters of 1999.

  .  Internal financial information and financial forecasts, relating to the
     business, earnings, cash flows, assets and prospects of Michigan
     Financial furnished to McConnell by Michigan Financial;

  .  Discussions with members of the senior management and board of directors
     of Michigan Financial concerning the past and current results of
     operations of Michigan Financial, its current financial condition and
     management's opinion of Michigan Financial's future prospects;

  .  The historical record of reported prices, trading volume and dividend
     payments for both Michigan Financial and Wells Fargo common stock;

  .  Anecdotal information concerning the current state of and future
     prospects for the economy of Michigan generally and the relevant market
     areas for Michigan Financial and Wells Fargo in particular;

  .  The results of specific merger analysis models developed by McConnell to
     evaluate potential business combinations of financial institutions using
     both historical reported information and projected information for both
     Michigan Financial and Wells Fargo;

  .  The reported financial terms of selected recent business combinations of
     financial institutions for purposes of comparison to the pending
     transaction;

  .  Such other studies and analyses as McConnell considered appropriate
     under the circumstances associated with this particular transaction.

   The opinion takes into account McConnell's assessment of general economic,
market and financial conditions and its experience in other transactions
involving participants in the financial services industry, as well as its
experience in securities valuation and its knowledge of the banking industry
generally. For purposes of reaching its opinion, McConnell has assumed and
relied upon the accuracy and completeness of the information provided to it or
made available by Michigan Financial and does not assume any responsibility for
the verification of such information. With respect to financial forecasts made
available to it, McConnell assumed that the forecasts were prepared on a
reasonable basis and reflect the best currently available estimates and good
faith judgments of the management of Michigan Financial as to the future
performance of Michigan Financial. McConnell has also relied upon assurances of
the management of Michigan Financial that they were not aware of any facts or
of the omission of any facts that would make the information or financial
forecasts provided to McConnell incomplete or misleading. In the course of
rendering the opinion, McConnell has not completed any valuation or appraisal
of any of the assets or liabilities of either Michigan Financial or Wells Fargo
and has not been provided with such valuations or appraisals from any other
source.

   The following is a summary of the material analyses used by McConnell to
render its written opinion. Given that it is a summary, it is not a complete
and comprehensive description of all the analyses performed or an enumeration
of every matter considered by McConnell in arriving at its opinion. The
preparation of a fairness opinion is a complicated process, involving a
determination as to the most appropriate and relevant

                                       13
<PAGE>

methods of financial analysis and the application of those methods to the
particular circumstances. As a result, a fairness opinion is not readily
susceptible to a summary description.

   In arriving at its opinion, McConnell did not attribute any particular
weight to any one specific analysis or factor and made qualitative as well as
quantitative judgments as to the significance of each analysis and factor.
McConnell believes that its analyses must be considered as a whole and that
attributing undue weight to any single analysis or factor considered could
create a misleading or incomplete view of the process leading to the formation
of its opinion. In its analyses, McConnell has made certain assumptions with
respect to banking industry performance, general business and economic
conditions and other factors, many of which are beyond the control of
management of either Michigan Financial or Wells Fargo. Estimates referred to
in McConnell's analyses are not necessarily indicative of actual values or
predictive of future results or values, which may vary significantly from those
set forth. In addition, analyses relating to the values of businesses do not
purport to be appraisals or to reflect the prices at which businesses might
actually be sold. For that reason, such analyses and estimates are inherently
subject to uncertainty, and McConnell does not assume responsibility for the
accuracy of such analyses or estimates.

 Projected Transaction Value

   Based upon the exchange of shares for each share of Michigan Financial
common stock and the closing price of Wells Fargo common stock as reported on
the New York Stock Exchange on October 29, 1999 (the last day of the full week
preceding the date on which the pending transaction was announced), which was
$47.875, the theoretical market value of the anticipated transaction was
approximately $217 million as of that date, based on an estimated 4,533,000
shares of Wells Fargo common stock to be issued to Michigan Financial
shareholders (including the exercise of Michigan Financial stock options). On a
per share basis this is equivalent to approximately $32.46 per share. The
merger agreement was announced before the opening of trading on November 3,
1999. Given that the number of shares to be exchanged in this case is fixed,
the market value of the exchange will fluctuate as the market value of Wells
Fargo common stock fluctuates. Based on the last trade value for Wells Fargo
common stock reported on the New York Stock Exchange as of      , 2000 which
was $               , the theoretical market value of the anticipated
transaction was approximately $           million as of such date, based on an
estimated 4,533,000 shares of Wells Fargo common stock to be issued to Michigan
Financial shareholders (including the exercise of Michigan Financial stock
options). This value will continue to fluctuate as the value of a share of
Wells Fargo common stock fluctuates in the market.

 Multiple of Historical and Projected Earnings for Michigan Financial Common
 Stock

   The cited per share theoretical value of $32.46 as of October 29, 1999,
represents a multiple of 18.3 times reported earnings per share for the twelve
months ended September 30, 1999. The cited per share theoretical value of
$32.46 represents a multiple of 17.3 times management's internal estimate of
stand-alone earnings per share for 2000 which is $1.88. Based on the closing
market value for Wells Fargo common stock as of                , 2000 which was
$           and a revised transaction value per share of $          , the
multiples of earnings were            and            times for the twelve
months ended September 30, 1999 reported earnings per share and management's
internal estimate for 2000 stand-alone earnings per share, respectively.

 Multiple of Tangible Book Value of Michigan Financial Common Stock

   The cited theoretical value of $32.46 represents a multiple of 2.07 times
Michigan Financial's reported $15.72 tangible book value per share as of
September 30, 1999. The updated value per share of            represents
           times Michigan Financial's unaudited book value per share as of
               , 2000.


                                       14
<PAGE>

 Percentage of Market Value of Michigan Financial Common Stock

   Based upon the cited theoretical values of $32.46 and $           for the
two cited valuation dates, the theoretical values represent      % (a      %
premium) and      % (a      % premium) of the last reported bid prices for
Michigan Financial common stock which was $           on October 29, 1999 and
$           on                , 1999.

 Specific Acquisition Analysis

   McConnell employs a proprietary analytical model to examine hypothetical
transactions involving banking companies. The model uses forecast earnings
data, selected current period balance sheet and income statement data, current
market and trading information and a number of assumptions as to interest rates
for borrowed funds, the opportunity costs of funds, discount rates, dividend
streams, effective tax rates, transaction structures (the alternative or
combined uses of common equity, cash, debt or other securities, to fund a
transaction) and the projected impact (if any) of any required deposit
divestitures that might be necessary to complete in conjunction with obtaining
regulatory approval of a given transaction.

 Earnings Pass-Through Analysis

   Earnings pass-through analysis is based on a comparison of anticipated pro
forma values to stand-alone values as of a given point in time. Based on a
Michigan Financial management internal forecast of $1.88 in stand-alone
earnings per share for 2000, McConnell's calculations suggest that with zero
cost savings or revenue enhancements and factoring out non-recurring and
transaction expenses, the pro forma earnings associated with 0.678 shares of
Wells Fargo common stock would represent a 7.4% decrease compared to the
earnings associated with one share of Michigan Financial or approximately $1.74
per share.

 Discounted Cash Flow Analysis

   McConnell reviewed a discounted cash flow model that it prepared based on
discussion with the management of Michigan Financial. The model used a
projection of hypothetical estimated earnings for Michigan Financial on a
stand-alone basis for calendar years 2000 to 2004. McConnell assumed a 5%
growth rate in earnings per share and cash dividends after 2000. Similar
exercises were completed for the hypothetical combination of Michigan Financial
and Wells Fargo for the same periods. As part of each exercise, a 15% annual
growth in hypothetical cash dividends was used to project dividend streams,
which would be available to Wells Fargo shareholders. McConnell used a range of
possible future market price/earnings ratios ranging from a minimum of 15 times
earnings to a maximum of 21 times earnings in order to project possible future
values for a share of Michigan Financial common stock on a stand-alone basis
and on an equivalent amount of Wells Fargo common stock.

   Given the model time horizon and a discount rate range of 10% to 14%, these
assumptions resulted in the range of present discounted values for a share of
Michigan Financial common stock on a stand-alone basis. Such values ranged from
$21.89 to $34.32 and included consideration of the present discounted value of
the projected stream of cash dividends, which might be received by a
shareholder during the cited period. The same exercise completed for the pro
forma Wells Fargo generated a range of present discounted values (also using a
10% to 14% range of discount rates) that ranged from $26.50 to $42.80. These
values represent the discounted present values of the future possible trading
values of the equivalent of one share of Michigan Financial common stock plus
the discounted value of the stream of cash dividends which are projected to
have been received between the present and the future valuation date at the end
of 2004. In each case reviewed, the full range of present discounted values for
the hypothetical combinations of Michigan Financial and Wells Fargo exceeded
the full range of present discounted values for Michigan Financial on a stand-
alone basis.


                                       15
<PAGE>

 Analysis of Other Comparable Transactions

   McConnell is reluctant to place emphasis on the analysis of comparable
transactions as a valuation methodology due to what it considers to be inherent
limitations of the application of the results to specific cases. McConnell has
observed that while such analysis is routinely used by some industry observers
and financial advisors, it fails to adequately consider such factors as:

  .  material differences in the underlying capitalization of the comparable
     institutions which are being acquired;

  .  differences in the historic earnings (or loss) patterns recorded by the
     compared institutions which can depict a very different trend than might
     be implied by examining only recent financial results;

  .  the impact of the inclusion of non-recurring profit or loss items from
     the last twelve months' earnings streams of target companies which can
     distort apparent earnings multiples;

  .  material differences in the form or forms of consideration used to
     complete the transaction;

  .  differences between the planned method of accounting for the completed
     transaction; and

  .  such less accessible factors as the relative population, business and
     economic demographics of the acquired entities' markets as compared or
     contrasted to such factors for the markets in which comparable companies
     are doing business.

   McConnell consequently believes that comparable analysis has serious
inherent limitations and should not be relied upon to any material extent by
members of management, Michigan Financial's board of directors or Michigan
Financial shareholders in considering the presumed merits of a pending
transaction.

   With these reservations in mind, McConnell nonetheless examined statistics
associated with 19 transactions involving financial institutions located in the
Midwest between January 1, 1997 and July 30, 1999. The median price/stated book
value, price/stated tangible book value and price to trailing 12 months
earnings were 270.68%, 284.28% and 23.92x respectively. The comparable
price/book value, price/tangible book value and price to trailing 12 months
earnings for Michigan Financial based on Wells Fargo's closing stock price on
October 29, 1999 were 207%, 207% and 18.3x respectively.

   McConnell was retained based on its qualifications and experience in the
financial analysis of banking and thrift institutions generally, its knowledge
of the Michigan banking markets in particular and of the Midwestern United
States banking markets in general as well as its experience with merger and
acquisition transactions involving banking institutions. As a part of its
investment banking business, which is focused exclusively on financial services
industry participants, McConnell is continually engaged in the valuation of
financial institutions and their securities in connection with its equity
brokerage business generally and mergers and acquisitions in particular.
Members of the Corporate Finance Advisory Group of McConnell have extensive
experience in advising financial institution clients on mergers and
acquisitions.

   In the ordinary course of its business as a NASD broker-dealer, McConnell
may, from time to time purchase securities from or sell securities to Michigan
Financial or Wells Fargo and as a market maker in securities, McConnell may
from time to time have a long or short position in, and buy or sell debt or
equity securities of Michigan Financial or Wells Fargo for its own account or
for the accounts of its customers. In addition, in the ordinary course of
business, the employees of McConnell may have direct or indirect investments in
the debt or equity securities of either or both Michigan Financial or Wells
Fargo.

   Pursuant to a letter agreement with Michigan Financial dated June 11, 1999,
McConnell will receive a fee equivalent to 0.80% (80 basis points) of the
market value of consideration to be received by Michigan Financial's
shareholders. McConnell was paid $450,000 upon the signing of the merger
agreement, and $450,000 upon issuance of its opinion to be included as an
exhibit to this proxy statement-prospectus. Payment of the balance of the fee
will be conditioned on the closing of the pending transaction.

                                       16
<PAGE>

   The fee which will be payable to McConnell is impacted by the trading value
of Wells Fargo common stock.

   The fee that McConnell will receive represents compensation for services
rendered in connection with the analysis of the hypothetical transaction,
support of the negotiations, its participation in the drafting of documentation
and for the rendering of the opinion. In addition, Michigan Financial has
agreed to reimburse McConnell for its reasonable out-of-pocket expenses
incurred in connection with the transaction. Michigan Financial also has agreed
to indemnify McConnell and its directors, officers and employees against
certain losses, claims, damages and liabilities relating to or arising out of
its engagement, including liabilities under the federal securities laws.

Additional Interests Of Michigan Financial Management

   Certain members of Michigan Financial's management have interests in the
merger that are in addition to their interests as shareholders of Michigan
Financial generally. These additional interests are described below. Michigan
Financial's board of directors was aware of these additional interests when it
approved the merger agreement.

 Employment Agreements

   Michigan Financial and Wells Fargo have entered into employment agreements
with Howard Cohodas, Kenneth Beck and Ward Rantala. Messrs. Cohodas, Beck and
Rantala are currently Michigan Financial's Chairman and President, Senior Vice
President and Chief Financial Officer, and Vice President of Human Resources,
respectively.

   Mr. Cohodas. For a term beginning on the day immediately following the day
the merger closes and ending one year later, Michigan Financial will employ Mr.
Cohodas as a regular employee in the position of regional manager. Mr. Cohodas
will receive an annual salary of $208,900 and will be eligible for a
discretionary bonus pursuant to the Wells Fargo incentive compensation program.

   Under the terms of his employment agreement, Mr. Cohodas is subject to non-
competition restrictions while employed by Michigan Financial and for a period
of time thereafter, as follows:

  .  If he ceases to be employed by Michigan Financial before his one-year
     employment term expires, he will be subject to non-competition
     restrictions until two years from the effective date of the merger.

  .  If he ceases to be employed by Michigan Financial at any time after his
     one-year employment term expires, he will be subject to the non-
     competition restrictions until two years from the date he ceases to be
     an employee of Michigan Financial.

   Mr. Beck. For a term beginning on the day immediately following the day the
merger closes and ending two years later, Michigan Financial will employ Mr.
Beck as a regular employee of Michigan Financial. Mr. Beck will receive an
annual salary of $114,800 and will be eligible for an annual discretionary
bonus equal to the greater of 30% of his base salary or the amount for which he
would be eligible under the Wells Fargo incentive compensation plan.

   Mr. Rantala. For a term beginning on the day immediately following the day
the merger closes and ending two years later, Michigan Financial will employ
Mr. Rantala as a regular employee of Michigan Financial. Mr. Rantala will
receive an annual salary of $89,500 and will be eligible for an annual
discretionary bonus equal to the greater of 30% of his base salary or the
amount for which he would be eligible under the Wells Fargo incentive
compensation plan.

 Accelerated Vesting Of Stock Options

   As a result of the merger, currently non-vested options to acquire 102,219
shares of Michigan Financial common stock granted under Michigan Financial's
stock option plan will vest and become exercisable prior to

                                       17
<PAGE>

the effective date of the merger. The stock options have exercise prices
ranging from $25.85 to $31.42 depending on the date they were granted, and
would have otherwise vested periodically through January 22, 2002. The merger
agreement requires Michigan Financial to redeem for cash, in an amount
calculated under a formula specified in the merger agreement, any non-qualified
option not exercised as of immediately before the merger and as to which the
holder has elected in writing, prior to the special meeting of Michigan
Financial shareholders, to have redeemed by Michigan Financial. See "The Merger
Agreement--Basic Plan Of Reorganization--Redemption Of Unexercised Michigan
Financial Stock Options." Any options that have not been exercised or redeemed
will expire as of immediately prior to the effective time of the merger.

   The following table sets forth the directors and executive officers of
Michigan Financial who have options that will accelerate as a result of the
merger if the merger occurs before March 31, 2000, together with the number of
shares of Michigan Financial common stock subject to options whose vesting
dates will accelerate. The options have a weighted average exercise price of
$28.57.

<TABLE>
<CAPTION>
                                                          Option Shares Subject
      Name                                                To Accelerated Vesting
      ----                                                ----------------------
      <S>                                                 <C>
      Kenneth F. Beck....................................         10,763
      Howard L. Cohodas..................................         17,220
      Ward L. Rantala....................................          8,610
      James L. Smith.....................................         10,763
                                                                  ------
        Total............................................         47,356
                                                                  ======
</TABLE>

 Indemnification

   Wells Fargo has agreed to ensure that all rights to indemnification and all
limitations of liability existing in Michigan Financial's articles of
incorporation or bylaws in favor of the present and former directors and
officers of Michigan Financial with respect to claims arising from (a) facts or
events that occurred before the effective time of the merger or (b) the merger
agreement or any of the transactions contemplated thereby will survive the
merger and continue in full force and effect.

Dissenters' Rights

   Michigan Financial shareholders will not be entitled to dissenters'
appraisal rights under Michigan law or any other statute in connection with the
merger.

Exchange Of Certificates

   After completion of the merger, Norwest Bank Minnesota, National
Association, acting as exchange agent for Wells Fargo, will mail to each holder
of record of shares of Michigan Financial common stock a form of letter of
transmittal, together with instructions for the exchange of the holder's
Michigan Financial stock certificates for a certificate representing Wells
Fargo common stock.

   Michigan Financial shareholders should not send in their certificates until
they receive the letter of transmittal form and instructions.

   No dividend or other distribution declared on Wells Fargo common stock after
completion of the merger will be paid to the holder of any certificates for
shares of Michigan Financial common stock until after the certificates have
been surrendered for exchange.

   When the exchange agent receives a surrendered certificate or certificates
from a shareholder, together with a properly completed letter of transmittal,
it will issue and mail to the shareholder a certificate representing the number
of whole shares of Wells Fargo common stock to which the shareholder is
entitled, plus cash for the amount of any remaining fractional share and any
cash dividends that are payable with respect

                                       18
<PAGE>

to the shares of Wells Fargo common stock so issued. No interest will be paid
on the fractional share amount or amounts payable as dividends or other
distributions.

   A certificate for Wells Fargo common stock may be issued in a name other
than the name in which the surrendered certificate is registered if (a) the
certificate surrendered is properly endorsed and accompanied by all documents
required to transfer the shares to the new holder and (b) the person requesting
the issuance of the Wells Fargo common stock certificate either pays to the
exchange agent in advance any transfer and other taxes due or establishes to
the satisfaction of the exchange agent that such taxes have been paid or are
not due.

   The exchange agent will issue stock certificates for Wells Fargo common
stock in exchange for lost, stolen or destroyed certificates for Michigan
Financial common stock upon receipt of a lost certificate affidavit and a bond
indemnifying Wells Fargo for any claim that may be made against Wells Fargo as
a result of the lost, stolen or destroyed certificates.

   After completion of the merger, no transfers will be permitted on the books
of Michigan Financial. If, after completion of the merger, certificates for
Michigan Financial common stock are presented for transfer to the exchange
agent, they will be canceled and exchanged for certificates representing Wells
Fargo common stock.

   None of Wells Fargo, Michigan Financial, the exchange agent or any other
person will be liable to any former holder of Michigan Financial common stock
for any amount delivered in good faith to a public official pursuant to
applicable abandoned property, escheat or similar laws.

Regulatory Approvals

   The merger is subject to the prior approval of the Board of Governors of the
Federal Reserve System. The approval of the Federal Reserve Board is required
because Wells Fargo is a bank holding company registered under the Bank Holding
Company Act. Wells Fargo has filed an application with the Federal Reserve
Board requesting approval of the merger. As of the date of this proxy
statement-prospectus, the Federal Reserve Board had not acted on Wells Fargo's
application.

   The approval of an application means only that the regulatory criteria for
approval have been satisfied or waived. It does not mean that the approving
authority has determined that the consideration to be received by Michigan
Financial shareholders is fair. Regulatory approval does not constitute an
endorsement or recommendation of the merger.

   Wells Fargo and Michigan Financial are not aware of any governmental
approvals or compliance with banking laws and regulations that are required for
the merger to become effective other than those described above. Wells Fargo
and Michigan Financial intend to seek any other approval and to take any other
action that may be required to effect the merger. There can be no assurance
that any required approval or action can be obtained or taken prior to the
special meeting.

   The merger cannot be completed unless all necessary regulatory approvals are
granted. In addition, Wells Fargo may elect not to complete the merger if any
condition under which any regulatory approval is granted is unreasonably
burdensome to Wells Fargo. See "The Merger Agreement--Conditions To The Merger"
and "--Termination Of The Merger Agreement."

Effect Of Merger On Michigan Financial's Employee Benefit Plans

   The merger agreement provides that, subject to any eligibility requirements
applicable to such plans, employees of Michigan Financial will be entitled to
participate in those Wells Fargo employee benefit and welfare plans specified
in the merger agreement. Eligible employees of Michigan Financial will enter
each of such plans no later than the first day of the calendar quarter which
begins at least 32 days after completion of the merger.

                                       19
<PAGE>

U.S. Federal Income Tax Consequences Of The Merger

   The following is a summary of the anticipated material U.S. federal income
tax consequences of the merger to Michigan Financial shareholders who are
citizens or residents of the United States and who, on the date of disposition
of their shares of Michigan Financial common stock, hold such shares as capital
assets. This summary does not purport to deal with all aspects of taxation that
may be relevant to particular investors in light of their personal investment
circumstances, or to certain types of investors, including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, "S"
corporations, limited liability corporations, foreign corporations and
taxpayers subject to alternative minimum tax.

   The summary is based on the U.S. federal income tax laws as currently in
effect and as currently interpreted. It does not cover issues of state, local
or foreign taxation. Nor does it address all aspects of U.S. federal income
taxation that may be important to particular shareholders in light of their
personal circumstances or to shareholders subject to special rules under U.S.
federal income tax laws. Future legislation, regulations, administrative
rulings and court decisions may alter the tax consequences summarized below.

   The summary does not address the tax consequences to the holders of Michigan
Financial options who, in connection with the merger, exercise their options or
receive cash upon redemption of their options by Michigan Financial.

   The anticipated U.S. federal income tax consequences to Michigan Financial
shareholders are as follows:

  .  A shareholder who receives shares of Wells Fargo common stock in
     exchange for shares of Michigan Financial common stock will not
     recognize any gain or loss on the receipt of the shares of Wells Fargo
     common stock, except for cash received in lieu of a fractional share.
     The shareholder's gain or loss on the receipt of cash in lieu of a
     fractional share will equal the difference between the cash received and
     the basis of the fractional share exchanged.

  .  A shareholder's tax basis in the shares of Wells Fargo common stock
     received will be the same as the shareholder's tax basis in the shares
     of Michigan Financial common stock exchanged in the merger, less any
     cash received in lieu of fractional shares.

  .  The holding period of the shares of Wells Fargo common stock received by
     a shareholder will include the holding period of the shareholder's
     shares of Michigan Financial common stock exchanged in the merger, but
     only if the shares of Michigan Financial common stock were held as a
     capital asset at the time the merger is completed.

   Michigan Financial is not required to complete the merger unless it receives
an opinion of counsel that these will be the U.S. federal income tax
consequences of the merger. The opinion may make certain assumptions and may
rely on representations of the parties to the merger as to factual matters. It
will reflect the opinion giver's judgment as to the tax status of the merger
under the Code and will not be binding on the Internal Revenue Service. There
is no assurance that the IRS will not take a contrary position regarding the
tax consequences of the merger, nor is there any assurance that the IRS would
not prevail in the event the tax consequences of the merger were litigated.

   The U.S. federal income tax summary set forth above is included for general
information only and may or may not be applicable depending upon a
shareholder's particular situation. Shareholders should consult their tax
advisors with respect to the tax consequences to them of the merger, including
the tax consequences under state, local, foreign and other tax laws and the
possible effects of changes in federal or other tax law. Michigan Financial
option holders should consult their tax advisers as to the consequences of
exercising their options or receiving cash upon redemption of their options by
Michigan Financial.


                                       20
<PAGE>

Support Agreements

   At the same time that the merger agreement was signed, certain members of
Michigan Financial's management entered into individual support agreements with
Wells Fargo. Under the support agreements, these individuals agreed, among
other things:

  .  to vote in favor of the merger all shares of Michigan Financial common
     stock owned by them at the record date for any meeting of shareholders
     of Michigan Financial called to consider and vote on the merger;

  .  not to sell or transfer any shares of Michigan Financial common stock
     held by them except (a) pursuant to the merger, (b) in connection with
     stock option exercises and (c) with Wells Fargo's prior written consent;

  .  not to solicit any inquiries or proposals or enter into any discussions,
     negotiations or agreements relating to a business combination, merger or
     consolidation of Michigan Financial with any person other than Wells
     Fargo; and

  .  not to vote in favor of any business combination, merger or
     consolidation of Michigan Financial with any person other than Wells
     Fargo.

   At the record date for the special meeting, the individuals who signed
support agreements beneficially owned a total of          shares of Michigan
Financial common stock, representing approximately    % of the shares of
Michigan Financial common stock entitled to vote at the special meeting.

Resale Of Wells Fargo Common Stock Issued In The Merger

   The Wells Fargo common stock issued in the merger will be freely
transferable under the Securities Act of 1933, except for shares issued to
Michigan Financial shareholders who are considered to be "affiliates" of
Michigan Financial or Wells Fargo under Rule 145 under the Securities Act or of
Wells Fargo under Rule 144 under the Securities Act. The definition of
"affiliate" is complex and depends on the specific facts, but generally
includes directors, executive officers, 10% stockholders and other persons with
the power to direct the management and policies of the company in question.

   Affiliates of Michigan Financial may not sell the shares of Wells Fargo
common stock received in the merger except (a) pursuant to an effective
registration statement under the Securities Act, (b) in compliance with an
exemption from the registration requirements of the Securities Act or (c) in
compliance with Rule 144 and Rule 145 under the Securities Act. Generally,
those rules permit resales of stock received by affiliates so long as Wells
Fargo has complied with certain reporting requirements and the selling
stockholder complies with certain volume and manner of sale restrictions.

   Michigan Financial has agreed to use its best efforts to deliver to Wells
Fargo signed representations by each person who may be deemed to be an
affiliate of Michigan Financial that the person will not sell, transfer or
otherwise dispose of the shares of Wells Fargo common stock to be received by
the person in the merger except in compliance with the applicable provisions of
the Securities Act and the rules and regulations promulgated thereunder.

   This proxy statement-prospectus does not cover any resales of Wells Fargo
common stock received by affiliates of Michigan Financial.

Stock Exchange Listing

   The shares of Wells Fargo common stock to be issued in the merger will be
listed on the New York Stock Exchange and the Chicago Stock Exchange. The
listing of the Wells Fargo common stock to be issued in the merger is a
condition to Michigan Financial's obligation to complete the merger.

                                       21
<PAGE>

Accounting Treatment

   Wells Fargo will account for the merger as a purchase. Wells Fargo will
record, at fair value, the acquired assets and assumed liabilities of Michigan
Financial. To the extent the total purchase price exceeds the fair value of the
assets acquired and liabilities assumed, Wells Fargo will record goodwill.
Wells Fargo will include in its results of operations the results of Michigan
Financial's operations after the merger.

   The unaudited pro forma data included in this proxy statement-prospectus for
the merger have been prepared using the purchase method of accounting. See
"Summary--Comparative Per Common Share Data."

                                       22
<PAGE>

                              THE MERGER AGREEMENT

   The following is a summary of certain provisions of the merger agreement. A
copy of the merger agreement, as amended by the amendment to the merger
agreement, is attached to this proxy statement-prospectus as Appendix A and is
incorporated by reference into this proxy statement-prospectus. When used in
this proxy statement-prospectus, the term "merger agreement" refers to the
merger agreement, as amended. This summary is qualified in its entirety by
reference to the full text of the merger agreement. Michigan Financial
shareholders are encouraged to read the merger agreement carefully and in its
entirety. Parenthetical references are to the relevant paragraph or paragraphs
of the merger agreement.

Basic Plan Of Reorganization

   The merger agreement provides that a wholly-owned subsidiary of Wells Fargo
will merge by statutory merger with and into Michigan Financial, with Michigan
Financial as the surviving corporation. (paragraph 1(a))

 Exchange Of For Wells Fargo Shares For Michigan Financial Shares

   In the merger, each share of Michigan Financial common stock outstanding
immediately before the merger will be exchanged for the number of shares of
Wells Fargo common stock determined by dividing the "Adjusted Wells Fargo
Shares" by the number of shares of Michigan Financial common stock then
outstanding. (paragraph 1(a))

  .  The number of Adjusted Wells Fargo Shares will equal the sum of (a)
     4,418,605 plus (b) a number equal to the "Aggregate Share Amount"
     divided by the "Wells Fargo Measurement Price." The number equal to the
     Aggregate Share Amount divided by the Wells Fargo Measurement Price may
     be a negative number.

  .  The Aggregate Share Amount will equal the aggregate exercise price of
     all Options exercised by cash payments between the date of the merger
     agreement and the day immediately before the closing date of the merger,
     less the "Redemption Amount."

  .  Option means any option issued under the Michigan Financial Corporation
     Stock Option Plan.

  .  Redemption Amount means the difference between (i) the product of (A)
     the "Fair Market Value Per Share" multiplied by (B) the number of
     "Redeemed Options," minus (ii) the aggregate exercise price of all
     Redeemed Options.

  .  Fair Market Value Per Share means 0.678 multiplied by the Wells Fargo
     Measurement Price.

  .  Redeemed Options are the Options that are redeemed for cash under the
     terms of the merger agreement. See "The Merger Agreement--Redemption Of
     Unexercised Options" below.

  .  The Wells Fargo Measurement Price will equal the average of the closing
     prices of a share of Wells Fargo common stock as reported on the
     consolidated tape of the New York Stock Exchange during the period of 20
     trading days ending on the day immediately before the special meeting of
     Michigan Financial shareholders.

   On November 2, 1999, the date of the merger agreement, there were
outstanding 6,463,745 shares of Michigan Financial common stock and Options to
purchase 261,149 shares of Michigan Financial common stock. The Options had
exercise prices ranging from $16.41 to $31.42 a share, with a weighted average
exercise price of $23.58.

                                       23
<PAGE>

   The following table shows the approximate exchange ratios that would result
from different Wells Fargo Measurement Prices under two different scenarios.
The first scenario assumes that all of the Options are exercised by cash
payments. The second scenario assumes that all of the Options are redeemed for
cash. Under either scenario, the exchange ratio decreases as the Wells Fargo
Measurement Price increases.

<TABLE>
<CAPTION>
                                                             Exchange Ratio
                                                         -----------------------
                                                         All Options All Options
      Wells Fargo Measurement Price                       Exercised   Redeemed
      -----------------------------                      ----------- -----------
      <S>                                                <C>         <C>
      $35.00............................................   0.6832      0.6834
      $40.00............................................   0.6799      0.6800
      $45.00............................................   0.6774      0.6774
      $50.00............................................   0.6754      0.6753
</TABLE>

   Under the merger agreement, any Options that have not been exercised by the
date immediately before the closing date of the merger or redeemed as provided
in the merger agreement will terminate as of immediately prior to the closing
date of the merger. As a result, so long as the market value of Michigan
Financial common stock exceeds the exercise price of an Option, it is likely
that the Option will be either exercised or redeemed before completion of the
merger. Neither Michigan Financial nor Wells Fargo, however, can predict the
extent to which Options will be exercised or redeemed.

   No adjustment will be made to the number of shares of Wells Fargo common
stock you will receive to reflect fluctuations in the price of Wells Fargo
common stock occurring after the special meeting.

 Adjustments For Changes In Capitalization

   If before the merger is completed the outstanding shares of Wells Fargo are
increased or decreased in number or changed into or exchanged for a different
number or kind of shares or securities as a result of a reorganization,
reclassification, recapitalization, stock dividend, stock split or other
similar change in capitalization, then an appropriate and proportionate
adjustment will be made to the exchange ratio. (paragraph 1(b))

 Cash In Lieu Of Fractional Shares

   If the aggregate number of shares of Wells Fargo common stock you will
receive in the merger does not equal a whole number, you will receive cash
instead of the fractional share. The cash payment will be equal to the product
of the fractional part of the share of Wells Fargo common stock multiplied by
the average of the closing prices of a share of Wells Fargo common stock as
reported on the consolidated tape of the New York Stock Exchange for each of
the five trading days ending on the date immediately preceding the special
meeting. (paragraph 1(c))

 Effective Date And Time Of The Merger

   The effective date of the merger will be the day on which articles of merger
are filed with and accepted by the Department of Consumer and Industry Services
of the state of Michigan. The merger agreement provides that articles of merger
will be filed within 10 business days after the satisfaction or waiver of all
conditions to the merger or such other date as Wells Fargo and Michigan
Financial may agree, provided that the date will not be before March 16, 2000.
The effective time of the merger will be 11:59 p.m., Lansing, Michigan time, on
the effective date of the merger. (paragraph 1(d))

Redemption Of Unexercised Options

   Immediately prior to the first business day immediately preceding the
effective date of the merger, Michigan Financial will redeem for cash certain
Options. To be redeemed, an Option must be a non-qualified stock option and
must have a per share exercise price less than the Fair Market Value Per Share.
Also, the holder of the Option must have elected in writing, prior to the
special meeting of shareholders, to have the

                                       24
<PAGE>

Option redeemed by Michigan Financial. The redemption price will equal the
product of (a) the difference between (1) the Fair Market Value Per Share and
(2) the exercise price per share, multiplied by (b) the number of shares of
Michigan Financial subject to the option.

  .  Option means any option issued under the Michigan Financial Corporation
     Stock Option Plan.

  .  Fair Market Value Per Share means 0.678 multiplied by the Wells Fargo
     Measurement Price.

  .  The Wells Fargo Measurement Price will equal the average of the closing
     prices of a share of Wells Fargo common stock as reported on the
     consolidated tape of the New York Stock Exchange during the period of 20
     trading days ending on the day immediately before the special meeting of
     Michigan Financial shareholders.

Termination Of Options Not Exercised Or Redeemed

   All options to acquire Michigan Financial common stock granted under the
Michigan Financial Corporation Stock Option Plan that have not been either
exercised by the date immediately preceding the closing date of the merger or
redeemed under the terms of the merger agreement will terminate as of
immediately prior to the merger.

Representations And Warranties

   The merger agreement contains various representations and warranties by
Wells Fargo and Michigan Financial concerning (a) their organization and legal
authority to engage in their respective businesses; (b) their capitalization;
(c) their corporate authority to enter into the merger agreement and complete
the merger, (d) the absence of certain material changes; (e) compliance with
laws; (f) material contracts; (g) absence of certain litigation; and (h)
undisclosed liabilities. (paragraphs 2 and 3) Because the representations and
warranties do not survive completion of the merger, they function primarily as
a due diligence device and a closing condition (that is, they must continue to
be true in all material respects until the merger is completed).

Certain Covenants

   The merger agreement has a number of covenants and agreements that govern
the actions of Michigan Financial and Wells Fargo pending completion of the
merger. Some of the covenants and agreements are summarized below.

 Termination Of Michigan Financial Option Plan

   Michigan Financial has agreed to terminate the Michigan Financial
Corporation Stock Option Plan. Any options issued under this plan that are not
exercised prior to the effective date of the merger will terminate.

 Conduct Of Business

  Michigan Financial

     Except as otherwise permitted or required by the merger agreement,
  Michigan Financial and each Michigan Financial subsidiary will:

    .  maintain its corporate existence in good standing;

    .  maintain the general character of its business;

    .  conduct its business in the ordinary and usual manner;

    .  extend credit in accordance with existing lending policies and
       provide Wells Fargo access to its loan files, except that it will
       not, without the prior written consent of Wells Fargo, which consent

                                       25
<PAGE>

       will be deemed waived under certain specified circumstances, make any
       new loan or modify, restructure or renew any existing loan (except
       pursuant to commitments made prior to the merger agreement) to any
       borrower if the amount of the resulting loan, when aggregated with
       all other loans or extensions of credit to such person, would exceed
       $250,000 in the case of a new loan or $350,000 in the case of
       modification, restructuring or renewal of an existing loan (paragraph
       4(a))

     Except as otherwise permitted or required by the merger agreement,
  Michigan Financial and each Michigan Financial subsidiary will not:

    .  amend or otherwise change its articles of incorporation or
       association or bylaws;

    .  issue or sell or authorize for issuance or sale, or grant any options
       or make other agreements with respect to the issuance or sale or
       conversion of, any shares of its capital stock, phantom shares or
       other share equivalents, or any other of its securities, except that
       Michigan Financial may issue shares of Michigan Financial common
       stock upon exercise of outstanding stock options;

    .  authorize or incur any long-term debt (other than deposit
       liabilities);

    .  mortgage, pledge or subject to a lien or other encumbrance any of its
       properties, except in the ordinary course of business;

    .  enter into any material agreement, contract or commitment in excess
       of $10,000 except banking transactions in the ordinary course of
       business and in accordance with policies and procedures in effect as
       of the date of the merger agreement;

    .  make any investments except investments made by bank subsidiaries in
       the ordinary course of business for terms of up to one year and in
       amounts of $100,000 or less;

    .  amend or terminate any employee benefit plans except as required by
       law or the terms of the merger agreement;

    .  declare dividends other than any dividend declared by a subsidiary's
       board of directors in accordance with applicable law and regulation,
       provided that Michigan Financial's board of directors may declare and
       pay cash dividends to Michigan Financial shareholders out of the net
       earnings of Michigan Financial between October 18, 1999 and the
       effective time of the merger in accordance with applicable law and
       regulation and in accordance with past practice in an amount not to
       exceed a quarterly rate of $.30 per share and provided further that
       Michigan Financial shareholders will be entitled to a dividend on
       Michigan Financial common stock or Wells Fargo common stock, but not
       both, in the calendar quarter in which the merger closes;

    .  redeem, purchase or otherwise acquire any capital stock of Michigan
       Financial, except for shares of Michigan Financial common stock
       acquired from holders of options granted under the Michigan Financial
       Corporation Stock Option Plan in connection with the exercise of the
       options;

    .  increase the compensation of any officers, directors or executive
       employees, except pursuant to existing compensation plans, agreements
       and practices;

    .  sell or otherwise dispose of any shares of capital stock of Michigan
       Financial or any of its subsidiaries; or

    .  sell or otherwise dispose of any of its assets or properties other
       than in the ordinary course of business. (paragraphs 4(a) and (b))


                                      26
<PAGE>

  Wells Fargo

   Wells Fargo has agreed to conduct its business and to cause its significant
subsidiaries to conduct their respective businesses in compliance with all
material obligations and duties imposed by laws, regulations, rules and
ordinances or by judicial orders, judgments and decrees applicable to them or
to their businesses or properties.

 Competing Transactions

   Neither Michigan Financial or any Michigan Financial subsidiary nor any
director, officer, representative or agent of Michigan Financial or any
Michigan Financial subsidiary may, directly or indirectly, solicit, authorize
the solicitation of or enter into any discussions with any entity or group
(other than Wells Fargo) concerning any offer or possible offer to

  .  purchase its common stock, any security convertible into its common
     stock, or any other equity security of Michigan Financial or any of its
     subsidiaries;

  .  make a tender or exchange offer for any shares of its common stock or
     other equity security of Michigan Financial or any of its subsidiaries;

  .  purchase, lease or otherwise acquire the assets of Michigan Financial or
     any of its subsidiaries except in the ordinary course of business; or

  .  merge, consolidate or otherwise combine with Michigan Financial or any
     of its subsidiaries.

Michigan Financial and each of its subsidiaries, as applicable, has also agreed
to promptly inform Wells Fargo if any such entity or group makes an offer or
inquiry concerning any of the foregoing. (paragraph 4(h))

 Year 2000 Compliance

   Michigan Financial will cooperate with Wells Fargo to assess the impact of
the merger on Michigan Financial's continued compliance with the Year 2000
project management process as set forth in the May 5, 1997 Federal Financial
Institutions Examination Council (FFIEC) Interagency Statement on the Year 2000
and subsequent guidance documents. Michigan Financial will take such action, in
consultation with Wells Fargo, as may be necessary to amend Michigan
Financial's Year 2000 project assessment and remediation plan. Michigan
Financial will continue its current preparations for compliance with the FFIEC
requirements and will not rely on the completion of the merger to satisfy its
FFIEC requirements. (paragraph 4(p))

 Other Covenants

   The merger agreement contains various other covenants, including covenants
relating to the preparation and distribution of this proxy statement-
prospectus, access to information, and the listing on the New York and Chicago
Stock Exchanges of the shares of Wells Fargo common stock to be issued in the
merger. In addition, Michigan Financial has agreed to (a) establish such
additional accruals and reserves as are necessary to conform its accounting and
credit loss reserve practices and methods to those of Wells Fargo and Wells
Fargo's plans with respect to the conduct of Michigan Financial's business
after the merger and (b) use its best efforts to deliver to Wells Fargo prior
to completion of the merger signed representations substantially in the form
attached as Exhibit B to the merger agreement from each executive officer,
director or shareholder of Michigan Financial who may reasonably be deemed an
"affiliate" of Michigan Financial within the meaning of such term as used in
Rule 145 of the Securities Act. (paragraphs 4(l) and 4(m) and Exhibit B) See
"The Merger--Resale Of Wells Fargo Common Stock Issued In The Merger."

Conditions To The Merger

   Under the merger agreement, various conditions are required to be met before
the parties are obligated to complete the merger. These conditions are
customary and include such items as the receipt of shareholder,

                                       27
<PAGE>

regulatory and listing approval, and the receipt by Michigan Financial of a
favorable tax opinion. (paragraphs 6 and 7) See "The Merger--U.S. Federal
Income Tax Consequences Of The Merger."

   The obligations of the parties are also subject to the continued accuracy of
the other party's representations and warranties, the performance by the other
party of its obligations under the merger agreement, and, subject to certain
exceptions, the absence of any changes that have had or might be reasonably
expected to have an adverse effect on Michigan Financial. Some of the
conditions to the merger are subject to exceptions and/or a "materiality"
standard. Certain conditions to the merger may be waived by the party seeking
to assert the condition. (paragraphs 6 and 7)

Termination Of The Merger Agreement

 Termination by Mutual Consent

   Wells Fargo and Michigan Financial can agree to terminate the merger
agreement at any time before completion of the merger. (paragraph 9(a)(i))

 Termination by Either Wells Fargo or Michigan Financial

   Either Wells Fargo or Michigan Financial can terminate the merger agreement
without the consent of the other if any of the following occurs:

  .  The merger has not been completed by May 31, 2000, unless the failure to
     complete the merger is due to the failure of the party seeking to
     terminate to perform or observe in all material respects the covenants
     and agreements to be observed or performed by the party. (paragraph
     9(a)(ii))

  .  A court or governmental authority of competent jurisdiction has issued a
     final order restraining, enjoining or otherwise prohibiting the
     transactions contemplated by the merger agreement. (paragraph 9(a)(iii))

 Termination by Michigan Financial

   Michigan Financial can terminate the merger agreement, within five days
after the end of the Index Measurement Period (defined below), if both of the
following conditions are satisfied:

  (1) the Wells Fargo Measurement Price is less than $35.00; and

  (2) the number obtained by dividing the Wells Fargo Measurement Price by
      the closing price of Wells Fargo common stock on the trading day
      immediately preceding the date of the merger agreement is less than the
      number obtained by dividing the Final Index Price (defined below) by
      the Initial Index Price (defined below) and subtracting 0.15 from such
      quotient. (paragraph 9(a)(iv))

   For purposes of this provision:

  .  The "Company Market Capitalization" means (a) the price of one share of
     the common stock of a given company at the close of the trading day
     immediately preceding the date of the merger agreement multiplied by (b)
     the number of shares of common stock of such company outstanding as of
     June 30, 1999 (adjusted for any stock dividend, reclassification,
     recapitalization, exchange of shares or similar transaction between June
     30, 1999 and the close of the trading day immediately preceding the date
     of the merger agreement).

  .  The "Index Group" means all of those companies listed below the common
     stock of which is publicly traded and as to which there is, during the
     period of 20 trading days ending on the day immediately preceding the
     special meeting of Michigan Financial shareholders (the "Index
     Measurement Period"), no pending publicly announced proposal for such
     company to be acquired, nor has there been any proposal by such company
     publicly announced subsequent to the day before the date of the merger
     agreement to acquire another company in exchange for stock where, if the

                                       28
<PAGE>

     company to be acquired were to become a subsidiary of the acquiring
     company, the company to be acquired would be a "significant subsidiary"
     as defined in Rule 1-02 of Regulation S-X promulgated by the SEC nor has
     there been any program publicly announced subsequent to the day before
     the date of the merger agreement to repurchase 5% or more of the
     outstanding shares of such company's common stock.

               Bank of America Corporation        Bank One Corporation
               BB&T Corporation                   Comerica Incorporated
               Fifth Third Bancorp                First Union Corporation
               Huntington Bancshares, Inc.        Keycorp
               Marshall & Illsley Corporation     Mellon Bank Corporation
               National City Corporation          Northern Trust Corporation
               PNC Bank Corp.                     Regions Financial
               State Street Corporation             Corporation
               SunTrust Banks, Inc.               Summit Bancorp
               Wachovia Corporation               U.S. Bancorp

  .  The "Initial Index Price" means the sum of the following, calculated for
     each of the companies in the Index Group: (a) the closing price per
     share of common stock of each such company on the trading day
     immediately preceding the date of the merger agreement multiplied by (b)
     the Weighting Factor (as defined below) for each such company.

  .  The "Final Index Price" shall mean the sum of the following, calculated
     for each of the companies in the Index Group: (a) the Final Price for
     each such company multiplied by (b) the Weighting Factor (as defined
     below) for each such company.

  .  The "Final Price" of any company in the Index Group shall mean the
     average of the daily closing prices of a share of common stock of such
     company, as reported on the consolidated transaction reporting system
     for the market or exchange on which such common stock is principally
     traded, during the Index Measurement Period.

  .  The "Total Market Capitalization" shall mean the sum of the Company
     Market Capitalization for each of the companies in the Index Group.

  .  The "Weighting Factor" for any given company shall mean the Company
     Market Capitalization for such company divided by the Total Market
     Capitalization.

  .  The "Wells Fargo Measurement Price" means the average closing price of a
     share of Wells Fargo common stock as reported on the composite tape of
     the New York Stock Exchange during the Index Measurement Period.
     (paragraph 9(c))

   Any decision by Michigan Financial's board of directors regarding
termination of the merger agreement will be made in the board's sole discretion
and could result in either of the following:

  .  shareholders of Michigan Financial receiving merger consideration with
     less aggregate value than was anticipated at the time the merger
     agreement was signed, or

  .  termination of the merger agreement, in which event Michigan Financial
     shareholders would not receive any merger consideration but would retain
     their Michigan Financial common stock.

Effect Of Termination

   Generally, if either party terminates the merger agreement, it becomes void
without any liability to either party other than for willful and material
breaches occurring before termination; however, the provisions of the merger
agreement governing confidential information and expenses incurred in
connection with the merger continue in effect after termination of the merger
agreement. (paragraph 9(b))

                                       29
<PAGE>

Waiver And Amendment

   Either Wells Fargo or Michigan Financial may waive any inaccuracies in the
representations and warranties of the other party or compliance by the other
party with any of the covenants or conditions contained in the merger
agreement. (paragraph 16)

   Wells Fargo and Michigan Financial can amend the merger agreement at any
time before the merger is completed; however, the merger agreement prohibits
them from amending the merger agreement after Michigan Financial shareholders
approve the merger if the amendment would change in a manner adverse to
Michigan Financial shareholders the consideration to be received by Michigan
Financial shareholders in the merger. (paragraph 17)

Expenses

   Wells Fargo and Michigan Financial will each pay their own expenses in
connection with the merger, including fees and expenses of their respective
independent auditors and counsel. (paragraph 10)

                        COMPARISON OF STOCKHOLDER RIGHTS

   The following is a summary of material differences between the rights of
Michigan Financial shareholders and the rights of Wells Fargo stockholders. It
is not a complete statement of the provisions affecting, and the differences
between, the rights of Michigan Financial shareholders and Wells Fargo
stockholders. The summary is qualified in its entirety by reference to the
Michigan Business Corporation Act (MBCA), the Delaware General Corporation Law
(DGCL), Michigan Financial's articles of incorporation and bylaws, and Wells
Fargo's restated certificate of incorporation and bylaws.

Introduction

   Upon completion of the merger, holders of Michigan Financial common stock
will become stockholders of Wells Fargo. There are material differences in the
rights of Michigan Financial shareholders as compared to the rights of Wells
Fargo stockholders. The rights of Michigan Financial shareholders are governed
by Michigan law and Michigan Financial's articles of incorporation and bylaws,
and the rights of Wells Fargo stockholders are governed by Delaware law and
Wells Fargo's restated certificate of incorporation and bylaws.

   A description of Wells Fargo's common stock is contained in Wells Fargo's
current report on Form 8-K filed October 14, 1997. A description of the
preferred stock purchase rights that are attached to shares of Wells Fargo
common stock is included in Wells Fargo's registration statement on Form 8-A
dated October 21, 1998. See "Where You Can Find More Information." These
descriptions may be updated from time to time by amendments or reports filed by
Wells Fargo with the SEC.

Authorized And Outstanding Capital Stock

 Wells Fargo

   Wells Fargo's restated certificate of incorporation currently authorizes the
issuance of 4,000,000,000 shares of Wells Fargo common stock, par value $1-2/3
per share, 20,000,000 shares of preferred stock, without par value, and
4,000,000 shares of preference stock, without par value. At September 30, 1999,
there were 1,649,763,637 shares of Wells Fargo common stock outstanding,
6,550,197 shares of Wells Fargo preferred stock outstanding, and no shares of
Wells Fargo preference stock outstanding.


                                       30
<PAGE>

 Michigan Financial

   Michigan Financial's articles of incorporation authorize the issuance of
10,000,000 shares of common stock, without par value, and no shares of
preferred stock. An aggregate of           shares of common stock were issued
and outstanding as of           , 2000.

Rights Plan

 Wells Fargo

   Each share of Wells Fargo common stock (including shares that will be issued
in the merger) has attached to it one preferred share purchase right. Once
exercisable, each right allows the holder to purchase a fractional share of
Wells Fargo's Series C Junior Participating Preferred Stock. A right, by
itself, does not confer on its holder any rights of a Wells Fargo stockholder,
including the right to vote or receive dividends, until the right is exercised.
The rights trade automatically with shares of Wells Fargo common stock. The
rights are designed to protect the interests of Wells Fargo and its
stockholders against coercive takeover tactics. The rights are intended to
encourage potential acquirors to negotiate on behalf of all stockholders the
terms of any proposed takeover. Although not their purpose, the rights may
deter takeover proposals.

 Michigan Financial

   Michigan Financial has no comparable share purchase rights plan.

Number And Election Of Directors

 Wells Fargo

   Wells Fargo's bylaws provide for a board of directors consisting of not less
than 10 nor more than 28 persons, each serving a term of one year or until his
or her earlier death, resignation or removal. The number of directors of Wells
Fargo is currently fixed at 25. Directors of Wells Fargo may be removed with or
without cause by the affirmative vote of the holders of a majority of the
shares of Wells Fargo capital stock entitled to vote thereon. Vacancies on
Wells Fargo's board of directors may be filled by majority vote of the
remaining directors or, in the event a vacancy is not so filled or if no
director remains, by the stockholders. Directors of Wells Fargo are elected by
plurality of the votes of shares of Wells Fargo capital stock entitled to vote
thereon present in person or by proxy at the meeting at which directors are
elected. Wells Fargo's restated certificate of incorporation does not currently
permit cumulative voting in the election of directors.

 Michigan Financial

   Michigan Financial's bylaws provide that the size of the board of directors
may be increased by the unanimous consent of the present directors. The board
of directors currently consists of fourteen members, each serving a term of one
year or until his or her earlier death, resignation or removal. Directors of
Michigan Financial may be removed with or without cause by the affirmative vote
of the holders of a majority of the shares of Michigan Financial common stock
entitled to vote thereon. Vacancies on the board of directors may be filled by
the remaining members of the board. Directors of Michigan Financial are elected
by plurality of the votes of shares of Michigan Financial common stock entitled
to vote thereon present in person or by proxy at the meeting at which directors
are elected. Michigan Financial's articles of incorporation do not provide for
cumulative voting in the election of directors.

Amendment Of Governing Documents

 Wells Fargo

   Wells Fargo's restated certificate of incorporation may be amended only if
the proposed amendment is approved by Wells Fargo's board of directors and
thereafter approved by a majority of the outstanding stock

                                       31
<PAGE>

entitled to vote thereon and by a majority of the outstanding stock of each
class entitled to vote thereon as a class. Wells Fargo's bylaws may be amended
by a majority of Wells Fargo's board of directors or by a majority of the
outstanding stock entitled to vote thereon. Shares of Wells Fargo preferred
stock and Wells Fargo preference stock currently authorized in Wells Fargo's
restated certificate of incorporation may be issued by Wells Fargo's board of
directors without amending Wells Fargo's restated certificate of incorporation
or otherwise obtaining the approval of Wells Fargo's Stockholders.

 Michigan Financial

   In general, Michigan Financial's articles of incorporation may be amended
only if the proposed amendment is approved by a majority of the outstanding
Michigan Financial shares entitled to vote thereon. Michigan Financial's bylaws
may be amended by a majority of the board of directors or by a majority of the
outstanding shares entitled to vote thereon.

Approval Of Mergers And Assets Sales

 Wells Fargo

   Except as described below, the affirmative vote of a majority of the
outstanding shares of Wells Fargo common stock entitled to vote thereon is
required to approve a merger or consolidation involving Wells Fargo or the
sale, lease or exchange of all or substantially all of Wells Fargo's corporate
assets. No vote of the stockholders is required, however, in connection with a
merger in which Wells Fargo is the surviving corporation and (a) the agreement
of merger for the merger does not amend in any respect Wells Fargo's restated
certificate of incorporation, (b) each share of capital stock outstanding
immediately before the merger is to be an identical outstanding or treasury
share of Wells Fargo after the merger and (c) the number of shares of capital
stock to be issued in the merger (or to be issuable upon conversion of any
convertible instruments to be issued in the merger) does not exceed 20% of the
shares of Wells Fargo's capital stock outstanding immediately before the
merger.

 Michigan Financial

   Except as described below, the affirmative vote of a majority of the
outstanding shares of Michigan Financial common stock entitled to vote thereon
is required to approve a merger or consolidation involving Michigan Financial
or the sale, lease or exchange of all or substantially all of Michigan
Financial's corporate assets. No vote of the shareholders is required, however,
in connection with a merger in which Michigan Financial is the surviving
corporation and (a) the agreement of merger for the merger does not amend in
any respect Michigan Financial's articles of incorporation, (b) each Michigan
Financial shareholder whose shares were outstanding immediately before the
effective date of the merger will hold the same number of shares with identical
descriptions, preferences, limitations and relative rights, immediately after
the merger and (c) the number of shares of capital stock to be issued in the
merger (or to be issuable upon conversion of any convertible instruments to be
issued in the merger) does not exceed 100% of the shares of Michigan Financial
capital stock outstanding immediately before the merger.

Preemptive Rights

 Wells Fargo

   Neither Wells Fargo's restated certificate of incorporation nor its bylaws
grants preemptive rights to its stockholders.

 Michigan Financial

   Michigan Financial's articles of incorporation do not grant shareholders
preemptive rights to subscribe to any or all issues of Michigan Financial
shares or securities.

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<PAGE>

Appraisal Rights

 Wells Fargo

   Section 262 of the DGCL provides for stockholder appraisal rights in
connection with consolidations and mergers generally; however, appraisal rights
are not available to holders of any class or series of stock that, at the
record date fixed to determine stockholders entitled to receive notice of and
to vote at the meeting to act upon the agreement of consolidation or merger,
were either (a) listed on a national securities exchange or designated as a
national market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc. or (b) held of record by more
than 2,000 stockholders, so long as stockholders receive shares of the
surviving corporation or another corporation whose shares are so listed or
designated or held by more than 2,000 stockholders. Wells Fargo common stock is
listed on the New York Stock Exchange and the Chicago Stock Exchange and
currently held by more than 2,000 stockholders. As a result, assuming that the
other conditions described above are satisfied, holders of Wells Fargo common
stock will not have appraisal rights in connection with consolidations and
mergers involving Wells Fargo.

 Michigan Financial

   Section 762 of the MBCA provides for shareholder appraisal rights in
connection with consolidations and mergers generally; however, appraisal rights
are not available to holders of any class or series of stock that, at the
record date fixed to determine shareholders entitled to receive notice of and
to vote at the meeting to act upon the agreement of consolidation or merger,
were listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. Michigan Financial common stock is
traded on the Nasdaq National Market System. As a result, assuming that the
other conditions described above are satisfied, holders of Michigan Financial
common stock do not have appraisal rights in connection with consolidations and
mergers involving Michigan Financial.

Special Meetings

 Wells Fargo

   Under the DGCL, special meetings of stockholders may be called by the board
of directors or by such persons as may be authorized in the certificate of
incorporation or bylaws. Wells Fargo's bylaws provide that a special meeting of
stockholders may be called only by the chairman of the board, a vice chairman,
the president or a majority of Wells Fargo's board of directors. Holders of
Wells Fargo common stock do not have the ability to call a special meeting of
stockholders.

 Michigan Financial

   Under the MBCA, special meetings of shareholders may be called by the board
of directors or by the officers, directors or shareholders as may be authorized
in the bylaws. Michigan Financial's bylaws provide that a special meeting of
shareholders may be called by the president and secretary and shall be called
by either of them on the request in writing or by vote of a majority of the
shareholders of record.

Directors' Duties

 Wells Fargo

   The DGCL does not specifically enumerate directors' duties. In addition, the
DGCL does not contain any provision specifying what factors a director must and
may consider in determining a corporation's best interests. However, judicial
decisions in Delaware have established that, in performing their duties,
directors are bound to use that degree of care which ordinarily prudent persons
would use in similar circumstances.


                                       33
<PAGE>

 Michigan Financial

   Pursuant to the MBCA, a director is obligated to perform his or her duties
in good faith, in a manner such director believes to be in the best interests
of the corporation and with such care as an ordinarily prudent person in a like
position would exercise under similar circumstances. In performing the duties
of a director, a director is entitled to rely on information, opinions, reports
or statements, including financial statements and other financial data,
prepared or presented by (a) one or more directors, officers or employees of
the corporation or of a business organization under joint control or common
control, whom the director reasonably believes to be reliable and competent in
the matters presented, (b) legal counsel, accountants, engineers or other
persons as to matters the director reasonably believes are within the person's
professional or expert competence, or (c) a committee of the board upon which
the director does not serve, if the director reasonably believes the committee
merits confidence; provided however, in any such case a director is not
entitled to rely on any information if he or she has knowledge concerning the
matter in question that makes reliance unwarranted.

Action Without A Meeting

 Wells Fargo

   As permitted by Section 228 of the DGCL and Wells Fargo's restated
certificate of incorporation, any action required or permitted to be taken at a
stockholders' meeting may be taken without a meeting pursuant to the written
consent of the holders of the number of shares that would have been required to
effect the action at an actual meeting of the stockholders.

 Michigan Financial

   Section 407(2) of the MBCA permits any action required or permitted by the
MBCA to be taken at an annual or special meeting of shareholders to be taken
without a meeting, without prior notice and without a vote, if before or after
the action all the shareholders entitled to vote consent in writing. Michigan
Financial's articles of incorporation and bylaws do not contain any provision
relating to the ability of shareholders to take action without a meeting by
less than unanimous written consent.

Limitations On Directors' Liability

 Wells Fargo

   Wells Fargo's restated certificate of incorporation provides that a director
(including an officer who is also a director) of Wells Fargo shall not be
liable personally to Wells Fargo or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability arising out of (a)
any breach of the director's duty of loyalty to Wells Fargo or its
stockholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) payment of a dividend
or approval of a stock repurchase in violation of Section 174 of the DGCL or
(d) any transaction from which the director derived an improper personal
benefit. This provision protects Wells Fargo's directors against personal
liability for monetary damages from breaches of their duty of care. It does not
eliminate the director's duty of care and has no effect on the availability of
equitable remedies, such as an injunction or rescission, based upon a
director's breach of his duty of care.

 Michigan Financial

   Michigan Financial's articles of incorporation provide that a director of
Michigan Financial shall not be personally liable to Michigan Financial or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising out of (a) any breach of the director's duty of
loyalty to Michigan Financial or its shareholders, (b) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) violation of Section 551(1) of the MBCA relating to distributions or
(d) any

                                       34
<PAGE>

transaction from which the director derived an improper personal benefit. This
provision protects Michigan Financial's directors against personal liability
for monetary damages from breaches of their duty of care. It does not eliminate
the director's duty of care and has no effect on the availability of equitable
remedies, such as an injunction or rescission, based upon a director's breach
of his duty of care.

Indemnification Of Officers And Directors

 Wells Fargo

   Wells Fargo's restated certificate of incorporation provides that Wells
Fargo must indemnify, to the fullest extent authorized by the DGCL, each person
who was or is made a party to, is threatened to be made a party to, or is
involved in, any action, suit, or proceeding because he is or was a director or
officer of Wells Fargo (or was serving at the request of Wells Fargo as a
director, trustee, officer, employee, or agent of another entity) while serving
in such capacity against all expenses, liabilities, or loss incurred by such
person in connection therewith, provided that indemnification in connection
with a proceeding brought by such person will be permitted only if the
proceeding was authorized by Wells Fargo's board of directors. Wells Fargo's
restated certificate of incorporation also provides that Wells Fargo must pay
expenses incurred in defending the proceedings specified above in advance of
their final disposition, provided that if so required by the DGCL, such advance
payments for expenses incurred by a director or officer may be made only if he
undertakes to repay all amounts so advanced if it is ultimately determined that
the person receiving such payments is not entitled to be indemnified. Wells
Fargo's restated certificate of incorporation authorizes Wells Fargo to provide
similar indemnification to employees or agents of Wells Fargo.

   Pursuant to Wells Fargo's restated certificate of incorporation, Wells Fargo
may maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of Wells Fargo or another entity against any
expense, liability or loss, regardless of whether Wells Fargo has the power or
obligation to indemnify that person against such expense, liability or loss
under the DGCL.

   The right to indemnification is not exclusive of any other right which any
person may have or acquire under any statute, provision of Wells Fargo's
restated certificate of incorporation or Wells Fargo bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

 Michigan Financial

   Michigan Financial's bylaws provide that Michigan Financial shall indemnify
to the full extent permitted by law any person who is made, or threatened to be
made, a party to an action, suit or proceeding (whether civil, criminal,
administrative, or investigative) by reason of the fact that he or she, his or
her testator or intestate is or was a director, officer, or employee of the
corporation or serves or served any other enterprise at the request of the
corporation. The MBCA permits such indemnification if such individual has acted
in good faith and in a manner the person reasonably believed to be in the best
interest of the corporation or its shareholders, and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of the person was
unlawful.

Dividends

 Wells Fargo

   Delaware corporations may pay dividends out of surplus or, if there is no
surplus, out of net profits for the fiscal year in which declared and for the
preceding fiscal year. Section 170 of the DGCL also provides that dividends may
not be paid out of net profits if, after the payment of the dividend, capital
is less than the capital represented by the outstanding stock of all classes
having a preference upon the distribution of assets. Wells Fargo is also
subject to Federal Reserve Board policies regarding payment of dividends, which
generally limit dividends to operating earnings. See "Regulation And
Supervision Of Wells Fargo."

                                       35
<PAGE>

 Michigan Financial

   The holders of Michigan Financial common stock are entitled to receive
dividends when and as declared by Michigan Financial's board of directors out
of funds legally available therefor. The MBCA provides that a corporation may
make a distribution to its shareholders if after giving it effect the
corporation is able to pay its debts as the debts become due in the usual
course of business, and the corporation's total assets would equal or exceed
the sum of its total liabilities plus the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution. Michigan Financial is
also subject to Federal Reserve Board policies regarding payment of dividends,
which generally limit dividends to operating earnings.

Corporate Governance Procedures; Nomination Of Directors

 Wells Fargo

   Wells Fargo's bylaws contain detailed advance notice and informational
procedures which must be complied with in order for a stockholder to nominate a
person to serve as a director. Wells Fargo's bylaws generally require a
stockholder to give notice of a proposed nominee in advance of the stockholders
meeting at which directors will be elected. In addition, Wells Fargo's bylaws
contain detailed advance notice and informational procedures which must be
followed in order for a Wells Fargo stockholder to propose an item of business
for consideration at a meeting of Wells Fargo stockholders.

 Michigan Financial

   Michigan Financial's articles of incorporation and bylaws do not contain any
provision relating to the ability of shareholders to nominate directors of
Michigan Financial. However, pursuant to applicable law, an eligible
shareholder may submit a proposal to be presented at the annual meeting of
shareholders provided it is received at Michigan Financial's principal
executive offices not less than 120 calendar days in advance of the date of
Michigan Financial's proxy statement released to shareholders in connection
with the previous year's annual meeting of the shareholders.

                                       36
<PAGE>

                         INFORMATION ABOUT WELLS FARGO

General

   Wells Fargo is a diversified financial services company. Through its
subsidiaries and affiliates, Wells Fargo provides retail, commercial, real
estate and mortgage banking, asset management and consumer finance, as well as
a variety of other financial services, including equipment leasing,
agricultural finance, securities brokerage and investment banking, insurance
agency services, computer and data processing services, trust services,
mortgage-backed securities servicing, and venture capital investment.

   At September 30, 1999, Wells Fargo had consolidated total assets of $207.1
billion, consolidated total deposits of $131.6 billion and stockholders' equity
of $22.2 billion. Based on assets at September 30, 1999, Wells Fargo was the
7th largest commercial banking organization in the United States.

   Wells Fargo expands its business in part by acquiring banking institutions
and other companies engaged in activities closely related to banking. Wells
Fargo continues to explore opportunities to acquire banking institutions and
other companies permitted by the Bank Holding Company Act of 1956. Discussions
are continually being carried on related to such acquisitions. It is not
presently known whether, or on what terms, such discussions will result in
further acquisitions. It is the policy of Wells Fargo not to comment on such
discussions or possible acquisitions until a definitive agreement with respect
thereto has been signed.

   Wells Fargo is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. As a result, the right of Wells Fargo--and thus the
right of Wells Fargo's creditors--to participate in any distribution of assets
or earnings of any subsidiary, other than in its capacity as a creditor of such
subsidiary, is subject to the prior payment of claims of creditors of such
subsidiary. The principal sources of Wells Fargo's revenues are dividends and
fees from its subsidiaries. See "Regulation And Supervision Of Wells Fargo--
Dividend Restrictions" for a discussion of the restrictions on the subsidiary
banks' ability to pay dividends to Wells Fargo.

   Wells Fargo's executive offices are located at 420 Montgomery Street, San
Francisco, California 94163, and its telephone number is (800) 411-4932.

Management And Additional Information

   Information concerning executive compensation, the principal holders of
voting securities, certain relationships and related transactions, and other
related matters concerning Wells Fargo is included or incorporated by reference
in its annual report on Form 10-K for the year ended December 31, 1998. Wells
Fargo's annual report on Form 10-K is incorporated by reference into this proxy
statement-prospectus. Michigan Financial shareholders who want a copy of this
annual report or any document incorporated by reference into the report may
contact Wells Fargo at the address or phone number indicated below under "Where
You Can Find More Information."

Information On Wells Fargo's Web Site

   Information on the Internet web site of Wells Fargo or any subsidiary of
Wells Fargo is not part of this proxy statement-prospectus, and you should not
rely on that information in deciding whether to approve the merger unless that
information is also in this document or in a document that is incorporated by
reference into this proxy statement-prospectus.

                                       37
<PAGE>

                   REGULATION AND SUPERVISION OF WELLS FARGO

   To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to the full
text of those provisions. Also, such statutes, regulations and policies are
continually under review by Congress and state legislatures and federal and
state regulatory agencies. A change in statutes, regulations or regulatory
policies applicable to Wells Fargo could have a material effect on the business
of Wells Fargo.

Introduction

   Wells Fargo, its banking subsidiaries and many of its nonbanking
subsidiaries are subject to extensive regulation by federal and state agencies.
The regulation of bank holding companies and their subsidiaries is intended
primarily for the protection of depositors, federal deposit insurance funds and
the banking system as a whole and not for the protection of security holders.

   As discussed in more detail below, this regulatory environment, among other
things, may restrict Wells Fargo's ability to diversify into certain areas of
financial services, acquire depository institutions in certain states and pay
dividends on its capital stock. It may also require Wells Fargo to provide
financial support to one or more of its banking subsidiaries, maintain capital
balances in excess of those desired by management and pay higher deposit
insurance premiums as a result of the deterioration in the financial condition
of depository institutions in general.

Regulatory Agencies

 Bank Holding Company

   Wells Fargo & Company, as a bank holding company, is subject to regulation
under the Bank Holding Company Act and to inspection, examination and
supervision by the Board of Governors of the Federal Reserve System (Federal
Reserve Board) under the Bank Holding Company Act.

 Subsidiary Banks

   Wells Fargo's national banking subsidiaries are subject to regulation and
examination primarily by the Office of the Comptroller of the Currency (OCC)
and secondarily by the Federal Reserve Board and the Federal Deposit Insurance
Corporation (FDIC). Wells Fargo's state-chartered banking subsidiaries are
subject to primary federal regulation and examination by the FDIC or the
Federal Reserve Board and, in addition, are regulated and examined by their
respective state banking departments.

 Nonbank Subsidiaries

   Many of Wells Fargo's nonbank subsidiaries also are subject to regulation by
the Federal Reserve Board and other applicable federal and state agencies.
Wells Fargo's brokerage subsidiaries are regulated by the SEC, the National
Association of Securities Dealers, Inc. and state securities regulators. Wells
Fargo's insurance subsidiaries are subject to regulation by applicable state
insurance regulatory agencies. Other nonbank subsidiaries of Wells Fargo are
subject to the laws and regulations of both the federal government and the
various states in which they conduct business.

Bank Holding Company Activities

 Banking-Related Requirement

   Under the Bank Holding Company Act, bank holding companies generally may not
acquire the beneficial ownership or control of more than 5% of the voting
shares or substantially all of the assets of any company,

                                       38
<PAGE>

including a bank, without the Federal Reserve Board's prior approval. Also,
bank holding companies generally may engage, directly or indirectly, only in
banking and such other activities as the Federal Reserve Board determines to be
closely related to banking.

   Effective March 11, 2000, subject to certain conditions, bank holding
companies that elect to become financial holding companies may affiliate with
securities firms and insurance companies and engage in other activities that
are financial in nature. Also effective March 11, 2000, no regulatory approval
will be required for a financial holding company to acquire a company, other
than a bank or savings association, engaged in activities that are financial in
nature or incidental to activities that are financial in nature, as determined
by the Federal Reserve Board. See "Financial Modernization" below.

 Interstate Banking

   Under the Riegle-Neal Interstate Banking and Branching Act (Riegle-Neal
Act), a bank holding company may acquire banks in states other than its home
state, subject to any state requirement that the bank has been organized and
operating for a minimum period of time, not to exceed five years, and the
requirement that the bank holding company not control, prior to or following
the proposed acquisition, more than 10% of the total amount of deposits of
insured depository institutions nationwide or, unless the acquisition is the
bank holding company's initial entry into the state, more than 30% of such
deposits in the state, or such lesser or greater amount set by the state.

   The Riegle-Neal Act also authorizes banks to merge across state lines,
thereby creating interstate branches. States may opt out of the Interstate
Banking Act and thereby prohibit interstate mergers in the state. Wells Fargo
will be unable to consolidate its banking operations in one state with those of
another state if either state in question has opted out of the Riegle-Neal Act.
Of Wells Fargo's banking states, only Montana has opted out of the Interstate
Banking Act. Montana has opted out until at least the year 2001.

 Regulatory Approval

   In determining whether to approve a proposed bank acquisition, federal
banking regulators will consider, among other factors, the effect of the
acquisition on competition, the public benefits expected to be received from
the acquisition, the projected capital ratios and levels on a post-acquisition
basis, and the acquiring institution's record of addressing the credit needs of
the communities it serves, including the needs of low and moderate income
neighborhoods, consistent with the safe and sound operation of the bank, under
the Community Reinvestment Act of 1977.

Dividend Restrictions

   Wells Fargo & Company is a legal entity separate and distinct from its
subsidiary banks and other subsidiaries. Its principal source of funds to pay
dividends on its common and preferred stock and debt service on its debt is
dividends from its subsidiaries. Various federal and state statutory provisions
and regulations limit the amount of dividends that Wells Fargo's bank
subsidiaries may pay without regulatory approval. Dividends payable by a
national bank without the express approval of the OCC are limited to the bank's
retained net profits for the preceding two calendar years plus retained net
profits up to the date of any dividend declaration in the current calendar
year. The OCC defines retained net profits as net income, less dividends
declared during the period, both of which are based on regulatory accounting
principles. Wells Fargo's state-chartered subsidiary banks also are subject to
state regulations that limit dividends.

   Before Wells Fargo Bank, National Association can declare dividends in 1999
without the prior approval of the OCC, it must have net income of $1.5 billion
plus an amount equal to or greater than the dividends declared in 1999. Because
it is not expected to meet this requirement, Wells Fargo Bank, National
Association must obtain the prior approval of the OCC before it declares any
dividends in 1999.


                                       39
<PAGE>

   Federal bank regulatory agencies have the authority to prohibit Wells
Fargo's subsidiary banks from engaging in unsafe or unsound practices in
conducting their businesses. The payment of dividends, depending on the
financial condition of the bank in question, could be deemed an unsafe or
unsound practice. The ability of Wells Fargo's subsidiary banks to pay
dividends in the future is currently influenced, and could be further
influenced, by bank regulatory policies and capital guidelines.

Holding Company Structure

 Transfer of Funds from Banking Subsidiaries

   Wells Fargo's banking subsidiaries are subject to restrictions under federal
law that limit the transfer of funds or other items of value from these
subsidiaries to Wells Fargo and its nonbanking subsidiaries, including
affiliates, whether in the form of loans and other extensions of credit,
investments and asset purchases, or as other transactions involving the
transfer of value from a subsidiary to an affiliate or for the benefit of an
affiliate. Unless an exemption applies, these transactions by a banking
subsidiary with a single affiliate are limited to 10% of the subsidiary bank's
capital and surplus and, with respect to all covered transactions with
affiliates in the aggregate, to 20% of the subsidiary bank's capital and
surplus. Also, loans and extensions of credit to affiliates generally are
required to be secured in specified amounts.

 Source of Strength Doctrine

   The Federal Reserve Board has a policy that a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and, under appropriate circumstances, to commit resources to
support each such subsidiary bank. This support may be required at times when
the bank holding company may not have the resources to provide it. Capital
loans from Wells Fargo to any of its subsidiary banks are subordinate in right
of payment to deposits and certain other indebtedness of the subsidiary bank.
In addition, in the event of Wells Fargo's bankruptcy, any commitment by Wells
Fargo to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

 Depositor Preference

   The Federal Deposit Insurance Act (FDI Act) provides that, in the event of
the "liquidation or other resolution" of an insured depository institution, the
claims of depositors of the institution, including the claims of the FDIC as
subrogee of insured depositors, and certain claims for administrative expenses
of the FDIC as a receiver will have priority over other general unsecured
claims against the institution. If an insured depository institution fails,
insured and uninsured depositors, along with the FDIC, will have priority in
payment ahead of unsecured, nondeposit creditors, including Wells Fargo.

 Liability of Commonly Controlled Institutions

   Under the FDI Act, an insured depository institution is generally liable for
any loss incurred, or reasonably expected to be incurred, by the FDIC in
connection with (a) the default of a commonly controlled insured depository
institution or (b) any assistance provided by the FDIC to a commonly controlled
insured depository institution in danger of default. "Default" means generally
the appointment of a conservator or receiver. "In danger of default" means
generally the existence of certain conditions indicating that a default is
likely to occur in the absence of regulatory assistance.

Capital Requirements

   Wells Fargo and each of its subsidiary banks are subject to capital adequacy
requirements and guidelines administered by the Federal Reserve Board, the OCC
and/or the FDIC.


                                       40
<PAGE>

   The Federal Deposit Insurance Corporation Act of 1991 (FDICIA) required that
the Federal Reserve Board, the OCC and the FDIC adopt regulations defining five
capital tiers for banks: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. Failure to meet minimum capital requirements can initiate
certain mandatory and possibly additional discretionary actions by regulators
that, if undertaken, could have a material adverse effect on Wells Fargo's
business.

   Quantitative measures, established by the regulators to ensure capital
adequacy, require that Wells Fargo and each of its bank subsidiaries maintain
minimum ratios of total capital to risk-weighted assets of eight percent (8%)
and of Tier 1 capital to risk-weighted assets of four percent (4%).

   There are two categories of capital under the guidelines. Tier 1 capital
includes common stockholders' equity, qualifying preferred stock and, for bank
holding companies, trust preferred securities, less goodwill and certain other
deductions, including the unrealized net gains and losses, after applicable
taxes, on available-for-sale securities carried at fair value. Tier 2 capital
includes preferred stock not qualifying as Tier 1 capital, mandatory
convertible debt, subordinated debt, certain unsecured senior debt issued by
Wells Fargo, the allowance for loans losses and net unrealized gains on
marketable securities, subject to limitations established by the guidelines. At
least half of total capital must be in the form of Tier 1 capital.

   Under the guidelines, capital is compared to the relative risk related to
the balance sheet. To derive the risk included in the balance sheet, one of
four risk weights (0%, 20%, 50% and 100%) is applied to different balance sheet
and off-balance sheet assets, primarily based on the relative credit risk of
the counterparty. For example, claims guaranteed by the U.S. government or one
of its agencies are risk-weighted at 0%. Off-balance sheet items, such as loan
commitments and derivative financial instruments, are also assigned one of the
above risk weights after calculating balance sheet equivalent amounts. For
example, certain loan commitments are converted at 50% and then risk-weighted
at 100%. Derivative financial instruments are converted to balance sheet
equivalents based on notional values, replacement costs and remaining
contractual terms. The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings and
other factors. In addition, the federal banking agencies have specified minimum
"leverage ratio" (the ratio of Tier 1 capital to quarterly average total
assets) guidelines for bank holding companies and state member banks. The
minimum leverage ratio guideline is three percent (3%) for banking
organizations that meet certain specified criteria, including that they have
the highest regulatory rating. All other banking organizations and state member
banks are required to maintain a leverage ratio of three percent (3%) plus an
additional cushion of at least two percent (2%).

   The Federal Reserve Board's capital guidelines provide that banking
organizations experiencing internal growth or making acquisitions are expected
to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets. Also,
the guidelines indicate that the Federal Reserve Board will consider a
"tangible Tier 1 leverage ratio" in evaluating proposals for expansion or new
activities. The tangible Tier 1 leverage ratio is the ratio of a banking
organization's Tier 1 capital (excluding intangibles) to total assets
(excluding intangibles).

   The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.

   At September 30, 1999, Wells Fargo's ratio of total capital (the sum of Tier
1 and Tier 2 capital) to risk-weighted assets was 11.30% and its ratio of Tier
1 capital to risk-weighted assets was 8.71%. Wells Fargo's leverage ratio at
September 30, 1999 was 7.22%. Wells Fargo's management believes that each of
Wells Fargo's subsidiary banks met all capital requirements to which they are
subject.


                                       41
<PAGE>

   As an additional means to identify problems in the financial management of
depository institutions, the FDI Act requires federal bank regulatory agencies
to establish certain non-capital safety and soundness standards for
institutions for which they are the primary federal regulator. The standards
relate generally to operations and management, asset quality, interest rate
exposure and executive compensation. The agencies are authorized to take action
against institutions that fail to meet such standards.

   Under FDICIA's prompt corrective action provisions applicable to banks, the
most recent regulatory notification from the OCC concerning each of Wells
Fargo's subsidiary banks categorized them as well capitalized. To be
categorized as well capitalized, the institution must maintain a risk-based
total capital ratio of at least ten percent (10%), a risk-based Tier 1 capital
ratio of at least six percent (6%) and a leverage ratio of at least five
percent (5%), and not be subject to a capital directive order. There are no
conditions or events since that notification that management believes have
changed the risk-based capital category of our subsidiary banks.

   The FDI Act requires federal bank regulatory agencies to take "prompt
corrective action" with respect to FDIC-insured depository institutions that do
not meet minimum capital requirements. A depository institution's treatment for
purposes of the prompt corrective action provisions will depend upon how its
capital levels compare to various capital measures and certain other factors,
as established by regulation.

FDIC Insurance

   Through the Bank Insurance Fund (BIF), the FDIC insures the deposits of
Wells Fargo's depository institution subsidiaries up to prescribed limits for
each depositor. The amount of FDIC assessments paid by each BIF member
institution is based on its relative risk of default as measured by regulatory
capital ratios and other factors. Specifically, the assessment rate is based on
the institution's capitalization risk category and supervisory subgroup
category. An institution's capitalization risk category is based on the FDIC's
determination of whether the institution is well capitalized, adequately
capitalized or less than adequately capitalized. An institution's supervisory
subgroup category is based on the FDIC's assessment of the financial condition
of the institution and the probability that FDIC intervention or other
corrective action will be required.

   The BIF assessment rate currently ranges from zero to 27 cents per $100 of
domestic deposits. The FDIC may increase or decrease the assessment rate
schedule on a semi-annual basis. An increase in the BIF assessment rate could
have a material adverse effect on Wells Fargo's earnings, depending on the
amount of the increase. The FDIC is authorized to terminate a depository
institution's deposit insurance upon a finding by the FDIC that the
institution's financial condition is unsafe or unsound or that the institution
has engaged in unsafe or unsound practices or has violated any applicable rule,
regulation, order or condition enacted or imposed by the institution's
regulatory agency. The termination of deposit insurance for one or more of
Wells Fargo's subsidiary depository institutions could have a material adverse
effect on Wells Fargo's earnings, depending on the collective size of the
particular institutions involved.

   All FDIC-insured depository institutions must pay an annual assessment to
provide funds for the payment of interest on bonds issued by the Financing
Corporation, a federal corporation chartered under the authority of the Federal
Housing Finance Board. The bonds, commonly referred to as FICO bonds, were
issued to capitalize the Federal Savings and Loan Insurance Corporation. FDIC-
insured depository institutions will continue to pay approximately 1.2 cents
per $100 of BIF-assessable deposits until the earlier of December 31, 1999 or
the date the last savings and loan association ceases to exist. Thereafter,
they will pay an assessment rate equal to the rate assessed on deposits insured
by the Savings Association Insurance Fund.

Fiscal And Monetary Policies

   Wells Fargo's business and earnings are affected significantly by the fiscal
and monetary policies of the federal government and its agencies. Wells Fargo
is particularly affected by the policies of the Federal Reserve

                                       42
<PAGE>

Board, which regulates the supply of money and credit in the United States.
Among the instruments of monetary policy available to the Federal Reserve are
(a) conducting open market operations in United States government securities,
(b) changing the discount rates of borrowings of depository institutions, (c)
imposing or changing reserve requirements against depository institutions'
deposits, and (d) imposing or changing reserve requirements against certain
borrowing by banks and their affiliates. These methods are used in varying
degrees and combinations to directly affect the availability of bank loans and
deposits, as well as the interest rates charged on loans and paid on deposits.
For that reason alone, the policies of the Federal Reserve Board have a
material effect on the earnings of Wells Fargo.

Competition

   The financial services industry is highly competitive. Wells Fargo's
subsidiaries compete with financial services providers, such as banks, savings
and loan associations, credit unions, finance companies, mortgage banking
companies, insurance companies, and money market and mutual fund companies.
They also face increased competition from non-banking institutions such as
brokerage houses and insurance companies, as well as from financial services
subsidiaries of commercial and manufacturing companies. Many of these
competitors enjoy the benefits of advanced technology, fewer regulatory
constraints and lower cost structures.

   Under the Gramm-Leach-Bliley Act, effective March 11, 2000, securities firms
and insurance companies that elect to become financial holding companies may
acquire banks and other financial institutions. The Gramm-Leach-Bliley Act may
significantly change the competitive environment in which the Company and its
subsidiaries conduct business. See "Financial Modernization" below. The
financial services industry is also likely to become more competitive as
further technological advances enable more companies to provide financial
services. These technological advances may diminish the importance of
depository institutions and other financial intermediaries in the transfer of
funds between parties.

Financial Modernization

   On November 12, 1999, President Clinton signed into law the Gramm-Leach-
Bliley Act which will, effective March 11, 2000, permit bank holding companies
to become financial holding companies and thereby affiliate with securities
firms and insurance companies and engage in other activities that are financial
in nature. A bank holding company may become a financial holding company if
each of its subsidiary banks is well capitalized under the FDICIA prompt
corrective action provisions, is well managed, and has at least a satisfactory
rating under the Community Reinvestment Act (CRA) by filing a declaration that
the bank holding company wishes to become a financial holding company. No
regulatory approval will be required for a financial holding company to acquire
a company, other than a bank or savings association, engaged in activities that
are financial in nature or incidental to activities that are financial in
nature, as determined by the Federal Reserve Board.

   The Gramm-Leach-Bliley Act defines "financial in nature" to include
securities underwriting, dealing and market making; sponsoring mutual funds and
investment companies; insurance underwriting and agency; merchant banking
activities; and activities that the Board has determined to be closely related
to banking. A national bank also may engage, subject to limitations on
investment, in activities that are financial in nature, other than insurance
underwriting, insurance company portfolio investment, real estate development
and real estate investment, through a financial subsidiary of the bank, if the
bank is well capitalized, well managed and has at least a satisfactory CRA
rating. Subsidiary banks of a financial holding company or national banks with
financial subsidiaries must continue to be well capitalized and well managed in
order to continue to engage in activities that are financial in nature without
regulatory actions or restrictions, which could include divestiture of the
financial in nature subsidiary or subsidiaries. In addition, a financial
holding company or a bank may not acquire a company that is engaged in
activities that are financial in nature unless each of the subsidiary banks of
the financial holding company or the bank has CRA rating of satisfactory or
better.

                                       43
<PAGE>

                      INFORMATION ABOUT MICHIGAN FINANCIAL

General

   Michigan Financial is a Michigan corporation registered as a bank holding
company under the Bank Holding Company Act. Michigan Financial owns seven
subsidiary banks, and conducts banking activities in nine of the fifteen
counties in Michigan's Upper Peninsula and from a loan production office in
Marinette, Wisconsin, which is on the Wisconsin-Michigan border. Michigan
Financial's subsidiary banks provide a full range of banking services from 32
banking locations and 41 ATMs. Michigan Financial also owns Michigan Financial
Life Insurance Company, which underwrites credit life and accident and health
insurance for consumer loans made by its subsidiary banks.

   At September 30, 1999, Michigan Financial had consolidated total assets of
$833.59 million, consolidated total deposits of $688.39 million, and
shareholders' equity of $100.21 million.

   Michigan Financial's executive offices are located at 101 West Washington
Street, Marquette, Michigan 49855, and its telephone number is (906/228-6940).

Certain Additional Information Incorporated by Reference and Delivered Herewith

   Additional information concerning Michigan Financial, including information
related to its business, properties, financial condition and results of
operations and market for common equity is included in its annual report on
Form 10-K for the year ended December 31, 1998, which is included in this proxy
statement-prospectus as Appendix C. Additional information concerning the
principal holders of voting securities and related shareholder matters of
Michigan Financial is included in Michigan Financial's definitive Proxy
Statement for its 1999 annual meeting of shareholders, which is included in
this proxy statement-prospectus as Appendix D. See "Where You Can Find More
Information."

                   PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Wells Fargo Share Prices And Dividends

   The following table shows in U.S. dollars the high and low sales prices of
Wells Fargo common stock, and the cash dividends paid per share, for the
quarterly periods indicated. Wells Fargo common stock trades on the New York
and Chicago Stock Exchanges under the symbol "WFC." Before November 3, 1998,
the common stock traded under the symbol "NOB."

<TABLE>
<CAPTION>
                                                            High   Low  Dividend
                                                            ----- ----- --------
      <S>                                                   <C>   <C>   <C>
      1998
       First Quarter....................................... 43.88 34.75  0.165
       Second Quarter...................................... 43.75 34.00  0.165
       Third Quarter....................................... 39.75 27.50  0.185
       Fourth Quarter...................................... 40.88 30.19  0.185
      1999
       First Quarter....................................... 40.44 32.13  0.185
       Second Quarter...................................... 44.88 34.38  0.200
       Third Quarter....................................... 45.31 36.44  0.200
       Fourth Quarter...................................... 49.94 38.38  0.200
      2000
       First Quarter.......................................                  *
</TABLE>
- --------
*  Wells Fargo's board of directors has declared a cash dividend of $0.22 a
   share payable on March 1, 2000 to stockholders of record on February 4,
   2000.

                                       44
<PAGE>

   The timing and amount of future dividends will depend on earnings, cash
requirements, the financial condition of Wells Fargo and its subsidiaries,
applicable government regulations and other factors deemed relevant by Wells
Fargo's board of directors in its discretion. As described in "Regulation And
Supervision Of Wells Fargo--Dividend Restrictions," various federal and state
laws limit the ability of affiliate banks to pay dividends to Wells Fargo.

Michigan Financial Share Prices and DIvidends

   The following table shows in U.S. dollars the high and low sales prices of
Michigan Financial common stock, and the cash dividends paid per share, for the
quarterly periods indicated. Michigan Financial common stock trades on the
Nasdaq National Market System under the symbol MFCB. Amounts have been adjusted
to reflect stock dividends paid in 1998 and 1999.

<TABLE>
<CAPTION>
                                                           High   Low  Dividends
                                                           ----- ----- ---------
      <S>                                                  <C>   <C>   <C>
      1998
       First Quarter...................................... 29.93 25.62   0.21
       Second Quarter..................................... 41.90 29.02   0.21
       Third Quarter...................................... 41.31 28.57   0.22
       Fourth Quarter..................................... 36.19 26.67   0.22
      1999
       First Quarter...................................... 33.33 26.67   0.25
       Second Quarter..................................... 34.44 23.51   0.25
       Third Quarter...................................... 38.00 29.06   0.26
       Fourth Quarter..................................... 32.63 25.00   0.26
      2000
       First Quarter (through February  ).................
</TABLE>

   On November 2, 1999, the day immediately prior to the public announcement of
the merger, the last sale price of Michigan Financial common stock was $29.75.

                                    EXPERTS

Wells Fargo's Independent Accountants

   The consolidated financial statements of Wells Fargo and subsidiaries as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

Michigan Financial's Independent Accountants

   The consolidated financial statements of Michigan Financial and subsidiaries
as of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, incorporated by reference herein, have been
incorporated herein in reliance upon the report of Crowe, Chizek and Company
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.


                                       45
<PAGE>

                                    OPINIONS

Share Issuance

   Stanley S. Stroup, Executive Vice President and General Counsel of Wells
Fargo, has rendered a legal opinion that the shares of Wells Fargo common stock
offered hereby, when issued in accordance with the merger agreement, will be
validly issued, fully paid and nonassessable. Mr. Stroup beneficially owns
shares of Wells Fargo common stock and options to purchase additional shares of
Wells Fargo common stock. As of the date of this proxy statement-prospectus,
the total number of shares Mr. Stroup owns or has the right to acquire upon
exercise of his options is less than 0.1% of the outstanding shares of Wells
Fargo common stock.

Tax Matters

   Foster, Swift, Collins & Smith, P.C. has given an opinion regarding the
material U.S. federal income tax consequences of the merger. See "The Merger--
U.S. Federal Income Tax Consequences Of The Merger."

                      WHERE YOU CAN FIND MORE INFORMATION

SEC Filings

   Wells Fargo and Michigan Financial file annual, quarterly and current
reports, proxy statements and other information with the SEC. Wells Fargo's and
Michigan Financial's SEC filings are available to the public over the Internet
at the SEC's web site at http://www.sec.gov. You can also read and copy any
document filed by Wells Fargo or Michigan Financial with the SEC at the SEC's
public reference rooms located at 450 Fifth Street, N.W., Washington, D.C.
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. You can also obtain copies of Wells Fargo's and Michigan
Financial's SEC filings at prescribed rates by writing to the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.

   Wells Fargo's SEC filings are also available from commercial document
retrieval services and from the New York and Chicago Stock Exchanges. For
information on obtaining copies of Wells Fargo's SEC filings at the New York
Stock Exchange, call (212) 656-5060, and at the Chicago Stock Exchange, call
(312) 663-2423. Michigan Financial's SEC filings are also available from
commercial document retrieval services.

Registration Statement

   Wells Fargo filed a registration statement on Form S-4 to register with the
SEC the Wells Fargo common stock to be issued to Michigan Financial
shareholders in the merger. This proxy statement-prospectus is part of that
registration statement. As allowed by SEC rules, this proxy statement-
prospectus does not contain all of the information you can find in the
registration statement or the exhibits to the registration statement.

Documents Incorporated By Reference

   Some of the information you may want to consider in deciding how to vote on
the merger is not physically included in this proxy statement-prospectus.
Instead, the information is "incorporated by reference" to documents filed as
appendixes to this proxy statement-prospectus or to documents that have been
filed by Wells Fargo or Michigan Financial with the SEC.

 Wells Fargo Documents

   This proxy statement-prospectus incorporates by reference the Wells Fargo
SEC documents set forth below. All of the documents were filed under SEC File
No. 001-2979. Documents filed before November 3, 1998 were filed under the name
Norwest Corporation.

                                       46
<PAGE>

  .  Annual Report on Form 10-K for the year ended December 31, 1998,
     including information specifically incorporated by reference into the
     Form 10-K from Wells Fargo's 1998 Annual Report to Stockholders and
     Wells Fargo's definitive Notice and Proxy Statement for Wells Fargo's
     1999 Annual Meeting of Stockholders;

  .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
     June 30, 1999 and September 30, 1999;

  .  Current Reports on Form 8-K filed January 29, 1999, April 21, 1999,
     April 28, 1999, July 19, 1999, July 28, 1999, September 29, 1999,
     October 19, 1999 and January 18, 2000;

  .  The description of Wells Fargo common stock contained in the Current
     Report on Form 8-K filed October 14, 1997, including any amendment or
     report filed to update such description;

  .  The description of preferred stock purchase rights contained in the
     Registration Statement on Form 8-A dated October 21, 1998, including any
     amendment or report filed to update such description; and

  .  All reports and definitive proxy or information statements filed by
     Wells Fargo pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Securities Exchange Act of 1934 after the date of this proxy statement-
     prospectus and before completion of the merger and the exchange of Wells
     Fargo common stock for Michigan Financial common stock.

 Michigan Financial Documents

   This proxy statement-prospectus incorporates by reference the Michigan
Financial SEC documents set forth below. All of the documents were filed under
SEC File No. 000-07515.

  .  Annual Report on Form 10-K for the year ended December 31, 1998,
     including information specifically incorporated by reference into the
     Form 10-K from Michigan Financial's definitive Notice and Proxy
     Statement for its 1999 Annual Meeting of Shareholders;

  .  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
     June 30, 1999 and September 30, 1999;

  .  Current Report on Form 8-K filed November 3, 1999.

  .  All reports and definitive proxy or information statements filed by
     Michigan Financial pursuant to Section 13(a), 13(c), 14 or 15(d) of the
     Securities Exchange Act of 1934 after the date of this proxy statement-
     prospectus and before completion of the merger and the exchange of Wells
     Fargo common stock for Michigan Financial common stock.

Documents Available Without Charge

   Wells Fargo and Michigan Financial will provide, without charge, copies of
any report incorporated by reference into this proxy statement-prospectus,
excluding exhibits other than those that are specifically incorporated by
reference in this proxy statement-prospectus. You may obtain a copy of any
document incorporated by reference by writing or calling Wells Fargo or
Michigan Financial as follows:

            Wells Fargo:                           Michigan Financial:
         Corporate Secretary                       Corporate Secretary
        Wells Fargo & Company                Michigan Financial Corporation
            MAC N9305-173                      101 West Washington Street
         Sixth and Marquette                    Marquette, Michigan 49855
        Minneapolis, MN 55479                        (906) 228-6940
           (612) 667-8655


   To ensure delivery of the copies in time for the special meeting, your
request should be received by March 8, 2000.

                                       47
<PAGE>

   In deciding how to vote on the merger, you should rely only on the
information contained or incorporated by reference in this proxy statement-
prospectus. Neither Wells Fargo nor Michigan Financial has authorized any
person to provide you with any information that is different from what is
contained in this proxy statement-prospectus. This proxy statement-prospectus
is dated February 15, 2000. You should not assume that the information
contained in this proxy statement-prospectus is accurate as of any date other
than such date, and neither the mailing to you of this proxy statement-
prospectus nor the issuance to you of shares of Wells Fargo common stock will
create any implication to the contrary.

                           FORWARD-LOOKING STATEMENTS

   This proxy statement-prospectus, including information incorporated by
reference into this document, may contain forward-looking statements about
Wells Fargo and Michigan Financial, including one or more of the following:

  .  projections of revenues, income, earnings per share, capital
     expenditures, dividends, capital structure or other financial items;

  .  descriptions of plans or objectives of management for future operations,
     products or services;

  .  forecasts of future economic performance;

  .  ""Year 2000 Readiness Disclosures" under the "Year 2000 Information and
     Readiness Disclosure Act;" and

  .  descriptions of assumptions underlying or relating to any of the
     foregoing.

   Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. They often include words such
as "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of
similar meaning, or future or conditional verbs such as "will," "would,"
"should," "could" or "may."

   Forward-looking statements consist of expectations or predictions of future
conditions, events or results. They are not guarantees of future performance.
By their nature, forward-looking statements are subject to risks and
uncertainties. There are a number of factors--many of which are beyond the
control of Wells Fargo and Michigan Financial--that could cause actual
conditions, events or results to differ significantly from those described in
the forward-looking statements.

   Wells Fargo's and Michigan Financial's reports filed with the SEC, including
Wells Fargo's and Michigan Financial's Forms 10-Q for the quarter ended
September 30, 1999, describe some of these factors. For example, Wells Fargo's
Form 10-Q for the quarter ended September 30, 1999 describes certain credit,
market, operational, liquidity, interest rate, and Year 2000 risks associated
with Wells Fargo's business and operations. Other factors described in Wells
Fargo's September 30, 1999 Form 10-Q include changes in business and economic
conditions, competition, fiscal and monetary policies, disintermediation,
legislation, the combination of the former Norwest Corporation and the former
Wells Fargo & Company, and other mergers and acquisitions.

   There are other factors besides these that could cause actual conditions,
events or results to differ significantly from those described in the forward-
looking statements or otherwise affect in the future Wells Fargo's and/or
Michigan Financial's business, results of operations and financial condition.

                                       48
<PAGE>



                                   APPENDIX A

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

                      AGREEMENT AND PLAN OF REORGANIZATION

                                 by and between

                         MICHIGAN FINANCIAL CORPORATION

                                      and

                             WELLS FARGO & COMPANY

                          Dated as of November 2, 1999

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

               AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

                                 by and between

                         MICHIGAN FINANCIAL CORPORATION

                                      and

                             WELLS FARGO & COMPANY

                          Dated as of January 25, 2000

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

               AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

   THIS AMENDMENT dated January 25, 2000, but effective as of November 2, 1999
to that certain Agreement and Plan of Reorganization (the "Agreement") entered
into as of the 2nd day of November, 1999, by and between MICHIGAN FINANCIAL
CORPORATION ("MFC"), a Michigan corporation, and WELLS FARGO & COMPANY ("Wells
Fargo"), a Delaware corporation.

   WHEREAS, the parties have entered into the Agreement; and

   WHEREAS, the parties desire to amend the Agreement as provided herein.

   NOW, THEREFORE, to effect the foregoing and in consideration of the premises
and the mutual covenants and agreements contained herein, the parties hereto do
hereby represent, warrant, covenant, and agree as follows:

   1. Capitalized defined terms used herein but not defined herein shall have
the meaning given them in the Agreement.

   2. Paragraph 1(a) of the Agreement is amended and restated in its entirety
as follows:

  "1. Basic Plan of Reorganization

     (a) Merger. Subject to the terms and conditions contained herein, a
  wholly-owned subsidiary of Wells Fargo (the "Merger Co.") will be merged by
  statutory merger with and into Company pursuant to the Merger Agreement,
  with Company as the surviving corporation, in which merger each share of
  Company Common Stock outstanding immediately prior to the Effective Time of
  the Merger (as defined below) (other than shares as to which statutory
  dissenters' appraisal rights have been exercised) will be exchanged for the
  number of shares of Wells Fargo Common Stock determined by dividing the
  "Adjusted Wells Fargo Shares" (as defined below) by the number of shares of
  Company Common Stock then outstanding.

     The "Adjusted Wells Fargo Shares" shall be equal to the sum of (A)
  4,418,605 plus (B) a number equal to the Aggregate Share Amount divided by
  the Wells Fargo Measurement Price. The "Wells Fargo Measurement Price" is
  defined as the average of the closing prices of a share of Wells Fargo
  Common Stock as reported on the consolidated tape of the New York Stock
  Exchange during the period of 20 trading days ending on the day immediately
  preceding the meeting of shareholders required by paragraph 4(c) of this
  Agreement. The "Aggregate Share Amount" shall be a number equal to the
  aggregate exercise price of all Options exercised by cash payments between
  the date hereof and the day immediately prior to the Closing Date minus the
  Redemption Amount. The "Redemption Amount" shall equal the difference
  between (i) the product of (A) the "Fair Market Value Per Share" multiplied
  the (B) the number of Redeemed Options, minus (ii) the aggregate exercise
  price of all Redeemed Options. "Fair Market Value Per Share" shall mean
  .678 multiplied by the Wells Fargo Measurement Price."

   3. A new Paragraph 4(s) is hereby added to the Agreement to read as follows:

     "(s) Immediately prior to the first business day immediately preceding
  the Effective Date, Company shall redeem and shall cause its stock option
  committee under the Michigan Financial Corporation Stock Option Plan to
  take all action necessary to redeem any Qualifying Options which are non-
  qualified stock options and which the option holders have elected in
  writing, prior to the meeting of shareholders required by paragraph 4(c)
  hereof, to have redeemed by the Company ("Redeemed Options") in an amount
  for each Redeemed Option equal to the Fair Market Value Per Share of such
  Redeemed Option minus the exercise price thereof as set forth in an Option
  holder's option agreement or option agreements. Company shall withhold (and
  timely pay) all applicable withholding and payroll taxes from the
  Redemption Amount and shall comply with all payroll reporting requirements
  with respect to such payments. "Qualifying

                                      A-1
<PAGE>

  Options" shall mean those Options unexercised prior to the Effective Date
  for which the Fair Market Value Per Share exceeds the exercise price of
  such Options. In addition, Company shall, and shall cause its stock option
  committees to, determine the "Fair Market Value" (as defined in the Stock
  Option Plans) of a Redeemed Option to be an amount equal to the Fair Market
  Value Per Share as defined in this Agreement."

   4. Paragraph 7(s) of the Agreement is amended and restated in its entirety
as follows:

     "(s) All options to acquire Company Common Stock granted under the
  Michigan Financial Corporation Stock Option Plan that have not been
  exercised by the date immediately preceding the Closing Date or redeemed
  pursuant to paragraph 4(s)shall have been terminated in accordance with the
  terms of the Michigan Financial Corporation Stock Option Plan."

   5. This Amendment shall constitute an amendment to the Agreement as provided
in Paragraph 17 thereof. Except as specifically amended herein, the Agreement
remains in full force and effect. The Agreement shall be deemed to be amended
and restated in its entirety to reflect this Amendment.

   6. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute but one
instrument.

   IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.

 WELLS FARGO & COMPANY                    MICHIGAN FINANCIAL CORPORATION


        /s/ John E. Ganoe                         /s/ Howard L. Cohodas
 By: _____________________________        By: _____________________________


        Executive Vice President                  Chairman and President
 Its: ____________________________        Its: ____________________________

                                      A-2
<PAGE>

                                   AGREEMENT
                                      AND
                             PLAN OF REORGANIZATION

   AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into as of
the 2nd day of November, 1999, by and between MICHIGAN FINANCIAL CORPORATION
("Company"), a Michigan corporation, and WELLS FARGO & COMPANY ("Wells Fargo"),
a Delaware corporation.

   WHEREAS, the parties hereto desire to effect a reorganization whereby a
wholly-owned subsidiary of Wells Fargo will merge with and into Company (the
"Merger") pursuant to an agreement and plan of merger (the "Merger Agreement")
in substantially the form attached hereto as Exhibit A, which provides, among
other things, for the exchange of the shares of Common Stock of Company, no par
value ("Company Common Stock"), outstanding immediately prior to the time the
Merger becomes effective in accordance with the provisions of the Merger
Agreement into shares of voting Common Stock of Wells Fargo of the par value of
$1-2/3 per share ("Wells Fargo Common Stock"),

   NOW, THEREFORE, to effect such reorganization and in consideration of the
premises and the mutual covenants and agreements contained herein, the parties
hereto do hereby represent, warrant, covenant and agree as follows:

1. Basic Plan of Reorganization

   [This paragraph 1(a) has been amended and restated in its entirety pursuant
to the Amendment to Agreement and Plan of Reorganization, a copy of which
document appears at the beginning of this Appendix A.]

   (a) Merger. Subject to the terms and conditions contained herein, a wholly-
owned subsidiary of Wells Fargo (the "Merger Co.") will be merged by statutory
merger with and into Company pursuant to the Merger Agreement, with Company as
the surviving corporation, in which merger each share of Company Common Stock
outstanding immediately prior to the Effective Time of the Merger (as defined
below) (other than shares as to which statutory dissenters' appraisal rights
have been exercised) will be exchanged for the number of shares of Wells Fargo
Common Stock determined by dividing the "Adjusted Wells Fargo Shares" (as
defined below) by the number of shares of Company Common Stock then
outstanding.

   The "Adjusted Wells Fargo Shares" shall be equal to the sum of (A) 4,418,605
plus (B) a number equal to the Additional Share Amount divided by the Wells
Fargo Measurement Price. The "Wells Fargo Measurement Price" is defined as the
average of the closing prices of a share of Wells Fargo Common Stock as
reported on the consolidated tape of the New York Stock Exchange during the
period of 20 trading days ending on the day immediately preceding the meeting
of shareholders required by paragraph 4(c) of this Agreement. The "Additional
Share Amount" shall be a number equal to the aggregate exercise price of all
Options exercised by cash payments between the date hereof and the day
immediately prior to the Closing Date.

   (b) Wells Fargo Common Stock Adjustments. If, between the date hereof and
the Effective Time of the Merger, shares of Wells Fargo Common Stock shall be
changed into a different number of shares or a different class of shares by
reason of any reclassification, recapitalization, split-up, combination,
exchange of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period (a "Common Stock Adjustment"),
then the number of shares of Wells Fargo Common Stock into which a share of
Company Common Stock shall be converted pursuant to subparagraph (a), above,
will be appropriately and proportionately adjusted so that the number of such
shares of Wells Fargo Common Stock into which a share of Company Common Stock
shall be converted will equal the number of shares of Wells Fargo Common Stock
which holders of shares of Company Common Stock would have received pursuant to
such Common Stock Adjustment had the record date therefor been immediately
following the Effective Time of the Merger.

                                      A-3
<PAGE>

   (c) Fractional Shares. No fractional shares of Wells Fargo Common Stock and
no certificates or scrip certificates therefor shall be issued to represent any
such fractional interest, and any holder thereof shall be paid an amount of
cash equal to the product obtained by multiplying the fractional share interest
to which such holder is entitled by the average of the closing prices of a
share of Wells Fargo Common Stock as reported by the consolidated tape of the
New York Stock Exchange for each of the five (5) trading days ending on the day
immediately preceding the meeting of shareholders required by paragraph 4(c) of
this Agreement.

   (d) Mechanics of Closing Merger. Subject to the terms and conditions set
forth herein, the Merger Agreement shall be executed and Articles of Merger
shall be filed with the Department of Consumer and Industry Services of the
State of Michigan within ten (10) business days following the satisfaction or
waiver of all conditions precedent set forth in Sections 6 and 7 of this
Agreement or on such other date as may be agreed to by the parties (the
"Closing Date"), provided that the Closing Date shall not occur prior to March
16, 2000 and shall not occur on the last business day of a calendar month. Each
of the parties agrees to use its best efforts to cause the Merger to be
completed as soon as practicable after the receipt of final regulatory approval
of the Merger and the expiration of all required waiting periods. The time that
the filing referred to in the first sentence of this paragraph is made is
herein referred to as the "Time of Filing." The day on which such filing is
made and accepted is herein referred to as the "Effective Date of the Merger."
The "Effective Time of the Merger" shall be 11:59 p.m. Lansing, Michigan time
on the Effective Date of the Merger. At the Effective Time of the Merger on the
Effective Date of the Merger, the separate existence of Merger Co. shall cease
and Merger Co. will be merged with and into Company pursuant to the Merger
Agreement.

   The closing of the transactions contemplated by this Agreement and the
Merger Agreement (the "Closing") shall take place on the Closing Date at the
offices of Wells Fargo, Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota, or such other place mutually agreed upon by Wells Fargo and Company.

   2. Representations and Warranties of Company. Company represents and
warrants to Wells Fargo as follows:

   (a) Organization and Authority. Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Michigan,
is duly qualified to do business and is in good standing in all jurisdictions
where its ownership or leasing of property or the conduct of its business
requires it to be so qualified and failure to be so qualified would have a
material adverse effect on Company and the Company Subsidiaries taken as a
whole and has corporate power and authority to own its properties and assets
and to carry on its business as it is now being conducted. Company is
registered as a bank holding company with the Federal Reserve Board under the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). Company has
furnished Wells Fargo true and correct copies of its articles of incorporation
and by-laws, as amended.

   (b) Company's Subsidiaries. Schedule 2(b) sets forth a complete and correct
list of all of Company's subsidiaries as of the date hereof (individually a
"Company Subsidiary" and collectively the "Company Subsidiaries"), all shares
of the outstanding capital stock of each of which, except as set forth on
Schedule 2(b), are owned directly or indirectly by Company. No equity security
of any Company Subsidiary is or may be required to be issued by reason of any
option, warrant, scrip, preemptive right, right to subscribe to, call or
commitment of any character whatsoever relating to, or security or right
convertible into, shares of any capital stock of such subsidiary, and there are
no contracts, commitments, understandings or arrangements by which any Company
Subsidiary is bound to issue additional shares of its capital stock, or any
option, warrant or right to purchase or acquire any additional shares of its
capital stock. Subject to 12 U.S.C. (S) 55 (1982), all of such shares so owned
by Company are fully paid and nonassessable and are owned by it free and clear
of any lien, claim, charge, option, encumbrance or agreement with respect
thereto. Each Company Subsidiary is a corporation or national banking
association duly organized, validly existing, duly qualified to do business and
in good standing under the laws of its jurisdiction of incorporation, and has
corporate power and authority to own or lease its properties and assets and to
carry on its business as it is now being conducted. Except as set

                                      A-4
<PAGE>

forth on Schedule 2(b), Company does not own beneficially, directly or
indirectly, more than 5% of any class of equity securities or similar interests
of any corporation, bank, business trust, association or similar organization,
and is not, directly or indirectly, a partner in any partnership or party to
any joint venture.

   (c) Capitalization. The authorized capital stock of Company consists of
10,000,000 shares of common stock, no par value per share, of which as of the
close of business on September 30, 1999, 6,462,745 shares of common stock were
outstanding and no shares of common stock were held in the treasury. The
maximum number of shares of Company Common Stock (assuming for this purpose
that phantom shares and other share-equivalents constitute Company Common
Stock) that would be outstanding as of the Effective Date of the Merger if all
options, warrants, conversion rights and other rights with respect thereto were
exercised is 6,724,894. All of the outstanding shares of capital stock of
Company have been duly and validly authorized and issued and are fully paid and
nonassessable. Except as set forth in Schedule 2(c), there are no outstanding
subscriptions, contracts, conversion privileges, options, warrants, calls,
preemptive rights or other rights obligating Company or any Company Subsidiary
to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise
acquire, any shares of capital stock of Company or any Company Subsidiary.
Since September 30, 1999, no shares of Company capital stock have been
purchased, redeemed or otherwise acquired, directly or indirectly, by Company
or any Company Subsidiary and no dividends or other distributions have been
declared, set aside, made or paid to the shareholders of Company. A true and
correct copy of the Michigan Financial Corporation Stock Option Plan and all
option agreements related thereto, as amended effective the date hereof, has
been provided to Wells Fargo.

   (d) Authorization. Company has the corporate power and authority to enter
into this Agreement and the Merger Agreement and, subject to any required
approvals of its shareholders, to carry out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Merger Agreement by Company and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by the Board of
Directors of Company. Subject to such approvals of shareholders and of
government agencies and other governing boards having regulatory authority over
Company as may be required by statute or regulation, this Agreement and the
Merger Agreement are valid and binding obligations of Company enforceable
against Company in accordance with their respective terms.

   Except as set forth on Schedule 2(d), neither the execution, delivery and
performance by Company of this Agreement or the Merger Agreement, nor the
consummation of the transactions contemplated hereby and thereby, nor
compliance by Company with any of the provisions hereof or thereof, will (i)
violate, conflict with, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration of, or result in the creation of, any lien, security interest,
charge or encumbrance upon any of the properties or assets of Company or any
Company Subsidiary under any of the terms, conditions or provisions of (x) its
articles of incorporation or by-laws or (y) any material note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which Company or any Company Subsidiary is a party or by which it
may be bound, or to which Company or any Company Subsidiary or any of the
properties or assets of Company or any Company Subsidiary may be subject, or
(ii) subject to compliance with the statutes and regulations referred to in the
next paragraph, to the best knowledge of Company, violate any judgment, ruling,
order, writ, injunction, decree, statute, rule or regulation applicable to
Company or any Company Subsidiary or any of their respective properties or
assets.

   Other than in connection or in compliance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Securities Act"), the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder (the "Exchange Act"), the securities or
blue sky laws of the various states or filings, consents, reviews,
authorizations, approvals or exemptions required under the BHC Act or the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), and filings
required to effect the Merger under Michigan law, no notice to, filing with,
exemption or review by, or authorization, consent or approval of, any public
body or authority is necessary for the consummation by Company of the
transactions contemplated by this Agreement and the Merger Agreement.

                                      A-5
<PAGE>

   (e) Company Financial Statements. The consolidated balance sheets of Company
and Company's Subsidiaries as of December 31, 1998 and 1997 and related
consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for the three years ended December 31,
1998, together with the notes thereto, certified by Crowe, Chizek and Company,
LLP and included in Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (the "Company 10-K") as filed with the Securities and
Exchange Commission (the "SEC"), and the unaudited consolidated statements of
financial condition of Company and Company's Subsidiaries as of June 30, 1999
and the related unaudited consolidated statements of income, comprehensive
income, and cash flows for the six (6) months then ended included in Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 as
filed with the SEC (collectively, the "Company Financial Statements"), have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and present fairly (subject, in the case of
financial statements for interim periods, to normal recurring adjustments) the
consolidated financial position of Company and Company's Subsidiaries at the
dates and the consolidated results of operations and cash flows of Company and
Company's Subsidiaries for the periods stated therein.

   (f) Reports. Since December 31, 1993, Company and each Company Subsidiary
has filed all reports, registrations and statements, together with any required
amendments thereto, that it was required to file with (i) the SEC, including,
but not limited to, Forms 10-K, Forms 10-Q and proxy statements, (ii) the
Federal Reserve Board, (iii) the Federal Deposit Insurance Corporation (the
"FDIC"), and (iv) any applicable state securities or banking authorities. All
such reports and statements filed with any such regulatory body or authority
are collectively referred to herein as the "Company Reports." As of their
respective dates, the Company Reports complied in all material respects with
all the rules and regulations promulgated by the SEC, the Federal Reserve
Board, the FDIC, and applicable state securities or banking authorities, as the
case may be, and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. Copies of all the Company Reports have been
made available to Wells Fargo by Company.

   (g) Properties and Leases. Except as may be reflected in the Company
Financial Statements and except for any lien for current taxes not yet
delinquent, Company and each Company Subsidiary have good title free and clear
of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Company's
consolidated balance sheet as of June 30, 1999 included in Company's Quarterly
Report on Form 10-Q for the period then ended, and all real and personal
property acquired since such date, except such real and personal property as
has been disposed of in the ordinary course of business. All leases of real
property and all other leases material to Company or any Company Subsidiary
pursuant to which Company or such Company Subsidiary, as lessee, leases real or
personal property, which leases are described on Schedule 2(g), are valid and
effective in accordance with their respective terms, and there is not, under
any such lease, any material existing default by Company or such Company
Subsidiary or any event which, with notice or lapse of time or both, would
constitute such a material default. Substantially all Company's and each
Company Subsidiary's buildings and equipment in regular use have been well
maintained and are in good and serviceable condition, reasonable wear and tear
excepted.

   (h) Taxes. Each of Company and the Company Subsidiaries has filed all
federal, state, county, local and foreign tax returns, including information
returns, required to be filed by it, and paid all taxes owed by it, including
those with respect to income, withholding, social security, unemployment,
workers compensation, franchise, ad valorem, premium, excise and sales taxes,
and no taxes shown on such returns to be owed by it or assessments received by
it are delinquent. The federal income tax returns of Company and the Company
Subsidiaries for the fiscal year ended December 31, 1995, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. Except only as set forth on
Schedule 2(h), (i) neither Company nor any Company Subsidiary is a party to any
pending action or proceeding, nor is any such action or proceeding threatened
by any governmental authority, for the assessment or collection of taxes,

                                      A-6
<PAGE>

interest, penalties, assessments or deficiencies and (ii) no issue has been
raised by any federal, state, local or foreign taxing authority in connection
with an audit or examination of the tax returns, business or properties of
Company or any Company Subsidiary which has not been settled, resolved and
fully satisfied. Each of Company and the Company Subsidiaries has paid all
taxes owed or which it is required to withhold from amounts owing to employees,
creditors or other third parties. The consolidated balance sheet as of June 30,
1999, referred to in paragraph 2(e) hereof, includes adequate provision for all
accrued but unpaid federal, state, county, local and foreign taxes, interest,
penalties, assessments or deficiencies of Company and the Company Subsidiaries
with respect to all periods through the date thereof.

   (i) Absence of Certain Changes. Since June 30, 1999 there has been no change
in the business, financial condition or results of operations of Company or any
Company Subsidiary, which has had, or may reasonably be expected to have, a
material adverse effect on the business, financial condition or results of
operations of Company and the Company Subsidiaries taken as a whole.

   (j) Commitments and Contracts. Except as set forth on Schedule 2(j), neither
Company nor any Company Subsidiary is a party or subject to any of the
following (whether written or oral, express or implied):

     (i) any employment contract or understanding (including any
  understandings or obligations with respect to severance or termination pay
  liabilities or fringe benefits) with any present or former officer,
  director, employee or consultant (other than those which are terminable at
  will by Company or such Company Subsidiary);

     (ii) any plan, contract or understanding providing for any bonus,
  pension, option, deferred compensation, retirement payment, profit sharing
  or similar arrangement with respect to any present or former officer,
  director, employee or consultant;

     (iii) any labor contract or agreement with any labor union;

     (iv) any contract not made in the ordinary course of business containing
  covenants which limit the ability of Company or any Company Subsidiary to
  compete in any line of business or with any person or which involve any
  restriction of the geographical area in which, or method by which, Company
  or any Company Subsidiary may carry on its business (other than as may be
  required by law or applicable regulatory authorities);

     (v) any other contract or agreement which is a "material contract"
  within the meaning of Item 601(b)(10) of Regulation S-K;

     (vi) any lease with annual rental payments aggregating $10,000 or more;

     (vii) any agreement or commitment with respect to the Community
  Reinvestment Act with any state or federal bank regulatory authority or any
  other party; or

     (viii) any current or past agreement, contract or understanding with any
  current or former director, officer, employee, consultant, financial
  adviser, broker, dealer, or agent providing for any rights of
  indemnification in favor of such person or entity.

   (k) Litigation and Other Proceedings. Company has furnished Wells Fargo
copies of (i) all attorney responses to the request of the independent auditors
for Company with respect to loss contingencies as of December 31, 1998 in
connection with the Company financial statements included in the Company 10-K,
and (ii) a written list of legal and regulatory proceedings filed against
Company or any Company Subsidiary since said date. Neither Company nor any
Company Subsidiary is a party to any pending or, to the best knowledge of
Company, threatened, claim, action, suit, investigation or proceeding, or is
subject to any order, judgment or decree, except for matters which, in the
aggregate, will not have, or cannot reasonably be expected to have, a material
adverse effect on the business, financial condition or results of operations of
Company and the Company Subsidiaries taken as a whole.


                                      A-7
<PAGE>

   (l) Insurance. Company and each Company Subsidiary is presently insured, and
during each of the past five calendar years (or during such lesser period of
time as Company has owned such Company Subsidiary) has been insured, for
reasonable amounts with financially sound and reputable insurance companies
against such risks as companies engaged in a similar business would, in
accordance with good business practice, customarily be insured and has
maintained all insurance required by applicable law and regulation.

   (m) Compliance with Laws. Company and each Company Subsidiary has all
permits, licenses, authorizations, orders and approvals of, and has made all
filings, applications and registrations with, federal, state, local or foreign
governmental or regulatory bodies that are required in order to permit it to
own or lease its properties and assets and to carry on its business as
presently conducted and that are material to the business of Company or such
Company Subsidiary; all such permits, licenses, certificates of authority,
orders and approvals are in full force and effect and, to the best knowledge of
Company, no suspension or cancellation of any of them is threatened; and all
such filings, applications and registrations are current. The conduct by
Company and each Company Subsidiary of its business and the condition and use
of its properties does not violate or infringe, in any respect material to any
such business, any applicable domestic (federal, state or local) or foreign
law, statute, ordinance, license or regulation. Neither Company nor any Company
Subsidiary is in default under any order, license, regulation or demand of any
federal, state, municipal or other governmental agency or with respect to any
order, writ, injunction or decree of any court. Except for statutory or
regulatory restrictions of general application and except as set forth on
Schedule 2(m), no federal, state, municipal or other governmental authority has
placed any restriction on the business or properties of Company or any Company
Subsidiary which reasonably could be expected to have a material adverse effect
on the business or properties of Company and the Company Subsidiaries taken as
a whole.

   (n) Labor. No work stoppage involving Company or any Company Subsidiary is
pending or, to the best knowledge of Company, threatened. Neither Company nor
any Company Subsidiary is involved in, or threatened with or affected by, any
labor dispute, arbitration, lawsuit or administrative proceeding which could
materially and adversely affect the business of Company or such Company
Subsidiary. Employees of Company and the Company Subsidiaries are not
represented by any labor union nor are any collective bargaining agreements
otherwise in effect with respect to such employees.

   (o) Material Interests of Certain Persons. Except as set forth on Schedule
2(o), to the best knowledge of Company no officer or director of Company or any
Company Subsidiary, or any "associate" (as such term is defined in Rule l4a-1
under the Exchange Act) of any such officer or director, has any interest in
any material contract or property (real or personal), tangible or intangible,
used in or pertaining to the business of Company or any Company Subsidiary.

   Schedule 2(o) sets forth a correct and complete list of any loan from
Company or any Company Subsidiary to any present officer, director, employee or
any associate or related interest of any such person which was required under
Regulation O of the Federal Reserve Board to be approved by or reported to
Company's or such Company Subsidiary's Board of Directors.

   (p) Company Benefit Plans.

     (i) Schedule 2(p)(i) sets forth each employee benefit plan with respect
  to which Company or any Company Subsidiary contributes, sponsors or
  otherwise has any obligation (the "Plans"). For purposes of this Section
  2(p) and Schedule 2(p)(i), "ERISA" means the Employee Retirement Income
  Security Act of 1974, as amended, and the term "Plan" or "Plans" means all
  employee benefit plans as defined in Section 3(3) of ERISA, and all other
  benefit arrangements including, without limitation, any plan, program,
  agreement, policy or commitment providing for insurance coverage of
  employees, workers' compensation, disability benefits, supplemental
  unemployment benefits, vacation benefits, retirement benefits, severance or
  termination of employment benefits, life, health, death, disability or
  accidental benefits.

     (ii) Except as disclosed on Schedule 2(p)(ii), no Plan is a
  "multiemployer plan" within the meaning of Section 3(37) of ERISA.

                                      A-8
<PAGE>

     (iii) Except as disclosed on Schedule 2(p)(iii), no Plan promises or
  provides health or life benefits to retirees or former employees except as
  required by federal continuation of coverage laws or similar state laws.

     (iv) Except as disclosed on Schedule 2(p)(iv), (a) each Plan is and has
  been in all material respects operated and administered in accordance with
  its provisions and applicable law including, if applicable, ERISA and the
  Code; (b) all reports and filings with governmental agencies (including but
  not limited to the Department of Labor, Internal Revenue Service, Pension
  Benefit Guaranty Corporation and the Securities and Exchange Commission)
  required in connection with each Plan have been timely made; (c) all
  disclosures and notices required by law or Plan provisions to be given to
  participants and beneficiaries in connection with each Plan have been
  properly and timely made; (d) there are no actions, suits or claims
  pending, other than routine uncontested claims for benefits with respect to
  each Plan; and (e) each Plan intended to be qualified under Section 401(a)
  of the Code has received a favorable determination letter from the Internal
  Revenue Service stating that the Plan (including all amendments) is tax
  qualified under Section 401(a) of the Code and Company knows of no reason
  that any such Plan is not qualified within the meaning of Section 401(a) of
  the Code and knows of no reason that each related Plan trust is not exempt
  from taxation under Section 501(a) of the Code.

     (v) Except as disclosed on Schedule 2(p)(v), (a) all contributions,
  premium payments and other payments required to be made in connection with
  the Plans as of the date of this Agreement have been made; (b) a proper
  accrual has been made on the books of Company for all contributions,
  premium payments and other payments due in the current fiscal year but not
  made as of the date of this Agreement; (c) no contribution, premium payment
  or other payment has been made in support of any Plan that is in excess of
  the allowable deduction for federal income tax purposes for the year with
  respect to which the contribution was made (whether under Sections 162,
  280G, 404, 419, 419A of the Code or otherwise); and (d) with respect to
  each Plan that is subject to Section 301 of ERISA or Section 412 of the
  Code, Company is not liable for any accumulated funding deficiency as that
  them is defined in Section 412 of the Code and the projected benefit
  obligations determined as of the date of this Agreement do not exceed the
  assets of the Plan.

     (vi) Except as disclosed in Schedule 2(p)(vi) and to best knowledge of
  Company, no Plan or any trust created thereunder, nor any trustee,
  fiduciary or administrator thereof, has engaged in a "prohibited
  transaction," as such term is defined in Section 4975 of the Code or
  Section 406 of ERISA or violated any of the fiduciary standards under Part
  4 of Title 1 of ERISA which could subject such Plan or trust, or any
  trustee, fiduciary or administrator thereof, or any party dealing with any
  such Plan or trust, to a tax penalty or prohibited transactions imposed by
  Section 4975 of the Code or would result in material liability to Company
  and the Company Subsidiaries as a whole.

     (vii) No Plan subject to Title IV of ERISA or any trust created
  thereunder has been terminated, nor have there been any "reportable events"
  as that term is defined in Section 4043 of ERISA, with respect to any Plan,
  other than those events which may result from the transactions contemplated
  by this Agreement and the Merger Agreement.

     (viii) Except as disclosed in Schedule 2(p)(viii), neither the execution
  and delivery of this Agreement and the Merger Agreement nor the
  consummation of the transactions contemplated hereby and thereby will (a)
  result in any material payment (including, without limitation, severance,
  unemployment compensation, golden parachute or otherwise) becoming due to
  any director or employee or former employee of Company under any Plan or
  otherwise, (b) materially increase any benefits otherwise payable under any
  Plan, or (c) result in the acceleration of the time of payment or vesting
  of any such benefits to any material extent.

   (q) Proxy Statement, etc. None of the information regarding Company and the
Company Subsidiaries supplied or to be supplied by Company for inclusion in (i)
a Registration Statement on Form S-4 to be filed

                                      A-9
<PAGE>

with the SEC by Wells Fargo for the purpose of registering the shares of Wells
Fargo Common Stock to be exchanged for shares of Company Common Stock pursuant
to the provisions of the Merger Agreement (the "Registration Statement"), (ii)
the proxy statement to be mailed to Company's shareholders in connection with
the meeting to be called to consider the Merger (the "Proxy Statement") and
(iii) any other documents to be filed with the SEC or any regulatory authority
in connection with the transactions contemplated hereby or by the Merger
Agreement will, at the respective times such documents are filed with the SEC
or any regulatory authority and, in the case of the Registration Statement,
when it becomes effective and, with respect to the Proxy Statement, when
mailed, be false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements therein not
misleading or, in the case of the Proxy Statement or any amendment thereof or
supplement thereto, at the time of the meeting of shareholders referred to in
paragraph 4(c), be false or misleading with respect to any material fact, or
omit to state any material fact necessary to correct any statement in any
earlier communication with respect to the solicitation of any proxy for such
meeting. Wells Fargo agrees to permit the Company and Company representatives
to review the Registration Statement as it relates to the Company prior to the
filing thereof. All documents which Company and the Company Subsidiaries are
responsible for filing with the SEC and any other regulatory authority in
connection with the Merger will comply as to form in all material respects with
the provisions of applicable law.

   (r) Registration Obligations. Except as set forth on Schedule 2(r), neither
Company nor any Company Subsidiary is under any obligation, contingent or
otherwise, which will survive the Merger by reason of any agreement to register
any of its securities under the Securities Act.

   (s) Brokers and Finders. Except for McConnell, Budd & Downes, Inc., neither
Company nor any Company Subsidiary nor any of their respective officers,
directors or employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no broker or finder has acted directly or indirectly for
Company or any Company Subsidiary in connection with this Agreement and the
Merger Agreement or the transactions contemplated hereby and thereby.

   (t) Administration of Trust Accounts. Company and each Company Subsidiary
has properly administered in all respects material and which could reasonably
be expected to be material to the financial condition of Company and the
Company Subsidiaries taken as a whole all accounts for which it acts as a
fiduciary, including but not limited to accounts for which it serves as a
trustee, agent, custodian, personal representative, guardian, conservator or
investment advisor, in accordance with the terms of the governing documents and
applicable state and federal law and regulation and common law. Neither
Company, any Company Subsidiary, nor any director, officer or employee of
Company or any Company Subsidiary has committed any breach of trust with
respect to any such fiduciary account which is material to or could reasonably
be expected to be material to the financial condition of Company and the
Company Subsidiaries taken as a whole, and the accountings for each such
fiduciary account are true and correct in all material respects and accurately
reflect the assets of such fiduciary account.

   (u) No Defaults. Neither Company nor any Company Subsidiary is in default,
nor has any event occurred which, with the passage of time or the giving of
notice, or both, would constitute a default, under any material agreement,
indenture, loan agreement or other instrument to which it is a party or by
which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Company and the Company Subsidiaries, taken as a
whole. To the best of Company's knowledge, all parties with whom Company or any
Company Subsidiary has material leases, agreements or contracts or who owe to
Company or any Company Subsidiary material obligations other than with respect
to those arising in the ordinary course of the banking business of the Company
Subsidiaries are in compliance therewith in all material respects.

   (v) Environmental Liability. There is no legal, administrative, or other
proceeding, claim, or action of any nature seeking to impose, or that could
result in the imposition of, on Company or any Company

                                      A-10
<PAGE>

Subsidiary, any liability relating to the release of hazardous substances as
defined under any local, state or federal environmental statute, regulation or
ordinance including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"),
pending or to the best of Company's knowledge, threatened against Company or
any Company Subsidiary the result of which has had or could reasonably be
expected to have a material adverse effect upon Company and Company's
Subsidiaries taken as a whole; to the best of Company's knowledge there is no
reasonable basis for any such proceeding, claim or action; and to the best of
Company's knowledge neither Company nor any Company Subsidiary is subject to
any agreement, order, judgment, or decree by or with any court, governmental
authority or third party imposing any such environmental liability. Company has
provided Wells Fargo with copies of all environmental assessments, reports,
studies and other related information in its possession with respect to each
bank facility and each non-residential OREO property.

   (w) Compliance with Year 2000 Requirements. Company is in full compliance
with its Year 2000 project management process as set forth in the May 5, 1997
Federal Financial Institutions Examination Council ("FFIEC") Interagency
Statement on the Year 2000 and subsequent guidance documents (the "FFIEC
Requirements"). Company has made its Year 2000 project assessment and
remediation plan available to Wells Fargo for review and has furnished Wells
Fargo with copies of all communications between Company or any Company
Subsidiary and regulators having responsibility for overseeing compliance with
such FFIEC Requirements.

   (x) Required Shareholder Approval. The affirmative vote of a majority in
outstanding shares and qualified to vote of Company is sufficient to approve
the Merger, this Agreement, and the Merger Agreement, and the transactions
contemplated thereby pursuant to the Michigan Business Corporation Act and
pursuant to the articles and bylaws of Company.

   3. Representations and Warranties of Wells Fargo. Wells Fargo represents and
warrants to Company as follows:

   (a) Organization and Authority. Wells Fargo is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
is duly qualified to do business and is in good standing in all jurisdictions
where its ownership or leasing of property or the conduct of its business
requires it to be so qualified and failure to be so qualified would have a
material adverse effect on Wells Fargo and its subsidiaries taken as a whole
and has corporate power and authority to own its properties and assets and to
carry on its business as it is now being conducted. Wells Fargo is registered
as a bank holding company with the Federal Reserve Board under the BHC Act.

   (b) Wells Fargo Subsidiaries. Schedule 3(b) sets forth a complete and
correct list as of December 31, 1998, of Wells Fargo's Significant Subsidiaries
(as defined in Regulation S-X promulgated by the SEC) (individually a "Wells
Fargo Subsidiary" and collectively the "Wells Fargo Subsidiaries"), all shares
of the outstanding capital stock of each of which, except as set forth in
Schedule 3(b), are owned directly or indirectly by Wells Fargo. No equity
security of any Wells Fargo Subsidiary is or may be required to be issued to
any person or entity other than Wells Fargo by reason of any option, warrant,
scrip, right to subscribe to, call or commitment of any character whatsoever
relating to, or security or right convertible into, shares of any capital stock
of such subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Wells Fargo Subsidiary is bound to issue additional
shares of its capital stock, or options, warrants or rights to purchase or
acquire any additional shares of its capital stock. Subject to 12 U.S.C. (S) 55
(1982), all of such shares so owned by Wells Fargo are fully paid and
nonassessable and are owned by it free and clear of any lien, claim, charge,
option, encumbrance or agreement with respect thereto. Each Wells Fargo
Subsidiary is a corporation or national banking association duly organized,
validly existing, duly qualified to do business and in good standing under the
laws of its jurisdiction of incorporation, and has corporate power and
authority to own or lease its properties and assets and to carry on its
business as it is now being conducted.

                                      A-11
<PAGE>

   (c) Wells Fargo Capitalization. As of June 30, 1999, the authorized capital
stock of Wells Fargo consists of (i) 20,000,000 shares of Preferred Stock,
without par value, of which as of the close of business on June 30, 1999,
955,000 shares of Cumulative Tracking Preferred Stock, at $200 stated value,
9,596 shares of ESOP Cumulative Convertible Preferred Stock, at $1,000 stated
value, 19,903 shares of 1995 ESOP Cumulative Convertible Preferred Stock, at
$1,000 stated value, 21,288 shares of 1996 ESOP Cumulative Convertible
Preferred Stock, at $1,000 stated value, 18,639 shares of 1997 ESOP Cumulative
Convertible Preferred Stock, at $1,000 stated value, 8,560 shares of 1998 ESOP
Cumulative Convertible Preferred Stock, $1,000 stated value, 45,508 shares of
1999 ESOP Cumulative Convertible Preferred Stock, $1,000 stated value,
1,500,000 shares of Adjustable-Rate Cumulative Preferred Stock, Series B, $50
stated value, and 4,000,000 shares of 6.59% Adjustable Rate Noncumulative
Preferred Stock, Series B, $50 stated value, were outstanding; (ii) 4,000,000
shares of Preference Stock, without par value, of which as of the close of
business on June 30, 1999, no shares were outstanding; and (iii) 4,000,000,000
shares of Common Stock, $1-2/3 par value, of which as of the close of business
on June 30, 1999, 1,650,629,353 shares were outstanding and 15,465,932 shares
were held in the treasury. All of the outstanding shares of capital stock of
Wells Fargo have been duly and validly authorized and issued and are fully paid
and nonassessable. The Year 2000 disclosure contained in Wells Fargo's
Quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1999 as
filed with the SEC and designated as Year 2000 Readiness Disclosures related to
the Year 2000 Information and Readiness Disclosure Act is true and correct in
all material respects as of the date hereof.

   (d) Authorization. Wells Fargo has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Wells Fargo and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of Wells Fargo. No approval or consent by the
stockholders of Wells Fargo is necessary for the execution and delivery of this
Agreement and the Merger Agreement and the consummation of the transactions
contemplated hereby and thereby. Subject to such approvals of government
agencies and other governing boards having regulatory authority over Wells
Fargo as may be required by statute or regulation, this Agreement is a valid
and binding obligation of Wells Fargo enforceable against Wells Fargo in
accordance with its terms.

   Neither the execution, delivery and performance by Wells Fargo of this
Agreement or the Merger Agreement, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Wells Fargo with any of the
provisions hereof or thereof, will (i) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or acceleration of, or result in the creation of, any
lien, security interest, charge or encumbrance upon any of the properties or
assets of Wells Fargo or any Wells Fargo Subsidiary under any of the terms,
conditions or provisions of (x) its certificate of incorporation or by-laws or
(y) any material note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which Wells Fargo or any
Wells Fargo Subsidiary is a party or by which it may be bound, or to which
Wells Fargo or any Wells Fargo Subsidiary or any of the properties or assets of
Wells Fargo or any Wells Fargo Subsidiary may be subject, or (ii) subject to
compliance with the statutes and regulations referred to in the next paragraph,
to the best knowledge of Wells Fargo, violate any judgment, ruling, order,
writ, injunction, decree, statute, rule or regulation applicable to Wells Fargo
or any Wells Fargo Subsidiary or any of their respective properties or assets.

   Other than in connection with or in compliance with the provisions of the
Securities Act, the Exchange Act, the securities or blue sky laws of the
various states or filings, consents, reviews, authorizations, approvals or
exemptions required under the BHC Act or the HSR Act, and filings required to
effect the Merger under Michigan law, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any public body or
authority is necessary for the consummation by Wells Fargo of the transactions
contemplated by this Agreement and the Merger Agreement.

                                      A-12
<PAGE>

   (e) Wells Fargo Financial Statements. The consolidated balance sheets of
Wells Fargo and Wells Fargo's subsidiaries as of December 31, 1998 and 1997 and
related consolidated statements of income, changes in stockholders' equity and
comprehensive income, and cash flows for the three years ended December 31,
1998, together with the notes thereto, certified by KPMG and included in Wells
Fargo's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
(the "Wells Fargo 10-K") as filed with the SEC, and the unaudited consolidated
balance sheets of Wells Fargo and its subsidiaries as of June 30, 1999 and the
related unaudited consolidated statements of income, changes in stockholders'
equity and comprehensive income, and cash flows for the six (6) months then
ended included in Wells Fargo's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, as filed with the SEC (collectively, the "Wells
Fargo Financial Statements"), have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis and present fairly
(subject, in the case of financial statements for interim periods, to normal
recurring adjustments) the consolidated financial position of Wells Fargo and
its subsidiaries at the dates and the consolidated results of operations,
changes in financial position and cash flows of Wells Fargo and its
subsidiaries for the periods stated therein.

   (f) Reports. Since December 31, 1993, Wells Fargo and each Wells Fargo
Subsidiary has filed all reports, registrations and statements, together with
any required amendments thereto, that it was required to file with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements,
(ii) the Federal Reserve Board, (iii) the FDIC, (iv) the United States
Comptroller of the Currency ("Comptroller"), and (v) any applicable state
securities or banking authorities. All such reports and statements filed with
any such regulatory body or authority are collectively referred to herein as
the "Wells Fargo Reports." As of their respective dates, the Wells Fargo
Reports complied in all material respects with all the rules and regulations
promulgated by the SEC, the Federal Reserve Board, the FDIC, the Comptroller
and any applicable state securities or banking authorities, as the case may be,
and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

   (g) Properties and Leases. Except as may be reflected in the Wells Fargo
Financial Statements and except for any lien for current taxes not yet
delinquent, Wells Fargo and each Wells Fargo Subsidiary has good title free and
clear of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Wells Fargo's
consolidated balance sheet as of June 30, 1999 included in Wells Fargo's
Quarterly Report on Form 10-Q for the period then ended, and all real and
personal property acquired since such date, except such real and personal
property has been disposed of in the ordinary course of business. All leases of
real property and all other leases material to Wells Fargo or any Wells Fargo
Subsidiary pursuant to which Wells Fargo or such Wells Fargo Subsidiary, as
lessee, leases real or personal property, are valid and effective in accordance
with their respective terms, and there is not, under any such lease, any
material existing default by Wells Fargo or such Wells Fargo Subsidiary or any
event which, with notice or lapse of time or both, would constitute such a
material default. Substantially all Wells Fargo's and each Wells Fargo
Subsidiary's buildings and equipment in regular use have been well maintained
and are in good and serviceable condition, reasonable wear and tear excepted.

   (h) Taxes. Each of Wells Fargo and the Wells Fargo Subsidiaries has filed
all material federal, state, county, local and foreign tax returns, including
information returns, required to be filed by it, and paid or made adequate
provision for the payment of all taxes owed by it, including those with respect
to income, withholding, social security, unemployment, workers compensation,
franchise, ad valorem, premium, excise and sales taxes, and no taxes shown on
such returns to be owed by it or assessments received by it are delinquent. The
federal income tax returns of Wells Fargo and the Wells Fargo Subsidiaries for
the fiscal year ended December 31, 1982, and for all fiscal years prior
thereto, are for the purposes of routine audit by the Internal Revenue Service
closed because of the statute of limitations, and no claims for additional
taxes for such fiscal years are pending. Except only as set forth on Schedule
3(h), (i) neither Wells Fargo nor any Wells Fargo Subsidiary is a party to any
pending action or proceeding, nor to Wells Fargo's knowledge is any such action
or proceeding threatened by any governmental authority, for the assessment or
collection of taxes, interest,

                                      A-13
<PAGE>

penalties, assessments or deficiencies which could reasonably be expected to
have any material adverse effect on Wells Fargo and its subsidiaries taken as a
whole, and (ii) no issue has been raised by any federal, state, local or
foreign taxing authority in connection with an audit or examination of the tax
returns, business or properties of Wells Fargo or any Wells Fargo Subsidiary
which has not been settled, resolved and fully satisfied, or adequately
reserved for. Each of Wells Fargo and the Wells Fargo Subsidiaries has paid all
taxes owed or which it is required to withhold from amounts owing to employees,
creditors or other third parties.

   (i) Absence of Certain Changes. Since June 30, 1999, there has been no
change in the business, financial condition or results of operations of Wells
Fargo or any Wells Fargo Subsidiary which has had, or may reasonably be
expected to have, a material adverse effect on the business, financial
condition or results of operations of Wells Fargo and its subsidiaries taken as
a whole.

   (j) Commitments and Contracts. Except as set forth on Schedule 3(j), as of
December 31, 1996 neither Wells Fargo nor any Wells Fargo Subsidiary is a party
or subject to any of the following (whether written or oral, express or
implied):

     (i) any labor contract or agreement with any labor union;

     (ii) any contract not made in the ordinary course of business containing
  covenants which materially limit the ability of Wells Fargo or any Wells
  Fargo Subsidiary to compete in any line of business or with any person or
  which involve any material restriction of the geographical area in which,
  or method by which, Wells Fargo or any Wells Fargo Subsidiary may carry on
  its business (other than as may be required by law or applicable regulatory
  authorities); or

     (iii) any other contract or agreement which is a "material contract"
  within the meaning of Item 601(b)(10) of Regulation S-K.

   (k) Litigation and Other Proceedings. Neither Wells Fargo nor any Wells
Fargo Subsidiary is a party to any pending or, to the best knowledge of Wells
Fargo, threatened, claim, action, suit, investigation or proceeding, or is
subject to any order, judgment or decree, except for matters which, in the
aggregate, will not have, or cannot reasonably be expected to have, a material
adverse effect on the business, financial condition or results of operations of
Wells Fargo and its subsidiaries taken as a whole.

   (l) Insurance. Wells Fargo and each Wells Fargo Subsidiary is presently
insured or self insured, and during each of the past five calendar years (or
during such lesser period of time as Wells Fargo has owned such Wells Fargo
Subsidiary) has been insured or self-insured, for reasonable amounts with
financially sound and reputable insurance companies against such risks as
companies engaged in a similar business would, in accordance with good business
practice, customarily be insured and has maintained all insurance required by
applicable law and regulation.

   (m) Compliance with Laws. Wells Fargo and each Wells Fargo Subsidiary has
all permits, licenses, authorizations, orders and approvals of, and has made
all filings, applications and registrations with, federal, state, local or
foreign governmental or regulatory bodies that are required in order to permit
it to own or lease its properties or assets and to carry on its business as
presently conducted and that are material to the business of Wells Fargo or
such Subsidiary; all such permits, licenses, certificates of authority, orders
and approvals are in full force and effect, and to the best knowledge of Wells
Fargo, no suspension or cancellation of any of them is threatened; and all such
filings, applications and registrations are current. The conduct by Wells Fargo
and each Wells Fargo Subsidiary of its business and the condition and use of
its properties does not violate or infringe, in any respect material to any
such business, any applicable domestic (federal, state or local) or foreign
law, statute, ordinance, license or regulation. Neither Wells Fargo nor any
Wells Fargo Subsidiary is in default under any order, license, regulation or
demand of any federal, state, municipal or other governmental agency or with
respect to any order, writ, injunction or decree of any court. Except for
statutory or regulatory restrictions of general application, no federal, state,
municipal or other governmental authority has placed any

                                      A-14
<PAGE>

restrictions on the business or properties of Wells Fargo or any Wells Fargo
Subsidiary which reasonably could be expected to have a material adverse
effect on the business or properties of Wells Fargo and its subsidiaries taken
as a whole.

   (n) Labor. No work stoppage involving Wells Fargo or any Wells Fargo
Subsidiary is pending or, to the best knowledge of Wells Fargo, threatened.
Neither Wells Fargo nor any Wells Fargo Subsidiary is involved in, or
threatened with or affected by, any labor dispute, arbitration, lawsuit or
administrative proceeding which could materially and adversely affect the
business of Wells Fargo or such Wells Fargo Subsidiary. Except as set forth on
Schedule 3(j), employees of Wells Fargo and the Wells Fargo Subsidiaries are
not represented by any labor union nor are any collective bargaining
agreements otherwise in effect with respect to such employees.

   (o) Wells Fargo Benefit Plans.

     (i) For purposes of this Section 3(o), the term "Wells Fargo Plan" or
  "Wells Fargo Plans" means all employee benefit plans as defined in Section
  3(3) of ERISA, to which Wells Fargo contributes, sponsors, or otherwise has
  any obligations.

     (ii) No Wells Fargo Plan is a "multiemployer plan" within the meaning of
  Section 3(37) of ERISA.

     (iii) Each Wells Fargo Plan is and has been in all material respects
  operated and administered in accordance with its provisions and applicable
  law, including, if applicable, ERISA and the Code.

     (iv) Each Wells Fargo Plan intended to be qualified under Section 401(a)
  of the Code has received a favorable determination letter from the Internal
  Revenue Service stating that the Wells Fargo Plan (including all
  amendments) is tax qualified under Section 401(a) of the Code and Wells
  Fargo knows of no reason that any such Wells Fargo Plan is not qualified
  within the meaning of Section 401(a) of the Code and knows of no reason
  that each related Wells Fargo Plan trust is not exempt from taxation under
  Section 501(a) of the Code.

     (v) All contributions, premium payments, and other payments required to
  be made in connection with the Wells Fargo Plans as of the date of this
  Agreement have been made.

     (vi) With respect to each Wells Fargo Plan that is subject to Section
  301 of ERISA or Section 412 of the Code, neither Wells Fargo nor any Wells
  Fargo Subsidiary is liable for any accumulated funding deficiency as that
  term is defined in Section 412 of the Code.

     (vii) The present value of all benefits vested and all benefits accrued
  under each Wells Fargo Plan that is subject to Title IV of ERISA does not,
  in each case, exceed the value of the assets of the Wells Fargo Plans
  allocable to such vested or accrued benefits as of the end of the most
  recent Plan Year.

   (p) Registration Statement, etc. None of the information regarding Wells
Fargo and its subsidiaries supplied or to be supplied by Wells Fargo for
inclusion in (i) the Registration Statement, (ii) the Proxy Statement, or
(iii) any other documents to be filed with the SEC or any regulatory authority
in connection with the transactions contemplated hereby or by the Merger
Agreement will, at the respective times such documents are filed with the SEC
or any regulatory authority and, in the case of the Registration Statement,
when it becomes effective and, with respect to the Proxy Statement, when
mailed, be false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements therein not
misleading or, in the case of the Proxy Statement or any amendment thereof or
supplement thereto, at the time of the meeting of shareholders referred to in
paragraph 4(c), be false or misleading with respect to any material fact, or
omit to state any material fact necessary to correct any statement in any
earlier communication with respect to the solicitation of any proxy for such
meeting. All documents which Wells Fargo and the Wells Fargo Subsidiaries are
responsible for filing with the SEC and any other regulatory authority in
connection with the Merger will comply as to form in all material respects
with the provisions of applicable law.

   (q) Brokers and Finders. Neither Wells Fargo nor any Wells Fargo Subsidiary
nor any of their respective officers, directors or employees has employed any
broker or finder or incurred any liability for any financial

                                     A-15
<PAGE>

advisory fees, brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for Wells Fargo or any Wells Fargo
Subsidiary in connection with this Agreement and the Merger Agreement or the
transactions contemplated hereby and thereby.

   (r) No Defaults. Neither Wells Fargo nor any Wells Fargo Subsidiary is in
default, nor has any event occurred which, with the passage of time or the
giving of notice, or both, would constitute a default under any material
agreement, indenture, loan agreement or other instrument to which it is a party
or by which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Wells Fargo and its subsidiaries taken as a whole.
To the best of Wells Fargo's knowledge, all parties with whom Wells Fargo or
any Wells Fargo Subsidiary has material leases, agreements or contracts or who
owe to Wells Fargo or any Wells Fargo Subsidiary material obligations other
than with respect to those arising in the ordinary course of the banking
business of the Wells Fargo Subsidiaries are in compliance therewith in all
material respects.

   (s) Environmental Liability. There is no legal, administrative, or other
proceeding, claim, or action of any nature seeking to impose, or that could
result in the imposition, on Wells Fargo or any Wells Fargo Subsidiary of any
liability relating to the release of hazardous substances as defined under any
local, state or federal environmental statute, regulation or ordinance
including, without limitation, CERCLA, pending or to the best of Wells Fargo's
knowledge, threatened against Wells Fargo or any Wells Fargo Subsidiary, the
result of which has had or could reasonably be expected to have a material
adverse effect upon Wells Fargo and its subsidiaries taken as a whole; to the
best of Wells Fargo's knowledge there is no reasonable basis for any such
proceeding, claim or action; and to the best of Wells Fargo's knowledge neither
Wells Fargo nor any Wells Fargo Subsidiary is subject to any agreement, order,
judgment, or decree by or with any court, governmental authority or third party
imposing any such environmental liability.

   (t) Merger Co. As of the Closing Date, Merger Co. will be a corporation duly
organized, validly existing, duly qualified to do business and in good standing
under the laws of its jurisdiction of incorporation, and will have corporate
power and authority to own or lease its properties and assets and to carry on
its business.

   4. Covenants of Company. Company covenants and agrees with Wells Fargo as
follows:

   (a) Except as otherwise permitted or required by this Agreement, from the
date hereof until the Effective Time of the Merger, Company, and each Company
Subsidiary will: maintain its corporate existence in good standing; maintain
the general character of its business and conduct its business in its ordinary
and usual manner; extend credit in accordance with existing lending policies
and provide Wells Fargo access to its loan files (including credits extended
after the date hereof), except that it shall not, without the prior written
consent of Wells Fargo (which shall be deemed to be waived if Wells Fargo has
made no response by the end of the second complete business day following the
receipt (by confirmed facsimile) of the request by a Wells Fargo representative
designated in writing) (and except for commitments made prior to the date of
this Agreement), make any new loan ("New Loan") or modify, restructure or renew
any existing loan ("Renewals") to any borrower if the amount of the resulting
loan, when aggregated with all other loans or extensions of credit to such
person, would be in excess of $250,000, in the case of a New Loan, or $350,000,
in the case of Renewals; maintain proper business and accounting records in
accordance with generally accepted principles; maintain its properties in good
repair and condition, ordinary wear and tear excepted; maintain in all material
respects presently existing insurance coverage; use its best efforts to
preserve its business organization intact, to keep the services of its present
principal employees and to preserve its good will and the good will of its
suppliers, customers and others having business relationships with it; use its
best efforts to obtain any approvals or consents required to maintain existing
leases and other contracts in effect following the Merger; comply in all
material respects with all laws, regulations, ordinances, codes, orders,
licenses and permits applicable to the properties and operations of Company and
each Company Subsidiary the non-compliance with which reasonably could be
expected to have a material adverse effect on Company and the Company
Subsidiaries

                                      A-16
<PAGE>

taken as a whole; and permit Wells Fargo and its representatives (including
KPMG) to examine its and its subsidiaries books, records and properties and to
interview officers, employees and agents at all reasonable times when it is
open for business. No such examination by Wells Fargo or its representatives
either before or after the date of this Agreement shall in any way affect,
diminish or terminate any of the representations, warranties or covenants of
Company herein expressed.

   (b) Except as otherwise contemplated or required by this Agreement, from the
date hereof until the Effective Time of the Merger, Company and each Company
Subsidiary will not (without the prior written consent of Wells Fargo): amend
or otherwise change its articles of incorporation or association or by-laws;
issue or sell or authorize for issuance or sale, or grant any options or make
other agreements with respect to the issuance or sale or conversion of, any
shares of its capital stock, phantom shares or other share-equivalents, or any
other of its securities or amend or modify the terms of the Michigan Financial
Corporation Stock Option Plan, except as contemplated by paragraph 4(q) hereof,
except that Company may issue shares of Company Common Stock upon the exercise
of outstanding stock options described in Schedule 4(b); authorize or incur any
long-term debt (other than deposit liabilities); mortgage, pledge or subject to
lien or other encumbrance any of its properties, except in the ordinary course
of business; enter into any material agreement, contract or commitment in
excess of $10,000 except banking transactions in the ordinary course of
business and in accordance with policies and procedures in effect on the date
hereof; make any investments except investments made by bank subsidiaries in
the ordinary course of business for terms of up to one year and in amounts of
$100,000 or less (which consent requirement shall be deemed to be waived as to
any investment to which Wells Fargo has made no response by the end of the
second complete business day following the receipt of the request by a Wells
Fargo representative designated in writing); amend or terminate any Plan except
as required by law or the terms of this Agreement; make any contributions to
any Plan except as required by the terms of such Plan in effect as of the date
hereof; declare, set aside, make or pay any dividend or other distribution with
respect to its capital stock except any dividend declared by the Board of
Directors of a Company Subsidiary in accordance with applicable law and
regulation, provided, however, that the Board of Directors of Company may
declare and pay cash dividends to the Company shareholders out of the net
earnings of Company between October 18, 1999 and the Effective Time of the
Merger in accordance with applicable law and regulation and in accordance with
past practice in an amount not to exceed a quarterly rate of $.30 per share and
provided further, however, that Company shareholders shall be entitled to a
dividend on Company Common Stock or Wells Fargo Common Stock, but not both, in
the calendar quarter in which the Closing shall occur; redeem, purchase or
otherwise acquire, directly or indirectly, any of the capital stock of Company
(except shares of Company Common Stock acquired from holders of options granted
under the Michigan Financial Corporation Stock Option Plan in connection with
the exercise of options thereunder); increase the compensation of any officers,
directors or executive employees, except pursuant to existing compensation
plans and practices; sell or otherwise dispose of any shares of the capital
stock of any Company Subsidiary; or sell or otherwise dispose of any of its
assets or properties other than in the ordinary course of business.

   (c) The Board of Directors of Company will duly call, and will cause to be
held on a date agreeable to Wells Fargo, but not later than twenty-five (25)
business days following the effective date of the Registration Statement
referred to in paragraph 5(c) hereof, a meeting of its shareholders and will
direct that this Agreement and the Merger Agreement be submitted to a vote at
such meeting. The Board of Directors of Company will (i) cause proper notice of
such meeting to be given to its shareholders in compliance with the Michigan
Business Corporation Act and other applicable law and regulation, (ii)
recommend by the affirmative vote of the Board of Directors a vote in favor of
approval of this Agreement and the Merger Agreement, and (iii) use its best
efforts to solicit from its shareholders proxies in favor thereof.

   (d) Company will furnish or cause to be furnished to Wells Fargo all the
information concerning Company and its subsidiaries required for inclusion in
the Registration Statement referred to in paragraph 5(c) hereof, or any
statement or application made by Wells Fargo to any governmental body in
connection with the transactions contemplated by this Agreement. Any financial
statement for any fiscal year provided under this paragraph must include the
audit opinion and the consent of Crowe, Chizek and Company, LLP to use such
opinion in such Registration Statement.

                                      A-17
<PAGE>

   (e) Company will take all necessary corporate and other action and use its
best efforts to obtain all approvals of regulatory authorities, consents and
other approvals required of Company to carry out the transactions contemplated
by this Agreement and will cooperate with Wells Fargo to obtain all such
approvals and consents required of Wells Fargo.

   (f) Company will use its best efforts to deliver to the Closing all
opinions, certificates and other documents required to be delivered by it at
the Closing.

   (g) Company will hold in confidence all documents and information concerning
Wells Fargo and its subsidiaries furnished to Company and its representatives
in connection with the transactions contemplated by this Agreement and will not
release or disclose such information to any other person, except as required by
law and except to Company's outside professional advisers in connection with
this Agreement, with the same undertaking from such professional advisers. If
the transactions contemplated by this Agreement shall not be consummated, such
confidence shall be maintained and such information shall not be used in
competition with Wells Fargo (except to the extent that such information can be
shown to be previously known to Company, in the public domain, or later
acquired by Company from other legitimate sources) and, upon request, all such
documents, any copies thereof and extracts therefrom shall immediately
thereafter be returned to Wells Fargo.

   (h) Neither Company, nor any Company Subsidiary, nor any director, officer,
representative or agent thereof, will, directly or indirectly, solicit,
authorize the solicitation of or enter into any discussions with any
corporation, partnership, person or other entity or group (other than Wells
Fargo) concerning any offer or possible offer (i) to purchase any shares of
common stock, any option or warrant to purchase any shares of common stock, any
securities convertible into any shares of such common stock, or any other
equity security of Company or any Company Subsidiary, (ii) to make a tender or
exchange offer for any shares of such common stock or other equity security,
(iii) to purchase, lease or otherwise acquire the assets of Company or any
Company Subsidiary except in the ordinary course of business, or (iv) to merge,
consolidate or otherwise combine with Company or any Company Subsidiary. If any
corporation, partnership, person or other entity or group makes an offer or
inquiry to Company or any Company Subsidiary concerning any of the foregoing,
Company or such Company Subsidiary will promptly disclose such offer or
inquiry, including the terms thereof, to Wells Fargo.

   (i) Company shall consult with Wells Fargo as to the form and substance of
any proposed press release or other proposed public disclosure of matters
related to this Agreement or any of the transactions contemplated hereby.

   (j) Company and each Company Subsidiary will take all action necessary or
required (i) to terminate or amend, if requested by Wells Fargo, all qualified
pension and welfare benefit plans and all non-qualified benefit plans and
compensation arrangements as of the Effective Date of the Merger, and (ii) to
submit application to the Internal Revenue Service for a favorable
determination letter for each of the Plans which is subject to the
qualification requirements of Section 401(a) of the Code prior to the Effective
Date of the Merger.

   (k) [Intentionally omitted.]

   (l) Company shall use its best efforts to obtain and deliver prior to the
Effective Date of the Merger signed representations substantially in the form
attached hereto as Exhibit B to Wells Fargo by each executive officer, director
or shareholder of Company who may reasonably be deemed an "affiliate" of
Company within the meaning of such term as used in Rule 145 under the
Securities Act.

   (m) Company shall establish such additional accruals and reserves as may be
necessary to conform Company's accounting and credit loss reserve practices and
methods to those of Wells Fargo and Wells Fargo's plans with respect to the
conduct of Company's business following the Merger and to provide for the costs
and expenses relating to the consummation by Company of the Merger and the
other transactions contemplated by this Agreement; provided, however, that (a)
Company shall not be required to take such actions more than three

                                      A-18
<PAGE>

(3) business days prior to the Closing Date or prior to the time Wells Fargo
agrees that all of the conditions to their obligation to close as set forth in
paragraph 7 have been satisfied or waived (other than the deliveries to be made
on the Closing Date) and no such adjustment shall (i) require any prior filing
with any governmental agency or regulatory authority, or (ii) violate any law,
rule or regulation applicable to Company; provided that in any event no accrual
or reserve made by Company pursuant to this paragraph 4(m), shall constitute or
be deemed to be a breach, violation of or failure to satisfy any
representation, warranty, covenant, condition or other provision of this
Agreement or otherwise be considered in determining whether any such breach,
violation or failure to satisfy shall have occurred.

   (n) Company shall obtain, at its sole expense, Phase I environmental
assessments for each bank facility and each non-residential OREO property. Oral
reports of such environmental assessments shall be delivered to Wells Fargo no
later than four (4) weeks and written reports shall be delivered to Wells Fargo
no later than eight (8) weeks from the date of this Agreement. Company shall
obtain, at its sole expense, Phase II environmental assessments for properties
identified by Wells Fargo on the basis of the results of such Phase I
environmental assessments. Company shall obtain a survey and assessment of all
potential asbestos containing material in owned or leased properties (other
than OREO property) and a written report of the results shall be delivered to
Wells Fargo within four (4) weeks of the date of this Agreement.

   (o) Company shall obtain, at its sole expense, commitments for title
insurance and boundary surveys for each bank facility which shall be delivered
to Wells Fargo no later than four (4) weeks from the date of this Agreement.

   (p) Company will assess the impact of the transactions contemplated by this
Agreement on Company's continued compliance with the FFIEC Requirements and
Company will take such action as may be necessary to amend Company's Year 2000
project assessment and remediation plan. Company will continue its current
preparations for compliance with the FFIEC Requirements and will not rely on
the consummation of the transactions contemplated by this Agreement to satisfy
its FFIEC requirements. Company will provide Wells Fargo with complete access
to its Year 2000 project and remediation plan documentation and permit Wells
Fargo to review and investigate Company's continuing Year 2000 compliance
efforts and the results thereof.

   (q) Company shall take such action as is necessary to terminate the Michigan
Financial Corporation Stock Option Plan effective as of the Effective Time.

   (r) Company shall collect in cash (and timely pay) all applicable
withholding and payroll taxes from each holder of an option that is exercised
for shares of Company Common Stock and shall comply with all payroll reporting
requirements with respect thereto.

   [A new paragraph 4(s) has been added pursuant to the Amendment to Agreement
and Plan of Reorganization, a copy of which document appears at the beginning
of this Appendix A.]

   5. Covenants of Wells Fargo. Wells Fargo covenants and agrees with Company
as follows:

   (a) From the date hereof until the Effective Time of the Merger, Wells Fargo
will maintain its corporate existence in good standing; conduct, and cause the
Wells Fargo Subsidiaries to conduct, their respective businesses in compliance
with all material obligations and duties imposed on them by all laws,
governmental regulations, rules and ordinances, and judicial orders, judgments
and decrees applicable to Wells Fargo or the Wells Fargo Subsidiaries, their
businesses or their properties; maintain all books and records of it and the
Wells Fargo Subsidiaries, including all financial statements, in accordance
with the accounting principles and practices consistent with those used for the
Wells Fargo Financial Statements, except for changes in such principles and
practices required under generally accepted accounting principles.

   (b) Wells Fargo will furnish to Company all the information concerning Wells
Fargo required for inclusion in a proxy statement or statements to be sent to
the shareholders of Company, or in any statement or application made by Company
to any governmental body in connection with the transactions contemplated by
this Agreement.

                                      A-19
<PAGE>

   (c) As promptly as practicable after the execution of this Agreement, Wells
Fargo will file with the SEC a registration statement on Form S-4 (the
"Registration Statement") under the Securities Act and any other applicable
documents, relating to the shares of Wells Fargo Common Stock to be delivered
to the shareholders of Company pursuant to the Merger Agreement, and will use
its best efforts to cause the Registration Statement to become effective. At
the time the Registration Statement becomes effective, the Registration
Statement will comply in all material respects with the provisions of the
Securities Act and the published rules and regulations thereunder, and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not false or misleading, and at the time of mailing thereof to the Company
shareholders, at the time of the Company shareholders' meeting referred to in
paragraph 4(c) hereof and at the Effective Time of the Merger the prospectus
included as part of the Registration Statement, as amended or supplemented by
any amendment or supplement filed by Wells Fargo (hereinafter the
"Prospectus"), will not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not false
or misleading; provided, however, that none of the provisions of this
subparagraph shall apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity with
information furnished by Company or any Company Subsidiary for use in the
Registration Statement or the Prospectus.

   (d) Wells Fargo will file all documents required to be filed to list the
Wells Fargo Common Stock to be issued pursuant to the Merger Agreement on the
New York Stock Exchange and the Chicago Stock Exchange and use its best efforts
to effect said listings.

   (e) The shares of Wells Fargo Common Stock to be issued by Wells Fargo to
the shareholders of Company pursuant to this Agreement and the Merger Agreement
will, upon such issuance and delivery to said shareholders pursuant to the
Merger Agreement, be duly authorized, validly issued, fully paid and
nonassessable. The shares of Wells Fargo Common Stock to be delivered to the
shareholders of Company pursuant to the Merger Agreement are and will be free
of any preemptive rights of the stockholders of Wells Fargo.

   (f) Wells Fargo will file all documents required to obtain, prior to the
Effective Time of the Merger, all necessary Blue Sky permits and approvals, if
any, required to carry out the transactions contemplated by this Agreement,
will pay all expenses incident thereto and will use its best efforts to obtain
such permits and approvals.

   (g) Wells Fargo will take and will cause Merger Co. to take all necessary
corporate and other action and file all documents required to obtain and will
use its best efforts to obtain all approvals of regulatory authorities,
consents and approvals required of it to carry out the transactions
contemplated by this Agreement and will cooperate with Company to obtain all
such approvals and consents required by Company.

   (h) Wells Fargo will hold and will cause Merger Co. to hold in confidence
all documents and information concerning Company and Company's Subsidiaries
furnished to it and its representatives in connection with the transactions
contemplated by this Agreement and will not release or disclose such
information to any other person, except as required by law and except to its
outside professional advisers in connection with this Agreement, with the same
undertaking from such professional advisers. If the transactions contemplated
by this Agreement shall not be consummated, such confidence shall be maintained
and such information shall not be used in competition with Company (except to
the extent that such information can be shown to be previously known to Wells
Fargo, in the public domain, or later acquired by Wells Fargo from other
legitimate sources) and, upon request, all such documents, copies thereof or
extracts therefrom shall immediately thereafter be returned to Company.

   (i) Wells Fargo will file and will cause Merger Co. to file any documents or
agreements required to be filed in connection with the Merger under the
Michigan Business Corporation Act.

   (j) Wells Fargo will use and will cause Merger Co. to use its best efforts
to deliver to the Closing all opinions, certificates and other documents
required to be delivered by it at the Closing.

                                      A-20
<PAGE>

   (k) Wells Fargo shall consult with Company as to the form and substance of
any proposed press release or other proposed public disclosure of matters
related to this Agreement or any of the transactions contemplated hereby.

   (l) Wells Fargo shall give Company notice of receipt of the regulatory
approvals referred to in paragraph 7(e).

   (m) [Intentionally omitted.]

   (o) With respect to the indemnification of directors and officers, Wells
Fargo agrees as follows:

     (i) Wells Fargo shall ensure that all rights to indemnification and all
  limitations of liability existing in favor of any person who is now, or has
  been at any time prior to the date hereof, or who becomes prior to the
  Effective Time of the Merger, a director or officer of Company or any
  Company Subsidiary (an "Indemnified Party" and, collectively, the
  "Indemnified Parties"), in Company's Articles of Incorporation or Bylaws or
  similar governing documents of any Company Subsidiary, as applicable in the
  particular case and as in effect on the date hereof, shall, with respect to
  claims arising from (A) facts or events that occurred before the Effective
  Time of the Merger, or (B) this Agreement or any of the transactions
  contemplated by this Agreement, whether in any case asserted or arising
  before or after the Effective Time of the Merger, survive the Merger and
  shall continue in full force and effect. Nothing contained in this
  paragraph 5(o)(i) shall be deemed to preclude the liquidation,
  consolidation, or merger of Company or any Company Subsidiary, in which
  case all of such rights to indemnification and limitations on liability
  shall be deemed to survive and continue as contractual rights
  notwithstanding any such liquidation or consolidation or merger; provided,
  however, that in the event of liquidation or sale of substantially all of
  the assets of Company, Wells Fargo shall guarantee, to the extent of the
  net asset value of Company or any Company Subsidiary as of the Effective
  Date of the Merger, the indemnification obligations of Company or any
  Company Subsidiary to the extent of indemnification obligations of Company
  and the Company Subsidiaries described above. Notwithstanding anything to
  the contrary contained in this paragraph 5(o)(i), nothing contained herein
  shall require Wells Fargo to indemnify any person who was a directors or
  officer of Company or any Company Subsidiary to a greater extent than
  Company or any Company Subsidiary is, as of the date of this Agreement,
  required to indemnify any such person; and

     (ii)  any Indemnified Party wishing to claim indemnification under
  paragraph 5(o)(i), upon learning of any such claim, action, suit,
  proceeding, or investigation, shall promptly notify Wells Fargo thereof,
  but the failure to so notify shall not relieve Wells Fargo of any liability
  it may have to such Indemnified Party. In the event of any such claim,
  action, suit, proceeding, or investigation (whether arising before of after
  the Effective Time of the Merger) (A) Wells Fargo shall have the right to
  assume the defense thereof and Wells Fargo shall not be liable to any
  Indemnified Party for any legal expenses of other counsel or any other
  expenses subsequently incurred by such Indemnified Party in connection with
  the defense thereof, except that if Wells Fargo elects not to assume such
  defense or counsel for the Indemnified Party advises that there are issues
  which raise conflicts of interest between Wells Fargo and the Indemnified
  Party, the Indemnified Party may retain counsel satisfactory to them, and
  Wells Fargo shall pay the reasonable fees and expenses of such counsel for
  the Indemnified Party promptly as statements therefor are received,
  provided, however, that Wells Fargo shall be obligated pursuant to this
  subparagraph (ii) to pay for only one firm of counsel for all Indemnified
  Parties in any jurisdiction unless the use of one counsel for such
  Indemnified Parties would present such counsel with a conflict of interest,
  and (B) such Indemnified Party shall cooperate in the defense of any such
  matter.

   6. Conditions Precedent to Obligation of Company. The obligation of Company
to effect the Merger shall be subject to the satisfaction at or before the Time
of Filing of the following further conditions, which may be waived in writing
by Company:

   (a) Except as they may be affected by transactions contemplated hereby and
except to the extent such representations and warranties are by their express
provisions made as of a specified date and except for

                                      A-21
<PAGE>

activities or transactions after the date of this Agreement made in the
ordinary course of business and not expressly prohibited by this Agreement, the
representations and warranties contained in paragraph 3 hereof shall be true
and correct in all respects material to Wells Fargo and its subsidiaries taken
as a whole as if made at the Time of Filing.

   (b) Wells Fargo shall have, or shall have caused to be, performed and
observed in all material respects all covenants, agreements and conditions
hereof to be performed or observed by it and Merger Co. at or before the Time
of Filing.

   (c) Company shall have received a favorable certificate, dated as of the
Effective Date of the Merger, signed by the Chairman, the President or any
Executive Vice President or Senior Vice President and by the Secretary or
Assistant Secretary of Wells Fargo, as to the matters set forth in
subparagraphs (a) and (b) of this paragraph 6.

   (d) This Agreement and the Merger Agreement shall have been approved by the
affirmative vote of the holders of the percentage of the outstanding shares of
Company required for approval of a plan of merger in accordance with the
provisions of Company's Articles of Incorporation and the Michigan Business
Corporation Act.

   (e) Wells Fargo shall have received approval by the Federal Reserve Board
and by such other governmental agencies as may be required by law of the
transactions contemplated by this Agreement and the Merger Agreement and all
waiting and appeal periods prescribed by applicable law or regulation shall
have expired.

   (f) No court or governmental authority of competent jurisdiction shall have
issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.

   (g) The shares of Wells Fargo Common Stock to be delivered to the
stockholders of Company pursuant to this Agreement and the Merger Agreement
shall have been authorized for listing on the New York Stock Exchange and the
Chicago Stock Exchange.

   (h) Company shall have received an opinion, dated the Closing Date, of
counsel to Company, substantially to the effect that, for federal income tax
purposes: (i) the Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code; (ii) no gain or loss will
be recognized by the holders of Company Common Stock upon receipt of Wells
Fargo Common Stock except for cash received in lieu of fractional shares; (iii)
the basis of the Wells Fargo Common Stock received by the shareholders of
Company will be the same as the basis of Company Common Stock exchanged
therefor; and (iv) the holding period of the shares of Wells Fargo Common Stock
received by the shareholders of Company will include the holding period of the
Company Common Stock, provided such shares of Company Common Stock were held as
a capital asset as of the Effective Time of the Merger.

   (i) The Registration Statement (as amended or supplemented) shall have
become effective under the Securities Act and shall not be subject to any stop
order, and no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration Statement shall have been initiated and
be continuing, or have been threatened and be unresolved. Wells Fargo shall
have received all state securities law or blue sky authorizations necessary to
carry out the transactions contemplated by this Agreement.

   (j) Since June 30, 1999, no change shall have occurred and no circumstances
shall exist which has had or might reasonably be expected to have a material
adverse effect on the financial conditions, results of operations, business or
prospects of Wells Fargo and the Wells Fargo Subsidiaries taken as a whole
(other than changes in banking laws or regulations, or interpretations thereof,
that affect the banking industry generally or changes in the general level of
interest rates).

                                      A-22
<PAGE>

   7. Conditions Precedent to Obligation of Wells Fargo. The obligation of
Wells Fargo to effect the Merger shall be subject to the satisfaction at or
before the Time of Filing of the following conditions, which may be waived in
writing by Wells Fargo:

   (a) Except as they may be affected by transactions contemplated hereby and
except to the extent such representations and warranties are by their express
provisions made as of a specified date and except for activities or
transactions or events occurring after the date of this Agreement made in the
ordinary course of business and not expressly prohibited by this Agreement, the
representations and warranties contained in paragraph 2 hereof shall be true
and correct in all respects material to Company and the Company Subsidiaries
taken as a whole as if made at the Time of Filing.

   (b) Company shall have, or shall have caused to be, performed and observed
in all material respects all covenants, agreements and conditions hereof to be
performed or observed by it at or before the Time of Filing.

   (c) This Agreement and the Merger Agreement shall have been approved by the
affirmative vote of the holders of the percentage of the outstanding shares of
Company required for approval of a plan of merger in accordance with the
provisions of Company's Articles of Incorporation and the Michigan Business
Corporation Act.

   (d) Wells Fargo shall have received a favorable certificate dated as of the
Effective Date of the Merger signed by the Chairman or President and by the
Secretary or Assistant Secretary of Company, as to the matters set forth in
subparagraphs (a) through (c) of this paragraph 7.

   (e) Wells Fargo shall have received approval by all governmental agencies as
may be required by law of the transactions contemplated by this Agreement and
the Merger Agreement and all waiting and appeal periods prescribed by
applicable law or regulation shall have expired. No approvals, licenses or
consents granted by any regulatory authority shall contain any condition or
requirement relating to Company or any Company Subsidiary that, in the good
faith judgment of Wells Fargo, is unreasonably burdensome to Wells Fargo.

   (f) Company and each Company Subsidiary shall have obtained any and all
material consents or waivers from other parties to loan agreements, leases or
other contracts material to Company's or such subsidiary's business required
for the consummation of the Merger, and Company and each Company Subsidiary
shall have obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation by it of the Merger.

   (g) No court or governmental authority of competent jurisdiction shall have
issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.

   (h) [Intentionally omitted.]

   (i) At any time since the date hereof the total number of shares of Company
Common Stock outstanding and subject to issuance upon exercise (assuming for
this purpose that phantom shares and other share-equivalents constitute Company
Common Stock) of all warrants, options, conversion rights, phantom shares or
other share-equivalents, other than any option held by Wells Fargo, shall not
have exceeded 6,724,894.

   (j) The Registration Statement (as amended or supplemented) shall have
become effective under the Securities Act and shall not be subject to any stop
order, and no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration Statement shall have been initiated and
be continuing, or have been threatened or be unresolved. Wells Fargo shall have
received all state securities law or blue sky authorizations necessary to carry
out the transactions contemplated by this Agreement.

                                      A-23
<PAGE>

   (k) Wells Fargo shall have received from the Chief Executive Officer and
Chief Financial Officer of Company a letter, dated as of the effective date of
the Registration Statement and updated through the date of Closing, in form and
substance satisfactory to Wells Fargo, to the effect that:

     (i) the interim quarterly financial statements of Company included or
  incorporated by reference in the Registration Statement are prepared in
  accordance with generally accepted accounting principles applied on a basis
  consistent with the audited financial statements of Company;

     (ii) the amounts reported in the interim quarterly financial statements
  of Company agree with the general ledger of Company;

     (iii) the annual and quarterly financial statements of Company and the
  Company Subsidiaries included in, or incorporated by reference in, the
  Registration Statement comply as to form in all material respects with the
  applicable accounting requirements of the Securities Act and the published
  rules and regulations thereunder;

     (iv) from the date of the most recent unaudited consolidated financial
  statements of Company and the Company Subsidiaries as may be included in
  the Registration Statement to a date five (5) days prior to the effective
  date of the Registration Statement or five (5) days prior to the Closing,
  there are no increases in long-term debt, changes in the capital stock or
  decreases in stockholders' equity of Company and the Company Subsidiaries,
  except in each case for changes, increases or decreases which the
  Registration Statement discloses have occurred or may occur or which are
  described in such letters. For the same period, there have been no
  decreases in consolidated net interest income, consolidated net interest
  income after provision for credit losses, consolidated income before income
  taxes, consolidated net income and net income per share amounts of Company
  and the Company Subsidiaries, or in income before equity in undistributed
  income of subsidiaries, in each case as compared with the comparable period
  of the preceding year, except in each case for changes, increases or
  decreases which the Registration Statement discloses have occurred or may
  occur or which are described in such letters;

     (v) they have reviewed certain amounts, percentages, numbers of shares
  and financial information which are derived from the general accounting
  records of Company and the Company Subsidiaries, which appear in the
  Registration Statement under the certain captions to be specified by Wells
  Fargo, and have compared certain of such amounts, percentages, numbers and
  financial information with the accounting records of Company and the
  Company Subsidiaries and have found them to be in agreement with financial
  records and analyses prepared by Company included in the annual and
  quarterly financial statements, except as disclosed in such letters.

   (l) Company and the Company Subsidiaries considered as a whole shall not
have sustained since June 30, 1999 any material loss or interference with their
business from any civil disturbance or any fire, explosion, flood or other
calamity, whether or not covered by insurance.

   (m) There shall be no reasonable basis for any proceeding, claim or action
of any nature seeking to impose, or that could result in the imposition on
Company or any Company Subsidiary of, any liability relating to the release of
hazardous substances as defined under any local, state or federal environmental
statute, regulation or ordinance including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as
amended, which has had or could reasonably be expected to have a material
adverse effect upon Company and its subsidiaries taken as a whole.

   (n) Since June 30, 1999, no change shall have occurred and no circumstances
shall exist which has had or might reasonably be expected to have a material
adverse effect on the financial condition, results of operations, business or
prospects of Company and the Company Subsidiaries taken as a whole (other than
changes in banking laws or regulations, or interpretations thereof, that affect
the banking industry generally or changes in the general level of interest
rates).

                                      A-24
<PAGE>

   (o) Company shall be in full compliance with current FFIEC Requirements.
There shall be no feature of Company's data processing, operating or platform
systems that would prevent those systems from continuing to run independently
after December 31, 1999 until such time as a subsequent conversion to Wells
Fargo systems can be completed. Company's computer hardware and software used
in the receipt, transmission, processing, manipulation, storage, retrieval,
retransmission, or other utilization of data or in the operation of mechanical
or electrical systems of any kind will function at least as effectively in all
material respects after December 31, 1999 as in the case of dates or time
periods occurring prior to January 1, 2000.

   (p) Company shall have taken the actions required by paragraph 4(q), and the
Plans and any unexercised options or awards shall have been terminated as of
immediately prior to the Effective Date.

   (q) The employment agreements of even date herewith between Wells Fargo and
the individuals listed on Schedule 7(q) shall be in full force and effect.

   (r) Company shall have taken the actions contemplated by paragraph 4(q).

   (s) [This paragraph 7(s) has been amended and restated in its entirety
pursuant to the Amendment to Agreement and Plan of Reorganization, a copy of
which document appears at the beginning of this Appendix A.] All options to
acquire Company Common Stock granted under the Michigan Financial Corporation
Stock Option Plan that have not been exercised by the date immediately
preceding the Closing Date shall have been terminated in accordance with the
terms of the Michigan Financial Corporation Stock Option Plan.

   8. Employee Benefit Plans. Each person who is an employee of Company or any
Company Subsidiary as of the Effective Date of the Merger ("Company Employees")
shall be eligible for participation in the employee welfare and retirement
plans of Wells Fargo, as in effect from time to time, as follows:

   (a) Employee Welfare Benefit Plans. Each Company Employee shall be eligible
for participation in the employee welfare benefit plans of Wells Fargo listed
below subject to any eligibility requirements applicable to such plans (and not
subject to pre-existing condition exclusions, except with respect to the Wells
Fargo Long Term Disability Plan and the Wells Fargo Long Term Care Plan) and
shall enter each plan no later than the first day of the calendar quarter which
begins at least thirty-two (32) days after the Effective Date of the Merger
("Benefits Conversion Date") (provided, however, that it is Wells Fargo's
intent that the transition from Company's Plans to the Wells Fargo Plans will
be facilitated without gaps in coverage to the participants and without
duplication of costs to Wells Fargo):

     Medical Plan
     Dental Plan
     Vision Plan
     Short Term Disability Plan
     Long Term Disability Plan
     Long Term Care Plan
     Flexible Benefits Plan
     Basic Group Life Insurance Plan
     Group Universal Life Insurance Plan
     Dependent Group Life Insurance Plan
     Business Travel Accident Insurance Plan
     Accidental Death and Dismemberment Plan
     Salary Continuation Pay Plan
     Paid Time Off Program

   For purposes of the foregoing, "Medical Plan" means any medical plan
sponsored by Wells Fargo that is available to similarly situated Wells Fargo
employees. Company Employees shall receive credit for years of service to
Company, the Company Subsidiaries and any predecessors of Company or the
Company Subsidiaries

                                      A-25
<PAGE>

(to the extent credited under the vacation and short-term disability programs
of Company) for the purpose of determining benefits under the Wells Fargo Paid
Time Off Program, Salary Continuation Pay Plan, and Short Term Disability Plan.
No Company Employee who has an employment agreement with Company or any Company
Subsidiary on the date of this Agreement shall be eligible to participate in
the Wells Fargo Salary Continuation Pay Plan.

   (b) Employee Retirement Benefit Plans. Each Company Employee shall be
eligible to participate in the Wells Fargo 401(k) Plan (the "401(k) Plan"),
subject to any eligibility requirements applicable to the 401(k) Plan (with
full credit for years of past service to Company and the Company Subsidiaries
for the purpose of satisfying any eligibility and vesting periods applicable to
the 401(k) Plan), and shall enter the 401(k) Plan no later than the Benefits
Conversion Date.

   Each Company Employee shall be eligible for participation, as a new
employee, in the Wells Fargo Cash Balance Plan pursuant to the terms thereof.

   Each Company Employee shall be eligible for access to Wells Fargo's retiree
medical benefit, subject to any eligibility requirements applicable to such
benefit. Wells Fargo shall recognize years of past service with Company and the
Company Subsidiaries for the purpose of eligibility to access Wells Fargo's
retiree medical benefits.

   9. Termination of Agreement.

   (a) This Agreement may be terminated at any time prior to the Time of
Filing:

     (i) by mutual written consent of the parties hereto;

     (ii) by either of the parties hereto upon written notice to the other
  party if the Merger shall not have been consummated by May 31, 2000 unless
  such failure of consummation shall be due to the failure of the party
  seeking to terminate to perform or observe in all material respects the
  covenants and agreements hereof to be performed or observed by such party,
  provided that subject to the terms and conditions contained in this
  Agreement, the parties hereto agree to use their commercially reasonable
  efforts to consummate the Merger on a mutually acceptable date between
  March 16, 2000 and April 1, 2000; or

     (iii) by Company or Wells Fargo upon written notice to the other party
  if any court or governmental authority of competent jurisdiction shall have
  issued a final order restraining, enjoining or otherwise prohibiting the
  consummation of the transactions contemplated by this Agreement; or

     (iv) by Company, within five (5) business days after the end of the
  Index Measurement Period (as defined in subparagraph (c)(ii) below), if
  both of the following conditions are satisfied:

       (A) the Wells Fargo Measurement Price is less than $35.00; and

       (B) the number obtained by dividing the Wells Fargo Measurement
    Price by the closing price of Wells Fargo Common Stock on the trading
    day immediately preceding the date of this Agreement is less than the
    number obtained by dividing the Final Index Price (as defined in
    subparagraph (c) below) by the Initial Index Price (as defined in
    subparagraph (c) below) and subtracting .15 from such quotient.

   (b) Termination of this Agreement under this paragraph 9 shall not release,
or be construed as so releasing, either party hereto from any liability or
damage to the other party hereto arising out of the breaching party's willful
and material breach of the warranties and representations made by it, or
willful and material failure in performance of any of its covenants,
agreements, duties or obligations arising hereunder, and the obligations under
paragraphs 4(g), 5(h) and 10 shall survive such termination.

   (c) For purposes of this paragraph 9:

     (i) The "Company Market Capitalization" shall mean (A) the price of one
  share of the common stock of a given company at the close of the trading
  day immediately preceding the date of this Agreement

                                      A-26
<PAGE>

  multiplied by (B) the number of shares of common stock of such company
  outstanding as of June 30, 1999 (adjusted for any stock dividend,
  reclassification, recapitalization, exchange of shares or similar
  transaction between June 30, 1999 and the close of the trading day
  immediately preceding the date of this Agreement).

     (ii) The "Index Group" shall mean all of those companies listed on
  Exhibit C the common stock of which is publicly traded and as to which
  there is, during the period of twenty (20) trading days ending on the day
  immediately preceding the meeting of the shareholders of Company held to
  vote on this Agreement and the Merger Agreement (the "Index Measurement
  Period"), no pending publicly announced proposal for such company to be
  acquired, nor has there been any proposal by such company publicly
  announced subsequent to the day before the date of this Agreement to
  acquire another company in exchange for stock where, if the company to be
  acquired were to become a subsidiary of the acquiring company, the company
  to be acquired would be a "significant subsidiary" as defined in Rule 1-02
  of Regulation S-X promulgated by the SEC nor has there been any program
  publicly announced subsequent to the day before the date of this Agreement
  to repurchase 5% or more of the outstanding shares of such company's common
  stock.

     (iii) The "Initial Index Price" shall mean the sum of the following,
  calculated for each of the companies in the Index Group: (A) the closing
  price per share of common stock of each such company on the trading day
  immediately preceding the date of this Agreement multiplied by (B) the
  Weighting Factor (as defined below) for each such company.

     (iv) The "Final Index Price" shall mean the sum of the following,
  calculated for each of the companies in the Index Group: (A) the Final
  Price for each such company multiplied by (B) the Weighting Factor (as
  defined below) for each such company.

     (v) The "Final Price" of any company in the Index Group shall mean the
  average of the daily closing prices of a share of common stock of such
  company, as reported on the consolidated transaction reporting system for
  the market or exchange on which such common stock is principally traded,
  during the Index Measurement Period.

     (vi) The "Total Market Capitalization" shall mean the sum of the Company
  Market Capitalization for each of the companies in the Index Group.

     (vii) The "Weighting Factor" for any given company shall mean the
  Company Market Capitalization for such company divided by the Total Market
  Capitalization.

     (vii) The "Wells Fargo Measurement Price" means the average closing
  price of a share of Wells Fargo Common Stock as reported on the composite
  tape of the New York Stock Exchange during the Index Measurement Period.

   If a Common Stock Adjustment occurs with respect to the shares of Wells
Fargo or any company in the Index Group between the date of this Agreement and
the Company shareholder meeting date, the closing prices for the common stock
of such company shall be appropriately and proportionately adjusted for the
purposes of the definitions above so as to be comparable to what the price
would have been if the record date of the Common Stock Adjustment had been
immediately following the Effective Time of the Merger.

   10. Expenses. All expenses in connection with this Agreement and the
transactions contemplated hereby, including without limitation legal and
accounting fees, incurred by Company and Company Subsidiaries shall be borne by
Company, and all such expenses incurred by Wells Fargo shall be borne by Wells
Fargo.

   11. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, but shall not be assignable by either party hereto without the prior
written consent of the other party hereto.

                                      A-27
<PAGE>

   12. Third Party Beneficiaries. Each party hereto intends that this Agreement
shall not benefit or create any right or cause of action in or on behalf of any
person other than the parties hereto.

   13. Notices. Any notice or other communication provided for herein or given
hereunder to a party hereto shall be in writing and shall be delivered in
person or shall be mailed by first class registered or certified mail, postage
prepaid, addressed as follows:

   If to Wells Fargo:

     Wells Fargo & Company
     MAC #N9305-173
     Sixth and Marquette
     Minneapolis, Minnesota 55479
     Attention: Secretary

   If to Company:

     Michigan Financial Corporation
     101 West Washington Street
     Marquette, Michigan 49855
     Attn: President

   With a copy to:

     Michael W. Puerner, Esq.
     Foster, Swift, Collins & Smith, P.C.
     313 South Washington Square
     Lansing, MI 48933-2193

or to such other address with respect to a party as such party shall notify the
other in writing as above provided.

   14. Complete Agreement. This Agreement and the Merger Agreement contain the
complete agreement between the parties hereto with respect to the Merger and
other transactions contemplated hereby and supersede all prior agreements and
understandings between the parties hereto with respect thereto.

   15. Captions. The captions contained in this Agreement are for convenience
of reference only and do not form a part of this Agreement.

   16. Waiver and Other Action. Either party hereto may, by a signed writing,
give any consent, take any action pursuant to paragraph 9 hereof or otherwise,
or waive any inaccuracies in the representations and warranties by the other
party and compliance by the other party with any of the covenants and
conditions herein.

   17. Amendment. At any time before the Time of Filing, the parties hereto, by
action taken by their respective Boards of Directors or pursuant to authority
delegated by their respective Boards of Directors, may amend this Agreement;
provided, however, that no amendment after approval by the shareholders of
Company shall be made which changes in a manner adverse to such shareholders
the consideration to be provided to said shareholders pursuant to this
Agreement and the Merger Agreement.

   18. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.

                                      A-28
<PAGE>

   19. Non-Survival of Representations and Warranties. No representation or
warranty contained in the Agreement or the Merger Agreement shall survive the
Merger or except as set forth in paragraph 9(b), the termination of this
Agreement. Paragraph 10 shall survive the Merger.

   20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.

           [The rest of this page has intentionally been left blank.]

                                      A-29
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

 WELLS FARGO & COMPANY                    MICHIGAN FINANCIAL CORPORATION


        /s/ John E. Ganoe                         /s/ Howard L. Cohodas
 By: _____________________________        By: _____________________________


        Executive Vice President                  President and Chairman
 Its: ____________________________        Its: ____________________________



            [Signature page to Agreement and Plan of Reorganization]

                                      A-30
<PAGE>

                                                                       EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER
                                    between
                        MICHIGAN FINANCIAL CORPORATION,
                             a Michigan corporation
                          (the surviving corporation)
                                      and
                             WELLS MFC MERGER CO.,
                             a Michigan corporation
                            (the merged corporation)

   This Agreement and Plan of Merger dated as of                      , 2000,
between MICHIGAN FINANCIAL CORPORATION ("MFC"), a Michigan corporation
(hereinafter sometimes called "MFC" and sometimes called the "surviving
corporation"), and WELLS MFC MERGER CO., a Michigan corporation ("Wells MFC
Merger Co.") (said corporations being hereinafter sometimes referred to as the
"constituent corporations").

   WHEREAS, Wells MFC Merger Co., a wholly-owned subsidiary of Wells Fargo &
Company, a Delaware corporation ("Wells Fargo"), was incorporated by
Certificate of Incorporation filed in the office of the Secretary of State of
the State of Michigan on                    , 1999, and said corporation is now
a corporation subject to and governed by the provisions of the Michigan
Business Corporation Act. Wells MFC Merger Co. has authorized capital stock of
            shares, consisting of           shares of common stock, $       par
value per share ("Wells MFC Merger Co. Common Stock"). As of                  ,
2000, there were        shares of Wells MFC Merger Co. Common Stock outstanding
and        shares were held in the treasury; and

   WHEREAS, MFC was incorporated by Certificate of Incorporation filed in the
office of the Secretary of State of the State of Michigan on                ,
19   , and said corporation is now a corporation subject to and governed by the
provisions of the Michigan Business Corporation Act, with authorized capital
stock consisting of            shares, consisting of                shares of
common stock, $       par value per share ("MFC Common Stock"), and
shares of preferred stock ("Preferred Stock"), of which as of
                  , 1999,            shares of MFC Common Stock,         shares
of Preferred Stock were outstanding and          shares of MFC Common Stock
were held in the treasury; and

   WHEREAS, Wells Fargo and MFC are parties to an Agreement and Plan of
Reorganization dated as of November    , 1999 (the "Reorganization Agreement"),
setting forth certain representations, warranties and covenants in connection
with the merger provided for herein;

   WHEREAS, the directors, or a majority of them, of each of the constituent
corporations respectively deem it advisable for the welfare and advantage of
said corporation and for the best interests of the respective shareholders of
said corporations that said corporations merge and that Wells MFC Merger Co. be
merged with and into MFC, with MFC continuing as the surviving corporation, on
the terms and conditions hereinafter set forth in accordance with the
provisions of the Michigan Business Corporation Act, which statute permits such
merger; and

   NOW, THEREFORE, the parties hereto, subject to the approval of the
shareholders of Wells MFC Merger Co. and MFC, in consideration of the premises
and of the mutual covenants and agreements contained herein and of the benefits
to accrue to the parties hereto, have agreed and do hereby agree that Wells MFC
Merger Co. shall be merged with and into MFC pursuant to the laws of the State
of Michigan, and do hereby agree upon, prescribe and set forth the terms and
conditions of the merger of Wells MFC Merger Co. with and into MFC, the mode of
carrying said merger into effect, the manner and basis of exchanging the shares
of MFC Common

                                      A-31
<PAGE>

Stock for shares of common stock, par value $1-2/3 per share, of Wells Fargo
("Wells Fargo Common Stock"), and such other provisions with respect to said
merger as are deemed necessary or desirable, as follows:

   FIRST: At the time of merger, Wells MFC Merger Co. shall be merged with and
into MFC, one of the constituent corporations, which shall be the surviving
corporation, and the separate existence of Wells MFC Merger Co. shall cease and
the name of the surviving corporation shall remain "Michigan Financial
Corporation."

   SECOND: The Articles of Incorporation of MFC at the time of merger shall be
the Articles of Incorporation of the surviving corporation until amended
according to law.

   THIRD: The Bylaws of MFC at the time of merger shall be and remain the
Bylaws of the surviving corporation until amended according to the provisions
of the Articles of Incorporation of the surviving corporation or of said
Bylaws.

   FOURTH: At the time of merger, the following-named persons shall become the
directors of the surviving corporation and shall hold office from the time of
merger until their respective successors are elected and qualify:

                        [To be provided by Wells Fargo]

   FIFTH: At the time of merger, the following named persons shall become the
officers of the surviving corporation and shall hold office from the time of
merger until their respective successors are elected or appointed and qualify:

<TABLE>
<CAPTION>
              Name                                                       Title
              ----                                                       -----
              <S>                                                        <C>

</TABLE>

                        [To be provided by Wells Fargo]

   SIXTH: The manner and basis of converting the shares of MFC Common Stock
shall be as follows:

     1. [To conform to Reorganization Agreement.]

     2. As soon as practicable after the merger becomes effective, each
  holder of a certificate which, prior to the effective time of the merger,
  represented shares of MFC Common Stock outstanding immediately prior to the
  time of merger shall be entitled, upon surrender of such certificate
  representing a share of MFC Common Stock for cancellation to the surviving
  corporation or to Norwest Bank Minnesota, National Association, as the
  designated agent of the surviving corporation (the "Agent"), to receive a
  new certificate representing the number of whole shares of Wells Fargo
  Common Stock to which such holder shall be entitled on the basis set forth
  in paragraph 1 above. Until so surrendered each certificate which,
  immediately prior to the time of merger, represented shares of MFC Common
  Stock shall not be transferable on the books of the surviving corporation
  but shall be deemed to evidence only the right to receive (except for the
  payment of dividends as provided below) the number of whole shares of Wells
  Fargo Common Stock issuable on the basis above set forth; provided,
  however, until the holder of such certificate for MFC Common Stock shall
  have surrendered the same as above set forth, no dividend payable to
  holders of record of Wells Fargo Common Stock as of any date subsequent to
  the effective date of merger shall be paid to such holder with respect to
  the shares of Wells Fargo Common Stock, if any, issuable in connection with
  the merger, but, upon surrender and exchange thereof as herein provided,
  there shall be paid by the surviving corporation or the Agent to the record
  holder of such certificate representing Wells Fargo Common Stock issued in
  exchange therefor an amount with respect to such shares of Wells Fargo
  Common Stock equal to all dividends that shall have been paid or become
  payable to holders of record of Wells Fargo Common Stock between the
  effective date of merger and the date of such exchange.

     3. If, between the date hereof and the time of merger, shares of Wells
  Fargo Common Stock shall be changed into a different number of shares or a
  different class of shares by reason of any reclassification,

                                      A-32
<PAGE>

  recapitalization, split-up, combination, exchange of shares or
  readjustment, or if a stock dividend thereon shall be declared with a
  record date within such period, then the number of shares of Wells Fargo
  Common Stock, if any, into which a share of MFC Common Stock shall be
  exchangeable on the basis above set forth, will be appropriately and
  proportionately adjusted so that the number of such shares of Wells Fargo
  Common Stock into which a share of MFC Common Stock shall be exchanged will
  equal the number of shares of Wells Fargo Common Stock which the holders of
  shares of MFC Common Stock would have received pursuant to such
  reclassification, recapitalization, split-up, combination, exchange of
  shares or readjustment, or stock dividend had the record date therefor been
  immediately following the time of merger.

     4. No fractional shares of Wells Fargo Common Stock and no certificates
  or scrip certificates therefor shall be issued to represent any such
  fractional interest, and any holder of a fractional interest shall be paid
  an amount of cash equal to the product obtained by multiplying the
  fractional share interest to which such holder is entitled by the average
  of the closing prices of a share of Wells Fargo Common Stock as reported by
  the consolidated tape of the New York Stock Exchange for each of the five
  (5) trading days ending on the day immediately preceding the meeting of
  shareholders held to approve the merger.

     5. Each share of Wells MFC Merger Co. Common Stock issued and
  outstanding at the time of merger shall be converted into and exchanged for
  one (1) share of the surviving corporation after the time of merger.

   SEVENTH: The merger provided for by this Agreement shall be effective as
follows:

     1. The effective date of merger shall be the date on which the Articles
  of Merger (as described in subparagraph 1(b) of this Article Seventh) shall
  be delivered to and filed by the Secretary of State of the State of
  Michigan; provided, however, that all of the following actions shall have
  been taken in the following order:

       a. This Agreement shall be approved and adopted on behalf of Wells
    MFC Merger Co. and MFC in accordance with the Michigan Business
    Corporation Act; and

       b. Articles of merger (with this Agreement attached as part thereof)
    with respect to the merger, setting forth the information required by
    the Michigan Business Corporation Act, shall be executed by the
    President or a Vice President of Wells MFC Merger Co. and by the
    Secretary or an Assistant Secretary of Wells MFC Merger Co., and by the
    President or a Vice President of MFC and by the Secretary or an
    Assistant Secretary of MFC, and shall be filed in the Department of
    Consumer and Industry Services of the State of Michigan in accordance
    with the Michigan Business Corporation Act; and

     2. The merger shall become effective as of 12:01 a.m. (the "time of
  merger") on the effective date of merger.

   EIGHTH: At the time of merger:

     1. The separate existence of Wells MFC Merger Co. shall cease, and the
  corporate existence and identity of MFC shall continue as the surviving
  corporation.

     2. The merger shall have the other effects prescribed by Section     of
  the Michigan Business Corporation Act.

   NINTH: The following provisions shall apply with respect to the merger
provided for by this Agreement:

     1. If at any time MFC shall consider or be advised that any further
  assignment or assurance in law or other action is necessary or desirable to
  vest, perfect or confirm in MFC the title to any property or rights of
  Wells MFC Merger Co. acquired or to be acquired as a result of the merger
  provided for herein, the proper officers and directors of MFC and Wells MFC
  Merger Co. may execute and deliver such deeds,

                                     A-33
<PAGE>

  assignments and assurances in law and take such other action as may be
  necessary or proper to vest, perfect or confirm title to such property or
  right in MFC and otherwise carry out the purposes of this Agreement.

     2. For the convenience of the parties and to facilitate the filing of
  this Agreement, any number of counterparts hereof may be executed and each
  such counterpart shall be deemed to be an original instrument.

     3. This Agreement and the legal relations among the parties hereto shall
  be governed by and construed in accordance with the laws of the State of
  Michigan.

     4. This Agreement cannot be altered or amended except pursuant to an
  instrument in writing signed by both of the parties hereto.

     5. At any time prior to the filing of Articles of Merger with the
  Secretary of State of the State of Michigan, this Agreement may be
  terminated in accordance with the terms of the Reorganization Agreement
  upon approval by the Board of Directors of either of the constituent
  corporations notwithstanding the approval of the shareholders of either
  constituent corporation.

     6. MFC will be responsible for the payment of all fees and franchise
  taxes that may be owed by Wells MFC Merger Co. and MFC will be obligated to
  pay such fees and franchise taxes if the same are not timely paid.

           [The rest of this page has been intentionally left blank.]

                                      A-34
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have cause this Agreement and Plan of
Merger to be signed in their respective corporate names by the undersigned
officers and their respective corporate seals to be affixed hereto, pursuant to
authority duly given by their respective Boards of Directors, all as of the day
and year first above written.

                                          WELLS MFC MERGER CO.

                                          By: _________________________________

                                          Its: ________________________________

Attest:
- -------------------------------------
        [Assistant] Secretary




            [Signature page to Agreement and Plan of Merger between
            Michigan Financial Corporation and Wells MFC Merger Co.]

                                      A-35
<PAGE>

                                          MICHIGAN FINANCIAL CORPORATION

                                          By: _________________________________

                                          Its: ________________________________

Attest:
- -------------------------------------
              Secretary



            [Signature page to Agreement and Plan of Merger between
            Michigan Financial Corporation and Wells MFC Merger Co.]

                                      A-36
<PAGE>

                                                                       EXHIBIT B

Wells Fargo & Company
Norwest Center
MAC #N9305-173
Sixth and Marquette
Minneapolis, MN 55479

Attn: Secretary

Gentlemen:

   I have been advised that I might be considered to be an "affiliate," as that
term is defined for purposes of paragraphs (c) and (d) of Rule 145 ("Rule 145")
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act") of Michigan
Financial Corporation, a Michigan corporation ("MFC").

   Pursuant to an Agreement and Plan of Reorganization, dated as of November
  , 1999 (the "Reorganization Agreement") between MFC and Wells Fargo &
Company, a Delaware corporation ("Wells Fargo"), it is contemplated that a
wholly-owned subsidiary of Wells Fargo will merge with and into MFC (the
"Merger") and as a result, I will receive in exchange for each share of Common
Stock, no par value, of MFC ("MFC Common Stock") owned by me immediately prior
to the Effective Time of the Merger (as defined in the Reorganization
Agreement), a number of shares of Common Stock, par value $1-2/3 per share, of
Wells Fargo ("Wells Fargo Common Stock"), as more specifically set forth in the
Reorganization Agreement.

   I hereby agree as follows:

   I will not offer to sell, transfer or otherwise dispose of any of the shares
of Wells Fargo Common Stock issued to me pursuant to the Merger (the "Stock")
except (a) in compliance with the applicable provisions of Rule 145, (b) in a
transaction that is otherwise exempt from the registration requirements of the
Securities Act, or (c) in an offering registered under the Securities Act.

   I consent to the endorsement of the Stock issued to me pursuant to the
Merger with a restrictive legend which will read substantially as follows:

     "The shares represented by this certificate were issued in a transaction
  to which Rule 145 promulgated under the Securities Act of 1933, as amended
  (the "Act"), applies, and may be sold or otherwise transferred only in
  compliance with the limitations of such Rule 145, or upon receipt by Wells
  Fargo & Company of an opinion of counsel reasonably satisfactory to it that
  some other exemption from registration under the Act is available, or
  pursuant to a registration statement under the Act."

   Wells Fargo's transfer agent shall be given an appropriate stop transfer
order and shall not be required to register any attempted transfer of the
shares of the Stock, unless the transfer has been effected in compliance with
the terms of this letter agreement.

   It is understood and agreed that this letter agreement shall terminate and
be of no further force and effect and the restrictive legend set forth above
shall be removed by delivery of substitute certificates without such legend,
and the related stop transfer restrictions shall be lifted forthwith, if (i)
any such shares of Stock shall have been registered under the Securities Act
for sale, transfer or other disposition by me or on my behalf and are sold,
transferred or otherwise disposed of, or (ii) any such shares of Stock are sold
in accordance with the provisions of paragraphs (c), (e), (f) and (g) of Rule
144 promulgated under the Securities Act, or (iii) I am not at the time of such
disposition an affiliate of Wells Fargo and have been the beneficial owner of
the Stock for at least one year (or such other period as may be prescribed
thereunder) and Wells Fargo has filed with the

                                      A-37
<PAGE>

Commission all of the reports it is required to file under the Securities
Exchange Act of 1934, as amended, during the preceding twelve months, or (iv) I
am not and have not been for at least three months an affiliate of Wells Fargo
and have been the beneficial owner of the Stock for at least two years (or such
other period as may be prescribed by the Securities Act, and the rules and
regulations promulgated thereunder), or (v) Wells Fargo shall have received an
opinion of counsel acceptable to Wells Fargo to the effect that the stock
transfer restrictions and the legend are not required.

   I have carefully read this letter agreement and the Reorganization Agreement
and have discussed their requirements and other applicable limitations upon my
ability to offer to sell, transfer or otherwise dispose of shares of MFC Common
Stock, Wells Fargo Common Stock or the Stock, to the extent I felt necessary,
with my counsel or counsel for MFC.

                                          Sincerely,

                                      A-38
<PAGE>

                                   EXHIBIT C

                                   BANK INDEX

Bank of America Corporation
Bank One Corporation
BB&T Corporation
Comerica Incorporated
Fifth Third Bancorp
First Union Corporation
Huntington Bancshares, Inc.
Keycorp
Marshall & Illsley Corporation
Mellon Bank Corporation
National City Corporation
Northern Trust Corporation
PNC Bank Corp.
Regions Financial Corporation
State Street Corporation
Summit Bancorp
SunTrust Banks, Inc.
U.S. Bancorp
Wachovia Corporation


                                      A-39
<PAGE>

                                   APPENDIX B

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

                   OPINION OF MCCONNELL, BUDD & DOWNES, INC.
<PAGE>

                                     DRAFT

                                            Date

The Board of Directors
Michigan Financial Corporation
101 West Washington Avenue
Marquette, MI 48708

The Board of Directors:

   You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of Michigan Financial Corporation ("MFCB") of the
exchange of shares of the common stock of MFCB for 4,418,605 shares of common
stock (subject to adjustment under certain circumstances) of Wells Fargo &
Company ("WFC") in connection with the proposed acquisition of MFCB by WFC
pursuant to an Agreement and Plan of Reorganization dated November 2, 1999 and
amended as of January 25, 2000, (the "Agreement") by and between MFCB and WFC.
Pursuant to the Agreement, a wholly-owned subsidiary of WFC will merge with and
into MFCB, with MFCB being the surviving corporation.

   As is more specifically set forth in the Agreement, upon consummation of the
merger, all outstanding shares of MFCB common stock will be exchanged for
4,418,605 shares of WFC common stock (subject to adjustment under certain
circumstances). The number of shares to be offered in exchange is fixed and
consequently the market value of the consideration to be received by MFCB
shareholders will fluctuate with changes in WFC's stock price. The Agreement
may be terminated under certain conditions prior to the effective time of the
merger by the Board of Directors of either party based on defined criteria.

   McConnell, Budd & Downes, Inc., as part of its investment banking business,
is regularly engaged in the valuation of bank holding companies and banks,
thrift holding companies and thrifts and their securities in connection with
mergers and acquisitions, negotiated underwritings, private placements,
competitive bidding processes, market making as a NASD market maker, secondary
distributions of listed securities and valuations for corporate, estate and
other purposes. Our experience and familiarity with MFCB includes our
participation in the process and negotiations leading up to the proposed merger
with WFC. In the course of our role as financial advisor to MFCB in connection
with the merger, we have received fees for our services and will receive
additional fees contingent on the occurrence of certain defined events. While
the payment of all or a significant portion of fees related to financial
advisory services provided in connection with arm's-length mergers and other
business combination transactions upon consummation of such transactions, as is
the case with this transaction, might be viewed as giving such financial
advisors a financial interest in the successful completion of such
transactions, such compensation arrangements are standard and customary for
transactions of the size and type of this transaction.

   In arriving at our opinion, we have reviewed the Agreement. We have also
reviewed publicly available business, financial and shareholder information
relating to MFCB and its subsidiaries and certain publicly available financial
and shareholder information relating to WFC.

   In connection with the foregoing, we have (i) reviewed MFCB's Annual Reports
to Shareholders, Annual Reports on Form 10-K and related financial information
for the four calendar years ended December 31, 1998 and MFCB's Quarterly Report
on Form 10-Q and related unaudited financial information for the first quarter
of 1999; (ii) reviewed WFC's Annual Reports to Shareholders, Annual Reports on
Form 10-K and related financial information for the three calendar years ended
December 31, 1998 and WFC's Quarterly Report on Form 10-Q and related unaudited
financial information for the first quarter of 1999; (iii) reviewed certain
internal financial information and financial forecasts, relating to the
business, earnings, cash flows, assets and prospects of MFCB furnished to
McConnell, Budd & Downes, Inc. by MFCB; (iv) held discussions with members of
the senior management and board of MFCB concerning the past and current results
of operations

                                      B-1
<PAGE>

of MFCB, its current financial condition and management's opinion of its future
prospects; (v) reviewed the historical record of reported prices, trading
volume and dividend payments for both MFCB and WFC common stock; (vi)
considered the current state of and future prospects for the economy of
Michigan generally and the relevant market areas for MFCB and WFC in
particular; (vii) reviewed specific merger analysis models employed by
McConnell, Budd & Downes, Inc. to evaluate potential business combinations of
financial institutions; (viii) reviewed the reported financial terms of
selected recent business combinations in the banking industry; and (ix)
performed such other studies and analyses as McConnell, Budd & Downes, Inc.
considered appropriate under the circumstances associated with this particular
transaction.

   In the course of our review and analysis we considered, among other things,
such topics as the historical and projected future contributions of recurring
earnings by the parties, the anticipated future earnings per share results for
the parties on both a combined and stand-alone basis, the potential to realize
significant recurring operating expense reductions and the impact thereof on
projected future earnings per share, the relative capitalization and capital
adequacy of each of the parties, the relative asset quality and apparent
adequacy of the reserve for loan losses for each of the parties. We also
considered the composition of deposits and the composition of the loan
portfolio of each of MFCB and WFC. In addition, we considered the historical
trading range, trading pattern and relative market liquidity of the common
shares of each of the parties. In the conduct of our review and analysis we
have relied upon and assumed, without independent verification, the accuracy
and completeness of the financial information provided to us by MFCB and or
otherwise publicly obtainable. In reaching our opinion we have not assumed any
responsibility for the independent verification of such information or any
independent valuation or appraisal of any of the assets or the liabilities of
either MFCB or WFC, nor have we obtained from any other source, any current
appraisals of the assets or liabilities of either MFCB or WFC. We have also
relied on the management of MFCB as to the reasonableness of various financial
and operating forecasts and of the assumptions on which they are based, which
were provided to us for use in our analyses.

   In the course of rendering this opinion, which is being rendered prior to
the receipt of certain required regulatory approvals necessary before
consummation of the merger, we assume that no conditions will be imposed by any
regulatory agency in connection with its approval of the merger that will have
a material adverse effect on the results of operations, the financial condition
or the prospects of WFC following consummation of the merger.

   Based upon and subject to the foregoing, it is our opinion, that as of the
date of this letter, the number of WFC shares to be exchanged for all of the
MFCB shares is fair to the shareholders of MFCB from a financial point of view.

                                            Very truly yours,

                                            McConnell, Budd & Downes, Inc.


                                      B-2
<PAGE>

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Registrant's
Restated Certificate of Incorporation provides for broad indemnification of
directors and officers.

Item 21. Exhibits and Financial Statement Schedules.

    (a) Exhibits. See Exhibit Index.

    (b) Financial Statement Schedules. Not Applicable.

    (c) Report, Opinion or Appraisal. See Exhibits 5.1 and 8.1

Item 22. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a posteffective amendment to this registration statement:

         (i)  To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933.

          (ii)  To reflect in the prospectus any facts or events arising
    after the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) ((S)230.424(b) of this
    chapter) if, in the aggregate, the changes in volume and price
    represent no more than 20% change in the maximum offering price set
    forth in the "Calculation of Registration Fee" table in the effective
    registration statement.

           (iii)  To include any material information with respect to the
    plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the
    registration statement.

       (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such posteffective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a posteffective 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-1
<PAGE>

     (c)  The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

     (d)  The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (e)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 Act and
will be governed by the final adjudication of such issue.

     (f)  The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

     (g)  The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-2
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 January 28, 2000.

                                          WELLS FARGO & COMPANY

                                                 /s/ Richard M. Kovacevich
                                          By: _________________________________
                                                   Richard M. Kovacevich
                                               President and Chief Executive
                                                          Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 28, 2000 by the following
persons in the capacities indicated:


<TABLE>
<S>                                         <C>
         /s/ Richard M. Kovacevich
 __________________________________________ President and Chief Executive Officer
           Richard M. Kovacevich             (Principal Executive Officer)

             /s/ Ross J. Kari
 __________________________________________ Executive Vice President and Chief Financial
                Ross J. Kari                 Officer (Principal Financial Officer)

             /s/ Les L. Quock
 __________________________________________ Senior Vice President and Controller
                Les L. Quock                 (Principal Accounting Officer)

</TABLE>

LES S. BILLER           )      BENJAMIN F. MONTOYA     )
J.A. BLANCHARD III      )      CYNTHIA H. MILLIGAN     )
MICHAEL R. BOWLIN       )      PHILIP J. QUIGLEY       )
EDWARD M. CARSON        )      DONALD B. RICE          )
DAVID A. CHRISTENSEN    )      IAN M. ROLLAND          )
WILLIAM S. DAVILA       )      JUDITH M. RUNSTAD       )       A majority of
SUSAN E. ENGEL          )      SUSAN G. SWENSON        )       the Board of
PAUL HAZEN              )      DANIEL M. TELLEP        )       Directors*
WILLIAM A. HODDER       )      CHANG-LIN TIEN          )
REATHA CLARK KING       )      MICHAEL W. WRIGHT       )
RICHARD M. KOVACEVICH   )      JOHN A. YOUNG           )
RICHARD D. MCCORMICK    )

- --------
*  Richard M. Kovacevich, by signing his name hereto, does hereby sign this
   document on behalf of each of the directors named above pursuant to powers
   of attorney duly executed by such persons.

                                                 /s/ Richard M. Kovacevich
                                          _____________________________________
                                                   Richard M. Kovacevich
                                                     Attorney-in-Fact

                                      II-3
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  2.1    Agreement and Plan of Reorganization, dated as of November 2, 1999,
         and as amended as of January 25, 2000, by and between Michigan
         Financial Corporation and Wells Fargo & Company, included as Appendix
         A to the accompanying proxy statement-prospectus.
  3.1    Restated Certificate of Incorporation, incorporated by reference to
         Exhibit 3(b) to the Registrant's Current Report on Form 8-K dated June
         28, 1993. Certificates of Amendment of Certificate of Incorporation,
         incorporated by reference to Exhibit 3 to the Registrant's Current
         Report on Form 8-K dated July 3, 1995 (authorizing preference stock),
         and Exhibits 3(b) and 3(c) to the Registrant's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 1998 (changing the
         Registrant's name and increasing authorized common and preferred
         stock, respectively).
  3.2    Certificate of Designations for the Registrant's ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 4 to
         the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1994.
  3.3    Certificate of Designations for the Registrant's Cumulative Tracking
         Preferred Stock, incorporated by reference to Exhibit 3 to the
         Registrant's Current Report on Form 8-K dated January 9, 1995.
  3.4    Certificate of Designations for the Registrant's 1995 ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 4 to
         the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1995.
  3.5    Certificate Eliminating the Certificate of Designations for the
         Registrant's Cumulative Convertible Preferred Stock, Series B,
         incorporated by reference to Exhibit 3(a) to the Registrant's Current
         Report on Form 8-K dated November 1, 1995.
  3.6    Certificate Eliminating the Certificate of Designations for the
         Registrant's 10.24% Cumulative Preferred Stock, incorporated by
         reference to Exhibit 3 to the Registrant's Current Report on Form 8-K
         dated February 20, 1996.
  3.7    Certificate of Designations for the Registrant's 1996 ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 3 to
         the Registrant's Current Report on Form 8-K dated February 26, 1996.
  3.8    Certificate of Designations for the Registrant's 1997 ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 3 to
         the Registrant's Current Report on Form 8-K dated April 14, 1997.
  3.9    Certificate of Designations for the Registrant's 1998 ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 3 to
         the Registrant's Current Report on Form 8-K dated April 20, 1998.
  3.10   Certificate of Designations for the Registrant's Adjustable Cumulative
         Preferred Stock, Series B, incorporated by reference to Exhibit 3(j)
         to the Registrant's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1998.
  3.11   Certificate of Designations for the Registrant's Fixed/Adjustable Rate
         Noncumulative Preferred Stock, Series H, incorporated by reference to
         Exhibit 3(k) to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1998.
  3.12   Certificate of Designations for the Registrant's Series C Junior
         Participating Preferred Stock, incorporated by reference to Exhibit
         3(l) to the Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1998.
  3.13   Certificate Eliminating the Certificate of Designations for the
         Registrant's Series A Junior Participating Preferred Stock,
         incorporated by reference to Exhibit 3(a) to the Registrant's Current
         Report on Form 8-K dated April 21, 1999.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
   3.14  Certificate of Designations for the Registrant's 1999 ESOP Cumulative
         Convertible Preferred Stock, incorporated by reference to Exhibit 3(b)
         to the Registrant's Current Report on Form 8-K dated April 21, 1999.
   3.15  By-Laws, incorporated by reference to Exhibit 3(m) to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1998.
   4.1   See Exhibits 3.1 through 3.15.
   4.2   Rights Agreement, dated as of October 21, 1998, between the Registrant
         and ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
         incorporated by reference to Exhibit 4.1 to the Registrant's
         Registration Statement on Form 8-A dated October 21, 1998.
   5.1   Opinion of Stanley S. Stroup as to the legality of the shares to be
         issued (including consent).
   8.1   Opinion of Foster, Swift, Collins & Smith, P.C. regarding the U.S.
         federal income tax consequences of the merger (including consent).
  23.1   Consent of Stanley S. Stroup (included in Exhibit 5.1).
  23.2   Consent of KPMG LLP relating to the audited financial statements of
         Wells Fargo & Company.
  23.3   Consent of Crowe, Chizek & Company LLP relating to the audited
         financial statements of Michigan Financial Corporation.
  23.4   Consent of Foster, Swift, Collins & Smith, P.C. regarding its tax
         opinion (included in Exhibit 8.1).
  24.1   Powers of Attorney.
  99.1   Form of proxy for special meeting of shareholders of Michigan
         Financial Corporation.
  99.2   Consent of McConnell, Budd & Downes, Inc. relating to Michigan
         Financial Corporation.
</TABLE>

<PAGE>

                                                                     Exhibit 5.1



                        [LETTERHEAD OF STANLEY S. STROUP
                      EXECUTIVE VICE PRESIDENT AND GENERAL
                        COUNSEL OF WELLS FARGO & COMPANY]


January 28, 2000



Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of a maximum of 5,500,000 shares of common stock, par value $1-2/3
per share, of Wells Fargo & Company, a Delaware corporation (the "Company"), and
associated preferred stock purchase rights (such shares and rights collectively
referred to as the "Shares"), which are proposed to be issued by the Company in
connection with the merger (the "Merger") of a wholly-owned subsidiary of the
Company with Michigan Financial Corporation, I have examined such corporate
records and other documents, including the registration statement on Form S-4
relating to the Shares, and have reviewed such matters of law as I have deemed
necessary for this opinion, and I advise you that in my opinion:

     1.   The Company is a corporation duly organized and existing under the
          laws of the state of Delaware.

     2.   All necessary corporate action on the part of the Company has been
          taken to authorize the issuance of the Shares in connection with the
          Merger, and when issued as described in the registration statement,
          the Shares will be legally and validly issued, fully paid and
          nonassessable.

I consent to the filing of this opinion as an exhibit to the registration
statement.

Sincerely,

/s/ Stanley S. Stroup

<PAGE>

                                                                     Exhibit 8.1



              [LETTERHEAD OF FOSTER, SWIFT, COLLINS & SMITH, P.C.]





January 28, 2000



PERSONAL AND CONFIDENTIAL

Board of Directors
Michigan Financial Corporation
101 West Washington Street
Drawer 10
Marquette, Michigan 49855

Gentlemen:

Re:   Certain Federal Income Tax Consequences of the Acquisition of
      Michigan Financial Corporation by Wells Fargo & Company

You have requested that we render an opinion with respect to certain federal
income tax consequences of the Agreement and Plan of Reorganization dated as of
November 2, 1999 and as amended as of January 25, 2000 (as amended, the
"Agreement"), by and between Wells Fargo & Company, a Delaware corporation
("Wells Fargo"), and Michigan Financial Corporation, a Michigan corporation (the
"Company"). Unless otherwise defined in this letter, terms defined in the
Agreement are used herein as defined therein.

We understand that, pursuant to the Agreement and subject to the terms and
conditions set forth therein, a wholly owned subsidiary of Wells Fargo will be
merged with and into the Company, with the Company being the surviving
corporation, and each share of Company Common Stock issued and outstanding
immediately prior to the Closing Date will, by virtue of the Merger, be
converted at the Closing Date into and exchanged for the number of shares of
Wells Fargo Common Stock set forth in the Agreement.

We have considered such factual matters and have made such inquiries as we have
deemed appropriate to render the opinions set forth below. In addition, we have
reviewed copies of (i) the Form S-4 Registration Statement, dated January 28,
2000, under the Securities Act of 1933 relating to the Merger (the "Registration
Statement"); (ii) the Agreement; and (iii) the Merger Agreement, as such
documents have been amended. We also have reviewed originals, or copies
<PAGE>

certified or otherwise identified to our satisfaction, of such other documents
and certificates as we have deemed appropriate to render the opinions hereafter
expressed (the "Documents"). In our examination, we have assumed the proper
execution, delivery and authenticity of original documents, the accuracy of
copies, the genuineness of signatures and the capacity of each party to execute
each executed document. We also have examined such matters of law, including the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations (the "Regulations"), and judicial and administrative
decisions, rulings and interpretations thereof currently in effect, as we have
deemed appropriate as a basis for our opinions set forth below. All section
references herein are to the Code unless stated otherwise.

Our opinions assume and are conditioned upon the current and continued accuracy
of the factual matters we have considered, including the recitals, agreements,
representations and warranties contained in or made pursuant to the Documents,
which include the certificates of certain officers of Wells Fargo and the
Company, copies of which certificates are incorporated herein by reference and
attached hereto as Exhibits A and B, respectively (the "Certificates"). Our
opinions also assume that the Merger will be carried out in a manner consistent
with the representations set forth in the Certificates and consummated in
accordance with the terms of the Agreement and the Merger Agreement. We have not
independently verified the factual matters set forth in the Documents, including
the Certificates, nor have we conducted any investigation to verify the accuracy
or completeness of any information reviewed or considered by us for purposes of
our opinion. We do not consider it possible or practicable to opine on issues
that are factual rather than legal in nature.

Our opinions also are subject to and conditioned upon the current and continued
accuracy of the following assumptions:

     1. The fair market value of the Wells Fargo Common Stock (including any
fractional share interest) and any other consideration received by a Company
shareholder in exchange for Company Common Stock will be approximately equal to
the fair market value of the Company Common Stock surrendered in the exchange.

     2. There is no present plan or intention by Company shareholders to sell,
exchange, or otherwise dispose of a number of shares of Wells Fargo Common Stock
received in the Merger that would reduce the Company shareholders' ownership of
Wells Fargo Common Stock to a number of shares having a value, as of the date of
the Merger, of less than 50% of the value of all of the formerly outstanding
Company Common Stock as of the same date. For this purpose, shares of Company
Common Stock exchanged for cash in lieu of fractional shares of Company Common
Stock are treated as outstanding Company Common Stock on the date of the Merger.
Moreover, shares of Company Common Stock and shares of Wells Fargo Common Stock
held by Company shareholders and otherwise sold, redeemed, or disposed of prior
or subsequent to (and in connection with) the Merger are considered in making
the above determination.

     3. Wells Fargo has no plan or intention to reacquire any of its stock
issued in the Merger. However, Wells Fargo has an ongoing stock repurchase
program for Wells Fargo Common Stock. The Wells Fargo repurchase program was
created by action of the Wells Fargo Board of Directors and publicly announced
on September 30, 1999. The program authorizes the
<PAGE>

repurchase of up to 82 million shares of Wells Fargo Common Stock. As of June
30, 1999, Wells Fargo had approximately 1.65 billion shares of Common Stock
outstanding. The program is designed to help Wells Fargo meet common stock
issuance requirements for Wells Fargo's employee benefit plans and conversion of
convertible securities, and other company purposes, including acquisitions
accounted for as purchases and for managing the company capital position.

          (i) Wells Fargo intends that all stock repurchases made pursuant to
     this stock repurchase program, or any other future stock repurchase program
     adopted by Wells Fargo, (a) shall be undertaken for a corporate business
     purpose, (b) shall be made in the open market for stock of Wells Fargo
     which is widely held and publicly traded, except that Wells Fargo may
     acquire stock in privately negotiated trades made directly with an entity
     that is not known to Wells Fargo to have acquired such stock in the Merger,
     and any redemptions or repurchases of stock issued in the Merger that occur
     shall be incidental to the operation of such stock repurchase plan, and (c)
     shall be limited to, in the aggregate, a small percentage of Wells Fargo
     Common Stock outstanding at the time of the redemption or repurchase.

          (ii) Any repurchases by Wells Fargo of Wells Fargo Common Stock on the
     open market at the same time that a former Company shareholder may be
     selling such stock on the open market would be purely coincidental.

          (iii) Wells Fargo's program to repurchase Wells Fargo Common Stock
     subsequent to the Merger will not be undertaken at the request of the
     Company or Company shareholders, and actual repurchases by Wells Fargo of
     Wells Fargo common stock following the Merger will not be made at the
     request of the Company or Company shareholders.

     4. Wells Fargo has no plan or intention to (i) liquidate the Company, (ii)
cause the Company to merge into another corporation, (iii) sell or otherwise
dispose of any stock of the Company, except for transfers permitted under
ss.368(a)(2)(C) of the Code or ss.1.368-2(k)(2) of the Regulations, or (iv) sell
or otherwise dispose of, or cause the Company to sell or otherwise to dispose
of, any of the Company's assets, except for (a) dispositions made in the
ordinary course of business, (b) transfers permitted under ss.368(a)(2)(C) of
the Code or ss.1.368-2(k)(2) of the Regulations, or (c) transfers or
dispositions that do not violate the "substantially all" requirement described
in ss.368(a)(2)(E)(i) of the Code.

     5. The liabilities of the Company that will be assumed by Wells Fargo and
the liabilities to which the transferred assets of the Company are subject (i)
were, or will have been, incurred by the Company in the ordinary course of
business, and (ii) will be assumed and acquired for a bona fide business purpose
and not for the principal purpose of avoiding federal income tax in connection
with the Merger.

     6. Following the Merger, Wells Fargo will continue the historic business of
the Company or use a significant portion of the historic business assets of the
Company in a business. The Merger is being undertaken for reasons germane to the
continuance of the business of the Company and Wells Fargo, and the Merger
serves a genuine and legitimate corporate business purpose.
<PAGE>

     7. Wells Fargo, the Company and the Company shareholders will pay their
respective expenses, if any, incurred in connection with the Merger. Wells Fargo
will make payments for fractional shares.

     8. There is no intercorporate indebtedness existing between Wells Fargo and
the Company that was issued, acquired or will be settled at a discount.

     9. No parties to the Merger are investment companies as defined
inss.368(a)(2)(F)(iii) and (iv) of the Code.

     10. The Company is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of ss.368(a)(3)(A) of the Code.

     11. None of the compensation received by any shareholder-employee of the
Company will be separate consideration for, or allocable to, any shares of
Company Common Stock; none of the shares of Wells Fargo Common Stock received by
any shareholder-employee will be separate consideration for, or allocable to,
any employment agreement; and the compensation paid to any shareholder-employee
will be for services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's-length for similar services.

     12. The payment of cash in lieu of fractional shares of Wells Fargo Common
Stock is solely for the purpose of avoiding the expense and inconvenience to
Wells Fargo of issuing fractional shares and does not represent separately
bargained-for consideration. With the possible exception of Company shareholders
who hold their shares under different names or in separate accounts or otherwise
submit multiple letters of transmittal, the total cash received by a Company
shareholder in lieu of fractional share interests of Wells Fargo will not exceed
the Average Closing Price of one full share of Wells Fargo Common Stock.

     13. The subsidiaries of the Company have no plan or intention to sell or
otherwise dispose of any of their assets, except for dispositions made in the
ordinary course of business.

     14. No Company shareholder is a non-resident alien or foreign entity.

     15. The Company has not filed, and holds no assets subject to, a consent
underss.341(f) of the Code and the Regulations thereunder.

Based solely on the information contained in the Agreement and Merger Agreement
and our analysis and examination of applicable federal income tax laws, rulings,
regulations and judicial precedents, and subject to the current and continued
accuracy of the Certificates and the foregoing assumptions, it is our opinion
that:

     1. The Merger will be a reorganization within the meaning ofss.368(a)(1)(A)
andss.368(a)(2)(E) of the Code. The Company, Wells MFC Merger Co., and Wells
Fargo each will be a "party to a reorganization" within the meaning ofss.368(b)
of the Code.
<PAGE>

     2. No gain or loss will be recognized to those Company shareholders who
receive solely Wells Fargo Common Stock in exchange for their shares of Company
Common Stock.ss.354(a)(1) of the Code.

     3. The payment of cash in lieu of fractional share interests of Wells Fargo
Common Stock will be treated as if the fractional shares were distributed as
part of the Merger and then redeemed by Wells Fargo. These cash payments will be
treated as having been received as distributions in full payment in exchange for
Wells Fargo Common Stock as provided inss.302(a) of the Code. Rev. Rul. 66-365,
1966-2 C.B. 116.

     4. The basis of the Wells Fargo Common Stock received by Company
shareholders in the Merger (including any fractional share interests to which
they may be entitled) will be the same as the basis of the Company Common Stock
surrendered in exchange therefor. ss.358(a)(1) of the Code.

     5. The holding period of the shares of Wells Fargo Common Stock received by
the Company shareholders (including any fractional share interests to which they
may be entitled) will include the period during which the Company Common Stock
surrendered in exchange therefor was held, provided that the Company Common
Stock surrendered is held as a capital asset on the date of the Merger.
ss.1223(1) of the Code.

An opinion of legal counsel represents an expression of legal counsel's
professional judgment regarding the subject matter of the opinion and, unlike
private letter rulings issued by the Internal Revenue Service (the "Service"),
is not binding and has no official status of any kind. We therefore must advise
you that there can be no assurance or guaranty given that the Service will not
take a position contrary to the opinions expressed herein or the representations
set forth in the Certificates, or that, if the Service took such a position, it
would not be sustained by the courts.

The opinions expressed herein are rendered as of the date hereof and are based
on the Code, proposed and finalized Regulations, and judicial and administrative
decisions, rulings and interpretations, all of which are subject to change with
no assurance that changes will not be made retroactively.

No opinion is expressed about the tax treatment of the proposed transactions
under other provisions of the Code or Regulations or about the tax treatment of
any conditions existing at the time of, or effects resulting from, the proposed
transactions that are not specifically covered by the opinions set forth above.
This opinion does not discuss all potentially relevant federal income tax
matters, consequences to shareholders subject to special treatment, or
consequences to any shareholders who acquired their Company Common Stock through
the exercise of employee stock options or otherwise as compensation.

This opinion is for the sole use of the Company's Board of Directors in
connection with the Agreement and may not be relied upon by any other individual
or entity for any purpose.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the heading "Opinions" in the
Registration Statement.
<PAGE>

Very truly yours,



/s/ FOSTER, SWIFT, COLLINS & SMITH, P.C.
<PAGE>

                                                                       EXHIBIT A

                              WELLS FARGO & COMPANY
                                   CERTIFICATE


     This Certificate is delivered to Foster, Swift, Collins & Smith, P.C. in
connection with the tax opinions of counsel to be rendered with respect to
certain federal income tax consequences of the Agreement and Plan of
Reorganization dated as of November 2, 1999 and as amended as of January 25,
2000 (as amended, the "Agreement"), by and between Wells Fargo & Company, a
Delaware corporation ("Wells Fargo"), and Michigan Financial Corporation, a
Michigan corporation (the "Company"). The undersigned understand that this
Certificate will be relied upon by Foster, Swift, Collins & Smith, P.C. in
rendering such tax opinions. Unless otherwise defined in this Certificate, terms
defined in the Agreement are used herein as defined therein. The undersigned
HEREBY REPRESENT AND CERTIFY as follows:

     1. Wells Fargo has no plan or intention to reacquire any of its stock
issued in the Merger. However, Wells Fargo has an ongoing stock repurchase
program for Wells Fargo Common Stock. The Wells Fargo repurchase program was
created by action of the Wells Fargo Board of Directors and publicly announced
on September 30, 1999. The program authorizes the repurchase of up to 82 million
shares of Wells Fargo Common Stock. As of June 30, 1999, Wells Fargo had
approximately 1.65 billion shares of Common Stock outstanding. The program is
designed to help Wells Fargo meet common stock issuance requirements for Wells
Fargo's employee benefit plans and conversion of convertible securities, and
other company purposes, including acquisitions accounted for as purchases and
for managing the company capital position.

          (i) Wells Fargo intends that all stock repurchases made pursuant to
     this stock repurchase program, or any other future stock repurchase program
     adopted by Wells Fargo, (a) shall be undertaken for a corporate business
     purpose, (b) shall be made in the open market for stock of Wells Fargo
     which is widely held and publicly traded, except that Wells Fargo may
     acquire stock in privately negotiated trades made directly with an entity
     that is not known to Wells Fargo to have acquired such stock in the Merger,
     and any redemptions or repurchases of stock issued in the Merger that occur
     shall be incidental to the operation of such stock repurchase plan, and (c)
     shall be limited to, in the aggregate, a small percentage of Wells Fargo
     Common Stock outstanding at the time of the redemption or repurchase.

          (ii) Any repurchases by Wells Fargo of Wells Fargo Common Stock on the
     open market at the same time that a former Company shareholder may be
     selling such stock on the open market would be purely coincidental.

          (iii) Wells Fargo's program to repurchase Wells Fargo Common Stock
     subsequent to the Merger will not be undertaken at the request of the
     Company or Company shareholders, and actual repurchases by Wells Fargo of
     Wells Fargo common stock following the Merger will not be made at the
     request of the Company or Company shareholders.
<PAGE>

     2. Wells Fargo has no plan or intention to (i) liquidate the Company, (ii)
cause the Company to merge into another corporation, (iii) sell or otherwise
dispose of any stock of the Company, except for transfers permitted under
ss.368(a)(2)(C) of the Code or ss.1.368-2(k)(2) of the Regulations, or (iv) sell
or otherwise dispose of, or cause the Company to sell or otherwise to dispose
of, any of the assets of the Company, except for (a) dispositions made in the
ordinary course of business, (b) transfers permitted under ss.368(a)(2)(C) of
the Code or ss.1.368-2(k)(2) of the Regulations, or (c) transfers or
dispositions that do not violate the "substantially all" requirement described
in ss.368(a)(2)(E)(i) of the Code.

     3. Following the Merger, Wells Fargo will continue the historic business of
the Company or use a significant portion of the historic business assets of the
Company in a business. The Merger is being undertaken for reasons germane to the
continuance of the business of the Company and Wells Fargo, and the Merger
serves a genuine and legitimate corporate business purpose.

     4. Wells Fargo, the Company and the Company shareholders will pay their
respective expenses, if any, incurred in connection with the Merger. Wells Fargo
will make payments for fractional shares.

     5. There is no intercorporate indebtedness existing between Wells Fargo and
the Company that was issued, acquired or will be settled at a discount.

     6. No parties to the Merger are investment companies as defined
inss.368(a)(2)(F)(iii) and (iv) of the Code.

     7. The payment of cash in lieu of fractional shares of Wells Fargo Common
Stock is solely for the purpose of avoiding the expense and inconvenience to
Wells Fargo of issuing fractional shares and does not represent separately
bargained-for consideration. With the possible exception of Company shareholders
who hold their shares under different names or in separate accounts or otherwise
submit multiple letters of transmittal, the total cash received by a Company
shareholder in lieu of fractional share interests of Wells Fargo will not exceed
the Average Closing Price of one full share of Wells Fargo Common Stock.

     All of the representations of the undersigned set forth in this Certificate
are true and correct and will be true and correct on the Closing Date as if made
on the Closing Date, except as otherwise disclosed in writing, by the
undersigned, to Foster, Swift, Collins & Smith, P.C. prior to the Closing.

Dated: January 26, 2000    WELLS FARGO & COMPANY


                     By: /s/ John E. Ganoe
                         -----------------------------

                     Its: Executive Vice President
                          -----------------------------
<PAGE>

                                                                       EXHIBIT B

                         MICHIGAN FINANCIAL CORPORATION
                                   CERTIFICATE


     This Certificate is delivered to Foster, Swift, Collins & Smith, P.C. in
connection with the tax opinions of counsel to be rendered with respect to
certain federal income tax consequences of the Agreement and Plan of
Reorganization dated as of November 2, 1999 and as amended as of January 25,
2000 (the "Agreement"), by and between Wells Fargo & Company, a Delaware
corporation ("Wells Fargo"), and Michigan Financial Corporation, a Michigan
corporation (the "Company"). The undersigned understand that this Certificate
will be relied upon by Foster, Swift, Collins & Smith, P.C. in rendering such
tax opinions. Unless otherwise defined in this Certificate, terms defined in the
Agreement are used herein as defined therein. The undersigned, Howard L.
Cohodas, is the Chairman and President of the Company. The undersigned HEREBY
REPRESENT AND CERTIFY as follows:

     1. The fair market value of the Company Common Stock (including any
fractional share interest) and any other consideration received by a Company
shareholder in exchange for Company Common Stock will be approximately equal to
the fair market value of the Company Common Stock surrendered in the exchange.

     2. The undersigned know of no present plan or intention by Company
shareholders to sell, exchange, or otherwise dispose of a number of shares of
Wells Fargo Common Stock received in the Merger that would reduce the Company
shareholders' ownership of Wells Fargo Common Stock to a number of shares having
a value, as of the date of the Merger, of less than 50% of the value of all of
the formerly outstanding Company Common Stock as of the same date. For this
purpose, shares of Company Common Stock exchanged for cash in lieu of fractional
shares of Company Common Stock are treated as outstanding Company Common Stock
on the date of the Merger. Moreover, shares of Company Common Stock and shares
of Wells Fargo Common Stock held by Company shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to (and in connection with) the
Merger are considered in making the above determination.

     3. The undersigned knows of no plan or intention on the part of Wells Fargo
to reacquire any of its stock issued in the Merger.

     4. The undersigned knows of no plan or intention on the part of Wells Fargo
to (i) liquidate the Company, (ii) cause the Company to merge into another
corporation, (iii) sell or otherwise dispose of any stock of the Company, or
(iv) sell or otherwise dispose of, or cause the Company to sell or otherwise
dispose of, any of the assets of the Company, except for dispositions made in
the ordinary course of business.

     5. The liabilities of the Company that will be assumed by Wells Fargo and
the liabilities to which the transferred assets of the Company are subject (i)
were, or will have been, incurred by the Company in the ordinary course of
business, and (ii) will be assumed and acquired for a bona
<PAGE>

fide business purpose and not for the principal purpose of avoiding federal
income tax in connection with the Merger.

     6. To the best knowledge of the undersigned, following the Merger, Wells
Fargo will continue the historic business of the Company or use a significant
portion of the historic business assets of the Company in a business. The Merger
is being undertaken for reasons germane to the continuance of the business of
the Company and Wells Fargo, and the Merger serves a genuine and legitimate
corporate business purpose.

     7. Wells Fargo, the Company and the Company shareholders will pay their
respective expenses, if any, incurred in connection with the Merger. Wells Fargo
will make payments for fractional shares.

     8. There is no intercorporate indebtedness existing between Wells Fargo and
the Company that was issued, acquired or will be settled at a discount.

     9. No parties to the Merger are investment companies as defined
inss.368(a)(2)(F)(iii) and (iv) of the Code.

     10. The Company is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of ss.368(a)(3)(A) of the Code.

     11. None of the compensation received by any shareholder-employee of the
Company will be separate consideration for, or allocable to, any shares of
Company Common Stock; none of the shares of Wells Fargo Common Stock received by
any shareholder-employee will be separate consideration for, or allocable to,
any employment agreement; and the compensation paid to any shareholder-employee
will be for services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's-length for similar services.

     12. With the possible exception of Company shareholders who hold their
shares under different names or in separate accounts or otherwise submit
multiple letters of transmittal, the total cash received by a Company
shareholder in lieu of fractional share interests of Wells Fargo will not exceed
the Average Closing Price of one full share of Wells Fargo Common Stock.

     13. The Company has no plan or intention to sell or otherwise dispose of
any of its assets, except for dispositions made in the ordinary course of
business.

     14. No Company shareholder is a nonresident alien or foreign entity.

     15. The Company has not filed, and holds no assets subject to, a consent
underss.341(f) of the Code and the Regulations thereunder.

     All of the representations of the undersigned set forth in this Certificate
are true and correct and will be true and correct on the Closing Date as if made
on the Closing Date, except as otherwise disclosed in writing, by any one or all
of the undersigned, to Foster, Swift, Collins & Smith, P.C. prior to the
Closing.

<PAGE>

                               MICHIGAN FINANCIAL CORPORATION


                               By: /s/ Howard L. Cohodas
                                   -----------------------------
                                   Howard L. Cohodas
                                   Its Chairman and President


<PAGE>

                                                                    Exhibit 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
of Wells Fargo & Company

We consent to the incorporation by reference in the proxy statement-prospectus
included in this Registration Statement on Form S-4 of Wells Fargo & Company
related to the acquisition of Michigan Financial Corporation of our report dated
January 19, 1999, with respect to the consolidated balance sheet of Wells Fargo
& Company and Subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1998, and to the reference to our firm under the
heading "Experts" in the proxy statement-prospectus.


/s/ KPMG LLP

San Francisco, California
January 28, 2000

<PAGE>

                                                                    Exhibit 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference, in this Registration Statement of
Wells Fargo & Company on Form S-4, of our report, dated January 15, 1999, except
for Note M, as to which the date is January 22, 1999, on the consolidated
financial statements of Michigan Financial Corporation and subsidiaries as of
December 31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998, incorporated by reference in Michigan Financial Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998.

/s/ Crowe, Chizek & Company LLP


Grand Rapids, Michigan
January 26, 2000

<PAGE>

                                                                    Exhibit 24.1

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES BILLER, RODNEY L.
JACOBS, STANLEY S. STROUP, AND LAUREL A. HOLSCHUH, and each or any one of them,
the undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Company to
a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of up to 5,500,000 shares of Common Stock of the Company and any preferred stock
purchase rights associated with such shares, adjusted for any change in the
number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits, or stock dividends occurring after the date hereof, which
may be issued in connection with the acquisition by the Company of Michigan
Financial Corporation and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 27th day of July, 1999.


/s/ Les S. Biller                           /s/ Richard D. McCormick
/s/ J. A. Blanchard III                     /s/ Cynthia H. Milligan
/s/ Michael R. Bowlin                       /s/ Benjamin F. Montoya
/s/ Edward M. Carson                        /s/ Philip J. Quigley
/s/ David A. Christensen                    /s/ Donald B. Rice
/s/ William S. Davila                       /s/ Ian M. Rolland
/s/ Susan E. Engel                          /s/ Judith M. Runstad
/s/ Paul Hazen                              /s/ Susan G. Swenson
/s/ William A. Hodder                       /s/ Daniel M. Tellep
                                            /s/ Chang-Lin Tien
/s/ Reatha Clark King                       /s/ Michael W. Wright
/s/ Richard M. Kovacevich                   /s/ John A. Young

<PAGE>

                                                                    Exhibit 99.1

                      Form of Proxy for Special Meeting of
                 Shareholders of Michigan Financial Corporation

                         MICHIGAN FINANCIAL CORPORATION
                                 [LOGO OF MFC]

Dear Stockholder:

     On the reverse side of this card are instructions on how to vote your
Michigan Financial Corporation shares by telephone or over the Internet. Please
consider voting by telephone or over the Internet. Your vote is recorded as if
you mailed in your proxy card. We believe voting this way is convenient and
efficient.

     Thank you for your attention to these matters.

MICHIGAN FINANCIAL CORPORATION


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


[LOGO OF MFC]
Michigan Financial Corporation
101 West Washington Street
Marquette, Michigan 49855                                                  Proxy


This proxy is solicited by the Board of Directors for use at the Special Meeting
on March 15, 2000.

The shares of stock held on record by you on February 5, 2000 will be voted as
you specify on the reverse.

By signing the proxy, you revoke all prior proxies and appoint James F.
Duranceau, Ronald P. Maki, and Linda Olgren, and each of them, with full power
of substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Special Meeting and all
adjournments.







                      See reverse for voting instructions.




                                           -------------------------------------
                                           COMPANY #
                                           CONTROL #
                                           -------------------------------------

There are three ways to vote your Proxy

Your telephone or Internet vote authorizes the Named Proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK ... EASY ... IMMEDIATE
o    Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
     week.
o    You will be prompted to enter your 3-digit Company Number and your 7-digit
     Control Number which are located above.
o    Follow the simple instructions the Voice provides you.

VOTE BY INTERNET -- http://www.eproxy.com/mfcb/ -- QUICK ... EASY ... IMMEDIATE
o    Use the Internet to vote your proxy 24 hours a day, 7 days a week.
o    You will be prompted to enter your 3-digit Company Number and your 7-digit
     Control Number which are located above to obtain your records and create an
     electronic ballot.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Michigan Financial Corporation, c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.





      If you vote by Phone or Internet, please do not mail your Proxy Card

                               Please detach here
- --------------------------------------------------------------------------------



              The Board of Directors Recommends a Vote FOR Item 1.

1.   To approve the Agreement and Plan of Reorganization, dated as of November
     2, 1999 and as amended as of January 25, 2000 (as amended, the "Merger
     Agreement"), by and between Michigan Financial Corporation and Wells Fargo
     & Company, pursuant to which, among other things, a wholly-owned subsidiary
     of Wells Fargo & Company will merge with and into Michigan Financial
     Corporation (the "Merger") upon the terms and subject to the conditions set
     forth in the Merger Agreement, a copy of which is included as Appendix A in
     the accompanying Proxy Statement-Prospectus; and to authorize such further
     action by the Board of Directors and officers of Michigan Financial
     Corporation as may be necessary or appropriate to carry out the intent and
     purposes of the Merger.
                                   [_] For   [_] Against   [_] Abstain

2.   The Proxies are also authorized to vote upon such other business as may
     properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE PROPOSAL.

Address Change? Mark Box   [_]
Indicate changes below:                                     Date________________





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



                                           -------------------------------------
                                           Signature(s) in Box

                                           Please sign exactly as your name(s)
                                           appear on Proxy. If held in joint
                                           tenancy, all persons must sign.
                                           Trustees, adminis-trators, etc.,
                                           should include title and authority.
                                           Corporations should provide full
                                           name or corporation and title of
                                           authorized officer signing the proxy.

<PAGE>

                                                                    Exhibit 99.2



                          CONSENT OF FINANCIAL ADVISOR


     We hereby consent to the inclusion of the Opinion of McConnell, Budd &
Downes, Inc. in Appendix B to the Proxy Statement of Michigan Financial
Corporation ("MFC") and Prospectus of Wells Fargo & Company ("WFC") which Proxy
Statement-Prospectus is part of the Registration Statement on Form S-4 of WFC to
be filed with the Securities and Exchange Commission in connection with the
proposed merger of WFC and MFC and to the references to the work completed by
our firm as financial advisor to MFC, therein. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "expert" as used in the Securities Act
of 1933 as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.


McConnell, Budd & Downes, Inc.


By:  /s/ Whitley A. Cummings
Its: Managing Director


January 28, 2000


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