Exhibit 10(b)


                                 April 20, 2001


Dennis Mooradian
Group EVP
Private Client Services

Dear Dennis:

The purpose of this document is to summarize our mutual understanding with
regard to any potential severance compensation to which you would be entitled
for the duration of your employment with Wells Fargo. This letter supercedes
and replaces the memo from Clyde Ostler to you dated October 7, 1998
regarding your Compensation Agreement.

If during your employment with Wells Fargo:

o    your job is eliminated, your pay opportunity (defined as base pay plus
     bonus opportunity) is reduced, your scope of responsibility is
     significantly reduced ,or you are required to change your primary work
     location by more than 50 miles, or

o    if Wells Fargo terminates your employment for other than the reasons cited
     above, or other than for cause (defined as the commission of a fraudulent
     or dishonest act; or upon your material violation of Wells Fargo's policies
     or the Wells Fargo Code of Ethics and Business Conduct)

you will be eligible for the more favorable of the severance benefit under
the Wells Fargo Salary Continuation Pay Plan OR the following:

     o   A paid leave of absence of eighteen (18) months duration ("paid leave
         period") during which you will be paid at the rate of your base pay
         and target incentive compensation in effect at the commencement of
         the leave, but no less than 2001 target incentive compensation, and

     o   Eligibility for vesting of stock options during the leave of absence.

You will need to agree to a non-solicitation (as defined below) during the
paid leave period (a total of eighteen months) from your departure date and
your eligibility for the severance benefit will be subject to the appropriate
releases.



Dennis Mooradian                      -2-                        April 20, 2001


Non-solicitation is defined as:

         For the paid leave period, you will not personally, directly or
         indirectly, either as an individual for your own benefit, or on behalf
         of another person or persons, corporation, partnership or other entity,
         solicit any Wells Fargo employee for the purpose of hiring or
         attempting to hire such employee. Also during the paid leave period you
         will not personally, directly or indirectly, attempt to divert any of
         the business of Wells Fargo, or any business which Wells Fargo has a
         reasonable expectation of obtaining, by soliciting, contacting, or
         communicating with any current Wells Fargo customers or prospects.

In addition, Wells Fargo agrees to continue the practice of advancing
$87,500 per quarter in incentive pay as has been done since your joining
Wells Fargo. This total annual advance of $350,000 will be netted from your
annual bonus when that becomes payable in March of each year.

Wells Fargo team members join the company voluntarily and are free to resign
at any time. Similarly, Wells Fargo is free to end an employment relationship
when it is in the company's best interest, including reorganization due to
economic reasons. While we hope our relationship will be long and, mutually
beneficial, neither you nor we have entered into any expressed or implied
contract of employment that would alter your "at will" employment status.

                                                    Sincerely,


                                                    /s/ Les Biller

                                                    Chief Operating Officer
                                                    Wells Fargo & Company