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WELLS FARGO & COMPANY
MEDIUM-TERM NOTES, SERIES C DUE
9 MONTHS OR MORE FROM DATE OF ISSUE
SUBORDINATED MEDIUM-TERM NOTES, SERIES D
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
February 28, 2001
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
ABN AMRO Incorporated Goldman, Sachs & Co.
1325 Avenue of the Americas 85 Broad Street
New York, New York 10019 New York, New York 10004
Banc One Capital Markets, Inc. HSBC Securities (USA) Inc.
1 Bank One Plaza, Suite IL1-0595 452 Fifth Avenue
Chicago, Illinois 60670 New York, New York 10018
Barclays Capital Inc. Lehman Brothers Inc.
222 Broadway 3 World Financial Center
New York, New York 10038 New York, New York 10285
Bear, Stearns & Co. Inc. Mellon Financial Markets, LLC
245 Park Avenue One Mellon Bank Center
New York, New York 10167 Pittsburgh, Pennsylvania 15258
BNY Capital Markets, Inc. Merrill Lynch, Pierce, Fenner &
1 Wall Street, 18th Floor Smith Incorporated
New York, New York 10286 4 World Financial Center
New York, New York 10080
Chase Securities, Inc. Salomon Smith Barney Inc.
270 Park Avenue, 8th Floor 388 Greenwich Street
New York, New York 10017 New York, New York 10013
Credit Suisse First Boston Corporation Westdeutsche Landesbank Girozentrale
11 Madison Avenue Herzogstrasse 15
New York, New York 10010 40217 Duesseldorf
Germany
First Albany Corporation
30 South Pearl Wells Fargo Brokerage Services, LLC
Albany, New York 12201 MAC 9303-097, Suite 900
608 Second Avenue South
{PAGE}
Minneapolis, Minnesota 55479
Dear Sirs:
Wells Fargo & Company, a Delaware corporation (the "Company"),
confirms its agreement with Morgan Stanley & Co. Incorporated, ABN AMRO
Incorporated, Banc One Capital Markets, Inc., Barclays Capital Inc., Bear,
Stearns & Co. Inc., BNY Capital Markets, Inc., Chase Securities, Inc., Credit
Suisse First Boston Corporation, First Albany Corporation, Goldman, Sachs & Co.,
HSBC Securities (USA) Inc., Lehman Brothers Inc., Mellon Financial Markets, LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc.,
Westdeutsche Landesbank Girozentrale and Wells Fargo Brokerage Services, LLC
(individually, an "Agent", and collectively, the "Agents") with respect to the
issuance and sale by the Company of its Medium-Term Notes described herein (the
"Notes"). The Notes are to be issued pursuant to an indenture (the "Senior
Indenture") dated as of July 21, 1999, as amended from time to time, between the
Company and Citibank, N.A., as trustee (the "Senior Trustee"), or an indenture
(the "Subordinated Indenture" and together with the Senior Indenture, referred
to herein collectively as the "Indentures") dated as of August 30, 1999, as
amended from time to time, between the Company and Bank One Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as trustee (the
"Subordinated Trustee" and together with the Senior Trustee, referred to herein
collectively as the "Trustees"). As of the date hereof, the Company has
authorized the issuance and sale of up to U.S. $10,000,000,000 aggregate initial
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