UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

   For the fiscal year ended December 31, 2001 Commission File Number 001-2979


                              WELLS FARGO & COMPANY
             (Exact name of registrant as specified in its charter)

             Delaware                              No. 41-0449260
     (State of incorporation)                     (I.R.S. Employer
                                                 Identification No.)

             420 Montgomery Street, San Francisco, California 94163
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: 1-800-411-4932

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                        Name of Each Exchange
   Title of Each Class                                  on Which Registered
   -------------------                                  ---------------------

 Common Stock, par value $1-2/3                         New York Stock Exchange
                                                        Chicago Stock Exchange
 Preferred Share Purchase Rights                        New York Stock Exchange
                                                        Chicago Stock Exchange
 6-3/4% Convertible Subordinated Debentures Due 2003    New York Stock Exchange

 Adjustable Rate Cumulative Preferred Stock, Series B   New York Stock Exchange

          No securities are registered pursuant to Section 12(g) of the Act.

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.   Yes  X      No
                                                ----       ----

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

          As of February 28, 2002, 1,706,170,079 shares of common stock were
outstanding having an aggregate market value, based on a closing price of
$46.90 per share, of $80,019 million. At that date, the aggregate market value
of common stock held by non-affiliates was approximately $78,322 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's 2001 Annual Report to Stockholders are incorporated
by reference into Parts I, II and IV of this Form 10-K, and portions of the
Company's definitive Proxy Statement for its 2002 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Form 10-K.
The cross-reference index on the following page identifies by page numbers
the portions of each document that are incorporated by reference into this
Form 10-K. Only those portions identified in the cross-reference index are
incorporated into this Form 10-K.





                         FORM 10-K CROSS-REFERENCE INDEX



                                                                                            Page(s)
                                                                       -------------------------------------------------
                                                                       FORM       Annual                       Proxy
                                                                       10-K       Report (1)                   Statement (2)
                                                                       -----      -------                      ---------
                                                                                                   
                                     PART I
Item 1.    Business
             Description of Business                                   2-9        33-98                        --
             Statistical Disclosure:
               Distribution of Assets, Liabilities and
                 Stockholders' Equity; Interest Rates
                 and Interest Differential                             10         40-43                        --
               Investment Portfolio                                    --         44, 58, 64-65                --
               Loan Portfolio                                          11-12      45, 47-48, 58-59, 66-68      --
               Summary of Loan Loss Experience                         13-15      47-48, 59, 68                --
               Deposits                                                --         45, 70                       --
               Return on Equity and Assets                             --         34-35                        --
               Short-Term Borrowings                                   --         70                           --
               Derivative Financial Instruments                        --         60-61, 91-93                 --
Item 2.    Properties                                                  16         69                           --
Item 3.    Legal Proceedings                                           --         90                           --
Item 4.    Submission of Matters to a Vote of
             Security Holders (3)                                      --         --                           --

                                     PART II

Item 5.    Market for Registrant's Common Equity and
             Related Stockholder Matters                               --         53                           --
Item 6.    Selected Financial Data                                     --         36                           --
Item 7.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations             --         34-53                        --
Item 7A.   Quantitative and Qualitative Disclosures
             About Market Risk                                         --         49-50                        --
Item 8.    Financial Statements and Supplementary Data                 --         54-98                        --
Item 9.    Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure (3)                --         --                           --

                                    PART III

Item 10.   Directors and Executive Officers of the
             Registrant                                                17-20      --                            6-9, 35, 36
Item 11.   Executive Compensation                                      --         --                           13-31, 35, 36
Item 12.   Security Ownership of Certain Beneficial
             Owners and Management                                     --         --                            4-5
Item 13.   Certain Relationships and Related Transactions              --         --                           14-15, 32-35

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and
             Reports on Form 8-K                                       21-27      54-98                        --

SIGNATURES                                                             28         --                           --
------------------------------------------------------------------------------------------------------------------------


(1)  The information required to be submitted in response to these items is
     incorporated by reference to the identified portions of the Company's 2001
     Annual Report to Stockholders. Pages 33 through 98 of the 2001 Annual
     Report to Stockholders have been filed as Exhibit 13 to this Form 10-K.
(2)  The information required to be submitted in response to these items is
     incorporated by reference to the identified portions of the Company's
     definitive Proxy Statement for the 2002 Annual Meeting of Stockholders to
     be held on April 23, 2002, to be filed with the Securities and Exchange
     Commission pursuant to Regulation 14A.
(3)  Not applicable.

                                       1



DESCRIPTION OF BUSINESS

GENERAL

Wells Fargo & Company is a diversified financial services company organized
under the laws of Delaware and registered as a bank holding company and
financial holding company under the Bank Holding Company Act of 1956, as amended
(BHC Act). Based on assets at December 31, 2001, it was the fifth largest bank
holding company in the United States. In this report, Wells Fargo & Company and
Subsidiaries (consolidated) is referred to as the Company and Wells Fargo &
Company alone is referred to as the Parent.

The Parent's subsidiaries engage in banking and a variety of related financial
services businesses. Retail, commercial and corporate banking services are
provided through bank subsidiaries located in Alaska, Arizona, California,
Colorado, Idaho, Illinois, Indiana, Iowa, Michigan, Minnesota, Montana,
Nebraska, Nevada, New Mexico, North Dakota, Ohio, Oregon, South Dakota, Texas,
Utah, Washington, Wisconsin and Wyoming. Other financial services are provided
by subsidiaries engaged in various businesses, principally: wholesale banking,
mortgage banking, consumer finance, equipment leasing, agricultural finance,
commercial finance, securities brokerage and investment banking, insurance
agency services, computer and data processing services, trust services,
mortgage-backed securities servicing and venture capital investment.

On October 25, 2000, the Company completed its merger with First Security
Corporation (the FSCO Merger), with First Security Corporation surviving the
merger as a wholly-owned subsidiary of the Parent. The Company accounted for the
FSCO Merger under the pooling-of-interests method of accounting. Accordingly,
the information included in this report, including the Financial Statements and
Supplementary Data, and Management's Discussion and Analysis of Financial
Condition and Results of Operations, presents the combined results as if the
merger had been in effect for all periods presented.

The Company has three operating segments for management reporting purposes:
Community Banking, Wholesale Banking and Wells Fargo Financial. The 2001
Annual Report to Stockholders includes financial information and descriptions
of these operating segments.

The Company had 119,714 full-time equivalent team members at December 31, 2001.

HISTORY AND GROWTH

The Company is the product of the merger of equals involving Norwest Corporation
and the former Wells Fargo & Company, completed on November 2, 1998 (the WFC
Merger). On completion of the WFC Merger, Norwest Corporation changed its name
to Wells Fargo & Company.

Norwest Corporation, prior to the WFC Merger, provided banking services to
customers in 16 states and additional financial services through subsidiaries
engaged in a variety of businesses including mortgage banking and consumer
finance.

The former Wells Fargo & Company's principal subsidiary, Wells Fargo Bank,
N.A., was the successor to the banking portion of the business founded by
Henry Wells and William G. Fargo in 1852. That business later operated the
westernmost leg of the Pony Express and ran stagecoach lines in the western
part of the United States. The California banking business was separated from
the express business in 1905, was merged in 1960 with American Trust Company,
another of the

                                       2



oldest banks in the Western United States, and became Wells Fargo Bank, N.A.,
a national banking association, in 1968.

The former Wells Fargo & Company acquired First Interstate Bancorp in April
1996. First Interstate's assets had an approximate book value of $55 billion.
The transaction was valued at approximately $11.3 billion and was accounted for
as a purchase.

The Company expands its business, in part, by acquiring banking institutions and
other companies engaged in activities that are financial in nature. The Company
continues to explore opportunities to acquire banking institutions and other
financial services companies. Discussions are continually being carried on
related to such possible acquisitions. The Company cannot predict whether, or on
what terms, such discussions will result in further acquisitions. As a matter of
policy, the Company generally does not comment on such discussions or possible
acquisitions until a definitive acquisition agreement has been signed.

COMPETITION

The financial services industry is highly competitive. The Company'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 nonbank 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 fewer regulatory constraints and some have lower cost structures.

Securities firms and insurance companies that elect to become financial holding
companies may acquire banks and other financial institutions. Acquisitions of
this type could significantly change the competitive environment in which the
Company conducts business. 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.

REGULATION AND SUPERVISION

The following discussion, together with Notes 3 (Cash, Loan and Dividend
Restrictions) and 22 (Risk-Based Capital) to Financial Statements included in
the 2001 Annual Report to Stockholders sets forth the material elements of
the regulatory framework applicable to bank holding companies and their
subsidiaries and provides certain information specific to the Company. This
regulatory framework is intended to protect depositors, federal deposit
insurance funds and the banking system as a whole, and not to protect
security holders. To the extent that the information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. Further, 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 the Company, including changes in interpretation or
implementation thereof, could have a material effect on the Company's
business. Applicable laws and regulations could restrict the Company's
ability to diversify into other areas of financial services, acquire
depository institutions, and pay dividends on the Company's capital stock.
They could also require the Company to provide financial support to one or
more of its

                                       3



subsidiary banks, maintain capital balances in excess of those desired by
management, and pay higher deposit insurance premiums as a result of a
general deterioration in the financial condition of depository institutions.

GENERAL

PARENT BANK HOLDING COMPANY. As a bank holding company, the Company is subject
to regulation under the BHC Act and to inspection, examination and supervision
by the Board of Governors of the Federal Reserve System (Federal Reserve Board
or FRB).

SUBSIDIARY BANKS. The Company's national subsidiary banks are subject to
regulation and examination primarily by the Office of the Comptroller of the
Currency (OCC) and secondarily by the Federal Deposit Insurance Corporation
(FDIC) and the FRB. The Company's state-chartered banks are subject to primary
federal regulation and examination by the FDIC or the FRB and, in addition, are
regulated and examined by their respective state banking departments.

NONBANK SUBSIDIARIES. Many of the Company's nonbank subsidiaries are also
subject to regulation by the FRB and other applicable federal and state
agencies. The Company's brokerage subsidiaries are regulated by the Securities
and Exchange Commission (SEC), the National Association of Securities Dealers,
Inc. and state securities regulators. The Company's insurance subsidiaries are
subject to regulation by applicable state insurance regulatory agencies. Other
nonbank subsidiaries of the Company are subject to the laws and regulations of
both the federal government and the various states in which they conduct
business.

                                       4


PARENT BANK HOLDING COMPANY ACTIVITIES

"FINANCIAL IN NATURE" REQUIREMENT. As a bank holding company that has elected to
become a financial holding company pursuant to the BHC Act, the Company may
affiliate with securities firms and insurance companies and engage in other
activities that are financial in nature or incidental or complementary to
activities that are financial in nature. "Financial in nature" activities
include securities underwriting, dealing and market making, sponsoring mutual
funds and investment companies, insurance underwriting and agency, merchant
banking, and activities that the FRB, in consultation with the Secretary of the
Treasury, determines from time to time to be financial in nature or incidental
to such financial activity or is complementary to a financial activity and does
not pose a safety and soundness risk. A bank holding company that is not also a
financial holding company is limited to engaging in banking and such other
activities as determined by the FRB to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.

Federal Reserve Board approval is not required for the Company to acquire a
company (other than a bank holding company, 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 FRB. Prior FRB approval is required
before the Company may acquire the beneficial ownership or control of more than
5% of the voting shares or substantially all of the assets of a bank holding
company, bank or savings association.

If any subsidiary bank of the Company ceases to be "well capitalized" or "well
managed" under applicable regulatory standards, the FRB may, among other
actions, order the Company to divest the subsidiary bank. Alternatively, the
Company may elect to conform its activities to those permissible for a bank
holding company that is not also a financial holding company.

If any subsidiary bank of the Company receives a rating under the Community
Reinvestment Act of 1977 of less than satisfactory, the Company will be
prohibited, until the rating is raised to satisfactory or better, from engaging
in new activities or acquiring companies other than bank holding companies,
banks or savings associations.

The Company became a financial holding company effective March 13, 2000. It
continues to maintain its status as a bank holding company for purposes of other
FRB regulations.

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. Banks are also permitted to acquire and to
establish DE NOVO branches in other states where authorized under the laws of
those states.

REGULATORY APPROVAL. In determining whether to approve a proposed bank
acquisition, federal bank regulators will consider, among other factors, the
effect of the acquisition on competition, the

                                       5



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, as amended.

DIVIDEND RESTRICTIONS

The Parent 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 principal and interest on its debt is dividends from its
subsidiaries. Various federal and state statutory provisions and regulations
limit the amount of dividends the Parent's subsidiary banks and certain other
subsidiaries may pay without regulatory approval. For information about the
restrictions applicable to the Parent's subsidiary banks, see Note 3 (Cash, Loan
and Dividend Restrictions) to Financial Statements included in the 2001 Annual
Report to Stockholders.

Federal bank regulatory agencies have the authority to prohibit the Parent'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 the Parent's subsidiary banks to pay dividends in the future is
currently, and could be further, influenced by bank regulatory policies and
capital guidelines.

HOLDING COMPANY STRUCTURE

TRANSFER OF FUNDS FROM SUBSIDIARY BANKS. The Parent's subsidiary banks are
subject to restrictions under federal law that limit the transfer of funds or
other items of value from such subsidiaries to the Parent and its nonbank
subsidiaries (including affiliates) in so-called "covered transactions." In
general, covered transactions include loans and other extensions of credit,
investments and asset purchases, as well as other transactions involving the
transfer of value from a subsidiary bank to an affiliate or for the benefit of
an affiliate. Unless an exemption applies, covered transactions by a subsidiary
bank 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. A bank's transactions with its nonbank affiliates are also
generally required to be on arm's length terms.

SOURCE OF STRENGTH. The FRB 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 the support.

The OCC may order the assessment of the Parent if the capital of one of its
national bank subsidiaries were to become impaired. If the Parent failed to pay
the assessment within three months, the OCC could order the sale of the Parent's
stock in the national bank to cover the deficiency.

Capital loans by the Parent 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 the Parent's bankruptcy, any commitment by
the Parent to a federal bank regulatory agency to maintain

                                       6



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 the
Parent, with respect to any extensions of credit they have made to such insured
depository institution.

LIABILITY OF COMMONLY CONTROLLED INSTITUTIONS. All of the Parent's banks are
insured by the FDIC. FDIC-insured depository institutions can be held liable for
any loss incurred, or reasonably expected to be incurred, by the FDIC due to the
default of an FDIC-insured depository institution controlled by the same bank
holding company, and for any assistance provided by the FDIC to an FDIC-insured
depository institution that is in danger of default and that is controlled by
the same bank holding company. "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

The Parent is subject to risk-based capital requirements and guidelines imposed
by the FRB, which are substantially similar to the capital requirements and
guidelines imposed by the FRB, the OCC and the FDIC on depository institutions
under their jurisdictions. For information about these capital requirements and
guidelines, see Note 22 (Risk-Based Capital) to Financial Statements included in
the 2001 Annual Report to Stockholders.

The FRB may set higher capital requirements for holding companies whose
circumstances warrant it. For example, holding companies 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 FRB considers a "tangible Tier 1 leverage ratio"
(deducting all intangibles) and other indications of capital strength in
evaluating proposals for expansion or new activities.

Effective April 1, 2002, new FRB rules will govern the regulatory treatment of
merchant banking investments and certain other equity investments, including
investments made by the Company's venture capital subsidiaries, in non-financial
companies held by bank holding companies. The rules generally impose a capital
charge that increases incrementally as the banking organization's level of
concentration in equity investments increases. An 8% Tier 1 capital deduction
would apply on covered investments that in total represent up to 15% of an
organization's Tier 1 capital. For covered investments that total more than 25%
of the organization's Tier 1 capital, a top marginal charge of 25% would be
established. The Company does not expect the new rules to have a significant
impact on the Company.

FRB, FDIC and OCC rules also require the Company to incorporate market and
interest rate risk components into their risk-based capital standards. Under the
market risk requirements, capital is allocated to support the amount of market
risk related to a financial institution's ongoing trading activities.

                                       7



In December 2001, the Basel Committee on Banking Supervision updated the status
of the revised draft Basel Capital Accord issued earlier in 2001. The Basel
Committee continues to evaluate certain aspects of the draft Accord and expects
to issue a new consultative package during 2002. The draft Basel Accord
incorporates three pillars that address (a) minimum capital requirements,
(b) supervisory review, which relates to an institution's capital adequacy and
internal assessment process, and (c) market discipline, through effective
disclosure to encourage safe and sound banking practices. Embodied within these
pillars are aspects of risk assessment that relate to credit risk, interest rate
risk, operational risk, among others, and certain proposed approaches by the
Basel Committee to complete such assessments may be considered complex. The
Company continues to monitor the status of the Basel Accord, which may be
finalized by the end of 2002, with required implementation of the new framework
not anticipated prior to 2005.

From time to time, the FRB and the Federal Financial Institutions Examination
Council (FFIEC) propose changes and amendments to, and issue interpretations of,
risk based capital guidelines and related reporting instructions. Such proposals
or interpretations could, if implemented in the future, affect the Company's
reported capital ratios and net risk-adjusted assets.

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.

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.

DEPOSIT INSURANCE ASSESSMENTS

Through the Bank Insurance Fund (BIF), the FDIC insures the deposits of the
Parent'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 BIF assessment rate for the Parent's depository
institutions currently is zero. The FDIC may increase or decrease the assessment
rate schedule on a semiannual basis. An increase in the BIF assessment rate
could have a material adverse effect on the Parent'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

                                       8



rule, regulation, order or condition enacted or imposed by the institution's
regulatory agency. The termination of deposit insurance for one or more of the
Parent's subsidiary depository institutions could have a material adverse effect
on the Parent'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 paid approximately 1.9 cents per $100 of
BIF-assessable deposits in 2001. The FDIC established the FICO assessment rate
effective for the first quarter of 2002 at approximately 1.8 cents annually per
$100 of BIF-assessable deposits.

FISCAL AND MONETARY POLICIES

The Company's business and earnings are affected significantly by the fiscal and
monetary policies of the federal government and its agencies. The Company is
particularly affected by the policies of the FRB, which regulates the supply of
money and credit in the United States. Among the instruments of monetary policy
available to the FRB 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 borrowings 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. The policies of the FRB may have a material
effect on the Company's business, results of operations and financial condition.

PRIVACY PROVISIONS OF THE GRAMM-LEACH-BLILEY ACT

Federal banking regulators, as required under the Gramm-Leach-Bliley Act (the
GLB Act), have adopted rules limiting the ability of banks and other financial
institutions to disclose nonpublic information about consumers to nonaffiliated
third parties. The rules require disclosure of privacy policies to consumers
and, in some circumstances, allow consumers to prevent disclosure of certain
personal information to nonaffiliated third parties. The privacy provisions of
the GLB Act affect how consumer information is transmitted through diversified
financial services companies and conveyed to outside vendors.

FUTURE LEGISLATION

Various legislation, including proposals to change substantially the financial
institution regulatory system, is from time to time introduced in Congress. This
legislation may change banking statutes and the operating environment of the
Company in substantial and unpredictable ways. If enacted, this legislation
could increase or decrease the cost of doing business, limit or expand
permissible activities or affect the competitive balance among banks, savings
associations, credit unions, and other financial institutions. The Company
cannot predict whether any of this potential legislation will be enacted and, if
enacted, the effect that it, or any implementing regulations, would have on the
Company's business, results of operations or financial condition.

                                       9


ANALYSIS OF CHANGES IN NET INTEREST INCOME

The following table allocates the changes in net interest income on a
taxable-equivalent basis to changes in either average balances or average rates
for both interest-earning assets and interest-bearing liabilities. Because of
the numerous simultaneous volume and rate changes during any period, it is not
possible to precisely allocate such changes between volume and rate. For this
table, changes that are not solely due to either volume or rate are allocated to
these categories in proportion to the percentage changes in average volume and
average rate.



--------------------------------------------------------------------------------------------------------------------------
                                                                                                    Year ended December 31,
                                                             -------------------------------------------------------------
                                                                           2001 OVER 2000                   2000 over 1999
                                                             ----------------------------       --------------------------
(in millions)                                                VOLUME      RATE      TOTAL        Volume     Rate      Total
--------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Increase (decrease) in interest income:

   Federal funds sold and securities
     purchased under resale agreements                       $   12   $   (60)    $  (48)       $   40   $   17    $    57
   Debt securities available for sale:
     Securities of U.S. Treasury and federal agencies           (84)       11        (73)         (173)      35       (138)
     Securities of U.S. states and political subdivisions        (8)       --         (8)           (2)      (4)        (6)
     Mortgage-backed securities:
        Federal agencies                                         28       (14)        14           187      117        304
        Private collateralized mortgage obligations             (57)       18        (39)         (114)      31        (83)
     Other securities                                            (7)       --         (7)           46        6         52
   Mortgages held for sale                                      883      (137)       746          (213)     111       (102)
   Loans held for sale                                           (8)      (93)      (101)          (18)      59         41
   Loans:
     Commercial                                                 295      (662)      (367)          588      305        893
     Real estate 1-4 family first mortgage                      250      (134)       116           241       23        264
     Other real estate mortgage                                 145      (234)       (89)          330       48        378
     Real estate construction                                   104      (145)       (41)          167       25        192
     Consumer:
        Real estate 1-4 family junior lien mortgage             566      (196)       370           377       57        434
        Credit card                                              56       (74)       (18)           26       47         73
        Other revolving credit and monthly payment              191      (148)        43           271       36        307
     Lease financing                                              8         1          9            74      (13)        61
     Foreign                                                     (4)       (6)       (10)           14        8         22
   Other                                                         44       (52)        (8)           (2)      39         37
                                                             ------   -------     ------        ------   ------    -------
     Total increase (decrease) in interest income             2,414    (1,925)       489         1,839      947      2,786
                                                             ------   -------     ------        ------   ------    -------

Increase (decrease) in interest expense:

   Deposits:
     Interest-bearing checking                                  (27)       18         (9)            3       30         33
     Market rate and other savings                              415      (546)      (131)           64      323        387
     Savings certificates                                       (14)      (72)       (86)            1      153        154
     Other time deposits                                       (160)      (26)      (186)           25       32         57
     Deposits in foreign offices                                 16      (140)      (124)          260       31        291
   Short-term borrowings                                        306      (791)      (485)          319      312        631
   Long-term debt                                               332      (445)      (113)          276      210        486
   Guaranteed preferred beneficial interests
     in Company's subordinated debentures                        31       (16)        15            --        2          2
                                                             ------   -------     ------        ------   ------    -------
     Total increase (decrease) in interest expense              899    (2,018)    (1,119)          948    1,093      2,041
                                                             ------   -------     ------        ------   ------    -------

Increase (decrease) in net interest income
   on a taxable-equivalent basis                             $1,515   $    93     $1,608        $  891   $ (146)   $   745
                                                             ======   =======     ======        ======   ======    =======
--------------------------------------------------------------------------------------------------------------------------


                                       10


LOAN PORTFOLIO

The following table presents the remaining contractual principal maturities of
selected loan categories at December 31, 2001 and a summary of the major
categories of loans outstanding at the end of the last five years. At December
31, 2001, the Company did not have loan concentrations that exceeded 10% of
total loans, except as shown below.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                      DECEMBER 31, 2001
                      -----------------------------------------------------------------
                                        OVER ONE YEAR
                                   THROUGH FIVE YEARS        OVER FIVE YEARS
                                 --------------------   --------------------
                                             FLOATING               FLOATING
                                                   OR                     OR                                            December 31,
                      ONE YEAR     FIXED   ADJUSTABLE     FIXED   ADJUSTABLE              -----------------------------------------
(in millions)          OR LESS      RATE         RATE      RATE         RATE      TOTAL       2000       1999       1998       1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Selected loan
 maturities:
 Commercial            $15,379   $11,377      $18,220   $   487      $ 2,084   $ 47,547   $ 50,518   $ 41,671   $ 38,218   $ 34,368
 Real estate 1-4
  family first
  mortgage                 428     1,039           95    12,323       11,703     25,588     18,464     13,506     12,613     15,220
 Other real estate
  mortgage               4,590    11,006          373     4,475        4,364     24,808     23,972     20,899     18,033     17,587
 Real estate
  construction           3,199     2,517        1,560       395          135      7,806      7,715      6,067      4,529      3,941
 Foreign                   274     1,097           --       213           14      1,598      1,624      1,600      1,528      1,155
                       -------   -------      -------   -------      -------   --------   --------   --------   --------   --------

    Total selected
     loan maturities   $23,870   $27,036      $20,248   $17,893      $18,300    107,347    102,293     83,743     74,921     72,271
                       =======   =======      =======   =======      =======   --------   --------   --------   --------   --------

Other loan
 categories:
 Consumer:
  Real estate 1-4
   family junior
   lien mortgage                                                                 25,530     18,218     12,949     11,135     10,622
  Credit card                                                                     6,700      6,616      5,805      6,119      6,989
  Other revolving
   credit and
   monthly payment                                                               23,502     23,974     20,617     19,441     20,255
                                                                               --------   --------   --------   --------   --------
    Total consumer                                                               55,732     48,808     39,371     36,695     37,866

Lease financing                                                                   9,420     10,023      9,890      8,046      6,298
                                                                               --------   --------   --------   --------   --------

    Total loans                                                                $172,499   $161,124   $133,004   $119,662   $116,435
                                                                               ========   ========   ========   ========   ========
-----------------------------------------------------------------------------------------------------------------------------------


The table at the top of the following page summarizes other real estate mortgage
loans by state and property type. The table at the bottom of the following page
summarizes real estate construction loans by state and project type.

                                       11



REAL ESTATE MORTGAGE LOANS BY STATE AND PROPERTY TYPE
(excluding 1-4 family first mortgages)



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  December 31, 2001
                   ----------------------------------------------------------------------------------------------------------------
                                                                                                  Other                         Non-
                        California             Texas         Colorado        Minnesota        states (2)       All states  accruals
                   ---------------   ---------------   --------------   --------------  ---------------  ----------------    as a %
                    Total      Non-   Total      Non-   Total     Non-   Total     Non-   Total     Non-   Total      Non- of total
(in millions)       Loans  accrual    loans  accrual    loans accrual    loans accrual    loans accrual    loans  accrual   by type
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         
Office buildings   $3,147      $ 5   $  630      $ 5   $  252     $--   $  146     $--  $ 2,724    $ 14  $ 6,899     $ 24        --%
Industrial          2,347       10      274        7      208      --      285       3    1,264       7    4,378       27         1
Retail buildings    1,516        3      345        8      253       1      251       3    1,891      34    4,256       49         1
Hotels/motels         417        1      287       --       57      --       50      --    1,446      17    2,257       18         1
Apartments            715        1      201       --       86      --       79      --      735       1    1,816        2        --
Agricultural          397        4       77       --       29      --       91       3      585      36    1,179       43         4
Land                  381        1      202       --       59       1       51      --      427       3    1,120        5        --
Institutional         222       11       45        4       15      --        5      --      204       9      491       24         5
1-4 family
 structures (1)        42       --        8       --       12      --        7      --       93      --      162       --        --
Other                 727        9      278        3      150      --      134       1      961       5    2,250       18         1
                   ------      ---   ------      ---   ------     ---   ------     ---  -------    ---- --------     ----

 Total by state    $9,911      $45   $2,347      $27   $1,121     $ 2   $1,099     $10  $10,330    $126  $24,808     $210         1%
                   ======      ===   ======      ===   ======     ===   ======     ===  =======    ====  =======     ====        ==

 % of total loans      40%                9%                5%               4%              42%             100%
                   ======            ======            ======           ======          =======          =======

 Nonaccruals as
   a % of total
   by state                     --%                1%              --%               1%               1%
                               ===               ===              ===              ===              ===
-----------------------------------------------------------------------------------------------------------------------------------


(1) Represents loans to real estate developers secured by 1-4 family residential
    developments.
(2) Consists of 46 states; no state had loans in excess of $1,071 million at
    December 31, 2001.


REAL ESTATE CONSTRUCTION LOANS BY STATE AND PROPERTY TYPE



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  December 31, 2001
                   ----------------------------------------------------------------------------------------------------------------
                                                                                                  Other                         Non-
                        California             Texas          Arizona         Colorado        states (1)       All states  accruals
                   ---------------   ---------------   --------------   --------------  ---------------  ----------------    as a %
                    Total      Non-   Total      Non-   Total     Non-   Total     Non-   Total     Non-   Total      Non- of total
(in millions)       Loans  accrual    loans  accrual    loans accrual    loans accrual    loans accrual    loans  accrual   by type
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         
Retail buildings   $  263      $--     $ 42      $--     $206    $ --     $ 35     $--   $  455    $ --   $1,001     $ --        --%
1-4 family:
 Land                 133       --       24       --        1      --       33      --      120      --      311       --        --
 Structures           177       --      223        1      120       3      196      --    1,326      83    2,042       87         4
Land (excluding
 1-4 family)          442       --       70        1       64      --       60      --      534      --    1,170        1        --
Apartments            198       --       36       --       26      --       17      --      345      50      622       50         8
Office buildings      415       --      102       --       66      --      122      --      612      --    1,317       --        --
Industrial            158       --       97        1       44      --       32      --      185      --      516        1        --
Hotels/motels          85       --       14       --       15      --       10      --      111       1      235        1        --
Institutional          41       --       11       --        4      --        5      --       69      --      130       --        --
Agricultural           15       --        1       --       --      --        1      --        8      --       25       --        --
Other                  20       --       65        1       17      --       30      --      305       4      437        5         1
                   ------      ---     ----     ----     ----     ---    -----     ---   ------    ----  -------     ----

 Total by state    $1,947      $--     $685     $  4     $563     $ 3     $541     $--   $4,070    $138   $7,806     $145         2%
                   ======      ===     ====     ====     ====     ===     ====     ===   ======    ====   ======     ====       ===

 % of total loans     25%                9%                7%               7%              52%             100%
                   ======             =====               ====            =====           ======          ======

 Nonaccruals as
   a % of total
   by state                     --%                1%               1%              --%               3%
                               ===              ====              ===              ===              ===
---------------------------------------------------------------------------------------------------------------


(1) Consists of 43 states; no state had loans in excess of $533 million at
    December 31, 2001.

                                       12




CHANGES IN THE ALLOWANCE FOR LOAN LOSSES



-------------------------------------------------------------------------------------------------------------------
(in millions)                                                  2001         2000        1999        1998       1997
-------------------------------------------------------------------------------------------------------------------
                                                                                             
BALANCE, BEGINNING OF YEAR                                  $ 3,719      $ 3,344     $ 3,307     $ 3,220    $ 3,202

Allowances related to business combinations                      41          265          48         148        172

Provision for loan losses                                     1,780        1,329       1,104       1,617      1,203

Loan charge-offs:
    Commercial                                                 (692)        (429)       (395)       (271)      (369)
    Real estate 1-4 family first mortgage                       (29)         (16)        (14)        (29)       (28)
    Other real estate mortgage                                  (32)         (32)        (28)        (54)       (27)
    Real estate construction                                    (37)          (8)         (2)         (3)        (5)
    Consumer:
      Real estate 1-4 family junior lien mortgage               (47)         (34)        (33)        (31)       (37)
      Credit card                                              (421)        (367)       (403)       (549)      (593)
      Other revolving credit and monthly payment               (770)        (623)       (585)     (1,069)      (672)
                                                            -------      -------     -------     -------    -------
        Total consumer                                       (1,238)      (1,024)     (1,021)     (1,649)    (1,302)
    Lease financing                                             (94)         (52)        (38)        (49)       (49)
    Foreign                                                     (78)         (86)        (90)        (84)       (37)
                                                            -------      -------     -------     -------    -------
          Total loan charge-offs                             (2,200)      (1,647)     (1,588)     (2,139)    (1,817)
                                                            -------      -------     -------     -------    -------

Loan recoveries:
    Commercial                                                   96           98          90          87        110
    Real estate 1-4 family first mortgage                         3            4           6          12         10
    Other real estate mortgage                                   22           13          38          79         63
    Real estate construction                                      3            4           5           4         12
    Consumer:
      Real estate 1-4 family junior lien mortgage                11           14          15           7         10
      Credit card                                                40           39          49          59         64
      Other revolving credit and monthly payment                203          213         243         187        166
                                                            -------      -------     -------     -------    -------
        Total consumer                                          254          266         307         253        240
    Lease financing                                              25           13          12          12         15
    Foreign                                                      18           30          15          14         10
                                                            -------      -------     -------     -------    -------
          Total loan recoveries                                 421          428         473         461        460
                                                            -------      -------     -------     -------    -------
             Total net loan charge-offs                      (1,779)      (1,219)     (1,115)     (1,678)    (1,357)
                                                            -------      -------     -------     -------    -------

BALANCE, END OF YEAR                                        $ 3,761      $ 3,719     $ 3,344     $ 3,307    $ 3,220
                                                            =======      =======     =======     =======    =======

Total net loan charge-offs as a percentage of
    average total loans                                        1.09%         .84%        .90%       1.44%      1.19%
                                                            =======      =======     =======     =======    =======

Allowance as a percentage of total loans                       2.18%        2.31%       2.51%       2.76%      2.77%
                                                            =======      =======     =======     =======    =======
-------------------------------------------------------------------------------------------------------------------


The ratio of the allowance for loan losses to total nonaccrual loans was 229%
and 311% at December 31, 2001 and 2000, respectively. This ratio may
fluctuate significantly from period to period due to such factors as the mix
of loan types in the portfolio, the prospects of borrowers and the value and
marketability of collateral as well as, for the nonaccrual portfolio taken as
a whole, wide variances from period to period in

                                       13


terms of delinquency and relationship of book to contractual principal
balance. Classification of a loan as nonaccrual does not necessarily indicate
that the principal of a loan is uncollectible in whole or in part.
Consequently, the ratio of the allowance for loan losses to nonaccrual loans,
taken alone and without taking into account numerous additional factors, is
not a reliable indicator of the adequacy of the allowance for loan losses.
Indicators of the credit quality of the Company's loan portfolio and the
method of determining the allowance for loan losses are discussed below and
in greater detail in the 2001 Annual Report to Stockholders.

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

The table below provides a breakdown of the allowance for loan losses by loan
category.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        December 31,
-----------------------------------------------------------------------------------------------------------------------------------
(in millions)                              2001                 2000                 1999                 1998                 1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Commercial                               $  882               $  798               $  655               $  664               $  603
Real estate 1-4 family
  first mortgage                             64                   55                   64                   58                   71
Other real estate mortgage                  276                  220                  220                  238                  284
Real estate construction                     86                   69                   58                   62                   51
Consumer:
   Credit card                              394                  394                  349                  356                  483
   Other consumer                           659                  556                  428                  588                  575
                                         ------               ------               ------               ------               ------
     Total consumer                       1,053                  950                  777                  944                1,058
Lease financing                             155                   67                   71                   66                   67
Foreign                                     116                   95                   62                   79                   43
                                         ------               ------               ------               ------               ------
     Total allocated                      2,632                2,254                1,907                2,111                2,177
Unallocated component of
   the allowance (1)                      1,129                1,465                1,437                1,196                1,043
                                         ------               ------               ------               ------               ------
     Total                               $3,761               $3,719               $3,344               $3,307               $3,220
                                         ======               ======               ======               ======               ======





                                                                                                                        December 31,
                             ------------------------------------------------------------------------------------------------------
                                           2001                 2000                 1999                 1998                 1997
                             ------------------   ------------------   ------------------   ------------------   ------------------
                               Alloc.      Loan     Alloc.      Loan     Alloc.      Loan     Alloc.      Loan     Alloc.      Loan
                               allow.    catgry     allow.    catgry     allow.    catgry     allow.    catgry     allow.    catgry
                                as %       as %      as %       as %      as %       as %      as %       as %      as %       as %
                             of loan   of total   of loan   of total   of loan   of total   of loan   of total   of loan   of total
                              catgry      loans    catgry      loans    catgry      loans    catgry      loans    catgry      loans
                             -------   --------   -------   --------   -------   --------   -------   --------   -------   --------
                                                                                             
Commercial                      1.86%        28%     1.58%        31%     1.57%        31%     1.74%        32%     1.75%        30%
Real estate 1-4 family
  first mortgage                 .25         15       .30         12       .47         10       .46         11       .47         13
Other real estate mortgage      1.11         14       .92         15      1.05         16      1.32         15      1.61         15
Real estate construction        1.10          5       .90          5       .96          5      1.37          4      1.29          3
Consumer:
   Credit card                  5.88          4      5.96          4      6.01          4      5.82          5      6.91          6
   Other consumer               1.34         28      1.32         26      1.28         26      1.92         25      1.86         27
                                            ---                  ---                  ---                  ---                  ---
     Total consumer             1.89         32      1.95         30      1.97         30      2.57         30      2.79         33
Lease financing                 1.65          5       .67          6       .72          7       .82          7      1.06          5
Foreign                         7.26          1      5.89          1      3.88          1      5.17          1      3.72          1
                                            ---                  ---                  ---                  ---                  ---

     Total allocated            1.53        100%     1.40        100%     1.43        100%     1.76        100%     1.87        100%
                                            ===                  ===                  ===                  ===                  ===
Unallocated component of
   the allowance (1)             .65                  .91                 1.08                 1.00                  .90
                                ----                 ----                 ----                 ----                 ----
     Total                      2.18%                2.31%                2.51%                2.76%                2.77%
                                ====                 ====                 ====                 ====                 ====
-----------------------------------------------------------------------------------------------------------------------------------


(1)  This amount and any unabsorbed portion of the allocated allowance are also
     available for any of the above listed loan categories.

See Note 5 (Loans and Allowance for Loan Losses) to Financial Statements
included in the 2001 Annual Report to Stockholders for the description of the
process used by the Company to determine the adequacy and the components
(allocated and unallocated) of the allowance for loan losses.

                                       14



At December 31, 2001, the allowance for loan losses was $3,761 million, or
2.18% of total loans, compared with $3,719 million, or 2.31%, at December 31,
2000. During 2001, the net provision for loan losses approximated
charge-offs. The components of the allowance, allocated and unallocated, are
shown in the table on the previous page. The allocated component increased to
$2,632 million at December 31, 2001 from $2,254 million at December 31, 2000,
while the unallocated decreased to $1,129 million at December 31, 2001 from
$1,465 million at December 31, 2000. At December 31, 2001, the unallocated
portion of the allowance amounted to 30% of the total allowance, compared
with 39% at December 31, 2000.

The $378 million increase in the allocated component of the allowance was
attributable to growth in the loan portfolio along with a shift in the
composition of risk in the portfolio during 2001. Approximately $160 million
of this increase is attributable to loan growth. The remaining $218 million
increase reflects additions to allocated allowances caused by a change in
risk assumptions in the commercial and wholesale lines of business and higher
estimated loss rates in the retail line of business. Changes in allocated
loan loss allowances arrived at through this methodology reflect management's
judgment concerning the effect of recent economic activity on portfolio
performance. Analyzing the movements in the allocated allowance strictly from
a loan volume perspective indicates that, had the ratio of allocated
allowance to loans outstanding remained flat with the 2000 ratio of 1.40%,
the allocated allowance would have increased by approximately $161 million,
as loans outstanding grew by $11 billion during the year.

There were no material changes in estimation methods and assumptions for the
allowance that took place during 2001.

The Company considers the allowance for loan losses of $3,761 million adequate
to cover losses inherent in loans, loan commitments, and standby and other
letters of credit at December 31, 2001.

The foregoing discussion contains forward-looking statements about the adequacy
of the Company's allowance for loan losses. These forward-looking statements are
inherently subject to risks and uncertainties. A number of factors--many of
which are beyond the Company's control--could cause actual losses to be more
than estimated losses. For a discussion of some of the other factors that could
cause actual losses to be more than estimated losses, see "Factors That May
Affect Future Results" in the "Financial Review" section of the 2001 Annual
Report to Stockholders.

                                       15


PROPERTIES

The Company owns its corporate headquarters building in San Francisco,
California as well as regional headquarters buildings in Phoenix, Arizona and
Portland, Oregon and data processing support and administrative facilities in
Tempe, Arizona; Minneapolis, Minnesota; Billings, Montana and Salt Lake City,
Utah. In addition, the Company leases office space for data processing support
and various administrative departments in major locations in Alaska, Arizona,
California, Colorado, Minnesota, Oregon, Texas, and Utah.

As of December 31, 2001, the Company provided banking, mortgage and consumer
finance through more than 5,400 stores under various types of ownership and
leasehold agreements. Wells Fargo Home Mortgage (WFHM) owns its headquarters in
Des Moines, Iowa and servicing centers located in Minneapolis, Minnesota and
Riverside, California. In addition, WFHM leases servicing centers in
Minneapolis, Minnesota and Charlotte, North Carolina, other offices in
Springfield, Illinois; St. Louis, Missouri and San Bernardino, California, an
operations center in Frederick, Maryland and all mortgage production offices
nationwide. Wells Fargo Financial owns its headquarters in Des Moines, Iowa, and
leases all branch locations.

The Company is also a joint venture partner in one office building in downtown
Los Angeles, California, and one office building in downtown Minneapolis,
Minnesota.

For further information with respect to premises and equipment and commitments
under noncancelable leases for premises and equipment, refer to Note 6
(Premises, Equipment, Lease Commitments, Interest Receivable and Other Assets)
to Financial Statements included in the 2001 Annual Report to Stockholders.

                                       16



EXECUTIVE OFFICERS OF THE REGISTRANT



                                                                                                                YEARS WITH
                                                                                                                COMPANY OR
NAME AND COMPANY POSITION                 POSITIONS HELD DURING THE PAST FIVE YEARS                   AGE     PREDECESSORS
--------------------------                -----------------------------------------                   ---     ------------
                                                                                                     
Howard I. Atkins             Executive Vice President and Chief Financial Officer (August 2001 to      51                0
Executive Vice               Present); Executive Vice President and Chief Financial Officer of New
President and Chief          York Life Insurance Co. (April 1996 to July 2001)
Financial Officer

John A. Berg                 Group Executive Vice President (North Central Banking) (November 2000     56               26
Group Executive              to Present); Group Executive Vice President (Central Banking)
Vice President (North        (November 1998 to November 2000); Senior Vice President and Regional
Central Banking)             Group Head of former Norwest (March 1998 to November 1998); Regional
                             President (Greater Minnesota/La Crosse Region) (January 1990 to
                             March 1998)

Leslie S. Biller             Vice Chairman and Chief Operating Officer (November 1998 to Present);     54               14
Vice Chairman and            President and Chief Operating Officer of former Norwest (February
Chief Operating Officer      1997 to November 1998); Executive Vice President (South Central
                             Community Banking) (July 1990 to February 1997)

Patricia R. Callahan         Executive Vice President (Human Resources) (November 1998 to              48               24
Executive Vice President     Present); Executive Vice President of former Wells Fargo (Personnel)
(Human Resources)            (September 1998 to November 1998); Executive Vice President
                             (Wholesale Banking) (July 1997 to September 1998); Executive Vice
                             President (Personnel) (March 1993 to July 1997)

James R. Campbell            Group Executive Vice President (January 2002 to Present); Group           59               37
Group Executive              Executive Vice President (Minnesota Banking and Investments Group)
Vice President               (November 2000 to January 2002); Group Executive Vice President
                             (Minnesota Banking) (November 1998 to November
                             2000); Executive Vice President (North Central
                             Banking) of former Norwest (August 1997 to November
                             1998); Executive Vice President (Commercial Banking
                             Services, Specialized Lending and Nebraska)
                             (January 1996 to August 1997)


                                       17



EXECUTIVE OFFICERS OF THE REGISTRANT (continued)



                                                                                                                YEARS WITH
                                                                                                                COMPANY OR
NAME AND COMPANY POSITION                 POSITIONS HELD DURING THE PAST FIVE YEARS                   AGE     PREDECESSORS
--------------------------                -----------------------------------------                   ---     ------------
                                                                                                     
C. Webb Edwards              Executive Vice President (Technology and Operations) (November 1998       54               17
Executive Vice President     to Present); Executive Vice President of the former Norwest (April
(Technology and Operations)  1995 to November 1998); and President and Chief Executive Officer of
                             Wells Fargo Services Company (formerly known as Norwest Services,
                             Inc. and Norwest Technical Services, Inc.) (May 1995 to Present)

David A. Hoyt                Group Executive Vice President (Wholesale Banking) (November 1998 to      46               20
Group Executive              Present); Vice Chair (Real Estate, Capital Markets, International) of
Vice President (Wholesale    former Wells Fargo (May 1997 to November 1998); Executive Vice
Banking)                     President (Capital Markets, Special Loans) (September 1994 to May
                             1997)

Michael R. James             Group Executive Vice President (Business Banking and Consumer             50               28
Group Executive Vice         Lending) (July 2000 to Present); Executive Vice President of Wells
President (Business Banking  Fargo Bank, N.A. (Business Banking Group Head) (July 1997 to July
and Consumer Lending)        2000); Executive Vice President (Business Banking Group Division
                             Manager) (June 1992 to July 1997)

Richard M. Kovacevich        Chairman, President and Chief Executive Officer (April 2001 to            58               16
Chairman, President and      Present); President and Chief Executive Officer (November 1998 to
Chief Executive Officer      April 2001); Chairman and Chief Executive Officer of former Norwest
                             (February 1997 to November 1998); Chairman, President and Chief
                             Executive Officer (May 1995 to January 1997)

Dennis J. Mooradian          Group Executive Vice President (Private Client Services) (July 1999       54                5
Group Executive Vice         to Present); Executive Vice President of Wells Fargo Bank, N.A. (May
President (Private Client    1996 to July 1999)
Services)

David J. Munio               Executive Vice President (Chief Credit Officer) (November 2001 to         57               28
Executive Vice               Present); Executive Vice President and Deputy Chief Credit Officer of
President (Chief             Wells Fargo Bank, N.A. (September 1999 to November 2001); Executive
Credit Officer)              Vice President (Loan Supervision) (April 1996 to September 1999)


                                       18



EXECUTIVE OFFICERS OF THE REGISTRANT (continued)



                                                                                                                YEARS WITH
                                                                                                                COMPANY OR
NAME AND COMPANY POSITION                 POSITIONS HELD DURING THE PAST FIVE YEARS                   AGE     PREDECESSORS
--------------------------                -----------------------------------------                   ---     ------------
                                                                                                     
Mark C. Oman                 Group Executive Vice President (Mortgage and Home Equity) (November       47               22
Group Executive              1998 to Present); Executive Vice President (Mortgage Services and
Vice President (Mortgage     Iowa Community Banking) of former Norwest (February 1997 to November
and Home Equity)             1998); and Chairman of Wells Fargo Home Mortgage, Inc. (formerly
                             known as Norwest Mortgage, Inc.) (February 1997 to Present); Chief
                             Executive Officer (August 1989 to January 2001); President (August
                             1989 to February 1997)

Clyde W. Ostler              Group Executive Vice President (Internet Services) (October 1999 to       55               31
Group Executive              Present); Group Executive Vice President (Investments) (November 1998
Vice President (Internet     to October 1999); Vice Chair (Trust and Investment Services) of
Services)                    former Wells Fargo (May 1993 to November 1998)

Daniel W. Porter             Group Executive Vice President (Wells Fargo Financial) and Chairman       46                2
Group Executive Vice         and Chief Executive Officer of Wells Fargo Financial, Inc.
President (Wells Fargo       (December 1999 to Present); various positions with GE Capital since
Financial)                   1986 including Managing Director of GE Capital Europe in London
                             (European Transportation Group) (March 1998 to
                             December 1999); President of Global Consumer
                             Development (September 1997 to March 1998); and
                             President and Chief Executive Officer of Retailer
                             Financial Services (April 1994 to September 1997)

Les L. Quock, CPA            Senior Vice President and Controller (November 1998 to Present);          48               22
Senior Vice President and    Senior Vice President (Payment Systems Services Group) of former
Controller (Principal        Wells Fargo (February 1997 to November 1998); Senior Vice President
Accounting Officer)          (Business Banking Group) (November 1993 to February 1997)

Stanley S. Stroup            Executive Vice President and General Counsel (November 1998 to            58               18
Executive Vice President     Present); Executive Vice President and General Counsel of former
and General Counsel          Norwest (February 1993 to November 1998)

John G. Stumpf               Group Executive Vice President (Western Banking) (May 2000 to             48               20
Group Executive              Present); Group Executive Vice President (Southwestern Banking)
Vice President (Western      (November 1998 to May 2000); Regional President (Texas) of former
Banking)                     Norwest (July 1994 to November 1998)


                                       19



EXECUTIVE OFFICERS OF THE REGISTRANT (continued)



                                                                                                                YEARS WITH
                                                                                                                COMPANY OR
NAME AND COMPANY POSITION                 POSITIONS HELD DURING THE PAST FIVE YEARS                   AGE     PREDECESSORS
--------------------------                -----------------------------------------                   ---     ------------
                                                                                                     
Carrie L. Tolstedt           Group Executive Vice President (California and Border Banking)            42               12
Group Executive Vice         (January 2001 to Present); Regional President of Wells Fargo Bank,
President (California and    N.A. (Central California Banking) (December 1998 to January 2001);
Border Banking)              Regional Manager of Norwest Bank Minnesota, N.A. (Greater Minnesota
                             Community Banking) (May 1998 to December 1998); Executive Vice
                             President of FirstMerit Corporation and President and Chief
                             Executive Officer of  Citizens National Bank and Peoples National
                             Bank (August 1996 to May 1998)


There is no family relationship among the above officers. All executive officers
serve at the pleasure of the Board of Directors.

                                       20



EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   Financial Statements, Schedules and Exhibits:

      (1)    The consolidated financial statements and related notes, the
             independent auditors' report thereon and supplementary data that
             appear on pages 54 through 98 of the 2001 Annual Report to
             Stockholders are incorporated herein by reference.

      (2)    Financial Statement Schedules:

             All schedules are omitted, because they are either not applicable
             or the required information is shown in the consolidated financial
             statements or the notes thereto.

      (3)    Exhibits:

             The Company's SEC file number is 001-2979. On and before November
             2, 1998, the Company filed documents with the SEC under the name
             Norwest Corporation. The former Wells Fargo & Company filed
             documents under SEC file number 001-6214. First Security
             Corporation filed documents under SEC file number 001-6906.



             Exhibit
              number                         Description
              ------                         -----------
                     
                 3(a)   Restated Certificate of Incorporation, incorporated by
                        reference to Exhibit 3(b) to the Company'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 Company's Current
                        Report on Form 8-K dated July 3, 1995 (authorizing
                        preference stock), Exhibits 3(b) and 3(c) to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1998 (changing the Company's name
                        and increasing authorized common and preferred stock,
                        respectively) and Exhibit 3(b) to the Company's
                        Quarterly Report on Form 10-Q for the quarter ended
                        March 31, 2001 (increasing authorized common stock)

                  (b)   Certificate of Change of Location of Registered Office
                        and Change of Registered Agent, incorporated by
                        reference to Exhibit 3(b) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended June 30, 1999

                  (c)   Certificate of Designations for the Company's ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 4 to the Company's Quarterly Report
                        on Form 10-Q for the quarter ended March 31, 1994

                  (d)   Certificate of Designations for the Company's 1995 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 4 to the Company's Quarterly Report
                        on Form 10-Q for the quarter ended March 31, 1995


                                       21




                 3(e)   Certificate Eliminating the Certificate of Designations
                        for the Company's Cumulative Convertible Preferred
                        Stock, Series B, incorporated by reference to Exhibit
                        3(a) to the Company's Current Report on Form 8-K dated
                        November 1, 1995

                  (f)   Certificate Eliminating the Certificate of Designations
                        for the Company's 10.24% Cumulative Preferred Stock,
                        incorporated by reference to Exhibit 3 to the Company's
                        Current Report on Form 8-K dated February 20, 1996

                  (g)   Certificate of Designations for the Company's 1996 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3 to the Company's Current Report
                        on Form 8-K dated February 26, 1996

                  (h)   Certificate of Designations for the Company's 1997 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3 to the Company's Current Report
                        on Form 8-K dated April 14, 1997

                  (i)   Certificate of Designations for the Company's 1998 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3 to the Company's Current Report
                        on Form 8-K dated April 20, 1998

                  (j)   Certificate of Designations for the Company's Adjustable
                        Cumulative Preferred Stock, Series B, incorporated by
                        reference to Exhibit 3(j) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1998

                  (k)   Certificate of Designations for the Company's Series C
                        Junior Participating Preferred Stock, incorporated by
                        reference to Exhibit 3(l) to the Company's Annual Report
                        on Form 10-K for the year ended December 31, 1998

                  (l)   Certificate Eliminating the Certificate of Designations
                        for the Company's Series A Junior Participating
                        Preferred Stock, incorporated by reference to Exhibit
                        3(a) to the Company's Current Report on Form 8-K dated
                        April 21, 1999

                  (m)   Certificate of Designations for the Company's 1999 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3(b) to the Company's Current
                        Report on Form 8-K dated April 21, 1999

                  (n)   Certificate of Designations for the Company's 2000 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3(o) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31, 2000

                  (o)   Certificate of Designations for the Company's 2001 ESOP
                        Cumulative Convertible Preferred Stock, incorporated by
                        reference to Exhibit 3 to the Company's Current Report
                        on Form 8-K dated April 17, 2001


                                       22



                 3(p)   By-Laws, incorporated by reference to Exhibit 3(m) to
                        the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1998

                 4(a)   See Exhibits 3(a) through 3(p)

                  (b)   Rights Agreement, dated as of October 21, 1998, between
                        the Company and ChaseMellon Shareholder Services, LLC,
                        as Rights Agent, incorporated by reference to Exhibit
                        4.1 to the Company's Registration Statement on Form 8-A
                        dated October 21, 1998

                  (c)   The Company agrees to furnish upon request to the
                        Commission a copy of each instrument defining the rights
                        of holders of senior and subordinated debt of the
                        Company.

               10*(a)   Long-Term Incentive Compensation Plan, as amended
                        effective November 23, 1999 (including Forms of Award
                        Term Sheet for grants of restricted share rights),
                        incorporated by reference to Exhibit 10(a) to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1999. Amendment to Long-Term Incentive
                        Compensation Plan, effective November 1, 2000, filed as
                        paragraph (1) of Exhibit 10(ff) hereto. Forms of
                        Non-Qualified Stock Option and Restricted Stock
                        Agreements for grants subsequent to November 2, 1998,
                        incorporated by reference to Exhibit 10(a) to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1998. Forms of Non-Qualified Stock Option
                        and Restricted Stock Agreements for grants prior to
                        November 2, 1998, incorporated by reference to Exhibit
                        10(a) to the Company's Annual Report on Form 10-K for
                        the year ended December 31, 1997

                 *(b)   Long-Term Incentive Plan, incorporated by reference to
                        Exhibit A to the former Wells Fargo's Proxy Statement
                        filed March 14, 1994

                 *(c)   Wells Fargo Bonus Plan, incorporated by reference to
                        Exhibit 10(c) to the Company's Annual Report on Form
                        10-K for the year ended December 31, 2000

                 *(d)   Performance-Based Compensation Policy, incorporated by
                        reference to Exhibit 10(d) to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 1999

                 *(e)   1990 Equity Incentive Plan, incorporated by reference to
                        Exhibit 10(f) to the former Wells Fargo's Annual Report
                        on Form 10-K for the year ended December 31, 1995

                 *(f)   1982 Equity Incentive Plan, incorporated by reference to
                        Exhibit 10(g) to the former Wells Fargo's Annual Report
                        on Form 10-K for the year ended December 31, 1993


                                       23



               10*(g)   Employees' Stock Deferral Plan, incorporated by
                        reference to Exhibit 10(c) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1998. Amendment to Employees' Stock Deferral Plan,
                        effective November 1, 2000, filed as paragraph (2) of
                        Exhibit 10(ff) hereto

                 *(h)   Deferred Compensation Plan, incorporated by reference to
                        Exhibit 10(a) to the Company's Quarterly Report on Form
                        10-Q for the quarter ended June 30, 2001

                 *(i)   1999 Directors Stock Option Plan, incorporated by
                        reference to Exhibit 10(c) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31,
                        2001.

                 *(j)   1990 Director Option Plan for directors of the former
                        Wells Fargo, incorporated by reference to Exhibit 10(c)
                        to the former Wells Fargo's Annual Report on Form 10-K
                        for the year ended December 31, 1997

                 *(k)   1987 Director Option Plan for directors of the former
                        Wells Fargo, incorporated by reference to Exhibit A to
                        the former Wells Fargo's Proxy Statement filed March 10,
                        1995, and as further amended by the amendment adopted
                        September 16, 1997, incorporated by reference to Exhibit
                        10 to the former Wells Fargo's Quarterly Report on Form
                        10-Q for the quarter ended September 30, 1997

                 *(l)   First Security Corporation Comprehensive Management
                        Incentive Plan, incorporated by reference to Exhibit
                        10.1 to First Security Corporation's Quarterly Report on
                        Form 10-Q for the quarter ended September 30, 1999

                 *(m)   Deferred Compensation Plan for Non-Employee Directors of
                        the former Norwest, incorporated by reference to Exhibit
                        10(c) to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended September 30, 1999. Amendment to
                        Deferred Compensation Plan for Non-Employee Directors,
                        effective November 1, 2000, filed as paragraph (4) of
                        Exhibit 10(ff) hereto

                 *(n)   Directors' Stock Deferral Plan for directors of the
                        former Norwest, incorporated by reference to Exhibit
                        10(d) to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended September 30, 1999. Amendment to
                        Directors' Stock Deferral Plan, effective November 1,
                        2000, filed as paragraph (5) of Exhibit 10(ff) hereto

                 *(o)   Directors' Formula Stock Award Plan for directors of the
                        former Norwest, incorporated by reference to Exhibit
                        10(e) to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended September 30, 1999. Amendment to
                        Directors' Formula Stock Award Plan, effective November
                        1, 2000, filed as paragraph (6) of Exhibit 10(ff) hereto

                 *(p)   Deferral Plan for Directors of the former Wells Fargo,
                        incorporated by reference to Exhibit 10(b) to the former
                        Wells Fargo's Annual Report on Form 10-K for the year
                        ended December 31, 1997


                                       24



               10*(q)   1999 Deferral Plan for Directors, incorporated by
                        reference to Exhibit 10(q) of the Company's Annual
                        Report on Form 10-K for the year ended December 31,
                        1999. Amendment to 1999 Deferral Plan for Directors,
                        effective November 1, 2000, filed as paragraph (7) of
                        Exhibit 10(ff) hereto

                 *(r)   1999 Directors Formula Stock Award Plan, incorporated by
                        reference to Exhibit 10(b) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31,
                        2001

                 *(s)   Supplemental 401(k) Plan, incorporated by reference to
                        Exhibit 10(a) to the Company's Quarterly Report on Form
                        10-Q for the quarter ended September 30, 1999. Amendment
                        to Supplemental 401(k) Plan, effective November 1, 2000,
                        filed as paragraph (9) of Exhibit 10(ff) hereto.

                 *(t)   Supplemental Cash Balance Plan, incorporated by
                        reference to Exhibit 10(b) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1999

                 *(u)   Supplemental Long Term Disability Plan, incorporated by
                        reference to Exhibit 10(f) to the Company's Annual
                        Report on Form 10-K for the year ended December 31,
                        1990. Amendment to Supplemental Long Term Disability
                        Plan, incorporated by reference to Exhibit 10(g) to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1992

                 *(v)   Agreement between the Company and Richard M. Kovacevich
                        dated March 18, 1991, incorporated by reference to
                        Exhibit 19(e) to the Company's Quarterly Report on Form
                        10-Q for the quarter ended March 31, 1991. Amendment
                        effective January 1, 1995, to the March 18, 1991
                        agreement between the Company and Richard M. Kovacevich,
                        incorporated by reference to Exhibit 10(c) to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended March 31, 1995

                 *(w)   Agreement, dated July 11, 2001, between the Company and
                        Howard I. Atkins, incorporated by reference to Exhibit
                        10 to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended September 30, 2001

                 *(x)   Amended and Restated Employment Agreement, dated as of
                        October 18, 2000, between the Company and Spencer F.
                        Eccles, incorporated by reference to Exhibit 10(x) to
                        the Company's Annual Report on Form 10-K for the year
                        ended December 31, 2000

                 *(y)   Agreement between the Company and Mark C. Oman, dated
                        May 7, 1999 and agreements between the Company and two
                        other executive officers, dated October 7, 1998, and
                        October 25, 1999, respectively, incorporated by
                        reference to Exhibit 10(y) to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 1999


                                       25



               10*(z)   Form of severance agreement between the Company and
                        seven executive officers, including Richard M.
                        Kovacevich, Les S. Biller, Mark C. Oman and C. Webb
                        Edwards, incorporated by reference to Exhibit 10(ee) to
                        the Company's Annual Report on Form 10-K for the year
                        ended December 31, 1998. Amendment effective January 1,
                        1995, to the March 11, 1991 agreement between the
                        Company and Richard M. Kovacevich, incorporated by
                        reference to Exhibit 10(b) to the Company's Quarterly
                        Report on Form 10-Q for the quarter ended March 31, 1995

                 *(aa)  Description of Supplemental Retirement Benefit
                        Arrangement for C. Webb Edwards, incorporated by
                        reference to Exhibit 10(aa) to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 2000

                 *(bb)  Consulting Agreement dated January 25, 1999, between the
                        Company and Chang-Lin Tien, incorporated by reference to
                        Exhibit 10(gg) to the Company's Annual Report on Form
                        10-K for the year ended December 31, 1998

                 *(cc)  Description of Relocation Program, filed herewith

                 *(dd)  Description of Executive Financial Planning Program,
                        incorporated by reference to Exhibit 10(ee) to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1999

                 *(ee)  Executive Loan Plan, incorporated by reference to
                        Exhibit 10(i) to the former Wells Fargo's Annual Report
                        on Form 10-K for the year ended December 31, 1994

                 *(ff)  Amendments to Long-Term Incentive Compensation Plan,
                        Employees' Stock Deferral Plan, Deferred Compensation
                        Plan for Non-Employee Directors, Directors' Stock
                        Deferral Plan, Directors' Formula Stock Award Plan,
                        1999 Deferral Plan for Directors, and Supplemental
                        401(k) Plan, incorporated by reference to Exhibit 10(ff)
                        to the Company's Annual Report on Form 10-K for the
                        year ended December 31, 2000

                  (gg)  Agreement between the Company and an executive officer,
                        incorporated by reference to Exhibit 10(b) to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 2001

                  (hh)  PartnerShares Stock Option Plan, as amended through
                        February 26, 2002, filed herewith

---------------
* Management contract or compensatory plan or arrangement

Stockholders may obtain a copy of any of the foregoing exhibits, upon payment of
a reasonable fee, by writing Wells Fargo & Company, Office of the Secretary,
Wells Fargo Center, N9305-173, Sixth and Marquette, Minneapolis, Minnesota
55479.

                                       26


                12(a)   Computation of Ratios of Earnings to Fixed Charges --
                        the ratios of earnings to fixed charges, including
                        interest on deposits, were 1.79, 1.82, 2.07, 1.62 and
                        1.79 for the years ended December 31, 2001, 2000, 1999,
                        1998 and 1997, respectively. The ratios of earnings to
                        fixed charges, excluding interest on deposits, were
                        2.64, 2.67, 3.29, 2.51 and 3.02 for the years ended
                        December 31, 2001, 2000, 1999, 1998 and 1997,
                        respectively.

                  (b)   Computation of Ratios of Earnings to Fixed Charges and
                        Preferred Dividends -- the ratios of earnings to fixed
                        charges and preferred dividends, including interest on
                        deposits, were 1.79, 1.81, 2.05, 1.60 and 1.77 for the
                        years ended December 31, 2001, 2000, 1999, 1998 and
                        1997, respectively. The ratios of earnings to fixed
                        charges and preferred dividends, excluding interest on
                        deposits, were 2.62, 2.65, 3.22, 2.45 and 2.93 for the
                        years ended December 31, 2001, 2000, 1999, 1998 and
                        1997, respectively.

                13      2001 Annual Report to Stockholders, pages 33 through 98

                21      Subsidiaries of the Company

                23      Consent of Independent Accountants

                24      Powers of Attorney


(b) The Company filed the following reports on Form 8-K during the fourth
quarter of 2001:

    (1)   October 16, 2001, under Item 5, containing the Company's financial
          results for the quarter ended September 30, 2001

STATUS OF PRIOR DOCUMENTS

The Wells Fargo & Company Annual Report on Form 10-K for the year ended
December 31, 2001, at the time of filing with the Securities and Exchange
Commission, shall modify and supersede all documents filed prior to
January 1, 2002 pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 (other than the Current Report on Form 8-K filed
October 14, 1997, containing a description of the Company's common stock) for
purposes of any offers or sales of any securities after the date of such
filing pursuant to any Registration Statement or Prospectus filed pursuant to
the Securities Act of 1933 which incorporates by reference such Annual Report
on Form 10-K.

                                       27



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 15,
2002.

                                   WELLS FARGO & COMPANY

                                   By:    RICHARD M. KOVACEVICH
                                          -------------------------------------
                                          Richard M. Kovacevich
                                          Chairman, President and
                                          Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.

                                    By:    HOWARD I. ATKINS
                                           ------------------------------------
                                           Howard I. Atkins
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)

                                    By:    LES L. QUOCK
                                           ------------------------------------
                                           Les L. Quock
                                           Senior Vice President and Controller
                                           (Principal Accounting Officer)

The Directors of Wells Fargo & Company listed below have duly executed powers
of attorney empowering Philip J. Quigley to sign this document on their
behalf.


       Leslie S. Biller                   Richard D. McCormick
       J.A. Blanchard III                 Cynthia H. Milligan
       Michael R. Bowlin                  Benjamin F. Montoya
       David A. Christensen               Donald B. Rice
       Spencer F. Eccles                  Judith M. Runstad
       Robert L. Joss                     Susan G. Swenson
       Reatha Clark King                  Michael W. Wright
       Richard M. Kovacevich


                                    By:    PHILIP J. QUIGLEY
                                           ------------------------------------
                                           Philip J. Quigley
                                           Director and Attorney-in-fact
                                           March 15, 2002


                                       28