THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Wells Fargo & Company (WFC)

3/17/2006 Proxy Information

Four directors, including two who served on the HRC, have family members who are employed by the Company or a subsidiary. No director shared a home with such family member, nor does any director have a material interest in the employment relationship. The individuals discussed below are four of approximately 153,000 employees of Wells Fargo. None of these individuals is, nor reports directly to, an executive officer of the Company. The compensation of each person discussed below was established by the Company in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. In addition to this compensation, each individual is entitled to receive employee benefits generally available to all employees. The Company regards each of these persons as a highly educated, trained, and competent employee. The Company believes that these employment relationships are beneficial to the Company and its stockholders and do not have any impact on or impair the independence of the related directors or their ability to represent the best interests of the Company’s stockholders.

Cynthia Milligan has an adult brother who has been employed by Wells Fargo Bank as a private client advisor since 2004, and received 2005 compensation of approximately $172,000. Ms. Milligan was unaware of her brother’s job discussions with Wells Fargo Bank until he called to tell her that he had accepted a job offer. Wells Fargo Bank was also unaware of the family relationship with Ms. Milligan until after Ms. Milligan’s brother accepted the position. Philip J. Quigley has an adult child who has been employed by Wells Fargo Foothill, Inc. (“Foothill”) as a senior research analyst since February 2006, and will be paid an annual salary of $100,000 and be eligible for a performance-based bonus in 2006. Foothill was unaware of this individual’s family relationship with Mr. Quigley until after the job offer was made and accepted. Mr. Quigley was unaware of these job discussions with Foothill or the job offer until after the offer had been made. Donald B. Rice has an adult child who was employed by Wells Fargo Bank in 1992, when Mr. Rice was not serving as a director of the former Wells Fargo. This individual is currently employed as a senior credit risk manager, and received 2005 compensation of approximately $374,000, including perquisites and a supplemental retirement benefit, and was granted an option in February 2005 at fair market value on the grant date to purchase 9,960 shares of Company common stock. Michael W. Wright has an adult child who has been employed by the Company as an attorney since 2000, and received 2005 compensation of approximately $125,000.

Lending and Other Ordinary Business Transactions. During 2005, almost all of our directors, including all of the members of the HRC, as well as some of their respective family members and/or affiliated entities, engaged in loan transactions and/or had other extensions of credit in the ordinary course of business with our banking and other lending subsidiaries. All of these transactions were on substantially the same terms, including interest rates, collateral and repayment and other terms, as those available at the time for similar transactions with unrelated parties. None of these loans or credit transactions involve more than the normal risk of collectibility or present other unfavorable features. /p>

Enrique Hernandez, Jr., has a sister who owns Hillcrest Commonwealth Associates, LLC (“Hillcrest”). Wells Fargo Bank leased a building from Hillcrest in La Canada, California for use as a retail banking facility until Hillcrest sold the building in June 2005. During 2005, the Bank paid Hillcrest rent and common area maintenance expenses under the lease in the approximate aggregate amount of $91,000. The Company believes that the rent and expenses paid to Hillcrest under the lease were comparable to the cost to Wells Fargo Bank to lease similar property in the La Canada area from an unrelated party.

Richard D. McCormick, who served as a member of the HRC in 2005, owns an indirect 25% interest in L&P Investments, LLC (the “LLC”), a limited liability company formed to hold for sale or development two adjacent, unimproved parcels of land in the Denver, Colorado area. In December 2005, Wells Fargo Bank purchased one of these parcels from the LLC for $1.5 million for development as a bank branch. Additional information regarding this transaction, as well as the Board of Directors’ determination that Mr. McCormick’s interest as a passive investor in the LLC and its participation in this transaction did not impair his independence as a director, is discussed above under the heading “Director Independence Determination.” However, as a result of this transaction, Mr. McCormick is no longer considered an outside director under Section 162(m) of the Internal Revenue Code and the Company’s Performance-Based Compensation Policy and, accordingly, he resigned as a member of the HRC effective February 7, 2006.

Other Information About Directors. Susan G. Swenson served as a director and as president and chief operating officer of Leap Wireless International, Inc. and substantially all of its subsidiaries (collectively, “Leap”), a wireless communications carrier, from July 1999 until January 2004. On April 13, 2003, Leap filed voluntary petitions for relief under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of California, and on August 17, 2004, Leap completed its financial restructuring and emerged from Chapter 11.

3/17/2005 Proxy Information

Mark C. Oman, who is an executive officer named in the Summary Compensation Table on page 27 of this proxy statement, has an in-law who is employed by a subsidiary of the Company and was paid compensation in 2004 of not more than $130,000 and received other employee benefits. The compensation and other benefits received by Mr. Oman’s family member were established by the Company in accordance with its employment and compensation practices applicable to employees holding a comparable position. This individual is one of the approximately 150,000 employees of the Company and its subsidiaries and does not report directly to Mr. Oman or any other executive officer of the Company.

Wells Fargo Bank, National Association (the “Bank”) holds a 20% interest in Shanghai Commercial Bank Limited (“SCB”), and has the right to nominate two persons for election to SCB’s board of directors. Pursuant to this right, Robert L. Joss has served as a director of SCB since 2002, and the Bank expects to nominate him for continued service on SCB’s board. In 2004, the Bank paid Mr. Joss $30,000 for serving as a director of SCB and providing advice regarding the Bank’s position on specific issues regarding SCB. This arrangement was terminated effective as of December 31, 2004. The Bank does not have any agreements with SCB with respect to compensation SCB may determine to pay Mr. Joss directly for his service as one of its directors.

Judith M. Runstad is of counsel to the law firm of Foster Pepper & Shefelman PLLC which performed legal services for the Bank in connection with a financing transaction in 2004 for aggregate fees of $7,500.

Enrique Hernandez, Jr. has a sister who is the owner of Hillcrest Commonwealth Associates, LLC (“Hillcrest”). Hillcrest leases space in a building in La Canada, California to the Bank for use as a retail banking facility. For 2004, the Bank paid Hillcrest under the lease an annual rental of approximately $87,900, plus the Bank’s share of taxes, insurance, and common area maintenance expenses on the leased facility. Beginning in 2005, the Bank intends to expand its facility and enter into a new lease with Hillcrest for the entire building for an approximate annual rental of $175,000, plus taxes and insurance, with the Bank providing other maintenance services at its own expense. The Company believes that the rent and other expenses paid to Hillcrest under the lease are comparable to the cost to the Bank to lease similar property in the La Canada area.

Susan G. Swenson served as a director and as president and chief operating officer of Leap Wireless International, Inc. and substantially all of its subsidiaries (collectively, “Leap”), a wireless communications carrier, from July 1999 until January 2004. On April 13, 2003, Leap filed voluntary petitions for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). On October 22, 2003, the Bankruptcy Court confirmed Leap’s Joint Plan of Reorganization, subject to its compliance with certain terms and conditions. Leap completed its financial restructuring pursuant to the plan and emerged from Chapter 11 on August 17, 2004.

Donald B. Rice and Michael W. Wright each have an adult child, and Cynthia H. Milligan has a brother, each of whom is an employee of the Company or a subsidiary of the Company and was paid compensation in 2004 of more than $100,000 but less than $350,000 and received one or more other employee perquisites and benefits, including stock options. These immediate family members are three of the approximately 150,000 employees of the Company and do not report directly to any executive officer of the Company. The compensation, stock option grants, and other benefits received by each were established by the Company in accordance with its employment and compensation practices applicable to employees holding comparable positions.

Mr. Wright is the Chair, and Mr. Rice, Susan E. Engel, and Stephen W. Sanger are members of the Human Resources Committee (the “HRC”) of the Board of Directors. The HRC determines the compensation to be paid to the Company’s chief executive officer (subject to ratification by the Board) and to other executive officers, including the executive officers named in the Summary Compensation Table appearing on page 27 of this proxy statement. Information on the employment of Mr. Wright’s and Mr. Rice’s adult children by the Company or its subsidiary is provided above. In addition, Mr. Rice, two of Mr. Rice’s adult children, Ms. Engel, and Mr. Sanger each had a mortgage loan during 2004 from Wells Fargo Home Mortgage, Inc. (“WFHMI”), a subsidiary of the Company. Information on these loans is included in the loan table beginning on page 36 of this proxy statement. These loans were made on substantially the same terms, including interest rates and collateral, as those available at the time for similar transactions with other persons. These loans were transferred to Wells Fargo Bank, National Association upon WFHMI’s merger with the Bank in May 2004.

3/19/2004 Proxy Information

Robert L. Joss has an agreement with Wells Fargo Bank, National Association pursuant to which he has agreed to serve as a director of Shanghai Commercial Bank Limited (“SCB”) in which Wells Fargo Bank has a 20% interest, and to provide advice to the Bank on specific issues regarding SCB for an annual fee of $30,000.

Judith M. Runstad is of counsel to the law firm of Foster Pepper & Shefelman PLLC which performed legal services for two subsidiaries of the Company in 2003 for aggregate fees of $1,970.

Susan G. Swenson served as a director and as president and chief operating officer of Leap Wireless International, Inc. and substantially all of its subsidiaries (collectively, “Leap”), a wireless communications carrier, from July 1999 until January 2004. On April 13, 2003, Leap filed voluntary petitions for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). On October 22, 2003, the Bankruptcy Court confirmed Leap’s Joint Plan of Reorganization, clearing the way for Leap to complete its financial restructuring and emerge from Chapter 11. Consummation of the Joint Plan of Reorganization is subject to compliance with the terms and conditions set forth in the plan, including approval from the Federal Communications Commission.

Michael W. Wright is the Chair, and Susan E. Engel, Donald B. Rice, and Stephen W. Sanger are members of the Human Resources Committee (the “HRC”) of the Board of Directors. The HRC determines the compensation to be paid to the Company’s chief executive officer and other executive officers, including the executive officers named in the Summary Compensation Table appearing on pages 25 and 26 of this proxy statement.

Mr. Rice has an adult child and an in-law, and Mr. Wright has an adult child, each of whom is an employee of the Company or a subsidiary of the Company and was paid compensation in 2003 in excess of $60,000 but less than $300,000 and received other employee benefits. These immediate family members are three of the approximately 140,000 employees of the Company and do not report directly to any executive officer of the Company. The compensation and other benefits received by each were established by the Company in accordance with its employment and compensation practices applicable to employees holding comparable positions.

Ms. Engel, Mr. Sanger, Mr. Rice, and three of Mr. Rice’s adult children each had a mortgage loan from Wells Fargo Home Mortgage, Inc., a subsidiary of the Company, during 2003. Information on these loans is included in the loan table beginning on page 35 of this proxy statement. These loans were made on substantially the same terms, including interest rates and collateral, as those available at the time for similar transactions with other persons.

3/18/2003 Proxy Information

Spencer F. Eccles. The Company entered into an employment agreement with Spencer F. Eccles, the former chairman and chief executive officer of First Security Corporation (“First Security”), effective upon completion of the Company’s acquisition of First Security on October 25, 2000 (the “Effective Date”). Pursuant to this employment agreement, Mr. Eccles has served as a director of the Company since the Effective Date and will retire as a director at the 2003 annual meeting. He will continue to serve as the chairman of the Company’s Intermountain Banking Region in Salt Lake City, Utah through August 2004.

Pursuant to his employment agreement, Mr. Eccles received a salary and bonus in 2002 of approximately $1,100,000. Mr. Eccles will receive a bonus of approximately $108,000 in 2003 for the period January 1, 2002 through April 23, 2002, and base salary for 2003 through August 2004 (the month and year in which Mr. Eccles will reach the age of 70) at an annual rate of $800,000. Mr. Eccles will also be entitled to participate in the Company’s employee benefit, medical, and other plans and programs generally applicable to the Company’s senior executives, excluding certain salary continuation and severance programs, through August 2004.

Mr. Eccles is also entitled to certain payments and benefits if his employment is terminated prior to August 31, 2004. In the event such termination occurs, Mr. Eccles will be entitled to receive continued medical and dental benefits for himself and his spouse, a retirement benefit of $800,000 per year until he reaches the age of 70, and thereafter the retirement benefit described below.

Beginning on his 70th birthday, Mr. Eccles will receive an annual retirement benefit of $1,000,000, less the amount of any accrued benefits payable to him under the Company’s qualified and non-qualified retirement plans. Upon his death, his current spouse (if she survives him) will receive 50% of Mr. Eccles’ retirement benefit. He will also receive a special bonus of $1,500,000 on his 70th birthday. In addition, Mr. Eccles will be entitled to receive post-retirement welfare benefits based on the greater of the benefits he would have been eligible to receive if he had retired at the time the Company completed its acquisition of First Security and the benefits provided to the Company’s retired executive officers at any time after the acquisition was completed.

Mr. Eccles’ employment agreement also obligates the Company to make an additional payment if any payment or distribution received by him under the terms of his employment agreement would result in an excise tax liability so that after the payment of all income and excise taxes, he would be in the same after-tax position as if no excise tax had been imposed. Alternatively, if any such payment or distribution does not exceed 110% of the minimum amount for imposition of an excise tax, no additional payment to cover any excise taxes will be paid. Instead, the payment or distribution owed to Mr. Eccles will be reduced to an amount that would not result in any excise tax liability to him.

Robert L. Joss. Robert L. Joss, a director of the Company, has an agreement with Wells Fargo Bank, N.A. pursuant to which he has agreed to serve as a director of Shanghai Commercial Bank Limited (“SCB”) in which Wells Fargo Bank has a 20% interest, and to provide advice to the Bank on specific issues relating to SCB for an annual fee of $30,000.

During 2002, certain directors, executive officers, members of their immediate families, and their associates had banking transactions, including loans, in the ordinary course of business with the Company’s bank subsidiaries. In addition, prior to the adoption of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) effective July 30, 2002, Wells Fargo Investments, LLC, a broker-dealer subsidiary, made margin loans in the ordinary course of business to certain executive officers. All loans were made on substantially the same terms, including interest rates and collateral, as those available at the time for similar transactions with other persons. The loans did not involve more than the normal risk of collection or have other unfavorable features.

Certain directors, executive officers, and members of their immediate families had mortgage and other loans from three of the Company’s non-bank subsidiaries. I

Three non-employee directors and 18 executive officers of the Company (including Les Biller and the current executive officers named in the Summary Compensation Table), as well as members of the immediate families of certain directors and executive officers, obtained mortgage loans from Wells Fargo Home Mortgage, Inc. (“WFHMI”), a mortgage lending subsidiary of Wells Fargo Bank, N.A. Prior to the adoption of Sarbanes-Oxley, WFHMI waived an origination fee equal to 1% of each loan amount in connection with the mortgage loans to the directors and executive officers, a benefit available to all Company employees.

The mortgage loans made by WFHMI include loans made to Richard M. Kovacevich, Les Biller, John G. Stumpf, and Howard I. Atkins, all of whom are named in the Summary Compensation Table, under the Company’s relocation program (the “Relocation Program”) described on pages 36 through 38 of this proxy statement. Information about the mortgage loans made to these individuals also appears in the loan table and related footnotes on pages 35 and 36.

During 2002, certain executive officers of the Company who were officers of the former Wells Fargo had outstanding mortgage loans made under its Executive Loan Program and outstanding loans to facilitate their exercise of stock options granted under the former Wells Fargo’s Long-Term Incentive Plan. These loans are now held by WFC Holdings Corporation (“WFC Holdings”) as successor to the former Wells Fargo after the Merger. Under the Executive Loan Program, an eligible employee could obtain a mortgage loan for purchasing, constructing, improving, or refinancing the employee’s principal residence. Mortgage loans were available in amounts which, when aggregated with other debt secured by the residence, would not exceed the lesser of $1,500,000 or 100% of the fair market value of the residence. New mortgage loans under this loan program are no longer being made. The stock option loans had maximum terms of six years and variable interest rates that were adjusted each year based on the greater of the average annual rate for three-year U.S. Treasury notes for the immediately preceding calendar year and the applicable rate under the Internal Revenue Code.

As a result of certain provisions of Sarbanes-Oxley, the Company and its subsidiaries (with certain exceptions) are generally prohibited from making loans to directors and executive officers. Any loan made by the Company or one of its subsidiaries to a director or an executive officer prior to July 30, 2002, may remain outstanding. The Company’s bank and consumer lending subsidiaries, including WFHMI, may continue to make loans to the Company’s directors and executive officers on non-preferential terms. In accordance with Sarbanes-Oxley, directors and executive officers are no longer permitted to participate in WFHMI’s program waiving a 1% mortgage origination fee for Company employees who obtain mortgage loans from WFHMI. WFC Holdings also has discontinued making stock option exercise loans to executive officers of the Company who were officers of the former Wells Fargo.

David A. Christensen, Donald B. Rice, and Michael W. Wright are directors and members of the HRC and 162(m) Committees. Mr. Christensen has an adult child and an adult nephew, Mr. Rice has an adult child and an in-law and Mr. Wright has an adult child, each of whom is an employee of the Company or a subsidiary and was paid compensation in 2002 in excess of $60,000 but less than $310,000 and other benefits comparable to those received by employees having similar positions. The compensation of each was established by the Company in accordance with its employment and compensation practices applicable to employees holding comparable positions. These immediate family members are five of the approximately 134,000 employees of the Company and do not report directly to any executive officer of the Company. Mr. Wright, another of his adult children, and three adult children of Mr. Rice (including the adult child who is an employee) each had a mortgage loan from WFHMI during 2002. Information on these loans is included the in the table beginning on page 35 of this proxy statement.