Wells Fargo & Company - MRRS Decision

Headnote

MRRS - registration relief for trades by Participants,Former Participants and Permitted Transferees of securitiesacquired under employee incentive plans - issuer bid relieffor foreign issuer in connection with acquisition of sharesunder employee incentive plans.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

Applicable Ontario Rule

OSC Rule 45-503 - Trades to Employees, Executivesand Consultants.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,MANITOBA, NEW BRUNSWICK,

NEWFOUNDLAND AND LABRADOR,NOVA SCOTIA, ONTARIO,

PRINCE EDWARD ISLAND, QUEBEC,AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

WELLS FARGO & COMPANY

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (collectively the "Decision Makers")in each province of Canada (collectively, the "Jurisdictions")has received an application from Wells Fargo & Company ("WellsFargo" or the "Company") for a decision of theDecision Makers pursuant to the securities legislation (the"Legislation") of the Jurisdictions that (i) the requirementscontained in the Legislation to be registered to trade in asecurity (the "Registration Requirements") and therequirements to file and obtain a receipt for a preliminaryprospectus and prospectus (the "Prospectus Requirements"and together with the Registration Requirements, the "Registrationand Prospectus Requirements") shall not apply to certaintrades in securities of Wells Fargo made in connection withthe Wells Fargo & Company Partnershares Stock Option Planof the Company, as amended and restated effective October 1,2000 (the "Plan") (ii) the Registration Requirementsshall not apply to first trades of shares of common stock ofWells Fargo ("Shares") acquired under the Plan, includingtrades made through an Agent (defined below) provided such firsttrade is executed through a stock exchange or market outsideof Canada; and (iii) the requirements contained in the Legislationrelating to the delivery of an offer and issuer bid circularand any notices of change or variation thereto, minimum depositperiods and withdrawal rights, take-up and payment for securitiestendered to an issuer bid, disclosure, restrictions upon purchasesof securities, financing, identical consideration, collateralbenefits, and form filing (the "Issuer Bid Requirements")shall not apply to certain acquisitions by Wells Fargo of Sharespursuant to the Plan in each of the Jurisdictions;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorof this application;

AND WHEREAS it has been represented tothe Decision Makers as follows:

1. Wells Fargo is a corporation incorporatedunder the laws of the State of Delaware. The principal executiveoffices of Wells Fargo are located in San Francisco, California.

2. Wells Fargo is not a reporting issuer orthe equivalent thereof in any Jurisdiction and has no presentintention of becoming a reporting issuer or the equivalentthereof in any Jurisdiction. The majority of the directorsand senior officers of Wells Fargo reside outside of Canada.

3. The authorized capital of Wells Fargo consistsof 4 billion Shares, 20 million shares of preferred stockand 4 million shares of preference stock. As at September30, 2002 there were approximately 1,691,889,476 Shares, 5,641,979shares of preferred stock and no shares of preference stockissued and outstanding.

4. The Company is subject to the requirementsof the Securities Exchange Act of 1934 of the UnitedStates (the "Exchange Act") including the reportingrequirements of the Exchange Act.

5. Shares issued in connection with the Planare registered with the Securities and Exchange Commissionunder the Securities Act of 1933.

6. The Shares are listed on the New York StockExchange (the "NYSE").

7. The purpose of the Plan is to enhance theprofitability and value of the Company by providing performancebased incentives and additional equity ownership opportunitiesto eligible employees of Wells Fargo and its affiliates ("WellsFargo Companies").

8. Awards which may be granted to employeesof the Wells Fargo Companies under the Plan include (i) options("Options") to purchase Shares (ii) Shares and (iii)cash measured by the value of Shares (all of the foregoingare collectively referred to herein as "Awards").

9. There are an aggregate of approximately1943 employees of Wells Fargo Companies resident in Canadaeligible to receive Awards including 175 in British Columbia,119 in Alberta, 47 in Saskatchewan, 45 in Manitoba, 969 inOntario, 240 in Quebec, 89 in New Brunswick, 144 in Nova Scotia,14 in Prince Edward Island, and 101 in Newfoundland.

10. Participation in the Plan is voluntaryand employees of Wells Fargo Companies are not induced toparticipate in the Plan by expectation of employment or continuedemployment with the Wells Fargo Companies.

11. Wells Fargo may use the services of oneor more agents/brokers (each an "Agent") under thePlan. The current Agent for the Plan is Wells Fargo Investments,LLC. The current Agent is, and if replaced, or if additionalAgents are appointed, will be registered under applicableU.S. securities or banking legislation and have been or willbe authorized by Wells Fargo to provide services under thePlan. The current Agents are not registered to conduct retailtrades in any of the Jurisdictions and, if replaced, or ifadditional Agents are appointed, are not expected to be soregistered in any of the Jurisdictions.

12. The Agents' role in the Plan may include(i) assisting with the administration of the Plan, includingrecord-keeping functions; (ii) facilitating the exercise ofAwards granted under the Plan (including Cashless Exercises(as defined below)); (iii) holding Shares issued under thePlan on behalf of employees of the Wells Fargo Companies whoparticipate in the Plan ("Participants"), FormerParticipants (as defined below) and Permitted Transferees(as defined below); (iv) facilitating the cancellation andsurrender of Awards as permitted by the Plan; (v) facilitatingShare Withholding Exercises (as defined below); and (vi) facilitatingthe resale of Shares issued in connection with the Plan.

13. The Plan is administered by a committeeor committees (the "Committee") consisting of oneor more directors of the Company who are appointed by thedirectors of the Company.

14. The Committee has discretionary authorityto determine which employees will be granted Awards, the typeand amount of each Award to be granted, the date of issueand duration of each Award and the exercise price of eachAward. The Committee may adopt such rules or guidelines asit deems appropriate to determine which employees will begranted Awards, the terms of Awards and what other conditionsor restrictions should apply to Awards made under the Plan.

15. Each Award granted under the Plan willbe evidenced by a notice of the grant therefore containing(i) the terms, conditions and restrictions of the Award (ii)if an Award is an Option, the exercise price and acceptablemethods of payment of the exercise price (iii) the durationof the Award (iv) the effect on the Award upon the death,disability, retirement or other termination of employmentof the Participant and (v) the restrictions upon transfer,if any, on the Award or the Shares subject to the Award.

16. Following the termination of a Participant'srelationship with the Wells Fargo Companies for reasons ofdeath, disability or retirement, a former Participant ("FormerParticipant") and on the death of a Participant, wherethe Award(s) has been transferred to a beneficiary or beneficiariesin accordance with the Plan ("Permitted Transferees"),the Former Participants and Permitted Transferees may exercisesuch Award(s) for such period or periods as the Committeemay determine. Except as otherwise determined by the Committee,following the termination of a Participant's relationshipwith the Wells Fargo Companies for reasons other than death,disability, or retirement, all of the Participant's Awardswill terminate without notice. On the date that: (i) substantiallyall of the assets of the Company are acquired by another corporation;(ii) there is a reorganization of the Company involving anacquisition of the Company by another entity; or (iii) a majorityof the board of directors (the "Board") of the Companyshall be persons other than persons (i) for whose electionproxies shall have been solicited by the Board or (ii) whoare then serving as directors appointed by the Board to fillvacancies on the Board caused by death or resignation (butnot by removal) or to fill newly-created directorships, then(A) all Options and other Awards that require exercise byParticipants and/or payment by Participants to the Companywill become immediately exercisable in full and (B) with respectto all other Awards, all conditions or restrictions to thereceipt thereof will immediately terminate.

17. Except as otherwise determined by theCommittee, Awards may not be assigned or otherwise transferredby the Participant except to a Permitted Transferee in accordancewith the Plan.

18. The Company may withhold, at the timeof any distribution of an Award or at the time an Option isexercised, all amounts necessary to pay any portion of theexercise price of an Award ("Cashless Exercises")or to satisfy any income tax withholding requirements ("ShareWithholding Exercises"). Any such required payments maybe satisfied by cash or the withholding of Common Shares issuableto a Participant in connection with an Award.

19. An aggregate of 67,000,000 Shares areavailable for Awards and as a basis for calculating Awardsunder the Plan, subject to adjustment in certain circumstances.If Awards for any reason terminate or expire unexercised,the Shares subject to those Awards will thereafter be availablefor other Awards under the Plan. Shares that are used to payany portion of the exercise price of an Award or any portionof a Participant's income tax withholding resulting from anAward, and Shares that are used as a basis for calculatingcash amounts that are used to pay any portion of the purchaseprice of an Award or any portion of a Participant's incometax withholding resulting from an Award, will also thereafterbe available for Awards or as a basis for calculating Awardsunder the Plan.

20. As at September 30, 2002, Canadian shareholdersdid not hold, directly or indirectly, more than 10% of theissued and outstanding Shares of the Company and did not constitutemore than 10% of the shareholders of the Company.

21. There is presently no market in any ofthe Jurisdictions for the Shares and no such market is expectedto develop. It is therefore expected that the resale of Sharesby Participants, Former Participants and Permitted Transfereeswill be effected through the facilities of the NYSE. Participants,Former Participants or Permitted Transferees may sell Sharesacquired under the Plan through Agents.

22. The Legislation of certain of the Jurisdictionsdoes not contain exemptions from the Registration and ProspectusRequirements for Award exercises by Participants, Former Participantsor Permitted Transferees through an Agent where such Agentis not a registrant.

23. Where the Agent sells Shares on behalfof Canadian Participants, Former Participants or PermittedTransferees, the Canadian Participants, Former Participantsand Permitted Transferees may not be able to rely on the exemptionfrom the Registration Requirements contained in the Legislationof certain Jurisdictions to effect such sales.

24. The exemptions in the Legislation fromthe Issuer Bid Requirements may not be available for certainacquisitions of Shares from Participants, Former Participantsor Permitted Transferees in accordance with the terms of thePlan, since acquisitions relating to Cashless Exercises andShare Withholding Exercises may occur at a price that is notcalculated in accordance with the "market price",as that term is defined in the Legislation, and may be madefrom Permitted Transferees.

25. A prospectus prepared in accordance withapplicable U.S. securities laws, describing the terms andconditions of the Plan will be provided to each Participantresident in Canada who receives an award under the Plan. Annualreports, management information circulars and other materialsthe Company is required to file with the United States Securitiesand Exchange Commission will be provided or made availableto Participants resident in Canada who receives an award underthe Plan at the same time as such documents are provided toand in the same manner as the documents are provided or madeavailable to Participants resident in the U.S.

AND WHEREAS pursuant to the System, thisDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that:

(a) The Registration and Prospectus Requirementsshall not apply to any trade or distribution of Awards orShares made in connection with the Plan, including tradesand distributions involving an Agent, Participants, FormerParticipants, and Permitted Transferees, provided that thefirst trade in Shares acquired through the Plan pursuantto the Decision in a Jurisdiction other than Quebec shallbe deemed a distribution or primary distribution to thepublic under the Legislation of such Jurisdiction unlessthe conditions in section 2.14(1) of MI 45-102, Resale ofSecurities are satisfied and in the case of the first tradeof such Shares in Quebec, the first trade is either made(i) between Canadian Participants, Former Canadian Participantsor Permitted Transferees or (ii) outside of Quebec;

(b) The first trade by Participants, FormerParticipants or Permitted Transferees in Shares acquiredpursuant to the Plan, including first trades effected throughan Agent, shall not be subject to the Registration Requirements,provided such first trade is executed through a stock exchangeor market outside of Canada; and

(c) The Issuer Bid Requirements of the Legislationshall not apply to the acquisition by the Company of Sharesfrom Participants, Former Participants or Permitted Transfereesprovided such acquisitions are made in accordance with theterms of the Plan.

January 31, 2003.

"Howard I. Wetston"                    "RobertL. Shirriff"