SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
(as permitted Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Brenton Banks, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

Common stock, par value $2.50 per share, of Brenton Banks, Inc.
("Brenton")
Common stock, par value $20 per share, of Brenton Bank ("Brenton Bank")

(2) Aggregate number of securities to which transaction applies:

21,783,222 shares of Brenton common stock, representing the maximum
number of shares of Brenton common stock expected to be received by
Wells Fargo & Company ("Wells Fargo").
13,239 shares of Brenton Bank common stock, representing the number of
shares of Brenton Bank common stock outstanding other than shares held
by Brenton.

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

The proposed maximum aggregate value of the transaction of $269,671,732
was calculated in accordance with Rule 0-11(a)(4) and (c) of the
Securities Exchange Act of 1934, as amended, based on the sum of (i)
the aggregate market value on September 5, 2000 of the shares of the
common stock of Brenton expected to be received by Wells Fargo and (ii)
the aggregate book value at August 31, 2000 of the shares of the common
stock of Brenton Bank expected to be received by Wells Fargo other than
shares held by Brenton. The aggregate market value of the shares of the
Brenton common stock was calculated in accordance with Rule 0-11(a)(4)
by multiplying (i) the average of the high and low sales prices of
Brenton common stock as reported on Nasdaq on September 5, 2000
($12.16) by (ii) 21,783,222, representing the maximum number of shares
of Brenton common stock expected to be received by Wells Fargo. The
aggregate book value of the shares of Brenton Bank common stock was
calculated by multiplying (i) the book value per share of Brenton Bank
common stock at August 31, 2000 ($361.64) by (ii) 13,239, representing
the number of shares of Brenton Bank common stock outstanding other
than shares held by Brenton.

(4) Proposed maximum aggregate value of transaction:

$269,671,732

(5) Total fee paid:

$53,934.35

[ ] Fee paid previously with preliminary materials:

[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: $71,193.34
(2) Form, Schedule or Registration Statement No.: Form S-4, file
no. 333-45384
(3) Filing Party: Wells Fargo & Company
(4) Date Filed: September 8, 2000

The information in this document is not complete and may change.

[Brenton logo]

MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

The boards of directors of Brenton Banks, Inc. (Brenton) and Brenton Bank
have approved the sale of the company and the bank to Wells Fargo & Company.
Brenton is the parent bank holding company of Brenton Bank, holding 96% of the
outstanding stock of Brenton Bank. Wells Fargo is proposing to acquire all of
the outstanding stock of Brenton through the merger of a Wells Fargo subsidiary
into Brenton and all of the outstanding stock of Brenton Bank not held by
Brenton through the merger of a Wells Fargo bank subsidiary into Brenton Bank.
The bank merger will occur immediately after the holding company merger.

--------------

Brenton Shareholders Brenton Bank Shareholders

The holding company merger requires the The bank company merger requires the approval
approval of Brenton shareholders and will be of Brenton Bank shareholders and will be voted
voted on at a special meeting of shareholders to on at a special meeting of shareholders to be
be held: held:
, , 2000 , , 2000
10:00 a.m., local time 10:00 a.m., local time
Des Moines, Iowa Des Moines, Iowa
If the holding company merger is completed,
Wells Fargo will exchange a total of If the bank merger is completed, Wells Fargo
$255,694,000 in value of its common stock for will exchange a total of $8,806,000 in value of
all shares of Brenton common stock then its common stock for all shares of Brenton Bank
outstanding. The number of shares of Wells Fargo common stock then outstanding other than shares
common stock you will receive in the holding held by Brenton. The number of shares of Wells
company merger depends on the following: Fargo common stock you will receive in the bank
merger depends on the following:
.a measurement price based on the average .a measurement price based on the average
closing price of Wells Fargo common stock for closing price of Wells Fargo common stock for
the 15 trading days immediately before the the 15 trading days immediately before the
special meeting of Brenton shareholders; and special meeting of Brenton shareholders; and
.the number of shares of Brenton common stock .the number of shares of Brenton Bank common
outstanding at the time of the holding company stock outstanding at the time of the holding
merger. company merger excluding shares held by Brenton.
Because the measurement price is an average Because the measurement price is an average
for a 15-trading day period before the special for a 15-trading day period before the special
meeting, and because there may be some period of meeting, and because there may be some period of
time between the special meeting and the closing time between the special meeting and the closing
of the holding company merger, the total market of the bank merger, the total market value of
value of Wells Fargo common stock received by Wells Fargo common stock received by Brenton
Brenton shareholders may be more or less than Bank shareholders may be more or less than
$255,694,000. $8,806,000.
Brenton's board of directors recommends that Brenton Bank's board of directors recommends
Brenton shareholders vote FOR approval of the that Brenton Bank shareholders vote FOR approval
holding company merger. of the bank merger.

--------------

Wells Fargo common stock is listed on the New York and Chicago Stock
Exchanges under the symbol "WFC." On , 2000, Wells Fargo common
stock closed at $ a share. The price of Wells Fargo common stock will
fluctuate, and it is impossible to predict the price at which Wells Fargo
common stock will trade in the future.

Whether or not you plan to attend a meeting, please complete and mail the
enclosed proxy card. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be voted in favor of the
holding company merger or bank merger, as the case may be. If you fail to
return your proxy card, or if you fail to instruct your broker how to vote
shares held for you in the broker's name, the effect will be the same as a vote
against the merger.

- ------------------------------------ ------------------------------------
C. Robert Brenton Chairman of the Board, Brenton Banks, Inc.
Robert L. DeMeulenaere Chairman of
the Board, Brenton Bank

--------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Wells Fargo common stock to be
issued or determined if this document is truthful or complete. Any
representation to the contrary is a criminal offense.

Shares of Wells Fargo common stock are not savings or deposit accounts or
other obligations of any bank or non-bank subsidiary of Wells Fargo, and they
are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency.

--------------

Proxy Statement-Prospectus dated , 2000,
and first mailed to shareholders on or about , 2000.

ADDITIONAL INFORMATION

This document incorporates important business and financial information
about Wells Fargo and Brenton that is not included in or delivered with this
document. See "Where You Can Find More Information" on page for a list of
the documents that Wells Fargo and Brenton have incorporated into this
document. The documents are available to you without charge upon written or
oral request made as follows:

Wells Fargo Documents: Brenton Documents:
Corporate Secretary Wells Fargo & Corporate Secretary Brenton Banks, Inc.
Company MAC N9305-173 Sixth and Capital Square 400 Locust Street Des
Marquette Minneapolis, Minnesota 55479 Moines, Iowa 50309 (515) 237-5232
(612) 667-8655

To obtain documents in time for the special meetings, your request should be
received by , 2000.

BRENTON BANKS, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held , 2000

To the Shareholders of Brenton Banks, Inc.:

A special meeting of shareholders of Brenton Banks, Inc., an Iowa
corporation, will be held on , , 2000, at .m.,
Des Moines, Iowa time, at , Des Moines, Iowa . Brenton
Banks, Inc. is referred to in this notice and elsewhere in this document as
"Brenton" or the "holding company." The purposes of the meeting are to:

1. Vote on a proposal to approve the agreement and plan of reorganization,
dated as of July 6, 2000, by and among Brenton, Brenton Bank, an Iowa
banking association and subsidiary of Brenton, and Wells Fargo &
Company, a Delaware corporation, and a related agreement and plan of
merger, dated as of , 2000, by and between Brenton and
, a wholly-owned subsidiary of Wells Fargo, included
as Exhibit A-1 to the agreement and plan of reorganization. The
agreement and plan of reorganization, including Exhibit A-1, is referred
to in this notice and elsewhere in this document as the "merger
agreement." Pursuant to the merger agreement, a wholly-owned subsidiary
of Wells Fargo will merge with and into Brenton upon the terms and
subject to the conditions set forth in the merger agreement, as more
fully described in this document. This merger is referred to in this
notice and elsewhere in this document as the "holding company merger."

2. Act on any other matters that may properly come before the meeting.

Only Brenton shareholders of record on , 2000 may vote at the
special meeting or at any adjournment thereof. A list of shareholders of record
who may vote at the meeting will be available during business hours for any
Brenton shareholder to examine and copy for any purpose relevant to the
meeting. The list will be available beginning two business days after notice of
the meeting is given through adjournment of the meeting at the offices of
Brenton, Suite 200, Capital Square, 400 Locust Street, Des Moines, Iowa 50309.
The list will also be available during the meeting at .

As described later in this document, under Iowa law, Brenton shareholders
are entitled in connection with the holding company merger to assert
dissenters' appraisal rights and receive in cash the fair value of their shares
of Brenton common stock. A copy of the Iowa dissenters' appraisal rights
statute is included in this document as Appendix D.

By Order of the Board of Directors

/s/ Steven T. Schuler
Steven T. Schuler
Corporate Secretary

, 2000

Please promptly complete, sign, date and return the enclosed proxy card
whether or not you plan to attend the meeting. Failure to return a
properly executed proxy or to vote at the meeting will have the same
effect as a vote against the merger agreement and the holding company
merger. You may still vote in person at the meeting even if you have
previously returned your proxy card.

BRENTON BANK

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held , 2000

To the Shareholders of Brenton Bank:

A special meeting of shareholders of Brenton Bank, an Iowa banking
association, will be held on , , 2000, at .m.,
Des Moines, Iowa time, at , Des Moines, Iowa .
Brenton Bank is sometimes referred to in this notice and elsewhere in this
document as the "bank." The purposes of the meeting are to:

1. Vote on a proposal to approve the agreement and plan of reorganization,
dated as of July 6, 2000, by and among Brenton Bank, Brenton Banks, Inc.
an Iowa corporation and parent bank holding company of Brenton Bank, and
Wells Fargo & Company, a Delaware corporation, and a related agreement
and plan of merger, dated as of , 2000, by and between Brenton
Bank and , a wholly-owned bank subsidiary of Wells
Fargo, included as Exhibit A-2 to the agreement and plan of
reorganization. The agreement and plan of reorganization, including
Exhibit A-2, is referred to in this notice and elsewhere in this
document as the "merger agreement." Pursuant to the merger agreement, a
wholly-owned bank subsidiary of Wells Fargo will merge with and into
Brenton Bank upon the terms and subject to the conditions set forth in
the merger agreement, as more fully described in this document. This
merger is referred to in this notice and elsewhere in this document as
the "bank merger."

2. Act on any other matters that may properly come before the meeting.

Only Brenton Bank shareholders of record on , 2000 may vote at
the special meeting or at any adjournment thereof. A list of shareholders of
record who may vote at the meeting will be available during business hours for
any Brenton Bank shareholder to examine and copy for any purpose relevant to
the meeting. The list will be available beginning at least ten days prior to
the meeting date through adjournment of the meeting at the offices of Brenton
Bank, Suite 200, Capital Square, 400 Locust Street, Des Moines, Iowa 50309. The
list will also be available during the meeting at .

As described later in this document, under Iowa law, Brenton Bank
shareholders are entitled in connection with the bank merger to assert
dissenters' appraisal rights and receive in cash the fair value of their shares
of Brenton Bank common stock. A copy of the Iowa dissenters' appraisal rights
statute is included in this document as Appendix D.

By Order of the Board of Directors

/s/ Steven T. Schuler
Steven T. Schuler
Corporate Secretary
, 2000

Please promptly complete, sign, date and return the enclosed proxy card
whether or not you plan to attend the meeting. Failure to return a
properly executed proxy or to vote at the meeting will have the same
effect as a vote against the merger agreement and the bank merger. You may
still vote in person at the meeting even if you have previously returned
your proxy card.

QUESTION AND ANSWERS ABOUT THE MERGERS

Q: What will happen in the mergers?

A: Wells Fargo will acquire Brenton and Brenton Bank. As a result, both
Brenton and Brenton Bank will become wholly-owned subsidiaries of Wells
Fargo. Brenton shareholders and Brenton Bank shareholders other than
Brenton will exchange their shares of common stock for shares of Wells
Fargo common stock and become shareholders of Wells Fargo.

Brenton Shareholders. The number of shares of Wells Fargo common
stock that you will receive for each share of Brenton common stock
will be determined by first dividing $255,694,000 by a measurement
price, then dividing that result by the number of shares of Brenton
common stock outstanding at the time of the holding company merger.
The measurement price is the average of the NYSE-only closing prices
of a share of Wells Fargo common stock for each of the 15
consecutive trading days immediately preceding the special meeting
of Brenton shareholders.

Brenton Bank Shareholders. The number of shares of Wells Fargo
common stock that you will receive for each share of Brenton Bank
common stock will be determined by first dividing $8,806,000 by the
same measurement price described above, then dividing that result by
the number of shares of Brenton Bank common stock outstanding at the
time of the merger excluding shares held by Brenton.

Q: When are the special meetings?

A: The meetings will take place on , 2000. The location of each meeting
is specified on the cover page to this document.

Q: What do I need to do now?

A: Just mail your signed proxy card in the enclosed return envelope as soon
as possible, so that your shares may be represented at your meeting. To
assure that we obtain your vote, please give your proxy as instructed on
your proxy card even if you currently plan to attend your meeting in
person.

Brenton's board of directors recommends that Brenton shareholders vote
FOR approval of the merger agreement.

Brenton Bank's board of directors recommends that Brenton Bank
shareholders vote FOR approval of the merger agreement.

Q: What should I do if I want to change my vote?

A: Just send in a later-dated, signed proxy card to your company's
Secretary before your meeting. Or, you can attend your meeting in person
and vote. You may also revoke your proxy by sending a notice of
revocation to your company's Secretary at the address under "Summary--
The Companies" on page .

Q: If my shares are held in "street name" by my broker, will my broker vote
my shares for me?

A: If you do not provide your broker with instructions on how to vote your
"street name" shares, your broker will not be permitted to vote them.
You should therefore be sure to provide your broker with instructions on
how to vote your shares. If you do not give voting instructions to your
broker, you will, in effect, be voting against the merger agreement.

Q: When do you expect the mergers to be completed?

A: We are hoping to complete the mergers as quickly as practicable. In
addition to shareholder approvals, we must also obtain regulatory
approvals. We expect to complete the mergers during the fourth quarter
of 2000, although there is always the possibility of unexpected delays
in obtaining regulatory approvals.

Q: Whom do I call if I have questions about the meetings or the mergers?

A: If you are a Brenton or Brenton Bank shareholder, you may call Steven T.
Schuler at (515) 237-5237 or Douglas R. Gulling at (515) 237-5423.

Q: What happens to my future dividends?

A: Brenton's current regular quarterly dividend is $0.087 per share of
Brenton common stock. Wells Fargo's quarterly dividend for the first
three quarters of 2000 was $0.22 per share of Wells Fargo common stock.

Until the mergers are completed, Brenton may continue to declare and
pay dividends on its common stock. However, Brenton shareholders will
be entitled to receive a dividend on either Brenton common stock or
Wells Fargo common stock (to be determined by Brenton), but not both,
in the calendar quarter in which the mergers are completed. If Wells
Fargo's board of directors declares a cash dividend for the fourth
quarter 2000 and if the mergers occur after the record date for that
dividend, Brenton intends to increase its fourth quarter dividend to
$0.116 a share.

After the mergers are completed, dividends, if any, on your shares of
Wells Fargo common stock will be determined by the board of directors
of Wells Fargo. The amount and timing of any dividends will depend on a
number of factors, including Wells Fargo's financial condition, capital
requirements, results of operations, future business prospects and
other factors that Wells Fargo's board of directors deems relevant.

QUESTIONS AND ANSWERS ABOUT THIS DOCUMENT

Q: What is the purpose of this document?

A: This document serves as both a proxy statement of Brenton and Brenton
Bank and a prospectus of Wells Fargo. As a proxy statement, it's being
provided to you by Brenton and Brenton Bank because their respective
boards of directors are soliciting proxies for use at the special
meetings of shareholders called to vote on the proposed sale of Brenton
and Brenton Bank to Wells Fargo. As a prospectus, it's being provided to
you by Wells Fargo because Wells Fargo is offering shares of its common
stock in exchange for shares of Brenton common stock and Brenton Bank
common stock. This document provides detailed information about the
proposed transactions.

Q: Should I read the entire document?

A: Absolutely. Parts of this document summarize information that is
presented in greater detail elsewhere in this document or in the
appendices to this document. Each summary discussion is qualified by
reference to the full text. For example, the summary of the terms of
the merger agreement is qualified by the actual terms of that
agreement, a copy of which is included as Appendix A.

Q: Is there other information I should consider?

A: Much of the business and financial information about Wells Fargo and
Brenton that may be important to you is not physically included in this
document. Instead, this information is incorporated into this document
by reference to documents filed by Wells Fargo and Brenton with the
Securities and Exchange Commission (SEC). This means that Wells Fargo
and Brenton may satisfy some of their disclosure obligations to you by
referring you to documents filed by them with the SEC. See "Where You
Can Find More Information" on page for a list of documents that Wells
Fargo and Brenton have incorporated by reference into this document and
for instructions on how to obtain copies of these documents. The
documents are available to you without charge.

Q: What if there is a conflict between documents?

A: You should rely on the most recently filed document. Information in this
document may update information contained in the Wells Fargo or Brenton
documents incorporated by reference. Similarly, information in documents
that Wells Fargo or Brenton may file after the date of this document may
update information contained in this document or information contained
in previously filed documents.

Q: What if I choose not to read the incorporated documents?

A: Information contained in a document that is incorporated by reference is
part of this document, unless it is superseded by information contained
directly in this document or in documents filed with the SEC after the
date of this document. Information that is incorporated from another
document is considered to have been disclosed to you whether or not you
choose to read the document.

iii

TABLE OF CONTENTS

Page
----

SUMMARY................................................................... 1
The Companies........................................................... 1
The Mergers ............................................................ 1
What You Will Receive in the Mergers ................................... 2
Market Price of Wells Fargo Stock Will Fluctuate ....................... 3
Merger Generally Tax Free to Brenton And Brenton Bank Shareholders ..... 4
Reasons for the Mergers; Recommendations of Boards ..................... 4
Brenton's Financial Advisor Believes the Mergers are Fair .............. 4
Additional Merger Benefits to Directors and Officers ................... 5
Dissenters' Appraisal Rights Available ................................. 5
Surrender of Shares .................................................... 6
Special Meetings ....................................................... 6
Record Date; Vote Required to Approve Mergers .......................... 6
Merger Requires Regulatory Approvals ................................... 7
Other Conditions to Completing the Mergers ............................. 7
Termination of the Merger Agreement .................................... 7
Termination Fee ........................................................ 8
Your Rights Will Differ as a Wells Fargo Stockholder ................... 8
Wells Fargo Expects to Use Purchase Accounting ......................... 8
Forward-Looking Statements May Prove Inaccurate ........................ 8
Summary Selected Financial Data......................................... 9
Comparative Per Common Share Data....................................... 11
SPECIAL MEETINGS.......................................................... 12
Times and Places of the Meetings ....................................... 12
Matters to Be Considered at the Meetings ............................... 12
Record Date ............................................................ 13
Outstanding Shares ..................................................... 13
Quorum ................................................................. 13
Vote Required .......................................................... 13
Share Ownership ........................................................ 14
Agreements to Vote For the Mergers ..................................... 14
Voting and Revocation of Proxies ....................................... 14
Solicitation of Proxies ................................................ 15
Postponement or Adjournment of the Meeting ............................. 15
Other Matters Considered at the Meeting ................................ 15
THE MERGERS............................................................... 16
Effect of the Mergers................................................... 16
Background of and Reasons for the Mergers............................... 16
Opinion of Brenton's Financial Advisor.................................. 18
Additional Interests of Management...................................... 25
Non-Competition Agreements.............................................. 26
Dissenters' Appraisal Rights............................................ 27
Exchange of Certificates................................................ 30
Regulatory Approvals.................................................... 31
Effect of Merger on Brenton's Employee Benefit Plans.................... 32
U.S. Federal Income Tax Consequences Of The Mergers..................... 33
Support Agreements...................................................... 34
Resale of Wells Fargo Common Stock Issued in the Mergers................ 35

Page
----

Stock Exchange Listing.................................................. 36
Accounting Treatment.................................................... 36
THE MERGER AGREEMENT...................................................... 37
Basic Plan of Reorganization............................................ 37
Representations and Warranties.......................................... 38
Certain Covenants....................................................... 38
Conditions to the Merger................................................ 42
Termination of the Merger Agreement and Termination Fee................. 42
Effect of Termination................................................... 43
Waiver and Amendment.................................................... 44
Expenses................................................................ 44
INFORMATION ABOUT WELLS FARGO............................................. 45
General................................................................. 45
Management and Additional Information................................... 45
Information on Wells Fargo's Web Site................................... 45
Competition............................................................. 45
FIRST SECURITY MERGER..................................................... 46
The First Security Merger Transaction................................... 46
About First Security Corporation........................................ 46
REGULATION AND SUPERVISION OF WELLS FARGO................................. 47
Introduction............................................................ 47
Regulatory Agencies..................................................... 47
Bank Holding Company Activities......................................... 47
Dividend Restrictions................................................... 48
Holding Company Structure............................................... 49
Capital Requirements.................................................... 50
Deposit Insurance Assessments........................................... 51
Fiscal And Monetary Policies............................................ 52
Privacy Provisions of Gramm-Leach-Bliley Act............................ 52
Future Legislation...................................................... 52
INFORMATION ABOUT BRENTON AND BRENTON BANK................................ 53
General................................................................. 53
Management and Additional Information................................... 53
Information on Brenton's Web Site....................................... 53
Competition............................................................. 54
WELLS FARGO CAPITAL STOCK................................................. 55
Wells Fargo Common Stock................................................ 55
Wells Fargo Preferred Stock............................................. 56
Wells Fargo Rights Plan................................................. 57
COMPARISON OF STOCKHOLDER RIGHTS.......................................... 60
Authorized Capital Stock................................................ 60
Size of Board of Directors.............................................. 60
Classes of Directors.................................................... 61
Qualifications of Directors............................................. 61
Filling Vacancies on the Board.......................................... 61
Removal of Directors.................................................... 62
Nomination of Directors for Election.................................... 62

Page
----

Anti-Takeover Provisions................................................ 63
Stockholder Rights Plan................................................. 64
Stockholder Action Without a Meeting.................................... 64
Calling Special Meetings of Stockholders................................ 64
Submission of Stockholder Proposals..................................... 65
Notice of Stockholder Meetings.......................................... 65
Stockholder Vote Required for Mergers................................... 66
Dividends............................................................... 67
Dissenters' Appraisal Rights............................................ 67
Stockholder Preemptive Rights........................................... 68
Stockholder Class Voting Rights......................................... 69
Indemnification......................................................... 69
Limitations on Directors' Liability..................................... 71
Amendment of Certificate of Incorporation............................... 73
Amendment of Bylaws..................................................... 74
PRICE RANGE OF COMMON STOCK AND DIVIDENDS................................. 76
Wells Fargo Share Prices And Dividends.................................. 76
Brenton Share Prices And Dividends...................................... 77
EXPERTS................................................................... 77
OPINIONS.................................................................. 77
Share Issuance.......................................................... 77
Tax Matters............................................................. 77
WHERE YOU CAN FIND MORE INFORMATION....................................... 78
Registration Statement.................................................. 78
Other SEC Filings....................................................... 78
Documents Incorporated By Reference..................................... 78
Documents Available Without Charge...................................... 79
CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS.................... 80

APPENDIX A Agreement and Plan of Reorganization (including, as Exhibits A-1 and A-
2, the Agreements and Plans of Merger)
APPENDIX B Opinion of Keefe, Bruyette and Woods, Inc. Regarding Brenton Banks, Inc.
APPENDIX C Opinion of Keefe, Bruyette and Woods, Inc. Regarding Brenton Bank
APPENDIX D Iowa Dissenters' Appraisal Rights Statute

APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D

SUMMARY

This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
mergers fully, and for a more complete description of the legal terms of the
mergers, you should carefully read this document and the other documents to
which this document refers you. See "Where You Can Find More Information" on
page . Each item in this summary includes a page reference to a more complete
description of that item.

The Companies (pages , and )

Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
(800) 411-4932

Wells Fargo & Company is a diversified financial services company whose
subsidiaries and affiliates provide banking, insurance, investments, and
mortgage and consumer finance through stores located across North America. At
June 30, 2000, Wells Fargo had assets of $234 billion, seventh largest among
U.S. bank holding companies.

Brenton Banks, Inc.
Suite 200, Capital Square
400 Locust Street
Des Moines, Iowa 50309
(515) 237-5100

Brenton Banks, Inc. is a bank holding company whose primary subsidiary is
Brenton Bank. It is the largest Iowa-based bank holding company with 43
locations throughout Iowa. At June 30, 2000, Brenton Banks, Inc. had assets of
almost $2 billion. Brenton Banks, Inc. is referred to in this document as
"Brenton" or the "holding company."

Brenton Bank
Suite 200, Capital Square
400 Locust Street
Des Moines, Iowa 50309
(515) 237-5100

Brenton Bank is an Iowa state chartered bank and the largest subsidiary of
Brenton. Through its subsidiaries, Brenton Bank offers investment and insurance
products and real estate brokerage services. At June 30, 2000, Brenton Bank had
assets of about $1.8 billion. Brenton holds 96% of the outstanding shares of
Brenton Bank common stock. Brenton Bank is sometimes referred to in this
document as the "bank."

The Mergers (page )

Holding Company Merger. Wells Fargo is proposing to acquire Brenton through
the merger of a Wells Fargo subsidiary into Brenton. This merger is referred to
in this document as the "holding company merger."

Bank Merger. Wells Fargo is proposing to acquire the shares of Brenton Bank
not held by Brenton through the merger of a Wells Fargo bank subsidiary into
Brenton Bank. This merger is referred to in this document as the "bank merger."
The bank merger is scheduled to occur immediately after the holding company
merger.

The agreement and plan of reorganization, which includes as Exhibits A-1 and
A-2, respectively, the agreement and plan of merger for the holding company
merger and the agreement and plan of merger for the bank merger, is included in
this document as Appendix A. When used in this document, the term "merger
agreement" refers to the agreement and plan of reorganization together with the
agreements and plans of merger. Please read the merger agreement as it is the
principal legal document that governs the mergers.

What You Will Receive in the Mergers (page )

Brenton Shareholders. If the holding company merger is completed, Wells
Fargo will exchange shares of its common stock for your shares of Brenton
common stock. The number of shares of Wells Fargo common stock you will receive
for each share of Brenton common stock that you own is referred to in this
document as the "holding company exchange ratio."

The holding company exchange ratio will be determined by first dividing
$255,694,000 by a measurement price, then dividing that result by the number of
shares of Brenton common stock outstanding at the time of the holding company
merger. The measurement price will equal the average of the New York Stock
Exchange-only closing prices of a share of Wells Fargo common stock for each of
the 15 consecutive trading days ending on the day immediately before the
special meeting at which Brenton shareholders vote on the merger agreement.

At September , 2000, there were outstanding shares of Brenton
common stock and options to purchase shares of Brenton common stock
of which options to purchase shares were vested. The number of shares
of Brenton common stock outstanding at the time of the holding company merger
will depend on the extent to which options are exercised before the holding
company merger. The exercise of options to purchase Brenton common stock prior
to the holding company merger will decrease the holding company exchange ratio.
Although Brenton's management does not believe that options for a significant
number of shares of Brenton common stock will be exercised prior to the holding
company merger, neither Brenton nor Wells Fargo can guarantee this.

Because the measurement price represents an average for a 15-trading day
period before the special meeting, and because there may be some period of time
between the date of the special meeting of Brenton shareholders and the closing
of the holding company merger, the aggregate market value of the Wells Fargo
shares received by Brenton shareholders may be more or less than $255,694,000.

The following table shows the measurement prices and corresponding holding
company exchange ratios assuming that the special meeting of Brenton
shareholders had occurred on July 6, 2000, the day before the proposed mergers
were announced, and on September , 2000, the last practicable date before
mailing of this document. At July 6, 2000 and September , 2000, there were
20,361,001 shares and shares, respectively, of Brenton common stock
outstanding.

Date Measurement Price Holding Company Ratio
---- ----------------- ---------------------

July 6, 2000......................... $
September , 2000................... $

Brenton Bank Shareholders. If the bank merger is completed, Wells Fargo will
exchange shares of its common stock for shares of Brenton Bank common stock
other than shares owned by Brenton. The number of shares of Wells Fargo common
stock you will receive for each share of Brenton Bank common stock that you own
is referred to in this document as the "bank exchange ratio."

The bank exchange ratio will be determined by first dividing $8,806,000 by
the same measurement price used to determine the holding company exchange ratio
(see "Brenton Shareholders" above), then dividing that result by the number of
shares of Brenton Bank common stock outstanding at the time of the bank merger
excluding shares held by Brenton.

Because the measurement price represents an average for a 15-trading day
period before the special meeting, and because there may be some period of time
between the date of the special meeting of Brenton Bank shareholders and the
closing of the bank merger, the aggregate market value of the Wells Fargo
shares received by Brenton Bank shareholders may be more or less than
$8,806,000.

The following table shows the measurement prices and corresponding bank
exchange ratios assuming that the special meeting of Brenton shareholders had
occurred on July 6, 2000, the day before the proposed mergers were announced,
and on September , 2000, the last practicable date before mailing of this
document. At July 6, 2000 and September , 2000, there were 13,239 shares of
Brenton Bank common stock outstanding, excluding shares held by Brenton.

Date Measurement Price Bank Exchange Ratio
---- ----------------- -------------------

July 6, 2000........................... $
September , 2000..................... $

Cash Instead of Fractional Shares. Wells Fargo will not issue fractional
shares in either merger. If the total number of shares of Wells Fargo common
stock calculated for you to receive does not equal a whole number, you will
receive cash instead of the fractional share. The amount of cash payment will
equal the product of the fractional share of Wells Fargo common stock
multiplied by the average of the New York Stock Exchange-only closing prices of
a share of Wells Fargo common stock for each of the five consecutive trading
days ending on the day immediately before the special meeting of Brenton
shareholders.

Brenton Option Holders. At the time of the holding company merger, each
option granted by Brenton under Brenton's 1996 Stock Option Plan that is then
outstanding and unexercised will be converted automatically into an option to
purchase the number of shares of Wells Fargo common stock equal to the number
of shares of Brenton common stock subject to the option multiplied by the
holding company exchange ratio. The exercise price of the Wells Fargo option
will equal the exercise price of the Brenton option divided by the holding
company exchange ratio.

Market Price of Wells Fargo Stock Will Fluctuate (page )

Wells Fargo common stock is listed on the New York and Chicago Stock
Exchanges under the symbol "WFC." Brenton common stock trades on Nasdaq under
the symbol "BRBK."

The common stock of the bank is not traded on any exchange or established
market.

Brenton Shareholders. The following table shows the closing prices of Wells
Fargo common stock and Brenton common stock on July 6, 2000, the day before the
proposed mergers were announced, and on September , 2000, the last
practicable date before mailing of this document. On March 7, 2000, the day
before Brenton engaged Keefe, Bruyette and Woods, Inc. as its financial advisor
to explore a possible business combination with a third party, Brenton common
stock closed at $9.00 a share. The table also shows the value of Wells Fargo
common stock that would have been exchanged for each share of Brenton common
stock had the holding company merger been completed on each of those dates.
This value is based on the total value of Wells Fargo common stock
($255,694,000) to be exchanged in the holding company merger divided by the
number of shares of Brenton common stock outstanding on each of those dates. On
July 6, 2000, there were 20,361,001 shares outstanding. On September , 2000,
there were shares outstanding. The actual value of Wells Fargo common
stock to be exchanged for each share of Brenton common stock will depend on the
holding company exchange ratio and the price of Wells Fargo common stock at the
time the holding company merger is completed.

Value of Wells Fargo Common Stock
Wells Fargo Brenton to be Exchanged for Each Share of
Date Common Stock Common Stock Brenton Common Stock
- ---- ------------ ------------ ---------------------------------

July 6, 2000....... $42.50 $13.31 $12.56
September ,
2000..............

Brenton Bank Shareholders. The following table shows the closing prices of
Wells Fargo common stock on July 6, 2000, the day before the proposed mergers
were announced, and on September , 2000, the last practicable date before
mailing of this document. There is no established market for the common stock
of the bank. The table also shows the value of the Wells Fargo common stock to
be exchanged for each share of Brenton Bank common stock, other than shares
held by Brenton, had the bank merger been completed on each of those dates.
This value is based on the total value of Wells Fargo common stock ($8,806,000)
to be exchanged in the bank merger divided by 13,239, the number of shares of
Brenton Bank common stock outstanding, other than shares held by Brenton, on
each of those dates. The actual value of Wells Fargo common stock to be
exchanged for each share of Brenton Bank common stock will depend on the bank
exchange ratio and the price of Wells Fargo common stock at the time the bank
merger is completed.

Value of Wells Fargo Common Stock
Wells Fargo Brenton Bank to be Exchanged for Each Share of
Date Common Stock Common Stock Brenton Bank Common Stock
- ---- ------------ ------------ ---------------------------------

July 6, 2000....... $42.50 N/A $665.16
September ,
2000..............

Merger Generally Tax Free to Brenton and Brenton Bank Shareholders (page )

Shareholders of Brenton and Brenton Bank generally will not recognize gain
or loss for U.S. federal income tax purposes from the exchange of their shares
of Brenton common stock or Brenton Bank common stock, as the case may be, for
shares of Wells Fargo common stock. Shareholders will be taxed on cash they
receive instead of fractional shares and on cash they receive if they perfect
their dissenters' appraisal rights. See "The Merger--U.S. Federal Income Tax
Consequences of the Mergers" and "--Dissenters' Appraisal Rights."

The tax treatment described above may not apply to you. Determining the tax
consequences to you of the holding company merger if you are a Brenton
shareholder or the bank merger if you are a Brenton Bank shareholder may be
complicated. You should consult your own tax advisor for a full understanding
of the tax consequences.

Brenton is not obligated to complete the holding company merger unless it
receives an opinion of counsel that no gain or loss will be recognized by its
shareholders upon receipt of Wells Fargo common stock except for cash received
instead of fractional shares.

Reasons for the Mergers; Recommendations of Boards (page )

The board of directors of Brenton believes that the holding company merger
will serve the best interests of Brenton's shareholders. The Brenton board has
approved the merger agreement and recommends that Brenton shareholders vote FOR
the merger agreement.

The board of directors of Brenton Bank believes that the bank merger will
serve the best interests of Brenton Bank's shareholders. The Brenton Bank board
has approved the merger agreement and recommends that Brenton Bank shareholders
vote FOR the merger agreement.

Brenton's Financial Advisor Believes the Mergers are Fair (page )

Keefe, Bruyette and Woods, Inc., Brenton's financial advisor in connection
with the mergers, has given its opinion to the board of directors of Brenton
that the consideration to be received by Brenton shareholders in the holding
company merger is fair from a financial point of view to Brenton shareholders.
Keefe, Bruyette and Woods has also given its opinion to the board of directors
of Brenton Bank that the consideration to be

received by Brenton Bank shareholders, other than Brenton, in the bank merger
is fair from a financial point of view to those shareholders. The opinions are
included in this document as Appendices B and C. The opinions should be read
completely to understand the assumptions made, matters considered and the
limitations of the review undertaken by Keefe, Bruyette and Woods in providing
the opinions.

Additional Merger Benefits to Directors and Officers (page )

The directors and executive officers of Brenton and Brenton Bank have
interests in the mergers that may be different from yours.

. Under agreements entered into before the merger agreement, some
executive officers of the holding company and/or the bank will receive
payments if their employment terminates under certain circumstances
within two years of the holding company merger, including one executive
who will receive a payment of 2.5 times his annual compensation and five
executives who will receive payments of two times their annual
compensation;

. All options issued under Brenton's 1996 Stock Option Plan will vest upon
completion of the holding company merger.

. Under Brenton's 1996 Stock Option Plan, any employee of Brenton whose
sum of age and years of service equals or exceeds 55 at the time of
termination of employment for any reason (excluding termination for
cause) shall be deemed to have reached "retirement" (prior to age 65)
for purposes of this plan, which affects the period for which stock
options can be exercised.

. Brenton may pay bonuses in 2000 in an amount equal to the amounts
actually earned by employees under the existing bonus plans of Brenton
plus an amount up to but not exceeding $1 million, such bonuses to be
allocated as agreed between Brenton and Wells Fargo.

. Brenton may pay special bonuses in recognition of service to Brenton in
its discretion up to an aggregate amount of $600,000.

. Office and secretarial support will continue to be provided for three
years for William H. Brenton and J. C. Brenton and seven years for C.
Robert Brenton.

. The current levels of medical insurance coverage will continue to be
provided for William H. Brenton, C. Robert Brenton and J. C. Brenton
under Wells Fargo's retiree medical insurance plan.

. Directors and officers of Brenton and Brenton Bank will be entitled to
indemnification and continued insurance coverage after the mergers are
completed.

The boards of directors of Brenton and Brenton Bank were aware of these
additional interests when they approved the merger agreement.

Dissenters' Appraisal Rights Available (page )

Shareholders who properly dissent from the holding company merger or the
bank merger are entitled to receive the fair value in cash of their shares of
Brenton common stock or Brenton Bank stock, as the case may be. See "The
Merger--Dissenters' Appraisal Rights." To exercise dissenters' appraisal rights
in either merger, you must follow the procedures outlined in Appendix D,
including:

. prior to the special meeting, delivering to Brenton if you are a Brenton
shareholder, or Brenton Bank if you are a Brenton Bank shareholder,
written notice of your intention to demand payment for your shares if
the holding company merger or the bank merger, as the case may be,
occurs; and

. not voting to approve the merger agreement.

If you sign and return your proxy without voting instructions, and do not
revoke the proxy, your proxy will be voted for the holding company merger or
the bank merger, as the case may be, and you will lose your dissenters'
appraisal rights. Also, you may lose your dissenters' appraisal rights if you
fail to comply with other required procedures.

Surrender of Shares (page )

To receive certificates for your shares of Wells Fargo common stock, you
will need to surrender your Brenton and Brenton Bank share certificates. If the
mergers are completed, Wells Fargo's stock transfer agent will send you written
instructions for exchanging your stock certificates. Please do not send in your
certificates until you receive these instructions.

Special Meetings (page )

The special meetings of Brenton and Brenton Bank will take place on
, 2000. The location of each meeting is specified on the cover page to
this document. At your special meeting you will be asked to:

. consider and vote upon a proposal to approve the merger agreement, and

. act on any other matters that may properly come before the meeting.

Record Date; Vote Required to Approve Mergers (pages and )

Holding Company. The record date for the special meeting of Brenton
shareholders is , 2000. You can vote at the meeting if you owned
Brenton common stock at the close of business on that date. On the record date,
there were shares of Brenton common stock outstanding and entitled
to vote at the special meeting. You can cast one vote for each share of Brenton
common stock that you owned on the record date.

Approval of the merger agreement requires the affirmative vote of a majority
of the outstanding shares of Brenton common stock entitled to vote at the
special meeting. Not voting will have the same effect as voting against the
merger agreement. Five members of the Brenton family, C. Robert Brenton,
William H. Brenton, Junius C. Brenton, Jane Eddy and Carolyn O'Brien, have
entered into agreements with Wells Fargo to vote their shares of Brenton common
stock in favor of the merger agreement. The agreements cover a total of
4,170,110 shares, or about 20% of the Brenton common stock entitled to vote at
the special meeting. These five members, collectively with other members of the
Brenton family, owned individually, or in trust for others, at the record date
about 47% of the shares of Brenton common stock entitled to vote at the special
meeting. C. Robert Brenton, William H. Brenton and Junius C. Brenton are
directors of Brenton.

As described above, three of Brenton's directors have agreed to vote their
shares of Brenton common stock in favor of the merger agreement. Brenton's
other directors and its executive officers, who collectively owned at the
record date shares, or about % of the shares of Brenton common stock
entitled to vote at the special meeting, have indicated that they intend to
vote their shares in favor of the merger agreement.

Bank. The record date for the special meeting of Brenton Bank shareholders
is , 2000. You can vote at the meeting if you owned Brenton Bank
common stock at the close of business on that date. On the record date, there
were 345,200 shares of Brenton Bank common stock outstanding and entitled to
vote. You can cast one vote for each share of Brenton Bank common stock that
you owned on the record date.

Approval of the merger agreement requires the affirmative vote of a majority
of the votes entitled to be cast on the proposal. Not voting will have the same
effect as voting against the merger agreement. Brenton owned at the record date
96% of the shares of Brenton Bank common stock entitled to vote at the special
meeting, which is enough to approve the merger agreement without the
concurrence of any other Brenton Bank

shareholder. Brenton has entered into an agreement with Wells Fargo to vote its
shares of Brenton Bank common stock in favor of the merger agreement.

Merger Requires Regulatory Approvals (page )

The Board of Governors of the Federal Reserve System must approve the
holding company merger before it can be completed. The Iowa Superintendent of
Banking must approve the bank merger before it can be completed. Wells Fargo
has filed an application requesting approval of the holding company merger with
the Federal Reserve Board and will file an application with the Iowa
Superintendent of Banking requesting approval of the bank merger. Although
Wells Fargo expects the mergers to be approved, it cannot be certain when or
if, or on what terms and conditions, the required approvals will be given.

Wells Fargo anticipates that it will be required to make divestitures of
certain Brenton Bank branches to obtain these regulatory approvals and to
prevent the merger from being challenged by the Department of Justice.

Other Conditions to Completing the Mergers (page )

In addition to the receipt of regulatory approvals, there are a number of
other conditions that must be met before the holding company merger can be
completed. These conditions include:

. approval of the merger agreement by Brenton shareholders and Brenton
Bank shareholders, respectively;

. receipt by Brenton of an opinion of counsel concerning the tax
consequences of the holding company merger to the holders of Brenton
common stock;

. authorization for listing on the New York and Chicago Stock Exchanges of
the shares of Wells Fargo common stock to be issued in the mergers;

. absence of any court or governmental authority order prohibiting the
mergers; and

. material compliance by each party with the terms and provisions of the
merger agreement;

Wells Fargo or Brenton may waive a condition it is entitled to assert so
long as the law does not require the condition to be met.

The bank merger will not occur unless the holding company merger is
completed.

Termination of the Merger Agreement (page )

Wells Fargo and Brenton can mutually agree to terminate the merger agreement
at any time before the mergers are completed. Also, either company can
terminate the merger agreement without the agreement of the other under the
following circumstances:

. a court or other governmental authority prohibits either merger;

. the holding company merger is not completed by March 31, 2001, unless
the failure to complete the merger on or before that date is due to the
fact that the party seeking to terminate has not performed or observed
in all material respects the covenants and agreements required to have
been performed or observed by that party; or

. Brenton receives a competing proposal that Brenton's board of directors
determines to be superior to the Wells Fargo merger transaction.

Also, Wells Fargo may terminate the merger agreement at any time before the
mergers are completed if any of the following occur:

. Brenton's board of directors modifies its recommendation of the merger
in a manner adverse to Wells Fargo; or

. Brenton fails to obtain shareholder approval of the merger and prior to
its special meeting of shareholders Brenton has (a) entered into an
agreement with any third party regarding an acquisition of, or
combination with, Brenton, or (b) received an acquisition or combination
proposal from a third party; or

. Brenton's board of directors is legally responsible for the special
meeting of shareholders not being held by March 15, 2001.

Termination Fee

Brenton must pay Wells Fargo a termination fee of $8,000,000 if Brenton
terminates the merger agreement because it receives a superior competing
proposal and prior to termination or within 12 months after termination:

. Brenton or Brenton Bank enters into an agreement with a third party for
the sale of Brenton or Brenton Bank or for a similar transaction; or

. Brenton's board of directors shall have approved or recommended the sale
of Brenton or Brenton Bank or a similar transaction.

Brenton must also pay a termination fee of $8,000,000 if Wells Fargo
terminates the merger agreement and if:

. Brenton's board of directors modifies its recommendation of the merger
in a manner adverse to Wells Fargo; or

. Brenton's board of directors is legally responsible for the special
meeting of shareholders not being held by March 15, 2001.

Your Rights Will Differ as a Wells Fargo Stockholder (page )

Your rights as a Brenton or Brenton Bank shareholder are currently governed
by Iowa law and the articles of incorporation and bylaws of Brenton or Brenton
Bank, as the case may be. Upon completion of the mergers, you will become a
Wells Fargo stockholder, and your rights will be governed by Delaware law and
Wells Fargo's restated certificate of incorporation and bylaws.

Wells Fargo Expects to Use Purchase Accounting (page )

Wells Fargo expects to account for the holding company merger under the
purchase method of accounting. Under this method, Wells Fargo will record, at
fair value, the acquired assets and assumed liabilities of Brenton. Wells Fargo
will record goodwill to the extent the total purchase price exceeds the fair
value of the assets acquired and liabilities assumed.

Forward-Looking Statements May Prove Inaccurate (page )

This document, including the information incorporated by reference into it,
may contain forward-looking statements about Wells Fargo and Brenton. There are
a number of factors that may cause actual conditions, events or results to
differ significantly from those described in the forward-looking statements.
Some of these factors are described or referenced in "Forward-Looking
Statements" on page .

Summary Selected Financial Data

The following financial information is to aid you in your analysis of the
financial aspects of the holding company merger. The Wells Fargo balance sheet
data for 1995 through 1999 is derived from Wells Fargo's audited consolidated
balance sheets as of December 31, 1999, 1998, 1997 and 1996 and its unaudited
financial information for 1995. The Wells Fargo income statement data for 1995
through 1999 is derived from Wells Fargo's audited consolidated statements of
income for each of the years in the five-year period ended December 31, 1999.
The Brenton data as of and for the years ended December 31, 1999, 1998, 1997,
1996 and 1995 is derived from its audited consolidated financial statements for
1995 through 1999. Interim financial data as of and for the six months ended
June 30, 2000 and 1999 for Wells Fargo and Brenton are derived from unaudited
financial information, which includes all normal recurring adjustments deemed
necessary by management of Wells Fargo and Brenton, respectively. You should
not rely on the information for the six months ended June 30, 2000 as being
indicative of the results expected for the entire year. The information in the
table is only a summary and should be read with the full financial statements
and related notes of Wells Fargo and Brenton, incorporated by reference into
this document and on file with the SEC. See "Where You Can Find More
Information" on page .

----------------

Wells Fargo & Company and Subsidiaries
(in millions, except per share amounts)

Six Months
Ended June 30, Years Ended December 31,
----------------- --------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------

For the Period
Net interest income..... $ 4,910 $ 4,577 $ 9,355 $ 8,990 $ 8,648 $ 8,222 $ 5,923
Net income.............. 2,049 1,815 3,747 1,950 2,499 2,228 1,988
Diluted earnings per
share.................. 1.25 1.08 2.23 1.17 1.48 1.36 1.62
Cash dividends per
share.................. 0.440 0.385 0.785 0.700 0.615 0.525 0.450
At Period End
Book value per share.... $ 14.12 $ 12.67 $ 13.44 $ 12.35 $ 11.92 $ 11.66 $ 10.27
Total assets............ 234,159 205,421 218,102 202,475 185,685 188,633 122,200
Long-term debt.......... 26,639 21,268 23,375 19,709 17,335 18,142 16,726
Common Stock Price
High.................... $ 47.75 $ 44.88 $ 49.94 $ 43.88 $ 39.50 $ 23.44 $ 17.38
Low..................... 31.00 32.13 32.13 27.50 21.38 15.25 11.31
Period End.............. 38.75 42.75 40.44 39.94 38.75 21.75 16.50

Brenton Banks, Inc. and Subsidiaries
(in millions, except per share amounts)

Six Months
Ended June
30, Years Ended December 31,
------------- ---------------------------------
2000 1999 1999 1998 1997 1996 1995
------ ------ ------ ------ ------ ------ -----

For the Period
Net interest income............ $ 32 $ 31 $ 63 $ 61 $ 60 $ 56 $ 53
Net income..................... 9 9 17 20 18 14 10
Diluted earnings per share..... 0.45 0.42 0.80 0.96 0.83 0.63 0.46
Cash dividends per share....... 0.174 0.172 0.346 0.317 0.225 0.171 0.154
At Period End
Book value per share........... $ 6.72 $ 6.46 $ 6.48 $ 6.55 $ 6.17 $ 5.67 $5.33
Total assets................... 1,984 1,940 1,985 1,940 1,718 1,632 1,583
Long-term debt................. 35 38 28 42 37 35 38
Common Stock Price
High........................... $14.63 $17.25 $17.25 $22.05 $16.84 $10.52 $7.77
Low............................ 7.44 11.82 9.00 14.32 10.24 7.17 6.06
At Period End.................. 13.88 15.50 10.13 15.23 16.53 10.38 7.26

Comparative Per Common Share Data

The following table shows comparative per share data for Wells Fargo common
stock on a historical and pro forma combined basis and for Brenton common stock
on a historical and pro forma equivalent basis. The information in the table
assumes that Wells Fargo will account for the holding company merger as a
purchase and will exchange shares of its common stock for each share of
Brenton common stock. This is the holding company exchange ratio that would
result if there are shares of Brenton common stock outstanding
immediately before the holding company merger, which was the number of shares
outstanding at September , 2000, and the measurement price is $ , which is
the measurement price that would have resulted if the special meeting of
Brenton shareholders had been held on September , 2000. The actual holding
company exchange ratio will not be known until immediately before the holding
company merger. See "The Merger Agreement--Basic Plan of Reorganization." The
pro forma equivalent information for Brenton is calculated by multiplying the
data in the pro forma combined column by the assumed holding company exchange
ratio of .

You should read the data with the historical financial statements and
related notes of Wells Fargo and Brenton. Wells Fargo's and Brenton's
historical financial statements are included or incorporated in documents filed
with the SEC. See "Where You Can Find More Information" on page . Amounts are
in U.S. dollars.

Wells Fargo Brenton
-------------------- ---------------------
Pro Forma Pro Forma
Historical Combined Historical Equivalent
---------- --------- ---------- ----------

Earnings Per Share
Basic
Six Months Ended June 30, 2000..... $ 1.26 $0.46
Year Ended December 31, 1999....... 2.26 0.81
Diluted
Six Months Ended June 30, 2000..... $ 1.25 0.45
Year Ended December 31, 1999....... 2.23 0.80
Cash Dividends Declared Per Share
Six Months Ended June 30, 2000..... $0.440 0.174
Year Ended December 31, 1999....... 0.785 0.346
Book Value Per Share
June 30, 2000...................... $14.12 6.72
December 31, 1999.................. 13.44 6.48

SPECIAL MEETINGS

The board of directors of Brenton is soliciting proxies from the
shareholders of Brenton for use at a special meeting of Brenton shareholders
and at any adjournments of the meeting. The board of directors of Brenton Bank
is soliciting proxies from shareholders of Brenton Bank for use at a special
meeting of Brenton Bank shareholders and at any adjournments of the meeting.
This proxy statement-prospectus, together with the form of proxy, is expected
to be mailed to Brenton and Brenton Bank shareholders on or about ,
2000.

Times and Places of the Meetings

Brenton. The time and place of the special meeting of Brenton shareholders
are:

, 2000
.m., Des Moines, Iowa time

Brenton Bank. The time and place of the special meeting of Brenton Bank
shareholders are:

, 2000
.m., Des Moines, Iowa time

Matters to Be Considered at the Meetings

Brenton. The special meeting of Brenton shareholders will be held to:

1. Vote on a proposal to approve the agreement and plan of reorganization,
dated as of July 6, 2000, by and among Brenton Banks, Inc., Brenton Bank
and Wells Fargo & Company, and a related agreement and plan of merger,
dated as of , 2000, by and between Brenton Banks, Inc. and
, a wholly-owned subsidiary of Wells Fargo, included
as Exhibit A-1 to the agreement and plan of reorganization. When used in
this document, the term "merger agreement" refers to the agreement and
plan of reorganization, including Exhibit A-1. The merger agreement
provides for the merger of a wholly-owned subsidiary of Wells Fargo with
and into Brenton upon the terms and subject to the conditions set forth
in the merger agreement. See "The Merger Agreement."

2. Act on any other matters that may properly come before the meeting.

Brenton Bank. The special meeting of Brenton Bank shareholders will be held
to:

1. Vote on a proposal to approve the agreement and plan of reorganization,
dated as of July 6, 2000, by and among Brenton Bank, Brenton Banks, Inc.
and Wells Fargo & Company, and a related agreement and plan of merger,
dated as of , 2000, by and between Brenton Bank and
, a wholly-owned subsidiary of Wells Fargo, included
as Exhibit A-2 to the agreement and plan of reorganization. When used in
this document, the term "merger agreement" refers to the agreement and
plan of reorganization, including Exhibit A-2. The merger agreement
provides for the merger of a wholly-owned bank subsidiary of Wells Fargo
with and into Brenton Bank upon the terms and subject to the conditions
set forth in the merger agreement. See "The Merger Agreement."

2. Act on any other matters that may properly come before the meeting.

Record Date

Brenton. , 2000 is the record date for the special meeting of
Brenton shareholders. Only shareholders of record on that date are entitled to
attend and vote at the meeting or at any adjournment of the meeting.

Brenton Bank. , 2000 is the record date for the special meeting
of Brenton Bank shareholders. Only shareholders of record on that date are
entitled to attend and vote at the meeting or at any adjournment of the
meeting.

Outstanding Shares

Brenton. On , 2000, there were shares of Brenton
common stock outstanding and entitled to vote at the Brenton special meeting.
Each outstanding share of Brenton common stock is entitled to one vote.

Brenton Bank. On , 2000, there were shares of Brenton
Bank common stock outstanding and entitled to vote at the Brenton Bank special
meeting. Each outstanding share of Brenton Bank common stock is entitled to one
vote.

Quorum

Brenton. A quorum consisting of the holders of a majority of the shares of
Brenton common stock outstanding at the record date must be present in person
or represented by proxy for the transaction of business at the special meeting
of Brenton shareholders. Shares of Brenton common stock present in person at
the meeting that are not voted, shares of Brenton common stock for which
proxies have been received but that abstain from voting, and broker "non-votes"
are counted in determining whether a quorum is present.

Brenton Bank. A quorum consisting of the holders of a majority of the shares
of Brenton Bank common stock outstanding at the record date and entitled to
vote must be present in person or represented by proxy for the transaction of
business at the special meeting of Brenton Bank shareholders. Shares of Brenton
Bank common stock present in person at the meeting that are not voted, and
shares of Brenton Bank common stock for which proxies have been received but
that abstain from voting, are counted in determining whether a quorum is
present.

Vote Required

Brenton. Approval of the merger agreement requires the affirmative vote of a
majority of the shares of Brenton common stock outstanding at the record date.
Five members of the Brenton family, C. Robert Brenton, William H. Brenton,
Junius C. Brenton, Jane Eddy and Carolyn O'Brien, have entered into agreements
with Wells Fargo to vote their shares of Brenton common stock in favor of the
merger agreement. The agreements cover a total of 4,170,110 shares, or
approximately 20% of the Brenton common stock outstanding at the record date.
See "Agreements to Vote For the Mergers" below. These five members,
collectively with other members of the Brenton family, owned individually, or
in trust for others, at the record date about 47% of the shares of Brenton
common stock entitled to vote at the special meeting. C. Robert Brenton,
William H. Brenton and Junius C. Brenton are directors of Brenton.

As described above, three of Brenton's directors have agreed to vote their
shares of Brenton common stock in favor of the merger agreement. Brenton's
other directors and its executive officers, who collectively owned at the
record date shares, or approximately % of the Brenton common stock
outstanding at the record date, have indicated that they intend to vote in
favor of the merger agreement. See "Share Ownership" below.

Brenton Bank. Approval of the merger agreement requires the affirmative vote
of a majority of the votes entitled to be cast on the proposal. Brenton has
agreed to vote in favor of the merger agreement all of its shares of Brenton
Bank common stock, representing 96% of the shares of Brenton Bank common stock
outstanding at the record date and entitled to vote at the special meeting. See
"Agreements to Vote For the Mergers" below.

Share Ownership

Brenton Common Stock.

Directors and Executive Officers of Brenton. At the record date for the
special meeting of Brenton shareholders, Brenton's directors and executive
officers beneficially owned a total of shares of Brenton common
stock, representing approximately % of the shares of Brenton common
stock entitled to vote at the special meeting. Directors holding 3,534,275
shares of Brenton common stock, representing approximately 17% of the
shares of Brenton common stock entitled to vote at the special meeting,
have agreed to vote their shares in favor of the merger agreement. See
"Agreements to Vote For the Mergers" below. Brenton's other directors and
its executive officers have indicated that they intend to vote their shares
of Brenton common stock in favor of the merger agreement.

Wells Fargo. At the record date, Wells Fargo and its subsidiaries
beneficially owned less than percent of the shares of Brenton common
stock outstanding at the record date.

Brenton Bank Common Stock.

Brenton. At the record date for the special meeting of Brenton Bank
shareholders, Brenton owned a total of 331,961 shares of Brenton Bank
common stock, representing approximately 96% of the shares of Brenton Bank
common stock entitled to vote at the special meeting. Brenton has agreed to
vote in favor of the merger agreement all of its shares of Brenton Bank
common stock. See "Agreements to Vote For the Mergers" below.

Directors and Executive Officers of Brenton Bank. At the record date for
the special meeting of Brenton Bank shareholders, Brenton's and/or Brenton
Bank's directors and executive officers beneficially owned a total of 6,033
shares of Brenton Bank common stock, representing approximately two percent
of the shares of Brenton Bank common stock entitled to vote at the special
meeting.

Wells Fargo. At the record date, Wells Fargo and its subsidiaries
beneficially owned no shares of Brenton Bank common stock.

Agreements to Vote For the Mergers

Holding Company Merger. Five members of the Brenton family, C. Robert
Brenton, William H. Brenton, Junius C. Brenton, Jane Eddy and Carolyn O'Brien,
have entered into agreements with Wells Fargo to vote their shares of Brenton
common stock in favor of the merger agreement. The agreements cover a total of
4,170,110 shares, or approximately 20% of the shares of Brenton common stock
outstanding at the record date for the special meeting. See "The Merger--
Support Agreements."

Bank Merger. Brenton has agreed to vote in favor of the merger agreement all
shares of Brenton Bank common stock owned by it at the record date for the
special meeting of Brenton Bank shareholders. At the record date, Brenton owned
a total of 331,961 shares of Brenton Bank common stock, constituting
approximately 96% of the shares of Brenton Bank common stock entitled to vote
at the meeting. See "The Merger--Support Agreements."

Voting and Revocation of Proxies

All shares of Brenton common stock and Brenton Bank common stock represented
at the special meeting of Brenton shareholders or the special meeting of
Brenton Bank shareholders, as the case may be, by a properly

executed proxy will be voted in accordance with the instructions indicated on
the proxy, unless the proxy is revoked before a vote is taken. If you are a
Brenton shareholder and you sign and return a Brenton proxy without voting
instructions, and do not revoke the proxy, the proxy will be voted "FOR" the
proposal to approve the merger agreement. If you are a Brenton Bank shareholder
and you sign and return a Brenton Bank proxy without voting instructions, and
do not revoke the proxy, the proxy will be voted "FOR" the proposal to approve
the merger agreement.

You may revoke your proxy at any time before it is voted by (a) filing
either an instrument revoking the proxy or a duly executed proxy, in either
case bearing a later date, with the corporate secretary of Brenton or Brenton
Bank, as the case may be, before or at the special meeting or (b) voting the
shares subject to the proxy in person at the special meeting. Attendance at the
special meeting will not by itself result in your proxy being revoked.

Solicitation of Proxies

In addition to solicitation by mail, directors, officers and employees of
Brenton and its subsidiaries may solicit proxies from Brenton shareholders
and/or Brenton Bank shareholders, either personally or by telephone or other
form of communication. None of these persons who solicit proxies will be
specifically compensated for such services. Neither Brenton nor Brenton Bank
anticipates that anyone will be specifically engaged to solicit proxies or that
special compensation will be paid for that purpose, but Brenton and Brenton
Bank reserve the right to do so should they conclude that such efforts are
necessary or advisable.

Nominees, fiduciaries and other custodians will be requested to forward
soliciting materials to beneficial owners and will be reimbursed for their
reasonable expenses incurred in sending proxy material to beneficial owners.
Brenton and Brenton Bank will bear their own expenses in connection with any
solicitation of proxies for the special meetings.

Postponement or Adjournment of the Meeting

If an insufficient number of votes for the holding company merger is
received before the scheduled meeting date, Wells Fargo and Brenton may decide
to postpone or adjourn the special meeting. If this happens, proxies that have
been received that either have been voted for the merger or contain no
instructions will be voted for adjournment.

Other Matters Considered at the Meeting

Brenton's board of directors is not aware of any business to be brought
before the special meeting of Brenton shareholders other than the proposal to
approve the holding company merger. Brenton Bank's board of directors is not
aware of any business to be brought before the special meeting of Brenton Bank
shareholders other than the proposal to approve the bank merger. If other
matters are properly brought before the special meetings or any adjournments or
postponements of the meetings, the persons appointed as proxies will have
authority to vote the shares represented by properly executed proxies in
accordance with their discretion and judgment as to the best interests of
Brenton or Brenton Bank, as the case may be.

THE MERGERS

Effect of the Mergers

Holding Company Merger. As a result of the holding company merger:

. Wells Fargo will exchange shares of its common stock for shares of
Brenton common stock.

. Brenton shareholders who have not exercised their dissenters' appraisal
rights will become Wells Fargo stockholders, with their rights governed
by Delaware law and Wells Fargo's restated certificate of incorporation
and bylaws. See "Comparison Of Stockholder Rights."

Bank Merger. As a result of the bank merger:

. Wells Fargo will exchange shares of its common stock for shares of
Brenton Bank common stock not held by Brenton. Shares of Brenton Bank
common stock held by Brenton will be canceled.

. Brenton Bank shareholders who have not exercised their dissenters'
appraisal rights will become Wells Fargo stockholders, with their rights
governed by Delaware law and Wells Fargo's restated certificate of
incorporation and bylaws. See "Comparison Of Stockholder Rights."

Background of and Reasons for the Mergers

Background of the Mergers. Brenton and its predecessors have operated
successfully as an independent banking organization for 119 years. Nonetheless,
a number of recent industry developments combined to cause Brenton's executive
management and board of directors to consider whether continued independence
was in the best interests of Brenton, its shareholders and its other
constituencies. These developments included:

. the substantial consolidation within the banking industry, which is
increasingly requiring Brenton to compete with organizations which have
far greater financial resources than Brenton;

. legislative and regulatory changes, which enable financial institutions
to compete without regard to geographic boundaries;

. the increasing importance of new technology in delivering banking
services and products, and the substantial costs of developing and
implementing that technology;

. an increasing focus by larger banks on only large acquisitions; and

. an increasing differentiation in earnings multiples accorded to large
banking organizations over smaller banking organizations in the public
markets.

In order to implement this review, Brenton selected special counsel (Sullivan &
Cromwell) and financial advisor (Keefe, Bruyette and Woods, or "KBW"),
following an interview process, to assist it.

After reviewing these industry developments and reviewing its strategic
alternatives in early 2000, the Brenton board decided to review the potential
for a strategic merger with a larger financial organization that could, among
other things, provide greater liquidity for stockholders and that had a record
of strong financial performance. In connection with this decision, the Brenton
board of directors considered advice it received from its advisors.

On April 18, 2000, KBW mailed information about Brenton and a possible
transaction to five financial institutions, including Wells Fargo, that had
been identified by Brenton after consultation with its advisors, as likely and
desirable strategic partners. Three of these institutions, including Wells
Fargo, submitted written indications of interest during the week of May 10,
2000. Two of those proposals, including Wells Fargo's proposal, were
substantially superior to the third and substantially above Brenton's then
market price. After the institution making the third proposal indicated it was
unlikely to raise its proposal significantly, Brenton decided to begin
preliminary negotiations with the two institutions making the higher proposals.

Both of these institutions raised their initial offers during the
preliminary negotiations. Although Wells Fargo's proposal was slightly below
the proposal of the other institution, the Brenton board of directors decided
to enter into exclusive negotiations with Wells Fargo for the following
reasons:

. the price differential between the proposals was less than 4%;

. the superior market performance of Wells Fargo's stock over various time
horizons in relation to the other bidder;

. the greater liquidity in Wells Fargo's stock;

. Wells Fargo's larger size and greater diversification in terms of both
geography and business lines; and

. Wells Fargo's ability to be more flexible in structuring its offer due
to its size in relation to the other bidder.

Accordingly, Brenton invited Wells Fargo to initiate due diligence in mid-
June of 2000 and the parties and their advisors began the negotiation of a
definitive merger agreement and related agreements. The Brenton board of
directors met on July 1, July 3, July 5 and July 6, 2000 and the Brenton Bank
board of directors met on July 3, 2000 to consider the Wells Fargo offer and
the draft documentation. At its July 3 meeting, the Brenton Bank board of
directors voted to accept the Wells Fargo offer and to enter into the
definitive merger agreement, subject to the approval by the Brenton board of
directors. At its July 6 meeting, the Brenton board of directors also voted to
accept the Wells Fargo offer and to enter into the definitive merger agreement
and related agreements.

On the evening of July 6, 2000, Brenton, Brenton Bank and Wells Fargo
entered into the merger agreement. On the morning of July 7, 2000, the parties
issued a joint press release announcing the mergers.

Boards of Directors' Reasons for the Merger. The boards of directors of
Brenton and Brenton Bank believe that the proposed mergers are in the best
interests of Brenton and Brenton Bank and their respective shareholders. In
making this determination, each board consulted with executive management, as
well as Brenton's financial and legal advisors, and considered a variety of
factors, including the following:

. the current business environment for the banking industry, which
includes intense and increasing competition, rapid technological change
(including the development of Internet banking), consolidation and focus
on fee-based income.

. legislative changes which have removed or liberalized geographic and
activity limitations for banks, investment banking companies and
insurance companies.

. the change in the Iowa banking structure whereby the banks with the
leading market shares include a number of major out-of-state banks with
resources far greater than those of Brenton.

. the disparity that has developed between the price-earnings ratios of
larger and smaller banking organizations and the added investment
liquidity provided by a larger publicly-traded banking organization.

. the board's review of other strategic alternatives potentially available
to Brenton.

. the value of the consideration being offered by Wells Fargo, and its
relation to the market price of Brenton's stock during the negotiations
(after taking into account the increase in Brenton's stock price shortly
before the public announcement of the merger and the discussion of that
price increase by Brenton's financial advisors).

. the historical performance of Well Fargo's common stock and Wells
Fargo's historical financial performance, as well as KBW's presentation
regarding Wells Fargo.

. the larger size and added geographic and product diversity provided by
Wells Fargo.

. the tax free nature of the transaction to Brenton's shareholders.

. the willingness of Brenton's largest shareholders to enter into
agreements with Wells Fargo to vote for the merger agreement.

. Wells Fargo's substantial experience in consolidations.

. Wells Fargo's record with respect to the employees and communities of
the banks it acquires, Wells Fargo's commitments regarding employees and
communities, and Wells Fargo's ability to offer a wide variety of
products and services to Brenton's customers.

. the terms and conditions of the merger agreement and related agreements.

. the views of Brenton's executive management.

. KBW's opinion that the consideration offered by Wells Fargo in the
holding company merger was fair to the Brenton shareholders from a
financial point of view and KBW's opinion that the consideration offered
by Wells Fargo in the bank merger to Brenton Bank shareholders other
than Brenton was fair to those shareholders.

Opinion of Brenton's Financial Advisor

On March 8, 2000, Brenton retained KBW as its financial advisor in
connection with Brenton's consideration of a possible business combination with
a third party and to render opinions with respect to the fairness from a
financial point of view of the consideration to be received by the shareholders
of Brenton and shareholders of Brenton Bank. KBW was selected to act as
Brenton's financial advisor based upon its qualifications, expertise and
reputation. KBW specializes in rendering a range of investment banking services
to banking enterprises and regularly engages in the valuation of banking
businesses and their securities in connection with mergers and acquisitions,
negotiated underwritings, competitive biddings, secondary distributions of
listed and unlisted securities, private placements and valuations for estate,
corporate and other purposes.

On July 1, 2000, at the first meeting at which the Brenton board of
directors reviewed the merger agreement and the proposed holding company and
bank mergers (collectively, the "Transaction") with Wells Fargo, KBW rendered
its oral opinion to the Brenton board that, as of such date, the consideration
to be received by Brenton shareholders pursuant to the holding company merger
was fair to the shareholders of Brenton from a financial point of view. On July
3, 2000, at the meeting at which the Brenton Bank board of directors reviewed
and approved the merger agreement subject to the final approval of Brenton's
board, KBW rendered its oral opinion that the consideration to be received by
the shareholders of Brenton Bank (other than Brenton) pursuant to the bank
merger was fair to such shareholders from a financial point of view. KBW
reconfirmed its oral opinions of July 1, 2000 and July 3, 2000 by delivering
written opinions to the Brenton board and Brenton Bank board, respectively,
dated the date of this document to the effect that, as of the date thereof, the
consideration to be received by the common shareholders of Brenton pursuant to
the holding company merger and the shareholders of Brenton Bank (other than
Brenton) pursuant to the bank merger was fair to such shareholders of Brenton
and Brenton Bank from a financial point of view, respectively.

The full text of the opinions of KBW, which set forth a description of the
procedures followed, assumptions made, matters considered and limits on the
review undertaken in connection with such opinions, are attached to this
document as Appendix B and Appendix C and are incorporated herein by reference.
Shareholders are urged to read the opinions in their entirety. KBW's opinions
are directed to the Brenton board and Brenton Bank board and relate only to the
fairness of the consideration provided for in the merger agreement from a
financial point of view, do not address any other aspect of the proposed
mergers or any related transaction and do not constitute a recommendation to
any shareholder as to how such a shareholder should vote at the special
meetings. The following summary of the opinions is qualified in its entirety by
reference to the full text of the opinions.

In rendering its opinions, KBW reviewed, analyzed and relied upon the
following material relating to the financial and operating condition of Wells
Fargo and Brenton:

. The merger agreement dated July 6, 2000;

. Annual reports to shareholders and annual reports on Form 10-K of Wells
Fargo and Brenton for the three years ended December 31, 1999;

. Recent interim reports to shareholders and Quarterly Reports on Form 10-
Q of Wells Fargo and Brenton;

. Other recent communications from Wells Fargo and Brenton to their
respective shareholders;

. Call reports of Brenton Bank for the year ended December 31, 1999 and
the quarter ended March 31, 2000;

. Other financial information concerning the businesses and operations of
Wells Fargo and Brenton furnished to KBW by Wells Fargo and Brenton for
the purpose of KBW's analysis, including certain internal financial
analyses and forecasts for Brenton prepared by senior management of
Brenton;

. Certain publicly available information concerning the trading of, and
the trading market for, the common stock of Wells Fargo and Brenton;

. Certain publicly available information with respect to banking companies
and the nature and terms of certain other transactions that KBW
considered relevant to its inquiry;

Additionally, in connection with its written opinions attached as Appendix B
and Appendix C to this document, KBW reviewed a draft of this document in
substantially the form hereof. KBW also held discussions with senior management
of Wells Fargo and Brenton concerning their past and current operations,
financial condition and prospects, and regulatory relationships. KBW also
considered such financial and other factors as it deemed appropriate under the
circumstances and took into account its assessment of general economic, market
and financial conditions and its experience in similar transactions, as well as
its experience in securities valuation and its knowledge of financial
institutions, including banks, bank holding companies, thrifts and finance
companies generally. KBW's opinions were based upon conditions as they existed
on the date of the opinions and could only be evaluated on the date thereof. In
addition, the opinions were based upon information made available to KBW
through the date thereof.

In conducting its review and arriving at its opinions, KBW relied upon and
assumed the accuracy and completeness of all of the financial and other
information provided to it or publicly available, and KBW did not attempt to
verify such information independently. KBW relied upon the management of
Brenton as to the reasonableness and achievability of the financial and
operating forecasts (the assumptions and basis therefor) provided to KBW and
assumed that such forecasts reflected the best available estimates and
judgments of such management and that such forecasts will be realized in the
amounts and in the time periods estimated by management. KBW also assumed,
without independent verification, that the aggregate allowances for loan losses
for Wells Fargo and Brenton are adequate to cover such losses. KBW did not make
or obtain any evaluations or appraisals of the property of Wells Fargo and
Brenton, nor did KBW examine any individual loan credit files. In addition, KBW
assumed, based on conversations with Wells Fargo and Brenton, that the holding
company merger and the bank merger will each be accounted for as a purchase
transaction under generally accepted accounting principles.

The following summary, which includes the financial and market performance
of peer groups for both Wells Fargo and Brenton, selected merger transactions,
net present value analysis along with summaries relating to the floating
exchange rate structure, minority interest valuation and the transaction
overview, are the material financial analyses employed by KBW in connection
with providing its opinions. This summary does not purport to be a complete
description of all analyses employed by KBW.

Transaction Overview. In providing an overview of the Transaction, KBW noted
the total value of the consideration was approximately $269 million, comprised
of the following: $256 million, or $12.56 per common share attributed to the
common stock of Brenton, $5 million attributed to the inherent value of the in
the money options of Brenton, and $9 million, or $665.16 per Brenton Bank share
not owned by Brenton. KBW further noted the $12.56 per share consideration by
Wells Fargo was approximately 9.48% below the June 30, 2000 stock price of
$13.88 per share and a 35.4% premium to the May 22 weekly average stock price
of $9.28 per share of Brenton common stock, the week prior to the week in which
Brenton common stock experienced unusually high trading volume and a sudden
increase in price. KBW further calculated the following multiples which the
consideration of $12.56 per Brenton share represented:

Brenton Basis Multiple
------------- --------

Last 12 months earnings per share................................. 15.70x
Current year earnings per share estimate (Institutional Broker's
Estimate System or "IBES" estimate).............................. 13.96x
Forward year earnings per share estimate (IBES estimate).......... 12.56x
Book value per share.............................................. 1.92x
Tangible book value per share..................................... 2.04x

Selected Peer Group Analysis. KBW reviewed the financial and market
performances of Wells Fargo, Brenton and each of their respective peer groups
based on various financial measures, including earnings performance, operating
efficiency, capital adequacy and asset quality, and various measures of market
performance, including market to book values, price to earnings, price to
estimated earnings and dividend yields. For purposes of such analysis, the
financial information used by KBW for Wells Fargo and Brenton and their
comparable companies was as of and for the quarter ended March 31, 2000 and
market price information was as of June 30, 2000, unless otherwise noted.
Additionally, estimated earnings per share data was generated by Institutional
Broker's Estimate System ("IBES") unless otherwise noted. KBW uses these
measurements to determine relative value of the respected companies within the
financial services industry.

The set of comparable companies used as peers of Brenton was comprised of
thirteen Midwestern banking institutions having assets between $1.5 billion and
$3.0 billion. These companies are listed as follows, along with the state in
which each is headquartered.

1st Source Corporation (IN) Area Bancshares Corporation (KY)

Corus Bankshares, Inc. (IL) Integra Bank Corporation (IN)
Community Trust Bancorp, Inc. (KY) First Financial Corporation (IN)
Chemical Financial Corporation (MI) Irwin Financial Corporation (IN)
Wintrust Financial Corporation (IL) Independent Bank Corporation (MI)
Mid-America Bancorp (KY) Mississippi Valley Bancshares, Inc. (MO)
Second Bancorp, Incorporated (OH)

The following table compares the financial performance ratios of Brenton to
its peer group as of March 31, 2000.

Midwestern Peers
Financial Ratio Brenton Median
--------------- ------- ----------------

Return on average assets.......................... 0.94% 1.42%
Return on average equity.......................... 13.84% 14.25%
Net interest margin............................... 3.82% 4.39%
Efficiency ratio.................................. 63.86% 56.96%
Non-interest income/Total revenue................. 33.29% 19.95%
Leverage ratio.................................... 7.05% 8.82%
Non-performing assets/Total loans and other real
estate owned..................................... 0.72% 0.37%
Loan loss reserves/Total loans.................... 1.30% 1.50%

KBW also compared the market performance ratios of the Brenton's peer group
to both the June 30, 2000 and May 26, 2000 market performance ratios for
Brenton. In addition, KBW analyzed earnings per share growth rates of Brenton
and its peers. KBW's analysis showed the following concerning the median market
performance ratios and earnings per share growth rates of Brenton and its peer
group.

Brenton
-------------------------- Midwestern Peer
Market Performance Ratios May 26, 2000 June 30, 2000 Median
------------------------- ------------ ------------- ---------------

Price to:
---------
Current earnings per share
estimate (IBES)............... 10.42x 15.42x 9.21x
Book value per share........... 1.43x 2.12x 1.35x
Dividend yield................... 3.84% 2.51% 3.38%

Midwestern Peer
EPS Growth Rates Brenton Median
---------------- ------- ---------------

IBES Est. 2000 EPS/Fiscal 1999 Core EPS (1).......... 13.9% 9.3%
IBES Est. 2001 EPS/IBES Est. 2000 EPS................ 11.1% 9.1%

- --------
(1) Core EPS excludes any extraordinary items which may have affected
earnings.

KBW observed that the financial performance of Brenton was slightly below
its peers. However, KBW noted that the efforts of the management and board of
directors of Brenton to compete more effectively within the financial service
industry, through the development and implementation of a sales discipline and
partnership culture, had reduced earnings in recent years. KBW also noted the
non-interest income/total revenue financial ratio and the EPS growth rates of
Brenton were better than for its peers and represented progress toward meeting
its objective. Within the marketplace, Brenton's market multiples were valued,
prior to the sudden increase in price and unusually high trading volume before
the announcement of the merger, at a slight premium to the median of its peers,
in respect to price to earnings and price to book value.

KBW also analyzed a set of comparable companies used as peers of Wells Fargo
as well as the institution that submitted a proposal slightly higher than Wells
Fargo (the "competing institution)." The peer group for Wells Fargo was
comprised of eight financial institutions headquartered in the United States
and having assets between $73 billion and $738 billion. This group included the
following companies:

Citigroup, Inc. Bank of America Corporation

Chase Manhattan Corporation Bank One Corporation
First Union Corporation Fleet Boston Financial
U.S. Bancorp Firstar Corporation

The following table is a review of the financial performance ratios of Wells
Fargo compared to its peers and the competing institution.

Peers Competing
Financial Performance Ratio Wells Fargo Median Institution
--------------------------- ----------- ------ -----------

Return on average assets................... 1.87% 1.55% 1.48%
Return on average equity................... 18.00% 19.98% 15.25%
Net interest margin........................ 5.50% 3.73% 4.65%
Efficiency ratio........................... 56.78% 56.84% 58.21%
Non-interest income/Total revenue.......... 42.70% 52.18% 33.94%
Leverage ratio............................. 6.50% 6.70% 9.25%
Non-performing assets/Total loans and other
real estate owned......................... 0.74% 0.84% 0.24%
Loan loss reserves/Total loans............. 2.59% 1.69% 1.61%

KBW also analyzed the market performance ratios of Wells Fargo, its peer
group, and the competing institution.

Peers Competing
Market Performance Ratios Wells Fargo Median Institution
------------------------- ----------- ------ -----------

Price to:
---------
2000 KBW earnings per share estimate....... 15.50x 10.11x 10.44x
2001 KBW earnings per share estimate ...... 13.84x 9.05x 9.44x
Book value per share....................... 2.70x 2.00x 1.68x
Tangible book value per share.............. 4.59x 2.87x 1.79x
Dividend yield............................... 2.27% 4.00% 2.08%
Dividend payout.............................. 35.20% 38.78% 21.75%

KBW further analyzed (as set forth in the following tables) the EPS growth
rates, total return analysis over various time periods, and the average daily
volume for the last 30 days, comparing Wells Fargo to its peers and the
competing institution.

Peers Competing
EPS Growth Rates Wells Fargo Median Institution
---------------- ----------- ------ -----------

KBW Est. 2000 EPS/Fiscal 1999 EPS............ 12.11% 11.43% 10.04%
KBW Est. 2001 EPS/KBW Est. 2000 EPS.......... 12.00% 11.45% 10.53%

Peers Competing
Annualized Total Return Analysis Wells Fargo Median Institution
-------------------------------- ----------- ------ -----------

One year.................................... (7.45%) (30.85%) (20.93%)
Three year.................................. 12.06% (1.04%) 7.44%
Five year................................... 24.88% 14.81% 14.50%
Ten year.................................... 25.26% 17.90% 16.45%

Peers Competing
Average Daily Volume Wells Fargo Median Institution
-------------------- ----------- ----------- -----------

Shares Traded............................ 4.0 million 4.1 million 93,000

When comparing Wells Fargo's financial and market performance ratios to its
peers and the competing institution, KBW observed:

1. Wells Fargo had higher financial performance ratios based on return on
average assets, net interest margin and loan loss reserve to loans, as
compared to its peers and in general, higher financial performance
ratios as compared to the competing institution.

2. Wells Fargo was trading at higher market performance ratios,

3. The total return performance of Wells Fargo stock was better, and

4. The liquidity of Wells Fargo stock was nearly equivalent to its peers
and far exceeded the competing institution

Selected Merger Transactions. KBW also analyzed the Transaction against
selected bank merger transactions. The analysis was based upon the acquisition
price of these transactions relative to the last twelve months earnings,
current earnings estimates, forward earnings estimates, stated book value and
stated tangible book value. The information analyzed was compiled by KBW from
both internal sources and a data firm that monitors and publishes transaction
summaries and descriptions of mergers and acquisitions in the financial
services industry.

Due to the recent decline in the number of bank mergers since the fourth
quarter of 1999, the first group of merger transactions consisted of only four
transactions in the second quarter of 2000 having a value greater than $150
million at announcement. Within this group, three of the four transactions (the
"adjusted first group") were deemed more comparable due to the seller having
similar characteristics to Brenton. KBW compared the first group and the
adjusted first group to the Transaction. In addition, KBW analyzed a second

group consisting of selected bank merger and acquisition transactions since
January 1999 that were valued between $200 million and $350 million at
announcement. Due to the recent decline in bank stock valuations since the
fourth quarter 1999, KBW adjusted the transaction multiples to reflect the
acquirors' current market prices. In this analysis, the median change in the
acquiror's stock price was a decline of 20%. The following table compares
information derived by KBW with respect to the selected merger transactions.

Average
-----------------------
Median
Adjusted Second
Transaction Multiples Wells/Brenton First Group First Group Group
--------------------- ------------- ----------- ----------- ------

Number of transactions........ 4 3 14
Price to last twelve months
earnings..................... 15.70x 19.49x 15.03x 16.17x
Price to current IBES earnings
estimate..................... 13.96x 15.85x 11.36x 14.07x
Price to forward IBES earnings
estimate..................... 12.56x 15.01x 10.89x 12.77x
Price to book value........... 1.92x 2.11x 1.72x 2.42x
Price to tangible book value.. 2.04x 2.28x 1.96x 2.52x

KBW observed that the holding company merger (i) is within the range of
these comparable transactions represented by the average multiples of the first
group, as adjusted and the median multiples for the second group, and (ii) were
consistent with the trend in bank merger valuations and the then slow
environment for bank mergers.

Net Present Value Per Share Analysis. KBW used a net present value analysis
that analyzed a stream of cash flows and free capital which would be derived
from Brenton to determine theoretical valuation ranges which (i) the general
market would deem appropriate for an independent institution and (ii) an
acquiror would be willing to pay in a control-sale transaction. The analysis
assumed the following:

. Projected 2000 net income of Brenton, with assumed average net income
growth of 8.30%

. Projected average asset growth rates of 5.00% for 2000 and thereafter

. Brenton would maintain a 7.00% leverage ratio

. Market multiples (applicable multiples for Brenton if it were to remain
an independent institution) of 10 and 11 times earnings and control-sale
multiples (applicable multiples that Brenton would achieve if the
company were sold) of 14 and 15 times for the fifth fiscal year

. Discount rates of 12%, 13% and 14%

The analysis assumes that any initial and future excess capital above the
required amount to maintain a 7.00% leverage ratio is free capital and, along
with a terminal value, is present valued at different multiples to earnings and
discount rates. Based on such assumptions, KBW's analysis implied the following
theoretical range of values per share of Brenton common stock, on an
independent basis assuming market multiples and a control-sale basis at
control-sale multiples:

Control-
Net Present Value Per Share Market Multiples Sale Multiples
--------------------------- ---------------- --------------

Low valuation................................ $8.37 $10.77
High valuation............................... $9.87 $12.54

KBW observed that the value of Brenton common stock prior to the sudden
increase in price and unusually high trading volume before the announcement of
the merger and the value received in the holding company merger were both close
to or above the high-end range of net present values based on market multiples
and a control-sale multiples, respectively. KBW stated that the net present
value analysis is a widely-used valuation methodology but noted that it relies
on numerous assumptions, including asset and earnings

growth rates, terminal values and discount rates. The analysis does not purport
to be indicative of the actual values or expected values of Brenton common
stock.

Internal Rate of Return Analysis. KBW estimated rates of returns using a
present value analysis over a five-year period, which Wells Fargo may realize
from the Transaction given the following assumptions:

. Projected 2000 net income of Brenton, with assumed average net income
growth of 8.30%

. Projected average asset growth rates of 5.00% for 2000 and thereafter

. Brenton would maintain a 7.00% leverage ratio

. Percentage cost savings of Brenton's non-interest expenses to be
achieved in the Transaction of 25% in 2001 and 40% in 2002 and
thereafter

. Discount rates to achieve perpetuity values in the fifth year ranging
between 10% to 12%

Based on these assumptions, KBW projected rates of returns ranging between
20.55% to 23.74%, which KBW deemed adequate thresholds for Wells Fargo. KBW
stated that the internal rate of return analysis is a widely-used valuation
methodology but noted that it relies on numerous assumptions, including asset
and earnings growth rates, cost savings, perpetuity values and discount rates.
This analysis does not purport to be indicative of the actual returns or
expected returns which Wells Fargo may achieve from this Transaction.

Floating Exchange Ratio Summary and Dividend Impact: KBW reviewed with the
Brenton board an analysis describing the floating rate structure. As part of
the terms of the Transaction, the value of the Transaction will remain constant
until the special meetings, whereupon the final exchange ratio will be set
based upon a measurement price for Wells Fargo common stock. The final exchange
ratio will determine the amount of Wells Fargo common stock to be received by
Brenton shareholders (assuming no change in the number of outstanding shares of
Brenton common stock prior to closing). The measurement price will be
determined by averaging the New York Stock Exchange-only closing prices of
Wells Fargo common stock over the 15-day trading period prior to the Brenton
special meeting. KBW analyzed sample measurement prices, which were based upon
the market price of Wells Fargo, within the range of $35 to $43 per share,
which corresponds to approximate exchange ratios of 0.37 to 0.30, respectively
and approximate pro forma ownership percentages of Wells Fargo of 0.44% to
0.36%, respectively. In addition, KBW analyzed the dividend impact to Brenton
shareholders given this range of measurement prices and implied exchange
ratios. Since the time of announcement of the Transaction, Wells Fargo's stock
price has fluctuated above such range. Given such fluctuation, KBW has
increased the top of the range of sample Wells Fargo measurement prices, for
illustration purposes, to $47. The following table illustrates the percentage
decrease in common dividends to a share of Brenton common stock within this
range of measurement prices:

Implied % Change in
Sample Wells Fargo Exhange Pro Forma Brenton Common
Measurement Price Ratio Ownership Stock Dividend
------------------ ------- --------- --------------

$35.00 0.371 0.44% (6.2%)
$43.00 0.302 0.36% (23.6%)
$47.00 0.276 0.33% (30.1%)

Minority Interest Valuation. Wells Fargo determined a value for the minority
interest in Brenton Bank (the stock owned by shareholders other than Brenton)
to be approximately $8.8 million. KBW reviewed this analysis, which was based
on an equivalent tangible book value multiple received by Brenton common
shareholders in the bank merger. With the substantial majority of Brenton's
assets and earnings attributed by Brenton Bank, KBW observed this was a fair
representation and method in determining such value.

The summary contained herein provides a description of the material analyses
prepared by KBW in connection with the rendering of its opinions. The summary
set forth above does not purport to be a complete description of the analyses
performed by KBW in connection with the rendering of its opinions. The

preparations of the fairness opinions are not necessarily susceptible to
partial analysis or summary description. KBW believes that its analyses and the
summary set forth above must be considered as a whole and that selecting
portions of its analyses without considering all analyses, or selecting part of
the above summary, without considering all factors and analyses, would create
an incomplete view of the processes underlying the analyses set forth in KBW's
presentations and opinions. The ranges of valuations resulting from any
particular analysis described above should not be taken to be KBW's view of the
actual value of Wells Fargo and Brenton. The fact that any specific analysis
has been referred to in the summary above is not meant to indicate that such
analysis was given greater weight than any other analyses.

In performing its analyses, KBW made numerous assumptions with respect to
industry performance, general business and economic conditions and other
matters, many of which are beyond the control of Wells Fargo and Brenton. The
analyses performed by KBW are not necessarily indicative of actual values or
actual future results which may be significantly more or less favorable than
suggested by such analyses. Such analyses were prepared solely as part of KBW's
analysis of the fairness, from a financial point of view, and were provided to
the Brenton board and the Brenton Bank board in connection with the delivery of
KBW's opinions. The analyses do not purport to be appraisals or to reflect the
prices at which a company actually might be sold or the prices at which any
securities may trade at the present time or at any time in the future. In
addition, as described above, each of KBW's opinions, along with its
presentation to the Brenton board and Brenton Bank board, was just one of many
factors taken into consideration by the respective boards in approving the
merger agreement.

Pursuant to its engagement letter with KBW, Brenton agreed to pay KBW a
financial advisory fee of $25,000 upon signing the engagement letter and a fee
of $250,000 upon receipt of a definitive merger agreement. In addition, Brenton
agreed to pay KBW a contingent fee equal to 0.78% of the market value of the
aggregate consideration received in the Transaction. Based on the number of
fully converted shares and options of Brenton common stock on , 2000,
and the value of the minority interest in Brenton Bank, the aggregate
consideration for the mergers would be approximately $269 million and would
generate a contingent fee of approximately $2.1 million to KBW. The actual
amount of the contingent fee will depend upon the per share value of Wells
Fargo common stock and the number of shares of Brenton common stock and Brenton
Bank common stock held by shareholders other than Brenton outstanding on the
effective date of the mergers. All fees paid by Brenton prior to the closing of
the transaction will be credited against the contingent fee. Brenton has also
agreed to reimburse KBW for its reasonable out-of-pocket expenses, including
the fees and expenses of legal counsel and any other advisor retained by KBW.
Brenton has also agreed to indemnify KBW, its affiliates, and their respective
partners, directors, officers, agents, consultants, employees and controlling
persons against certain liabilities, including liabilities under the Federal
securities laws. In addition, KBW has provided, and may provide in the future,
certain investment banking services to Brenton from time to time, for which it
has received, and will receive, customary compensation, including acting as
financial advisor for Brenton in connection with the merger agreement.

In the ordinary course of its business as a broker-dealer, KBW may, from
time to time, purchase securities from, and sell securities to, Wells Fargo and
Brenton, and as a market maker in securities, KBW may, from time to time, have
a long or short position in, and buy or sell, equity securities of Wells Fargo
and Brenton for its own account and for the accounts of its customers. To the
extent that KBW has any such position as of the date of the fairness opinions
attached as Appendix B and Appendix C hereto, it has been disclosed to Brenton.

Additional Interests of Management

The directors and executive officers of Brenton and Brenton Bank have
interests in the mergers that are in addition to their interests as
shareholders generally. The boards of directors of Brenton and Brenton Bank
were aware of these interests and considered them, among other things, when
they approved the merger agreement.

Change of Control Severance Payments. Brenton currently has in force "change
in control" severance agreements with the following executives: Robert L.
DeMeulenaere, Larry A. Mindrup, Phillip L. Risley,

Steven T. Schuler, Norman D. Schuneman and Woodward G. Brenton. Each change in
control severance agreement provides that if the executive is terminated
without "cause" (as defined in the agreement) by Brenton or the executive
terminates his employment for "good reason" (as defined in the agreement)
within two years of a "change in control" (as defined in the agreement) such
individual will be entitled to certain benefits. The benefits (which are in
addition to the payment of any accrued salary, pro rata bonus and benefits for
the year of termination), are payable within 20 days following the executive's
termination and include a lump sum cash payment equal to 2 times the
executive's base salary plus 2 times the executive's average annual bonus
during the past three years. Mr. DeMeulenaere, however, is entitled to a lump
sum cash payment and bonus as above computed using a multiple of 2.5 (instead
of a multiple of 2). In addition, Brenton will provide continued medical,
dental, accident and life insurance benefits for a period of 2 years following
the executive's termination. Notwithstanding the above, if the payments and
benefits under the change of control severance agreements are determined to be
subject to the excise tax imposed under Section 4999 of the Internal Revenue
Code, then the amounts payable under the change in control agreement will be
reduced to the maximum amount as will result in no portion of the payments
being subject to such excise tax. The amount that these executives would
receive under the change in control agreements in the aggregate would be
approximately equal to $2,705,000.

Side Agreement. In connection with the merger agreement, Wells Fargo and
Brenton entered into a side agreement that provides among other things:

. For purposes of Brenton's 1996 Stock Option Plan, any employee of
Brenton whose sum of age and years of service equals or exceeds 55 at
the time of termination of employment for any reason (excluding
termination for cause) shall be deemed to have reached "retirement"
(prior to age 65).

. Brenton may pay special bonuses in recognition of service to Brenton in
its discretion up to an aggregate amount of $600,000.

. Office and secretarial support will continue to be provided for William
H. Brenton and J. C. Brenton for a period of three years and for C.
Robert Brenton for a period of seven years.

. The current levels of medical insurance coverage will continue to be
provided for William H. Brenton, C. Robert Brenton and J. C. Brenton
under Wells Fargo's retiree medical insurance plan.

Indemnification and Continued Insurance Coverage. Wells Fargo has agreed to
provide certain indemnification to officers and directors of Brenton and
Brenton Bank, as well as maintain directors' and officers' insurance coverage
for a specified period of time after the mergers. See "The Merger Agreement--
Other Covenants."

Non-Competition Agreements

In connection with the merger agreement, Wells Fargo entered into non-
competition agreements with the following executive officers of Brenton Bank:
Robert L. DeMeulenaere, Larry A. Mindrup and Woodward G. Brenton. Mr.
DeMeulenaere is also an executive officer of Brenton.

Each executive has agreed that, beginning on July 6, 2000 and ending on the
first anniversary of the date of the holding company merger, he will not, by
himself or through associates, agents, employee or others, directly or
indirectly, do any of the following within the state of Iowa:

. attempt to divert any of the business of Brenton, Brenton Bank or Wells
Fargo or any business that Brenton, Brenton Bank or Wells Fargo has a
reasonable expectation of obtaining by soliciting, contacting or
communicating with any customers and/or potential customers of Brenton,
Brenton

Bank or Wells Fargo (in the case of Mr. Mindrup, however, this
restriction is limited to within a 10-mile radius of existing locations
of Brenton, Brenton Bank or Wells Fargo);

. communicate to or use for the benefit of any person, any of the
confidential information, trade or business secrets used by Brenton,
Brenton Bank or Wells Fargo nor disclose the proprietary methods of
conducting the business of Brenton, Brenton Bank or Wells Fargo;

. solicit, directly or indirectly, an employee of Brenton, Brenton Bank or
Wells Fargo for the purpose of encouraging that employee to leave his or
her employment.

Messrs. DeMeulenaere and Brenton have also each agreed not do any of the
following within the state of Iowa during this period:

. engage in the commercial banking or thrift business;

. aid or assist anyone in engaging in or entering into the commercial
banking or thrift business, other than as an employee;

. reestablish or reopen any business substantially the same as all or any
part of the business of Brenton, Brenton Bank or Wells Fargo (other than
the commercial banking or thrift business);

. in any manner become interested directly or indirectly, as employee,
owner, partner, shareholder, director, officer or otherwise, in a
commercial banking or thrift business; provided, however, that for
purposes of this provision, the term "shareholder" does not include any
investment in an organization where he owns less than 5% of the shares
or other equity interests issued and outstanding;

Dissenters' Appraisal Rights

Shareholders of Brenton and Brenton Bank are entitled to dissenters'
appraisal rights in connection with the holding company merger and the bank
merger, respectively. The procedures for preserving and exercising dissenters'
appraisal rights are set forth in the provisions of Title XII, Subtitle 2,
Chapter 490, Division XIII, Part B of the Iowa Business Corporation Act and
Section 524.1406 of the Iowa Banking Act (which provides for the same rights
and remedies offered by the Iowa Business Corporation Act). The following is a
description of those provisions. It is not complete and is qualified by
reference to the actual provisions, copies of which are included in Appendix D
to this document.

Brenton Bank shareholders are advised that, in determining the fair value
of their shares of Brenton Bank common stock, due consideration will be given
to valuation issues acknowledged and authorized by the Internal Revenue Code,
including discounts for minority interests and discounts for lack of
marketability.

For purposes of the following description of the rights and obligations of
shareholders of Brenton and Brenton Bank under the Iowa dissenters' appraisal
rights statute:

. the term "corporation" refers to Brenton in the context of the holding
company merger and Brenton Bank in the context of the bank merger;

. the term "shareholder" refers to a holder of Brenton common stock in the
context of the holding company merger and a holder of Brenton Bank
common stock (other than Brenton) in the context of the bank merger; and

. the term "merger" means the holding company merger for Brenton
shareholders and the bank merger for Brenton Bank shareholders.

Notice of Dissenters' Appraisal Rights. The corporation is required to
notify its shareholders of their dissenters' appraisal rights and to provide
them with a copy of Title XII, Subtitle 2, Chapter 490, Division XIII, Part B
of the Iowa Business Corporation Act. This document, including the notice of
special meeting of Brenton shareholders and the notice of special meeting of
Brenton Bank shareholders, constitutes the required

notice to shareholders of Brenton and Brenton Bank. A copy of Title XII,
Subtitle 2, Chapter 490, Division XIII, Part B of the Iowa Business Corporation
Act is included in Appendix D to this document.

Preserving Dissenters' Appraisal Rights. To preserve your dissenters'
appraisal rights, you must do each of the following:

. deliver to the corporation, before the vote is taken at the special
meeting of shareholders, written notice of your intent to demand payment
for your shares if the merger is completed; and

. not vote your shares of corporation common stock in favor of the merger.

If you sign and return a proxy without voting instructions, and do not revoke
the proxy, the proxy will be voted for the merger.

Notice of Merger Approval. If the merger is approved by the corporation's
shareholders, the corporation must deliver, within 10 days after approval, a
written dissenters' notice to all shareholders who preserved their dissenters'
appraisal rights. The notice must do all of the following:

. state where the payment demand must be sent and where and when
certificates for certificate shares must be deposited;

. inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;

. supply a form for demanding payment that includes the date of the first
announcement to the news media or to shareholders of the terms of the
merger and requires that the person asserting dissenters' rights certify
whether or not the person acquired beneficial ownership of the shares
before that date;

. set a date by which the corporation must receive the payment demand,
which date must not be fewer than 30 nor more than 60 days after the
dissenters' notice is delivered; and

. be accompanied by a copy of Title XII, Subtitle 2, Chapter 490, Division
XIII of the Iowa Business Corporation Act.

Duty to Demand Payment. A shareholder who is sent a dissenters' notice must
demand payment, certify whether the shareholder acquired beneficial ownership
of the shares before the date of the first announcement to the news media or to
shareholders of the terms of the merger, and deposit the shareholder's
certificates in accordance with the terms of the dissenters' notice. A
shareholder who demands payment and so deposits the shareholder's shares
retains all other rights of a shareholder until these rights are canceled or
modified by the merger. A shareholder who does not demand payment or who does
not deposit the shareholder's shares where required, each by the date set in
the dissenters' notice, is not entitled to payment for the shareholder's
shares.

Share Restrictions. The corporation may restrict the transfer of
uncertificated shares from the date the demand for their payment is received
until the merger is completed or until the restrictions are released because
the merger is not completed. The person for whom dissenters' appraisal rights
are asserted as to uncertificated shares retains all other rights of a
shareholder until these rights are canceled or modified by the merger.

Payment. Except as to after-acquired shares as discussed below, at the time
the merger is completed, or upon receipt of a payment demand, whichever occurs
later, the corporation must pay to each dissenter who demanded payment in the
manner required, the amount the corporation estimates to be the fair value of
the dissenter's shares, plus accrued interest. The payment must be accompanied
by all of the following:

. the corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of payment, an income statement
for that year, a statement of changes in shareholders' equity for that
year, and the latest available interim financial statements, if any;

. a statement of the corporation's estimate of the fair value of the
shares;

. an explanation of how the interest was calculated;

. a statement of the dissenter's right to demand payment if the dissenter
is dissatisfied with the corporation's payment offer; and

. a copy of the Iowa dissenters' rights statute.

Failure of the Corporation to Complete Merger. If the corporation does not
complete the merger within 180 days after the date set for demanding payment
and depositing share certificates, the corporation must return the deposited
certificates and release the transfer restrictions on uncertificated shares. If
after returning deposited certificates and releasing transfer restrictions, the
corporation completes the merger, it must send a new dissenters' notice as if
the merger was completed without a vote of shareholders and repeat the demand
procedure.

After-Acquired Shares. The corporation may elect to withhold payment to a
dissenting shareholder if the dissenter was not the beneficial owner of the
shares before the date of the first announcement to the news media or to
shareholders of the terms of the merger. The terms of the merger were first
announced to the news media on July 7, 2000. If the corporation elects to
withhold payment, it must, after completing the merger, estimate the fair value
of the shares, plus accrued interest, and pay this amount to each dissenter who
agrees to accept it in full satisfaction of the dissenter's demand. The
corporation will send with its offer a statement of the estimate of the fair
value of the shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment if the dissenter is
dissatisfied with the corporation's payment offer.

Procedure if Dissatisfied With Payment or Offer. A dissenter may (a) notify
the corporation in writing of the dissenter's own estimate of the fair value of
the dissenter's shares and the amount of interest due, and demand payment of
the dissenter's estimate, less any payment made by the corporation, or (b) in
the case of after-acquired shares, reject the corporation's offer and demand
payment of the fair value of the shares and interest due, if any of the
following apply:

. The dissenter believes that the amount paid, or the amount offered in
the case of after-acquired shares, is less than the fair value of the
dissenter's shares or that the interest due is incorrectly calculated;

. The corporation fails to make payment within 60 days after the date set
for demanding payment; or

. The corporation, having failed to complete the merger, does not return
the deposited certificates or release the transfer restrictions imposed
on uncertificated shares within 60 days after the date set for demanding
payment.

A dissenter waives the dissenter's rights to demand payment unless the
dissenter notifies the corporation of the dissenter's demand in writing within
30 days after the corporation made payment, or in the case of after-acquired
shares offered payment, for the dissenter's shares.

Court Action. If a dissenter's demand for payment remains unsettled, the
corporation will commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding
within the 60 day period, it must pay each dissenter whose demand remains
unsettled the amount demanded. The corporation must make all dissenters,
whether or not residents of Iowa, whose demands remain unsettled parties to the
proceeding and must serve them all with a copy of the petition. The court may
appoint one or more appraisers to receive evidence and recommend decision on
the question of fair value. Each dissenter made a party to the proceeding is
entitled to a judgment for either:

. the amount, if any, by which the court finds the fair value of the
dissenter's shares, plus interest, exceeds the amount paid by the
corporation; or

. the fair value, plus accrued interest, of the dissenter's after-acquired
shares for which the corporation elected to withhold payment.

Court Costs and Counsel Fees. The court will determine all costs of the
appraisal proceeding, including the reasonable compensation and expenses of
appraisers appointed by the court. The court will assess the costs against the
corporation, except that the court may assess costs against all or some of the
dissenters to the extent the court finds the dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment. Also, the court may
assess the fees and expenses of counsel and experts for the respective parties
as follows:

. against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the
requirements of sections 490.1320 through 490.1328 of the Iowa Business
Corporation Act; or

. against either the corporation or a dissenter, in favor of the other
party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided in the dissenters' rights
statute.

If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court
may award to these counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.

Brenton shareholders are advised that the merger agreement will be approved
if the holders of a majority of the shares of Brenton common stock outstanding
at the record date vote in favor of it. The holders of 4,170,110 shares of
Brenton common stock, representing approximately 20% of the shares of Brenton
common stock outstanding at the record date, have agreed to vote their shares
of Brenton common stock in favor of the merger agreement. In addition, certain
directors and executive officers of Brenton owning shares of Brenton
common stock, representing approximately % of the shares of Brenton common
stock outstanding at the record date, have indicated that they intend to vote
their shares in favor of the merger agreement.

Brenton Bank shareholders are advised that the merger agreement will be
approved if the holders of a majority of the votes entitled to be cast at the
special meeting of Brenton Bank shareholders are cast in favor of it. Brenton
has agree to vote in favor of the merger agreement all shares of Brenton Bank
common stock owned by it at the record date for the special meeting. At the
record date for the special meeting, Brenton owned 331,961 shares of Brenton
Bank common stock, representing approximately 96% of the shares of Brenton Bank
common stock entitled to vote at the special meeting and enough to approve the
bank merger without the concurrence of any other Brenton Bank shareholders. The
bank merger will not occur if the holding company merger is not completed.

Exchange of Certificates

After completion of the mergers, Wells Fargo Bank Minnesota, National
Association, acting as exchange agent for Wells Fargo, will mail to each holder
of record of shares of Brenton common stock or Brenton Bank common stock a form
of letter of transmittal, together with instructions for the exchange of the
holder's stock certificates for a certificate representing Wells Fargo common
stock.

Shareholders of Brenton and Brenton Bank should not send in their
certificates until they receive the letter of transmittal form and
instructions.

No dividend or other distribution declared on Wells Fargo common stock after
completion of the mergers will be paid to the holder of any certificates for
shares of Brenton common stock or Brenton Bank common stock until after the
certificates have been surrendered for exchange.

When the exchange agent receives a surrendered certificate or certificates
from a shareholder, together with a properly completed letter of transmittal,
it will issue and mail to the shareholder a certificate representing the number
of whole shares of Wells Fargo common stock to which the shareholder is
entitled,

plus cash for the amount of any remaining fractional share and any cash
dividends that are payable with respect to the shares of Wells Fargo common
stock so issued. No interest will be paid on the fractional share amount or
amounts payable as dividends or other distributions.

A certificate for Wells Fargo common stock may be issued in a name other
than the name in which the surrendered certificate is registered if (a) the
certificate surrendered is properly endorsed and accompanied by all documents
required to transfer the shares to the new holder and (b) the person requesting
the issuance of the Wells Fargo common stock certificate either pays to the
exchange agent in advance any transfer and other taxes due or establishes to
the satisfaction of the exchange agent that such taxes have been paid or are
not due.

The exchange agent will issue stock certificates for Wells Fargo common
stock in exchange for lost, stolen or destroyed certificates for Brenton common
stock or Brenton Bank common stock, as the case may be, upon receipt of a lost
certificate affidavit and a bond indemnifying Wells Fargo for any claim that
may be made against Wells Fargo as a result of the lost, stolen or destroyed
certificates.

After completion of the mergers, no transfers will be permitted on the books
of Brenton or Brenton Bank. If, after completion of the mergers, certificates
for Brenton common stock or Brenton Bank are presented for transfer to the
exchange agent, they will be canceled and exchanged for certificates
representing Wells Fargo common stock.

None of Wells Fargo, Brenton, Brenton Bank, the exchange agent or any other
person will be liable to any former holder of Brenton common stock or Brenton
Bank common stock for any amount delivered in good faith to a public official
pursuant to applicable abandoned property, escheat or similar laws.

Regulatory Approvals

Federal Reserve Board Approval. The holding company merger is subject to the
prior approval of the Board of Governors of the Federal Reserve System. The
approval of the Federal Reserve Board is required because Wells Fargo is a bank
holding company registered under the Bank Holding Company Act that is proposing
to acquire another bank holding company, Brenton. Wells Fargo has filed an
application with the Federal Reserve Board requesting approval of the holding
company merger. Copies of the application have been or will be provided to the
U.S. Department of Justice and other governmental agencies. The application
describes the terms of the holding company merger, the parties involved, the
activities to be conducted by Wells Fargo as a result of the holding company
merger, the source of funds for the holding company merger and provides other
financial and managerial information.

In evaluating the application, the Federal Reserve Board will consider the
financial and managerial resources and prospects of the existing and combined
institutions and the benefits that may be expected from the holding company
merger. Among other things, the Federal Reserve Board will evaluate the capital
adequacy of Wells Fargo before and after completion of the holding company
merger and Wells Fargo'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 its subsidiary
banks, under the Community Reinvestment Act of 1977.

The Federal Reserve Board may deny an application if it determines that the
transaction would result in a monopoly or be in furtherance of any combination
or conspiracy to monopolize or attempt to monopolize a given business activity
in any part of the United States. The Federal Reserve Board may also deny an
application if it determines that the transaction would substantially lessen
competition or would tend to create a monopoly in any section of the country,
or would in any other manner result in a restraint of trade, unless the Federal
Reserve Board finds that the anti-competitive effects of the transaction are
clearly outweighed by the probable effects of the transaction in providing
benefits to the public.

Applicable federal law provides for the publication of notice and public
comment on the application filed by Wells Fargo with the Federal Reserve Board.
Under current law, the holding company merger may not be completed until the
Federal Reserve Board has approved it.

Iowa Superintendent of Banking Approval. The Iowa Superintendent of Banking
must approve the bank merger. Wells Fargo will file an application with the
Iowa Superintendent of Banking requesting approval of the bank merger.
Following receipt of Wells Fargo's application, the Superintendent will
ascertain, among other things, whether:

. the merger agreement adequately protects the interests of depositors,
other creditors of the bank and its shareholders; and

. the bank merger would be consistent with adequate and sound banking and
in the public interest on the basis of the financial history and
condition of the parties to the merger agreement, including:

. the adequacy of the capital structure of the resulting state bank,

. the character of the management of the resulting state bank,

. the potential effect of the bank merger on competition, and

. the convenience and needs of the area primarily to be served by the
resulting state bank.

If the Superintendent requests it, Brenton and Wells Fargo must provide a
calculation and appropriate certification that the proposed mergers will not
violate Iowa's 15% deposit cap law.

Within 180 days after receiving the application, the Superintendent will
make a decision whether to approve the bank merger. Wells Fargo, Brenton and
Brenton Bank will use their efforts to get approval as soon as possible,
although there can be no guarantee if and when approval will be obtained.

The approval of an application means only that the regulatory criteria for
approval have been satisfied or waived. It does not mean that the approving
authority has determined that the consideration to be received by Brenton
shareholders or Brenton Bank shareholders is fair. Regulatory approval does not
constitute an endorsement or recommendation of the mergers.

Wells Fargo and Brenton are not aware of any governmental approvals or
compliance with banking laws and regulations that are required for the mergers
to become effective other than those described above. Wells Fargo and Brenton
intend to seek any other approval and to take any other action that may be
required to effect the mergers. There can be no assurance that any required
approval or action can be obtained or taken prior to the special meetings.

The mergers cannot be completed unless all necessary regulatory approvals
are granted. In addition, Wells Fargo may elect not to complete the mergers if
any condition under which any regulatory approval is granted is unreasonably
burdensome to Wells Fargo. See "The Merger Agreement--Conditions to the Merger"
and "--Termination of the Merger Agreement."

Effect of Merger on Brenton's Employee Benefit Plans

Each person who, as of the effective date of the holding company merger, is
an employee of Brenton or a Brenton subsidiary (each, an "eligible employee")
will be eligible to participate in the employee welfare plans of Wells Fargo
specified in the merger agreement, subject to any eligibility requirements
applicable to such plans. Eligible employees will enter each of such plans not
later than the first day of the calendar quarter which

begins at least 32 days after completion of the holding company merger unless
that entry date would occur on or after October 1, 2000 and on or before
December 31, 2000, in which case the eligible employees would enter the plans
as of January 1, 2001.

Eligible employees will be eligible to participate in the Wells Fargo 401(k)
plan, subject to any eligibility requirements applicable to the plan. Eligible
employees will receive full credit for years of past service to Brenton or the
Brenton subsidiary (or their predecessors in interest), to the extent that such
service is currently given credit under Brenton's existing 401(k) plan, for the
purpose of satisfying any eligibility and vesting periods applicable to the
Wells Fargo 401(k) plan. Eligible employees will be eligible to participate in
the Wells Fargo cash balance plan, subject to any eligibility requirements
applicable to the plan. Eligible employees will receive full credit for years
of past service to Brenton or the Brenton subsidiary, to the extent credited
under Brenton's defined contribution plan, for the purpose of satisfying any
eligibility and vesting periods applicable to the cash balance plan but not
with respect to calculating compensation credits under the cash balance plan.
In addition, eligible employees will be eligible for access to Wells Fargo's
retiree medical benefits, subject to any eligibility requirements, and Wells
Fargo will recognize years of past service to Brenton or the Brenton subsidiary
for eligibility purposes.

U.S. Federal Income Tax Consequences Of The Mergers

The following is a summary of the anticipated material U.S. federal income
tax consequences of the holding company merger to Brenton shareholders who hold
Brenton common stock as a capital asset and of the bank merger to Brenton Bank
shareholders who hold Brenton Bank common stock as a capital asset. The summary
is based on the Internal Revenue Code of 1986, as amended, U.S. Treasury
Regulations, administrative rulings and court decisions, as in effect as of the
date of this document, all of which are subject to change at any time, possibly
with retroactive effect. This summary is not a complete description of all of
the tax consequences of the mergers. In particular, this summary may not
address U.S. federal income tax considerations applicable to you if you are
subject to special treatment under U.S. federal income tax law, including, for
example:

. holders who are neither citizens nor residents of the United States;

. financial institutions;

. securities dealers;

. securities traders who elect to apply a mark-to-market method of
accounting;

. insurance companies;

. tax-exempt entities;

. holders who acquired their shares of Brenton or Brenton Bank common
stock through exercise of an employee stock option or right, or
otherwise as compensation; and

. holders who hold Brenton or Brenton Bank common stock as part of a
hedge, straddle, conversion or constructive sale transaction.

Also, this document does not provide information about the tax consequences
of the mergers under applicable foreign, state or local laws or under any
federal laws other than those relating to U.S. federal income tax.

You are urged to consult your tax advisors about the particular consequences
to you of the holding company merger or the bank merger, as the case may be,
including the effects of U.S. federal, state or local, or foreign and other tax
laws.

In connection with the filing with the SEC of the registration statement
containing this document, the law firm of Sullivan & Cromwell has delivered to
Brenton an opinion addressing the material U.S. federal income

tax consequences of the holding company merger and the bank merger. This
opinion has been rendered on the basis of facts, representations and
assumptions set forth or referred to in the opinion. In rendering this opinion,
Sullivan & Cromwell relied upon representations contained in certificates of
officers of Wells Fargo and Brenton and the continued accuracy and completeness
of such representations that, if incorrect in certain material respects, would
jeopardize the conclusions reached by Sullivan & Cromwell in its opinion.
Neither Brenton nor Wells Fargo has requested nor will require an advance
ruling from the Internal Revenue Service with respect to the tax consequences
of the holding company merger or bank merger.

Holding Company Merger. In the opinion of Sullivan & Cromwell, based on the
facts, representations and assumptions described above, the holding company
merger will constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code. No gain or loss will be recognized by the holders of
Brenton common stock upon receipt of Wells Fargo common stock in the holding
company merger, except with respect to cash received instead of fractional
shares of Wells Fargo common stock. The aggregate tax basis of Wells Fargo
common stock received, including fractional shares deemed received and redeemed
as described below, by the shareholders of Brenton will equal such
shareholder's aggregate tax basis of the Brenton common stock exchanged
therefor. The holding period of shares of Wells Fargo common stock received in
the holding company merger, including fractional shares deemed received and
redeemed as described below, by the shareholders of Brenton will include the
period during which the shares of Brenton common stock were held.

Bank Merger. In the opinion of Sullivan & Cromwell, based on the facts,
representations and assumptions described above, the bank merger will
constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code. No gain or loss will be recognized by the holders of
Brenton Bank common stock upon receipt of Wells Fargo common stock in the bank
merger, except with respect to cash received instead of fractional shares of
Wells Fargo common stock. The aggregate tax basis of Wells Fargo common stock
received, including fractional shares deemed received and redeemed as described
below, by the shareholders of Brenton Bank will equal such shareholder's
aggregate tax basis of the Brenton Bank common stock exchanged therefor. The
holding period of shares of Wells Fargo common stock received in the bank
merger, including fractional shares deemed received and redeemed as described
below, by the shareholders of Brenton Bank will include the period during which
the shares of Brenton Bank common stock were held.

Fractional Interests; Withholding. If you receive cash instead of a
fractional share interest in Wells Fargo common stock, you will be treated as
having received that fractional share interest and then as having received cash
in redemption of the fractional share interest. In most cases, you should
recognize capital gain or loss for U.S. federal income tax purposes measured by
the difference between the amount of cash received and the portion of the tax
basis of the shares of Brenton common stock or Brenton Bank common stock, as
the case may be, allocable to the fractional share interest. This capital gain
or loss will be long-term capital gain or loss if the holding period for the
fractional share interest in Wells Fargo common stock (determined as described
above) is greater than one year at the effective time of the holding company or
bank merger, as the case may be.

Payments related to Brenton common stock and Brenton Bank common stock may
be subject to information reporting to the Internal Revenue Service and to a
31% backup withholding tax. Backup withholding will not apply, however, to a
payment to you, or another payee, if you or the payee completes and signs the
substitute Internal Revenue Service Form W-9 that will be included as part of
the transmittal letter, or otherwise proves to Wells Fargo and the exchange
agent that you or the payee is exempt from backup withholding.

Support Agreements

At the same time that the merger agreement was signed, five members of the
Brenton family, C. Robert Brenton, William H. Brenton, Junius C. Brenton, Jane
Eddy and Carolyn O'Brien entered into individual support agreements with Wells
Fargo. Under the agreements, each family member agreed, among other things:

. to vote in favor of the holding company merger all shares of Brenton
common stock owned by him or her, excluding shares that are held in a
fiduciary capacity for the benefit of others, at the record date for any
meeting of shareholders of Brenton called to consider and vote on the
holding company merger;

. to cooperate with Wells Fargo in connection with the holding company
merger;

. not to sell, transfer or dispose of his or her shares of Brenton common
stock except (a) pursuant to the holding company merger, (b) with Wells
Fargo's prior written consent or (c) by operation of law;

. not to solicit any inquiries or proposals or enter into or continue any
discussions, negotiations or agreements relating to a business
combination, merger or consolidation of Brenton, or the acquisition of
any Brenton or Brenton Bank stock, with any person other than Wells
Fargo; and

. not to vote in favor of any business combination, merger or
consolidation of Brenton with any person other than Wells Fargo.

At the record date for the special meeting of Brenton shareholders, these
five Brenton family members beneficially owned a total of 4,170,110 shares of
Brenton common stock, representing approximately 20% of the shares of Brenton
common stock entitled to vote at the special meeting.

At the same time that the merger agreement was signed, Brenton entered into
a support agreement concerning its shares of Brenton Bank common stock. Under
the agreement, Brenton has agreed to vote all shares of Brenton Bank common
stock owned by it in favor of the bank merger. At the record date for the
special meeting of Brenton Bank shareholders, Brenton owned a total of 331,961
shares of Brenton Bank common stock, representing approximately 96% of the
shares of Brenton Bank common stock entitled to vote at the special meeting of
Brenton Bank shareholders and enough to approve the bank merger without the
concurrence of any other Brenton Bank shareholder.

Resale of Wells Fargo Common Stock Issued in the Mergers

The Wells Fargo common stock issued in the mergers will be freely
transferable under the Securities Act of 1933, except for shares issued to
Brenton shareholders who are considered to be "affiliates" of Brenton or Wells
Fargo under Rule 145 under the Securities Act or of Wells Fargo under Rule 144
under the Securities Act and shares issued to Brenton Bank shareholders who
are considered to be affiliates of Brenton Bank or Wells Fargo under Rule 145
or of Wells Fargo under Rule 144. The definition of "affiliate" is complex and
depends on the specific facts, but generally includes directors, executive
officers, 10% shareholders and other persons with the power to direct the
management and policies of the company in question.

Affiliates of Brenton or Brenton Bank, as the case may be, may not sell the
shares of Wells Fargo common stock received in the holding company merger or
bank merger, as the case may be, except (a) pursuant to an effective
registration statement under the Securities Act, (b) in compliance with an
exemption from the registration requirements of the Securities Act or (c) in
compliance with Rule 144 and Rule 145 under the Securities Act. Generally,
those rules permit resales of stock received by affiliates so long as Wells
Fargo has complied with certain reporting requirements and the selling
shareholder complies with certain volume and manner of sale restrictions.

Brenton has agreed to use its best efforts to deliver to Wells Fargo signed
representations by each person who may reasonably be deemed to be an affiliate
of Brenton that the person will not sell, transfer or otherwise dispose of the
shares of Wells Fargo common stock to be received by the person in the merger
except in compliance with the applicable provisions of Rule 145 under the
Securities Act, in a transaction that is exempt from the registration
requirements of the Securities Act, or in an offering registered under the
Securities Act.

This document does not cover any resales of Wells Fargo common stock
received by affiliates of Brenton.

Stock Exchange Listing

The shares of Wells Fargo common stock to be issued in the mergers will be
listed on the New York Stock Exchange and the Chicago Stock Exchange. The
listing of the Wells Fargo common stock to be issued in the mergers is a
condition to Brenton's obligation to complete the merger.

Accounting Treatment

Wells Fargo will account for its acquisition of Brenton and Brenton Bank as
a purchase. Wells Fargo will record, at fair value, the acquired assets and
assumed liabilities of Brenton and Brenton Bank. To the extent the total
purchase price exceeds the fair value of the assets acquired and liabilities
assumed, Wells Fargo will record goodwill. Wells Fargo will include in its
results of operations the results of Brenton's operations after the merger.

THE MERGER AGREEMENT

The following is a summary of certain provisions of the merger agreement. A
copy of the merger agreement is attached to this proxy statement-prospectus as
Appendix A and is incorporated by reference into this proxy statement-
prospectus. This summary is qualified in its entirety by reference to the full
text of the merger agreement. Brenton and Brenton Bank shareholders are
encouraged to read the merger agreement carefully and in its entirety.
Parenthetical references are to the relevant paragraph or paragraphs of the
merger agreement.

Basic Plan of Reorganization

Holding Company Merger. The merger agreement provides that a wholly-owned
subsidiary of Wells Fargo will merge by statutory merger with and into Brenton,
with Brenton as the surviving corporation. In the holding company merger, each
share of Brenton common stock will be converted into the right to receive the
number of shares of Wells Fargo common stock determined by dividing
$255,694,000 by a measurement price for Wells Fargo common stock, then dividing
that result by the number of shares of Brenton common stock then outstanding.
The measurement price for Wells Fargo common stock will be the average of the
New York Stock Exchange-only closing prices of a share of Wells Fargo common
stock for each of the 15 consecutive trading days ending on the day immediately
preceding the special meeting at which Brenton shareholders will vote on the
merger agreement. (paragraph 1(a)(i))

Bank Merger. The merger agreement provides that a wholly-owned bank
subsidiary of Wells Fargo will merge by statutory merger with and into Brenton
Bank, with Brenton Bank as the surviving bank. In the bank merger, each share
of Brenton Bank common stock will be converted into the right to receive the
number of shares of Wells Fargo common stock determined by dividing $8,806,000
by the Wells Fargo measurement price described above, then dividing that result
by the number of shares of Brenton Bank common stock then outstanding and not
held by Brenton. (paragraph 1(a)(ii))

No adjustment will be made to the number of shares of Wells Fargo common
stock you will receive for your shares of Brenton common stock or Brenton Bank
common stock to reflect fluctuations in the price of Wells Fargo common stock
occurring after the special meetings.

Conversion of Stock Options. At the time of the holding company merger, each
option previously granted by Brenton under Brenton's 1996 Stock Option Plan
that is then outstanding and unexercised will be converted automatically into
an option to purchase Wells Fargo common stock in the following manner
(paragraphs 1(b)(i)-(ii)):

. the number of shares of Wells Fargo common stock that will be subject to
the new option will equal the number of shares of Brenton common stock
subject to the original option multiplied by the holding company
exchange ratio, with the result rounded down to the nearest whole share
of Wells Fargo common stock; and

. the exercise price per share of Wells Fargo common stock under the new
option will equal the exercise price per share of Brenton common stock
under the original option divided by the holding company exchange ratio,
with the result rounded to the nearest cent.

Adjustments for Changes in Capitalization. If before the mergers are
completed the outstanding shares of Wells Fargo are increased or decreased in
number or changed into or exchanged for a different number or kind of shares or
securities as a result of a reorganization, reclassification, recapitalization,
stock dividend, stock split or other similar change in capitalization, then an
appropriate and proportionate adjustment will be made to the holding company
exchange ratio and bank exchange ratio. (paragraph 1(c))

Cash Instead of Fractional Shares. If the aggregate number of shares of
Wells Fargo common stock you will receive in either the holding company merger
or the bank merger does not equal a whole number, you will

receive cash instead of the fractional share. The cash payment will be equal to
the product of the fractional part of the share of Wells Fargo common stock
multiplied by the average of the New York Stock Exchange-only closing prices of
a share of Wells Fargo common stock for each of the five consecutive trading
days ending on the day immediately preceding the special meeting of Brenton
shareholders at which the shareholders will vote on the merger agreement.
(paragraph 1(d))

Effective Dates and Times of the Mergers

Holding Company Merger. The holding company merger will become effective
on the day on which articles of merger are filed with and accepted by the
Iowa Secretary of State. The merger agreement provides that articles of
merger for the holding company merger will be filed within 10 business days
after the satisfaction or waiver of all conditions to the holding company
merger or on such other date as Wells Fargo and Brenton may agree. See
"Conditions To The Merger." The effective time of the merger will be 11:59
p.m., Des Moines, Iowa time, on the effective date of the merger.
(paragraph 1(e))

Bank Merger. The bank merger will become effective at 12:01 a.m., Des
Moines, Iowa time, on the first business day following the effective date
of the holding company merger. (paragraph 1(e))

Representations and Warranties

The merger agreement contains various representations and warranties by
Brenton, Brenton Bank and/or Wells Fargo concerning, among other things
(paragraphs 2 and 3):

. corporate organization, . compliance of the merger
standing and authority; agreement with, and the need
for consent or approval under,
applicable law and contracts
and organizational documents;

. subsidiaries;

. capitalization;

. governmental and third party
. corporate authority and action; consents and approvals;

. financial statements and . employee benefit plans;
filings with the SEC and other
governmental agencies;

. information provided for
inclusion in this document;

. properties and leases;

. absence of any obligation to
. filing of tax returns, payment register securities;
of taxes and absence of certain
tax proceedings;

. absence of brokerage or
finder's fees other than those
disclosed in the merger
agreement;

. absence of material changes in
business since December 31,
1999;

. proper administration of
. contracts and commitments; fiduciary accounts;

. absence of pending or . absence of default on material
threatened litigation; agreements; and

. insurance; . absence of certain
environmental liabilities.

. compliance with laws;

. labor matters;

Certain Covenants

The merger agreement has a number of covenants and agreements that govern
the actions of Brenton, Brenton Bank and Wells Fargo pending completion of the
holding company merger. Some of the covenants and agreements are summarized
below.

Conduct Of Business

Brenton and Brenton Bank

Except as otherwise permitted or required by the merger agreement,
or as otherwise agreed to in writing by Wells Fargo, Brenton and each
Brenton subsidiary, including Brenton Bank, will:

. maintain its corporate existence in good standing;

. maintain the general character of its business;

. conduct its business in the ordinary and usual manner;

. extend credit in accordance with existing lending policies and
provide Wells Fargo access to its loan files, except that it will
not, without the prior written consent of Wells Fargo, which
consent will be deemed waived under certain specified
circumstances:

. make any new loan or modify, restructure or renew any existing
loan (except pursuant to commitments made prior the merger
agreement) to any borrower if the amount of the resulting
loan, when aggregated with all other loans or extensions of
credit to such person (other than consumer-purpose loans and
loans which are less than $100,000), would exceed $1,500,000;
or

. make any extensions of credit exceeding in the aggregate
$750,000 to a person or entity that was not a borrower as of
the date of the merger agreement or that was not a borrower
within 12 months prior to the date of the merger agreement;

. maintain proper business and accounting records in accordance
with generally accepted principles;

. maintain its properties in good repair and condition, with the
exception of ordinary wear and tear;

. maintain in all material respects presently existing insurance
coverage;

. use its best efforts to preserve its business organization
intact, to keep the services of its present principal employees
and to preserve its good will and the good will of its suppliers,
customers and others having business relationships with it;

. use its best efforts to obtain any approvals or consents required
to maintain existing leases and other contracts in effect
following the merger;

. comply in all material respects with all laws, regulations,
ordinances, codes, orders, licenses and permits applicable to the
properties and operations of Brenton and each Brenton subsidiary
the non-compliance with which reasonably could be expected to
have a material adverse effect on Brenton and its subsidiaries
taken as a whole; and

. permit Wells Fargo and its representatives (including KPMG LLP)
to examine its and its subsidiaries' books, records and
properties and to interview officers, employees and agents at all
reasonable times when it is open for business (paragraph 4(a))

Except as otherwise permitted or required by the merger agreement,
or as otherwise agreed to in writing by Wells Fargo, until the
effective date of the holding company merger, Brenton and each Brenton
subsidiary, including Brenton Bank, will not:

. amend or otherwise change its articles of incorporation or
association or bylaws;

. issue or sell or authorize for issuance or sale, or grant any
options or make other agreements with respect to the issuance or
sale or conversion of, any shares of its capital stock, phantom
shares or other share equivalents, or any other of its securities
except as

required under certain existing employee benefits plans and
outstanding stock options issued under Brenton's 1996 Stock
Option Plan;

. authorize or incur any long-term debt (other than deposit
liabilities);

. mortgage, pledge or subject to a lien or other encumbrance any of
its properties, except in the ordinary course of business;

. enter into any material agreement, contract or commitment in
excess of $50,000 except banking transactions in the ordinary
course of business and in accordance with policies and procedures
in effect as of the date of the merger agreement;

. make any investments except investments made by bank subsidiaries
in the ordinary course of business of Treasury securities only
for terms of up to two years and in amounts of $1,000,000 or
less;

. amend or terminate any specified employee benefit plans except as
required by law or the terms of the merger agreement;

. make any contributions to any specified employee benefit plan
except as required by the terms of the plan in effect as of the
date of the merger agreement;

. declare, set aside, make or pay any dividend or other
distribution with respect to its capital stock except:

. Brenton may declare and pay dividends on Brenton common stock,
in accordance with applicable law and regulation and
consistent with past practice, out of the net earnings of
Brenton between the date of the merger agreement and the
effective date of the holding company merger, determined in
accordance with generally accepted accounting principles, in
an amount not to exceed an annualized rate of $0.35, provided
that shareholders of Brenton will be entitled to receive a
dividend, as determined by Brenton after consultation with
Wells Fargo, on Brenton common stock or Wells Fargo common
stock, but not both, in the calendar quarter in which the
holding company merger is completed; and

. any dividend declared by a Brenton subsidiary's board of
directors in accordance with applicable law and regulation;

. redeem, purchase or otherwise acquire any capital stock of
Brenton;

. increase the compensation of any officers, directors or executive
employees, except pursuant to existing compensation plans,
agreements and practices and except as permitted under the merger
agreement;

. sell or otherwise dispose of any shares of capital stock of any
Brenton subsidiary; or

. sell or otherwise dispose of any of its assets or properties
other than in the ordinary course of business. (paragraph 4(b))

Wells Fargo. Wells Fargo has agreed to conduct its business and to cause
its significant subsidiaries to conduct their respective businesses in
compliance with all material obligations and duties imposed by laws,
regulations, rules and ordinances or by judicial orders, judgments and decrees
applicable to them or to their businesses or properties.

Competing Transactions. Neither Brenton or any Brenton subsidiary nor any
director, officer, representative or agent of Brenton or any Brenton
subsidiary may, directly or indirectly, solicit, authorize the solicitation of
or, except to the extent that Brenton's board of directors concludes in good
faith, after taking into account the written advice of its outside counsel,
that to fail to do so could reasonably be determined to violate

its fiduciary obligations under applicable law, enter into any discussions with
any corporation, partnership, person or other entity or group (other than Wells
Fargo) concerning any offer or possible offer to:

. purchase its common stock, any security convertible into its common
stock, or any other equity security of Brenton or any of its
subsidiaries;

. make a tender or exchange offer for any shares of its common stock
or other equity security of Brenton or any of its subsidiaries;

. purchase, lease or otherwise acquire the assets of Brenton or any of
its subsidiaries except in the ordinary course of business; or

. merge, consolidate or otherwise combine with Brenton or any of its
subsidiaries.

Brenton and each of its subsidiaries, as applicable, has also agreed to
promptly inform Wells Fargo if any such entity or group makes an offer or
inquiry concerning any of the foregoing. (paragraph 4(h))

Stock Option Plan. Brenton is required to collect in cash and timely pay all
applicable withholding and payroll taxes with respect to any options, awards
and stock appreciation rights exercised under Brenton's 1996 Stock Option Plan.
(paragraph 4(o))

Section 16 Reporting Requirements. Brenton's board of directors is required
to take all appropriate actions to exempt from section 16(b) of the Securities
Exchange Act of 1934 (a) the conversion of Brenton common stock and Brenton
common stock options into shares of Wells Fargo common stock and options to
purchase Wells Fargo common stock, as the case may be, and (b) the acquisition
of Wells Fargo common stock or options to purchase Wells Fargo common stock, as
the case may be, by Brenton's officers and directors. (paragraph 4(p))

Other Covenants. The merger agreement contains various other covenants,
including covenants relating to the preparation and distribution of this
document, access to information, and the listing on the New York and Chicago
Stock Exchanges of the shares of Wells Fargo common stock to be issued in the
mergers. In addition, Brenton has agreed to

. establish, immediately prior to the holding company merger, such
additional accruals and reserves as are necessary to conform its
accounting and credit loss reserve practices and methods to those of
Wells Fargo and Wells Fargo's plans with respect to the conduct of
Brenton's business after the holding company merger; and

. use its best efforts to deliver to Wells Fargo prior to completion
of the holding company merger signed representations substantially
in the form attached as Exhibit B to the merger agreement from each
executive officer, director or shareholder of Brenton who may
reasonably be deemed an "affiliate" of Brenton within the meaning of
such term as used in Rule 145 of the Securities Act. (paragraphs
4(k) and 4(l) and Exhibit B) See "The Merger--Resale of Wells Fargo
Common Stock Issued in the Merger."

Wells Fargo has agreed to indemnify any present or former director or
officer of Brenton or any of its subsidiaries to the same extent that Brenton
is obligated to indemnify that person under the articles of incorporation or
bylaws of Brenton or governing documents of the relevant subsidiary. Wells
Fargo will indemnify for claims arising from (a) facts or events that occurred
before the time of the holding company merger or (b) the merger agreement and
any of the transactions contemplated by the merger agreement. In the event of a
liquidation or sale of substantially all assets of Brenton, Wells Fargo agrees
to guarantee the indemnification obligations of Brenton and its subsidiaries to
the extent of the net asset value of Brenton or any of its subsidiaries at the
time of the holding company merger. Wells Fargo has the right to assume the
defense of any claim made against a present or former director or officer of
Brenton or any of its subsidiaries if such claim could trigger its
indemnification obligations.

Wells Fargo has also agreed to use its best efforts to maintain the current
directors' and officers' liability insurance maintained by Brenton (or to
substitute policies with substantially equivalent coverage and terms) for a
period of six years after the merger, but is not obligated to pay more than
150% of the current annual premiums paid for such insurance.

Conditions to the Merger

Under the merger agreement, various conditions are required to be met before
Wells Fargo or Brenton is obligated to complete the holding company merger.
These conditions are customary and include such items as:

. the continued accuracy of the other party's representations and
warranties;

. the performance by the other party of its obligations under the merger
agreement;

. the receipt of shareholder and regulatory approval, and expiration of
all applicable waiting and appeal periods;

. the absence of any order restraining or enjoining the holding company
merger; and

. subject to certain exceptions, the absence of any changes that have had
or might be reasonably expected to have a material adverse effect on the
other party.

Various additional conditions must be met before Brenton is obligated to
complete the holding company merger, including:

. the listing on the New York and Chicago Stock Exchanges of the Wells
Fargo common stock to be delivered to Brenton and Brenton Bank
shareholders;

. the receipt by Wells Fargo of all securities law or blue sky
authorizations necessary to complete the mergers; and

. the receipt by Brenton of a favorable tax opinion.

Also, various additional conditions must be met before Wells Fargo is
obligated to complete the mergers, including:

. the receipt by Brenton and each Brenton subsidiary of all material
consents or waivers from third parties to loan agreements, leases or
other contracts required to complete the mergers; and

. the total number of shares of Brenton common stock outstanding and
subject to issuance upon exercise, assuming for this purpose that
phantom shares and other share-equivalents constitute Brenton common
stock, of all warrants, options, conversion rights, phantom shares or
other share-equivalents shall not exceed 23,000,000;

Some of the conditions to the merger are subject to exceptions and/or a
"materiality" standard. Certain conditions to the merger may be waived by the
party seeking to assert the condition. (paragraphs 6 and 7)

Termination of the Merger Agreement and Termination Fee

Termination by Mutual Agreement. Wells Fargo and Brenton can mutually agree
to terminate the merger agreement at any time before completion of the holding
company merger. (paragraph 9(a)(i))

Termination by Either Wells Fargo or Brenton. Also, either Wells Fargo or
Brenton can terminate the merger agreement without the agreement of the other
if any of the following occurs:

. The holding company merger has not been completed by March 31, 2001,
unless the failure to complete the holding company merger is due to the
failure of the party seeking to terminate to

perform or observe in all material respects the covenants and agreements
to be observed or performed by the party (paragraph 9(a)(ii)); or

. A court or governmental authority of competent jurisdiction has issued a
final order restraining, enjoining or otherwise prohibiting the
transactions contemplated by the merger agreement. (paragraph 9(a)(iii))

Either Wells Fargo or Brenton also may terminate the merger agreement if
the board of directors of Brenton in good faith determines that a "takeover
proposal" (defined below) constitutes a "superior proposal" (defined below),
provided that Brenton may not terminate the merger agreement in such event
unless Brenton has not breached its non-solicitation covenant in the merger
agreement and Brenton pays a termination fee of $8,000,000 to Wells Fargo.
(paragraphs 9(a)(iv), 9(a)(v) and 9(c)) For purposes of this provision:

. takeover proposal means a bona fide proposal or offer by a person to
make a tender or exchange offer, or to engage in a merger, consolidation
or other business combination involving Brenton or to acquire in any
manner a substantial equity interest in, or all or substantially all of
the assets of, Brenton. (paragraph 9(a)(iv))

. superior proposal means a bona fide proposal or offer made by a person
to acquire Brenton pursuant to a tender or exchange offer, a merger,
consolidation or other business combination or an acquisition of all or
substantially all of the assets of, Brenton and its subsidiaries on
terms which Brenton's board of directors determines in good faith, after
taking into account the advice of counsel, to be more favorable to
Brenton and its shareholders than the transactions contemplated by the
merger agreement. (paragraph 9(a)(iv))

Termination by Wells Fargo. Wells Fargo may terminate the merger agreement
if (a) Brenton's board of directors fails to recommend approval of the merger
agreement or withdraws or modifies in a manner materially adverse to Wells
Fargo its approval or recommendation of approval of the merger agreement; (b)
after an agreement to engage in or the occurrence of an "acquisition event"
(defined below) or after a third party shall have made a proposal to Brenton
or its shareholders to engage in an acquisition event, the merger agreement is
not approved by Brenton shareholders at the special meeting; or (c) a meeting
of Brenton shareholders to approve the merger agreement is not held prior to
March 15, 2001 and Brenton has failed to comply with its obligations to call
and caused to be held such meeting as provided in the merger agreement.
(paragraph 9(a)(v))

For purposes of this provision, an acquisition event means any of the
following: (a) a merger, consolidation or similar transaction involving
Brenton or Brenton Bank or any successor to Brenton or Brenton Bank, (b) a
purchase, lease or other acquisition in one or a series of related
transactions of assets of Brenton or any of its subsidiaries representing 25%
or more of the consolidated assets of Brenton and its subsidiaries or (c) a
purchase or other acquisition (including by way of merger, consolidation,
share exchange or any similar transaction) in one or a series of related
transactions of beneficial ownership of securities representing 25% or more of
the voting power of Brenton or Brenton Bank in each case with or by a person
or entity other than Wells Fargo or an affiliate of Wells Fargo. (paragraph
9(a)(v))

If Wells Fargo terminates the merger agreement under this provision,
Brenton is required to pay Wells Fargo a termination fee of $8,000,000 if
prior to such termination or within 12 months after such termination (a)
Brenton or Brenton Bank or any successor to Brenton or Brenton Bank enters
into an agreement to engage in an acquisition event or an acquisition event
occurs, or (b) Brenton's board of directors authorizes or approves an
acquisition event or publicly announces an intention to authorize or approve
or recommends that Brenton shareholders approve or accept any acquisition
event. (paragraph 9(c))

Effect of Termination

Generally, if either party terminates the merger agreement, it becomes void
without any liability to either party other than for willful and material
breaches of representations or warranties, or willful and material

failure in performance of covenants, agreements, duties or obligations arising
under the merger agreement. If the merger agreement is terminated, Wells Fargo
must reimburse Brenton for certain costs relating to environmental assessments,
asbestos surveys, title commitments and boundary surveys. The provisions of the
merger agreement governing confidential information and expenses incurred in
connection with the merger continue in effect after termination of the merger
agreement. (paragraphs 4(g), 5(h), 9(b) and 9(d))

Waiver and Amendment

Either Wells Fargo or Brenton may waive any inaccuracies in the
representations and warranties of the other party or compliance by the other
party with any of the covenants or conditions contained in the merger
agreement. (paragraph 16)

Wells Fargo, Brenton and Brenton Bank can amend the merger agreement at any
time before the mergers are completed; however, the merger agreement prohibits
them from amending the merger agreement after Brenton shareholders or Brenton
Bank shareholders, as the case may be, approve the merger if the amendment
would change in a manner adverse to the shareholders the consideration to be
received by them under the merger agreement. (paragraph 17)

Expenses

Wells Fargo and Brenton will each pay their own expenses and the expenses of
their subsidiaries in connection with the mergers, including fees and expenses
of their respective independent auditors and counsel. (paragraph 10)

INFORMATION ABOUT WELLS FARGO

General

Wells Fargo is a diversified financial services company. Through its
subsidiaries and affiliates, Wells Fargo provides retail, commercial, real
estate and mortgage banking, asset management and consumer finance, as well as
a variety of other financial services, including equipment leasing,
agricultural finance, securities brokerage and investment banking, insurance
agency services, computer and data processing services, trust services,
mortgage-backed securities servicing, and venture capital investment.

At June 30, 2000, Wells Fargo had consolidated total assets of $234.2
billion, consolidated total deposits of $146.4 billion and stockholders' equity
of $23.1 billion. Based on assets at June 30, 2000, Wells Fargo was the seventh
largest commercial banking organization in the United States.

Wells Fargo expands its business in part by acquiring banking institutions
and other companies engaged in activities closely related to banking. Wells
Fargo continues to explore opportunities to acquire banking institutions and
other companies permitted by the Bank Holding Company Act of 1956. Discussions
are continually being carried on related to such acquisitions. It is not
presently known whether, or on what terms, such discussions will result in
further acquisitions. It is the policy of Wells Fargo not to comment on such
discussions or possible acquisitions until a definitive agreement with respect
thereto has been signed.

Wells Fargo is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. As a result, the right of Wells Fargo--and thus the
right of Wells Fargo's creditors--to participate in any distribution of assets
or earnings of any subsidiary, other than in its capacity as a creditor of such
subsidiary, is subject to the prior payment of claims of creditors of such
subsidiary. The principal sources of Wells Fargo's revenues are dividends and
fees from its subsidiaries. See "Regulation And Supervision Of Wells Fargo--
Dividend Restrictions" for a discussion of the restrictions on the subsidiary
banks' ability to pay dividends to Wells Fargo.

Wells Fargo's executive offices are located at 420 Montgomery Street, San
Francisco, California 94163, and its telephone number is (800) 411-4932.

Management and Additional Information

Information concerning executive compensation, the principal holders of
voting securities, certain relationships and related transactions, and other
related matters concerning Wells Fargo is included or incorporated by reference
in its annual report on Form 10-K for the year ended December 31, 1999. Wells
Fargo's annual report on Form 10-K is incorporated by reference into this proxy
statement-prospectus. Brenton shareholders who want a copy of this annual
report or any document incorporated by reference into the report may contact
Wells Fargo at the address or phone number indicated below under "Where You Can
Find More Information."

Information on Wells Fargo's Web Site

Information on the Internet web site of Wells Fargo or any subsidiary of
Wells Fargo is not part of this proxy statement-prospectus, and you should not
rely on that information in deciding whether to approve the merger unless that
information is also in this document or in a document that is incorporated by
reference into this proxy statement-prospectus.

Competition

The financial services industry is highly competitive. Wells Fargo'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 non-banking institutions such as securities firms
and insurance companies, as well as from financial services subsidiaries of
commercial and manufacturing companies. Many of these competitors enjoy the
benefits of advanced technology, fewer regulatory constraints and lower cost
structures.

Securities firms and insurance companies that elect to become financial
holding companies may acquire banks and other financial institutions. This may
significantly change the competitive environment in which Wells Fargo and its
subsidiaries conduct business. See "Financial Modernization" below. 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.

FIRST SECURITY MERGER

The following information describes the pending merger transaction between
Wells Fargo & Company and First Security Corporation. Wells Fargo will acquire
First Security as a result of the transaction. The description is not complete
and is qualified in its entirety by reference to the more detailed information
contained in Wells Fargo's Current Report on Form 8-K, dated as of April 9,
2000 and filed on April 12, 2000, and to the First Security merger agreement
and option agreement filed as exhibits to Wells Fargo's Schedule 13D, dated and
filed as of April 19, 2000. The Form 8-K and the First Security merger
agreement and option agreement are incorporated herein by reference.

The First Security Merger Transaction

On April 9, 2000, Wells Fargo and First Security entered into a merger
agreement that provides for the merger of a wholly-owned subsidiary of Wells
Fargo into First Security, with First Security surviving as a wholly-owned
subsidiary of Wells Fargo. If the First Security merger is completed, each
outstanding share of First Security common stock will be converted into 0.355
of a share of Wells Fargo common stock. Wells Fargo expects to issue
approximately 71.6 million shares of its common stock in the First Security
merger, representing approximately 4.4% of Wells Fargo common stock outstanding
as of June 30, 2000. First Security has granted Wells Fargo an option
exercisable, in whole or in part, upon the occurrence of specified conditions,
to purchase up to 19.9% of the outstanding shares of First Security common
stock.

The First Security merger is subject to a number of conditions, including
approvals by First Security stockholders and regulatory agencies. No vote of
Wells Fargo stockholders is required to complete the First Security merger.
Wells Fargo expects to complete the First Security merger in the fourth quarter
of 2000 and to account for the transaction as a "pooling of interests."
Following completion of the First Security transaction, Wells Fargo's financial
statements will be combined with those of First Security as if the transaction
had been in effect for all periods presented. Wells Fargo cannot guarantee when
or if the merger with First Security will be completed.

About First Security Corporation

First Security is the nation's oldest multistate bank holding company and is
the parent corporation for First Security Bank, N.A. and several other banking
subsidiaries and subsidiaries that engage in banking-related services. First
Security is headquartered in Salt Lake City, Utah. Through its subsidiaries,
First Security operated over 300 banking stores in the states of California,
Idaho, Nevada, New Mexico, Oregon, Utah and Wyoming as of June 30, 2000. At
that date, First Security had assets of $22.5 billion, deposits of $13.2
billion and stockholders' equity of $1.7 billion. Spencer F. Eccles, chairman
and chief executive officer of First Security, is expected to be elected as a
director of Wells Fargo upon completion of the First Security merger.

You may find more information about First Security from its reports filed
with the SEC under SEC file number 001-06906.

REGULATION AND SUPERVISION OF WELLS FARGO

To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to the full
text of those provisions. Also, 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 Wells Fargo could have a material effect on the business
of Wells Fargo.

Introduction

Wells Fargo, its banking subsidiaries and many of its nonbanking
subsidiaries are subject to extensive regulation by federal and state agencies.
The regulation of bank holding companies and their subsidiaries is intended
primarily for the protection of depositors, federal deposit insurance funds and
the banking system as a whole and not for the protection of security holders.

As discussed in more detail below, this regulatory environment, among other
things, may restrict Wells Fargo's ability to diversify into certain areas of
financial services, acquire depository institutions in certain states and pay
dividends on its capital stock. It may also require Wells Fargo to provide
financial support to one or more of its banking subsidiaries, maintain capital
balances in excess of those desired by management and pay higher deposit
insurance premiums as a result of the deterioration in the financial condition
of depository institutions in general.

Additional information about the regulation and supervision of Wells Fargo
is contained in Wells Fargo's annual and quarterly reports filed with the SEC.
See "Where You Can Find More Information."

Regulatory Agencies

Bank Holding Company. Wells Fargo & Company, as a bank holding company, is
subject to regulation under the Bank Holding Company Act of 1956 (the Bank
Holding Company Act) and to inspection, examination and supervision by the
Board of Governors of the Federal Reserve System (Federal Reserve Board) under
the Bank Holding Company Act. As of March 13, 2000, Wells Fargo became a
financial holding company under the Bank Holding Company Act.

Subsidiary Banks. Wells Fargo's national banking subsidiaries are subject to
regulation and examination primarily by the Office of the Comptroller of the
Currency (OCC) and secondarily by the Federal Reserve Board and the Federal
Deposit Insurance Corporation (FDIC). Wells Fargo's state-chartered banking
subsidiaries are subject to primary federal regulation and examination by the
FDIC or the Federal Reserve Board and, in addition, are regulated and examined
by banking departments of the states where they are chartered.

Nonbank Subsidiaries. Many of Wells Fargo's nonbank subsidiaries also are
subject to regulation by the Federal Reserve Board and other applicable federal
and state agencies. Wells Fargo's brokerage subsidiaries are regulated by the
SEC, the National Association of Securities Dealers, Inc. and state securities
regulators. Wells Fargo's insurance subsidiaries are subject to regulation by
applicable state insurance regulatory agencies. Other nonbank subsidiaries of
Wells Fargo are subject to the laws and regulations of both the federal
government and the various states in which they conduct business.

Bank Holding Company Activities

"Financial in Nature" Requirement. As a bank holding company that has
elected also to become a financial holding company pursuant to the Bank Holding
Company Act, Wells Fargo may affiliate with securities firms and insurance
companies and engage in other activities that are financial in nature or are
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 Federal Reserve Board determines from time to time to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. 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 Federal Reserve Board to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.

No Federal Reserve Board approval is required for Wells Fargo 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 Federal Reserve Board. Prior
Federal Reserve Board approval is required before Wells Fargo 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 Wells Fargo ceases to be "well capitalized" or
"well managed" under applicable regulatory standards, the Federal Reserve Board
may, among other actions, order Wells Fargo to divest the subsidiary bank.
Alternatively, Wells Fargo 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 Wells Fargo receives a rating under the
Community Reinvestment Act of 1977 of less than satisfactory, Wells Fargo will
be prohibited from engaging in new activities or acquiring companies other than
bank holding companies, banks or savings associations.

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. States were permitted for a period of
time to opt out of the interstate merger authority provided by the Riegle-Neal
Act and, by doing so, prohibit interstate mergers in the state. Wells Fargo
will be unable to consolidate its banking operations in one state with those of
another state if either state in question has opted out of the Riegle-Neal Act.
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 banking regulators will consider, among other factors, the
effect of the acquisition on competition, the 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.

Dividend Restrictions

Wells Fargo & Company 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 debt service on its debt is
dividends from its subsidiaries. Various federal and state statutory provisions
and regulations limit the amount of dividends that Wells Fargo's bank
subsidiaries may pay without regulatory approval. Dividends payable by a
national bank are limited to the lesser of the bank's undivided profits and the
bank's retained net income for the current year plus its retained net income
for the preceding two years (less any required transfers to capital surplus) up
to the date of any dividend declaration in the current calendar year. Wells
Fargo's state-chartered subsidiary banks also are subject to state regulations
that limit dividends.

Before Wells Fargo Bank, National Association can declare dividends in 2000
without the prior approval of the OCC, it must have net income of approximately
$500 million plus an amount equal to or greater than the dividends declared in
2000. Because it is not expected to meet this requirement, Wells Fargo Bank,
National Association will likely be required to obtain the prior approval of
the OCC before it declares any dividends in 2000.

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

Holding Company Structure

Transfer of Funds from Banking Subsidiaries. Wells Fargo's banking
subsidiaries are subject to restrictions under federal law that limit the
transfer of funds or other items of value from these subsidiaries to Wells
Fargo and its nonbanking subsidiaries, including affiliates, whether in the
form of loans and other extensions of credit, investments and asset purchases,
or as other transactions involving the transfer of value from a subsidiary to
an affiliate or for the benefit of an affiliate. Unless an exemption applies,
these transactions by a banking subsidiary 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. Moreover, 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 Doctrine. Under current Federal Reserve Board policy,
Wells Fargo 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 could be required
at times when Wells Fargo might not have the resources to provide it. In
addition, the OCC may order the pro rata assessment of Wells Fargo if the
capital of one of its national bank subsidiaries were to become impaired. If
Wells Fargo failed to pay the assessment within three months, the OCC could
order the sale of its stock in the national bank subsidiary to cover the
deficiency.

Capital loans from Wells Fargo to any of its subsidiary banks are
subordinate in right of payment to deposits and certain other indebtedness of
the subsidiary bank. In the event of Wells Fargo's bankruptcy, any commitment
by Wells Fargo to a federal bank regulatory agency to maintain 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 Wells Fargo, with respect to any extensions of credit they have made
to such insured depository institution.

Liability of Commonly Controlled Institutions. All of Wells Fargo'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, or for any assistance provided by the FDIC to an
FDIC-insured depository institution controlled by the same bank holding company
that is in danger of default. "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

General. Wells Fargo is subject to risk-based capital requirements and
guidelines imposed by the Federal Reserve Board. These are substantially
similar to the capital requirements and guidelines imposed by the OCC and the
FDIC on the depository institutions under their jurisdictions. For this
purpose, a depository institution's or holding company's assets, and some of
its specified off-balance sheet commitments and obligations, are assigned to
various risk categories. A depository institution's or holding company's
capital, in turn, is classified in one of three tiers, depending on type:

Core ("Tier 1") Supplementary ("Tier 2") Market Risk ("Tier 3")
Capital Capital Capital
--------------- ------------------------ ----------------------

. common equity among other items: . qualifying unsecured
subordinated debt
. retained earnings . perpetual preferred stock
not meeting the Tier 1
definition
. qualifying . qualifying mandatory
noncumulative convertible securities
perpetual
preferred stock
. a limited amount . qualifying subordinated debt
of qualifying
cumulative
perpetual stock
at the holding
company level
. minority . allowances for loan ands
interests in lease losses, subject to
equity accounts limitations
of consolidated
subsidiaries
. less goodwill,
most intangible
assets and
certain other
assets

Wells Fargo, like other bank holding companies, currently is required to
maintain Tier 1 capital and "total capital" (the sum of Tier 1, Tier 2 and Tier
3 capital) equal to at least 4% and 8%, respectively, of its total risk-
weighted assets (including various off-balance-sheet items, such as standby
letters of credit). For a holding company to be considered "well capitalized"
for regulatory purposes, its Tier 1 and total capital ratios must be 6% and 10%
on a risk-adjusted basis, respectively. At June 30, 2000, Wells Fargo met both
requirements, with Tier 1 and total capital equal to 7.0% and 10.9% of its
respective total risk-weighted assets.

Federal Reserve Board, FDIC and OCC rules require Wells Fargo to incorporate
market and interest rate risk components into its risk-based capital standards.
Under these market risk requirements, capital is allocated to support the
amount of market risk related to a financial institution's ongoing trading
activities.

The Federal Reserve Board also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3% if the
holding company has the highest regulatory rating and meets other requirements,
or of 3% plus an additional "cushion" of at least 100 to 200 basis points (one
to two percentage points) if the holding company does not meet these
requirements. Wells Fargo's leverage ratio at June 30, 2000 was 6.3%.

The Federal Reserve Board may set capital requirements higher than the
minimums described above for holding companies whose circumstances warrant it.
For example, holding companies experiencing or anticipating significant growth
may be expected to maintain capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets. The
Federal Reserve Board has also indicated that it will consider a "tangible Tier
1 capital leverage ratio" (deducting all intangibles) and other indications of
capital strength in evaluating proposals for expansion or new activities.

Wells Fargo's banking subsidiaries are subject to similar risk-based and
leverage capital requirements adopted by its applicable federal banking agency.
Wells Fargo's management believes that each of Wells Fargo's subsidiary banks
meet all capital requirements to which they are subject.

Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to restrictions on its business, which are described under "--Federal
Deposit Insurance Corporation Improvement Act of 1991."

Federal Deposit Insurance Corporation Improvement Act of 1991. The Federal
Deposit Insurance Corporation Improvement Act of 1991 (the FDICIA), among other
things, identifies five capital categories for insured depository institutions:
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. It requires U.S. federal bank
regulatory agencies to implement systems for "prompt corrective action" for
insured depository institutions that do not meet minimum capital requirements
based on these categories. The FDICIA imposes progressively more restrictive
constraints on operations, management and capital distributions, depending on
the category in which an institution is classified. Unless a bank or thrift is
well capitalized, it is subject to restrictions on its ability to offer
brokered deposits and on other aspects of its operations. The FDICIA generally
prohibits a bank from paying any dividend or making any capital distribution or
paying any management fee to its holding company if the bank would thereafter
be undercapitalized. An undercapitalized bank or thrift must develop a capital
restoration plan, and its parent holding company must guarantee the bank's or
thrift's compliance with the plan up to the lesser of 5% of the bank's or
thrift's assets at the time it became undercapitalized and the amount needed to
comply with the plan.

As of June 30, 2000, Wells Fargo believes that each of its significant bank
subsidiaries was well capitalized, based on the prompt corrective action ratios
and guidelines described above. A bank's capital category is determined solely
for the purpose of applying the OCC's (or the FDIC's) prompt corrective action
regulations, and the capital category may not constitute an accurate
representation of the bank's overall financial condition or prospects for other
purposes.

Deposit Insurance Assessments

Through the Bank Insurance Fund (BIF), the FDIC insures the deposits of
Wells Fargo'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 FDIC may increase or decrease the assessment rate
schedule on a semi-annual basis. An increase in the BIF assessment rate could
have a material adverse effect on Wells Fargo'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 rule,
regulation, order or condition enacted or imposed by the institution's
regulatory agency. The termination of deposit insurance for one or more of
Wells Fargo's subsidiary depository institutions could have a material adverse
effect on Wells Fargo'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. The FDIC established the FICO assessment rates effective for the
third quarter of 2000 at approximately $.021 per $100 annually for BIF-
assessable deposits. The FICO assessments are adjusted quarterly to reflect
changes in the assessment bases of the FDIC's insurance funds and do not vary
depending on a depository institution's capitalization or supervisory
evaluations.

FDIC-insured depository institutions pay an assessment rate equal to the
rate assessed on deposits insured by the Savings Association Insurance Fund.

Fiscal And Monetary Policies

Wells Fargo's business and earnings are affected significantly by the fiscal
and monetary policies of the federal government and its agencies. Wells Fargo
is particularly affected by the policies of the Federal Reserve Board, which
regulates the supply of money and credit in the United States. Among the
instruments of monetary policy available to the Federal Reserve 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
borrowing by banks and their affiliates. These methods are used in varying
degrees and combinations to affect directly the availability of bank loans and
deposits, as well as the interest rates charged on loans and paid on deposits.
For that reason alone, the policies of the Federal Reserve Board have a
material effect on the earnings of Wells Fargo.

Privacy Provisions of Gramm-Leach-Bliley Act

Under the Gramm-Leach-Bliley Act ("GLB Act"), federal banking regulators are
required to adopt rules that will limit the ability of banks and other
financial institutions to disclose non-public information about consumers to
nonaffiliated third parties. These limitations will require disclosure of
privacy policies to consumers and, in some circumstances, will allow consumers
to prevent disclosure of certain personal information to a nonaffiliated third
party. Federal banking regulators issued final rules on May 10, 2000. The rules
are effective November 13, 2000, but compliance is optional until July 1, 2001.
The privacy provisions of the GLB Act will affect how consumer information is
transmitted through diversified financial companies and conveyed to outside
vendors. It is not possible at this time to assess the impact of the privacy
provisions on Wells Fargo's financial condition or results of operations.

Future Legislation

Various legislation, including proposals to change substantially the
financial institution regulatory system and to expand or contract the powers of
banking institutions and bank holding companies, is from time to time
introduced in Congress. This legislation may change banking statutes and the
operating environment of Wells Fargo and its subsidiaries in substantial and
unpredictable ways. If enacted, such 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. Wells Fargo 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 financial condition or results
of operations of Wells Fargo or any of its subsidiaries.

INFORMATION ABOUT BRENTON AND BRENTON BANK

General

Brenton is a bank holding company registered under the Bank Holding Company
Act of 1956 and a savings and loan holding company under the Savings and Loan
Holding Company Act. Brenton was organized as an Iowa corporation under the
name Brenton Companies in 1948. Subsequently, Brenton changed its corporate
name to its current name, Brenton Banks, Inc. On December 31, 1999, Brenton had
direct control of its commercial bank and savings bank (hereinafter the
"affiliated banks"), both located in Iowa. The commercial bank is a state bank
incorporated under the laws of the State of Iowa and the savings bank is a
federal savings bank organized under the laws of the United States. Both of the
affiliated banks are insured by the Federal Deposit Insurance Corporation.

Brenton Banks, Inc. and its subsidiaries engage in retail, commercial,
business and agricultural banking and related financial services from locations
throughout Iowa. In connection with this banking industry segment, the Company
provides the usual products and services of banking such as deposits,
commercial loans, business loans, agri-business loans, personal loans, cash
management services, international banking services, investment management and
trust services.

The principal services provided by Brenton are accepting deposits and making
loans. The significant loan categories are commercial, business, commercial
real estate, agri-business and personal. Commercial and business loans are made
to business enterprises principally to finance inventory, operations or other
assets at terms generally up to five years. Commercial real estate mortgage
loans are routinely made for terms up to 20 years for real property used in a
borrower's business. Agri-business loans are made to farmers for financing crop
inputs, equipment, livestock and real property used in farming activities.
Agri-business loans are also made to businesses related to or that support the
production and sale of agricultural products. Personal loans are made to
individuals primarily on a secured basis to finance such items as residential
mortgages, home improvements, personal property, education and vehicles.
Unsecured personal loans are made on a limited basis. Personal loans generally
do not exceed five years.

The principal markets for these loans are businesses and individuals in
Iowa. Iowa has two primary regional market segments. One market consists of
selected metropolitan areas across the state, which includes service and
manufacturing industries. The other market involves rural areas, which are
predominately agricultural in nature. These loans are made by the affiliated
banks, and some are sold on the secondary market. Brenton also engages in
activities that are closely related to banking, including mortgage banking,
investment, insurance and real estate brokerage.

Brenton's executive offices are located at Suite 200, Capital Square, 400
Locust Street, Des Moines, Iowa 50309, and its telephone number is (515) 237-
5100.

Management and Additional Information

Information on Brenton's Web Site

Information on the Internet web site of Brenton or any subsidiary of Brenton
is not part of this document, and you should not rely on that information in
deciding whether to approve the merger unless that information is also in this
document or in a document that is incorporated by reference into this proxy
statement-prospectus.

Competition

The banking business in Iowa is highly competitive and the affiliated banks
compete not only with banks and thrifts, but with sales, finance and personal
loan companies; credit unions; Internet banks; and other financial services
companies that are active in the areas in which the affiliated banks operate.
In addition, the affiliated banks compete for customer funds with other
investment alternatives available through investment banking companies,
insurance companies, finance companies and other institutions.

The multi-bank holding companies, which own banks in Iowa, are in direct
competition with one another. Brenton is the largest multi-bank holding company
domiciled in Iowa. There are six other multi-bank holding companies that
operate banks in Iowa, but are domiciled in other states. Some of the
subsidiary banks of these multi-bank holding companies may compete with certain
of Brenton's affiliated banks.

Brenton has expanded the mortgage banking business in the past few years by
increasing the number of mortgage loan originators and by expanding the number
of locations where mortgage banking services are offered.

Brenton has also expanded the investment brokerage business in the last
several years, placing brokers in many Brenton Bank locations as well as in
individual brokerage offices. The Brenton brokers compete with brokers from
regional and national investment brokerage firms as well as Internet trading
services.

WELLS FARGO CAPITAL STOCK

As a result of the merger, you will become a Wells Fargo stockholder. Your
rights as a Wells Fargo stockholder will be governed by Delaware law, Wells
Fargo's restated certificate of incorporation and Wells Fargo's bylaws. This
description of Wells Fargo's capital stock, including the Wells Fargo common
stock to be issued in the merger, reflects the anticipated state of affairs at
the effective time of the merger.

The following summarizes the material terms of Wells Fargo's capital stock
but does not purport to be complete, and is qualified in its entirety by
reference to the applicable provisions of federal law governing bank holding
companies, Delaware law and Wells Fargo's restated certificate of incorporation
and bylaws and the rights agreement, dated as of October 21, 1998, between
Wells Fargo and ChaseMellon Shareholder Services, L.L.C., as rights agent,
relating to rights to purchase shares of Wells Fargo Series C Junior
Participating Preferred Stock.

A copy of Wells Fargo's restated certificate of incorporation in effect as
of the date of this document is attached as an exhibit to Wells Fargo's current
report on Form 8-K dated June 28, 1993, and amendments to its certificate of
incorporation are attached as exhibits to its current report on Form 8-K dated
July 3, 1995 and quarterly report on Form 10-Q for the quarter ended September
30, 1998. A copy of Wells Fargo's bylaws in effect as of the date of this
document is attached as an exhibit to Wells Fargo's annual report on Form 10-K
for the year ended December 31, 1999. A copy of the rights agreement is
attached as an exhibit to Wells Fargo's registration statement on Form 8-A
dated as of October 21, 1998. Wells Fargo's restated certificate of
incorporation and bylaws and the rights agreement are incorporated by reference
into this document.

Wells Fargo Common Stock

Wells Fargo is authorized to issue 4,000,000,000 shares of common stock, par
value $1-2/3 per share. At June 30, 2000, there were 1,619,141,306 shares of
Wells Fargo common stock outstanding. All of the issued and outstanding shares
of Wells Fargo common stock are, and upon the issuance of Wells Fargo common
stock in connection with the merger will be, validly issued, fully paid and
nonassessable. Holders of Wells Fargo common stock are not entitled to any
preemptive rights.

Voting and Other Rights. The holders of Wells Fargo common stock are
entitled to one vote per share, and, in general, a plurality of votes cast with
respect to a matter will be sufficient to authorize action upon routine
matters. However:

. Wells Fargo's restated certificate of incorporation may be amended only
if the proposed amendment is approved by Wells Fargo's board of
directors and thereafter approved by a majority of the outstanding stock
entitled to vote on the amendment and by a majority of the outstanding
stock of each class entitled to vote on the amendment as a class.

. Wells Fargo's stockholders may amend its bylaws by the affirmative vote
of a majority of the outstanding stock entitled to vote thereon.

. With some exceptions, under Delaware law the affirmative vote of a
majority of the outstanding shares of Wells Fargo common stock entitled
to vote is required to approve a merger or consolidation involving Wells
Fargo or the sale, lease or exchange of all or substantially all of
Wells Fargo's corporate assets. See "Comparison of Stockholder Rights--
Stockholder Vote Required for Mergers" for a description of the
exceptions to this rule.

Directors are to be elected by a plurality of the votes cast, and Wells
Fargo stockholders do not have the right to cumulate their votes in the
election of directors. For that reason, holders of a majority of the shares of
Wells Fargo common stock entitled to vote in any election of directors of Wells
Fargo may elect all of the directors standing for election. The Wells Fargo
board is not classified.

Assets Upon Dissolution. In the event of liquidation, holders of Wells Fargo
common stock would be entitled to receive proportionately any assets legally
available for distribution to stockholders of Wells Fargo with respect to
shares held by them, subject to any prior rights of any Wells Fargo preferred
stock then outstanding.

Distributions. As a Delaware corporation, Wells Fargo may pay dividends out
of surplus or, if there is no surplus, out of net profits for the fiscal year
in which declared and for the preceding fiscal year. Section 170 of the
Delaware General Corporation Law also provides that dividends may not be paid
out of net profits if, after the payment of the dividend, capital is less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of assets.

As a bank holding company, the ability of Wells Fargo to pay distributions
will be affected by the ability of its banking subsidiaries to pay dividends.
The ability of these banking subsidiaries, as well as of Wells Fargo, to pay
dividends in the future currently is, and could be further, influenced by bank
regulatory requirements and capital guidelines. See "Regulation and Supervision
of Wells Fargo--Dividend Restrictions" for a more detailed description.

Restrictions on Ownership. The Bank Holding Company Act requires any "bank
holding company" (as defined in the Bank Holding Company Act) to obtain the
approval of the Federal Reserve Board prior to acquiring 5% or more of Wells
Fargo's outstanding common stock. Any person other than a bank holding company
is required to obtain prior approval of the Federal Reserve Board to acquire
10% or more of Wells Fargo's outstanding common stock under the Change in Bank
Control Act. Any holder of 25% or more of Wells Fargo's outstanding common
stock (or a holder of 5% or more if that holder otherwise exercises a
"controlling influence" over Wells Fargo), other than an individual, is subject
to regulation as a bank holding company under the Bank Holding Company Act.

Preferred Share Purchase Rights. Each issued share of Wells Fargo common
stock includes a Series C Junior Participating Preferred Stock purchase right.
See "--Wells Fargo Rights Plan" below.

Wells Fargo Preferred Stock

Wells Fargo's restated certificate of incorporation currently authorizes the
issuance of 20,000,000 shares of preferred stock without par value and
4,000,000 shares of preference stock without par value. At June 30, 2000, there
were 5,666,090 shares of Wells Fargo preferred stock outstanding and no shares
of Wells Fargo preference stock outstanding.

The Wells Fargo board is authorized to issue preferred stock and preference
stock in one or more series, to fix the number of shares in each such series,
and to determine the designations and voting powers, preferences, and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions of each series. The preferred stock and preference
stock may be issued at any time in any amount, provided that not more than
20,000,000 shares of preferred stock and 4,000,000 shares of preference stock
are outstanding at any one time.

The Wells Fargo board may determine the designation and number of shares
constituting a series, dividend rates, whether the series is redeemable and the
terms of redemption, liquidation preferences, sinking fund requirements,
conversion privileges, voting rights, as well as other preferences and
relative, participating, optional or other special rights and qualifications,
limitations and restrictions of these special rights, all without any vote or
other action on the part of stockholders.

The Wells Fargo board has designated 4,000,000 shares of Wells Fargo
preferred stock for issuance as Series C Junior Participating Preferred Stock
under the rights agreement. No shares of Wells Fargo Series C Junior
Participating Preferred Stock are outstanding as of the date of this document.
See "--Wells Fargo Rights Plan" below.

Wells Fargo Rights Plan

On October 21, 1998, Wells Fargo's board of directors declared a dividend of
one Series C Junior Participating Preferred Stock purchase right for each
outstanding share of Wells Fargo common stock. The dividend was paid on
November 23, 1998 to Wells Fargo stockholders of record on that date. Each
right entitles the registered holder to purchase from Wells Fargo one one-
thousandth of a share of Wells Fargo Series C Junior Participating Preferred
Stock, subject to adjustment, at a price of $160 per one one-thousandth of a
share of Wells Fargo Series C Junior Participating Preferred Stock. The
description and terms of the rights are set forth in the rights agreement.

Until the earlier to occur of (1) ten days following a public announcement
that a person or group of affiliated or associated persons (an "acquiring
person") have acquired beneficial ownership of 15% or more of the outstanding
shares of Wells Fargo common stock or (2) ten business days (or a later date as
may be determined by action of Wells Fargo's board of directors prior to the
time that any person becomes an acquiring person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group of 15% or more of the outstanding shares of Wells Fargo common stock
(the earlier of these dates being called the "rights distribution date"), the
rights will be evidenced, with respect to any of the Wells Fargo common stock
certificates outstanding as of November 23, 1998, by a Wells Fargo common stock
certificate with a copy of the summary of rights, attached to the rights
agreement as Exhibit C, attached to the certificate.

The rights agreement provides that, until the distribution date, the rights
can only be transferred with the shares of Wells Fargo common stock to which
they are attached. Until the distribution date (or earlier redemption or
expiration of the rights), new Wells Fargo common stock certificates issued
after November 23, 1998, upon transfer or new issuance of Wells Fargo common
stock, will contain a notation incorporating the rights agreement by reference.
Until the distribution date (or earlier redemption or expiration of the
rights), the surrender for transfer of any certificates for shares of Wells
Fargo common stock, outstanding as of November 23, 1998, even without this
notation or a copy of the summary of rights being attached to the certificates,
will also constitute the transfer of the rights associated with the shares of
Wells Fargo common stock represented by the certificate. As soon as practicable
following the distribution date, separate certificates evidencing the rights
will be mailed to holders of record of the shares of Wells Fargo common stock
as of the close of business on the distribution date and these separate rights
certificates alone will evidence the rights.

The rights are not exercisable until the distribution date. The rights will
expire on November 23, 2008, unless that date is extended or unless the rights
are earlier redeemed by Wells Fargo, in each case, as described below.

The purchase price payable, and the number of shares of Wells Fargo Series C
Junior Participating Preferred Stock or other securities or property issuable,
upon exercise of the rights are subject to adjustment from time to time to
prevent dilution:

. in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Wells Fargo Series C Junior Participating
Preferred Stock;

. upon the grant to holders of the Wells Fargo Series C Junior
Participating Preferred Stock of certain rights or warrants to subscribe
for or purchase Wells Fargo Series C Junior Participating Preferred
Stock at a price, or securities convertible into Wells Fargo Series C
Junior Participating Preferred Stock with a conversion price, less than
the then-current market price of the Wells Fargo Series C Junior
Participating Preferred Stock; or

. upon the distribution to holders of the Wells Fargo Series C Junior
Participating Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends or dividends payable in
Wells Fargo Series C Junior Participating Preferred Stock) or of
subscription rights or warrants (other than those referred to above).

The number of outstanding rights and the number of one one-thousandths of a
share of Wells Fargo Series C Junior Participating Preferred Stock issuable
upon exercise of each right are also subject to adjustment in the event of a
stock split of the shares of Wells Fargo common stock or a stock dividend on
the shares of Wells Fargo common stock payable in shares of Wells Fargo common
stock or subdivisions, consolidations or combinations of the shares of Wells
Fargo common stock occurring, in any such case, prior to the distribution date.

Wells Fargo Series C Junior Participating Preferred Stock purchasable upon
exercise of the rights will not be redeemable. Each share of Wells Fargo Series
C Junior Participating Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $10 per share but will be entitled
to an aggregate dividend of 1000 times the dividend declared per share of Wells
Fargo common stock. In the event of liquidation, the holders of the Wells Fargo
Series C Junior Participating Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1000 per share but will be entitled to an
aggregate payment of 1000 times the payment made per share of Wells Fargo
common stock. Each share of Wells Fargo Series C Junior Participating Preferred
Stock will have 1000 votes, voting together with the shares of Wells Fargo
common stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Wells Fargo common stock are exchanged, each
share of Wells Fargo Series C Junior Participating Preferred Stock will be
entitled to receive 1000 times the amount received per share of Wells Fargo
common stock. These rights are protected by customary antidilution provisions.

Because of the nature of the Wells Fargo Series C Junior Participating
Preferred Stock's dividend, liquidation and voting rights, the value of the one
one-thousandth interest in a share of Wells Fargo Series C Junior Participating
Preferred Stock purchasable upon exercise of each right should approximate the
value of one share of Wells Fargo common stock.

In the event that Wells Fargo is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a right
will then have the right to receive, upon the exercise of the right at its
then-current exercise price, that number of shares of common stock of the
acquiring company that at the time of such transaction will have a market value
of two times the exercise price of the right. In the event that any person or
group of affiliated or associated persons becomes the beneficial owner of 15%
or more of the outstanding shares of Wells Fargo common stock, proper provision
will be made so that each holder of a right, other than rights beneficially
owned by the acquiring person (which will be void after that time), will then
have the right to receive upon exercise that number of shares of Wells Fargo
common stock having a market value of two times the exercise price of the
right.

At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of Wells Fargo common stock, and prior to their acquisition of 50% or
more of the outstanding shares of Wells Fargo common stock, the Wells Fargo
board may exchange the rights (other than rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one share
of Wells Fargo common stock, or one one-thousandth of a share of Wells Fargo
Series C Junior Participating Preferred Stock (or of a share of a class or
series of Wells Fargo preferred stock having equivalent rights, preferences and
privileges), per right (subject to adjustment).

With some exceptions, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1% in the
purchase price. No fractional shares of Wells Fargo Series C Junior
Participating Preferred Stock will be issued (other than fractions which are
integral multiples of one one-thousandth of a share of Wells Fargo Series C
Junior Participating Preferred Stock, which may, at the election of Wells
Fargo, be evidenced by scrip or depositary receipts), and, in lieu of
fractional shares, an adjustment in cash will be made based on the market price
of the Wells Fargo Series C Junior Participating Preferred Stock on the last
trading day prior to the date of exercise.

At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of Wells Fargo common stock, the Wells Fargo board may redeem the rights
in whole, but not in part, at a price of $.01 per right. The redemption of the
rights may be made effective at the time, on the basis, and with the conditions
that the Wells Fargo board, in its sole discretion, may establish. Immediately
upon any redemption of the rights, the right to exercise the rights will
terminate and the only right of the holders of the rights will be to receive
the redemption price.

The terms of the rights may be amended by the Wells Fargo board without the
consent of the holders, including an amendment to lower the 15% triggering
thresholds described above to not less than the greater of:

. 0.001% greater than the largest percentage of the outstanding shares of
Wells Fargo common stock then known to Wells Fargo to be beneficially
owned by any person or group of affiliated or associated persons, and

. 10%.

However, from and after the time that any person becomes an Acquiring
Person, no amendment may adversely affect the interests of the holders of the
rights. Until a right is exercised, the holder, as such, will have no rights as
a stockholder of Wells Fargo, including, without limitation, the right to vote
or to receive dividends.

The Rights Have Anti-Takeover Effects. The stockholder rights will cause
substantial dilution to a person or group that attempts to acquire Wells Fargo
on terms not approved by the Wells Fargo board, except by means of an offer
conditioned on a substantial number of rights being acquired. The rights should
not interfere with any merger or other business combination approved by the
Wells Fargo board, as the rights may be redeemed by Wells Fargo at the required
redemption price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the shares of Wells Fargo common stock.

The rights agreement, specifying the terms of the rights and including, as
an exhibit, the form of the certificate of designation setting forth the terms
of the Wells Fargo Series C Junior Participating Preferred Stock, is attached
as an exhibit to Wells Fargo's registration statement on Form 8-A, dated
October 21, 1998, and is incorporated in this document by reference. The
foregoing description of the Wells Fargo Series C Junior Participating
Preferred Stock purchase rights is qualified in its entirety by reference to
this exhibit. See "Where You Can Find More Information" for information on how
to obtain this document.

COMPARISON OF STOCKHOLDER RIGHTS

The rights of Brenton shareholders are currently governed by the Iowa
Business Corporation Act (IBCA), Brenton's articles of incorporation and
Brenton's bylaws. The rights of Brenton Bank shareholders are currently
governed by the Iowa Banking Act (IBA), Brenton Bank's restated articles of
incorporation and Brenton Bank's bylaws. At the effective time of the mergers,
Brenton's and Brenton Bank's shareholders will become Wells Fargo stockholders
and their rights will be determined by the Delaware General Corporation Law
(DGCL), Wells Fargo's restated certificate of incorporation and Wells Fargo's
bylaws. The following is a summary of material differences between the rights
of shareholders of Brenton and Brenton Bank and the rights of Wells Fargo
stockholders. It is not a complete statement of the provisions affecting, and
the differences between, the rights of shareholders of Brenton and Brenton Bank
and those of Wells Fargo stockholders. The summary is qualified in its entirety
by reference to the IBCA, the IBA, the DGCL, Brenton's and Brenton Bank's
articles of incorporation and bylaws, and Wells Fargo's restated certificate of
incorporation and bylaws.

Authorized Capital Stock

Brenton

Authorized:

Outstanding as of June 30, 2000:

. 50,000,000 shares of common
stock.

. 20,361,001 shares of common
stock.

. 500,000 shares of preferred . No shares of preferred stock
stock.

Brenton Bank

Authorized:

Outstanding as of June 30, 2000:

. 1,000,000 shares of common stock. . 345,200 shares of common
stock.

Wells Fargo

Authorized:

Outstanding as of June 30, 2000:

. 4,000,000,000 shares of common
stock.

. 1,619,141,306 shares of common
stock.

. 20,000,000 shares of preferred
stock.

. 5,666,090 shares of preferred
stock.

. 4,000,000 shares of preference . No shares of preference stock.
stock.

Size of Board of Directors

Brenton

Brenton's bylaws provide for a board of directors consisting of not less
than five nor more than 11 members, with the board of directors to designate
the number of directors within that range.

Brenton's bylaws further provide for directors to serve a term of one year
or until their successors are elected and qualified or until their earlier
removal. The number of directors of Brenton is currently seven.

Brenton Bank

The IBA provides that the board of directors of a state bank shall have at
least five directors. Brenton Bank's bylaws provide for a board of directors
consisting of not less than five nor more than 25 members, with the
shareholders to determine the number of directors within that range. The bylaws
further provide for directors to serve a term of one year and until their
successors are elected and qualified. The number of directors of Brenton Bank
is currently fixed at 15.

Wells Fargo

Under Wells Fargo's restated certificate of incorporation, the number of
directors shall be as specified in the bylaws but in no event less than three.
Wells Fargo's bylaws provide for a board of directors consisting of not less
than 10 nor more than 28 persons, each serving a term of one year or until his
or her earlier death, resignation or removal. The number of directors of Wells
Fargo is currently 18.

Classes of Directors

Brenton

The IBCA permits classification of a board of directors and for staggered
terms. Brenton's board is not classified.

Brenton Bank

The IBA does not provide for classification of a board of directors or for
staggered terms.

Wells Fargo

The DGCL permits classification of a board of directors, and for staggered
terms. Wells Fargo's board is not classified.

Qualifications of Directors

Brenton

Brenton's articles of incorporation and bylaws do not impose any
qualifications for directors.

Brenton Bank

Under the IBA and the bylaws of Brenton Bank, directors of a state bank must
be 18 years of age or older and a majority of the directors must be Iowa
residents and United States citizens.

Wells Fargo

Wells Fargo's restated certificate of incorporation requires directors to be
stockholders.

Filling Vacancies on the Board

Brenton

Under Brenton's articles of incorporation, all vacancies occurring between
annual elections may be filled by the board of directors.

Brenton Bank

The bylaws of Brenton Bank provide as follows:

. any vacancy created when a director is removed by the shareholders may
be filled by the shareholders;

. when the shareholders increase the number of directors, they shall elect
directors to fill the newly created directorships;

. vacancies created by death, disqualification, resignation, removal by
the Iowa Superintendent of Banking or any other means shall be filled by
the affirmative vote of a majority of the remaining directors, even if
less than a quorum; and

. if no members of the board of directors remain, the shareholders shall
elect a new board of directors.

Wells Fargo

Under Wells Fargo's restated certificate of incorporation and bylaws,
vacancies on Wells Fargo's board of directors may be filled by majority vote
of the remaining directors or, in the event a vacancy is not so filled or if
no director remains, by the stockholders.

Removal of Directors

Brenton

Under Brenton's bylaws, directors may be removed at any time by a majority
vote of the shareholders.

Brenton Bank

Under the IBA, individual directors or the entire board may be removed,
with or without cause, by the affirmative vote of the holders of a majority of
the shares entitled to vote at an election of directors. A director may also
be removed if the Iowa Superintendent of Banking determines, after notice to
the director and a hearing, that the director has violated any law relating to
the bank or has engaged in unsafe or unsound practices in conducting the
business of the bank.

Wells Fargo

The DGCL provides that a director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.

Nomination of Directors for Election

Brenton

Under Brenton's bylaws, nominations for Brenton's board may be made by
shareholders in writing at least five days prior to the annual meeting.

Brenton Bank

None of the IBA, Brenton Bank's articles of incorporation or bylaws make
express reference to procedures for the nomination of directors.

Wells Fargo

Under Wells Fargo's bylaws, nominations for Wells Fargo's board may be made
by the board or by any stockholder who complies with the notice procedures
described in Wells Fargo's bylaws. These procedures require the notice to be
received by Wells Fargo not less than 30 nor more than 60 days prior to the
meeting. However, if less than 40 days' prior public disclosure of the date of
the meeting is given to stockholders, then the notice must be received no
later than 10 days after the first public announcement of the meeting date.

Anti-Takeover Provisions

Brenton

Section 490.1110 of the IBCA prohibits "business combinations," including
mergers, sales and leases of assets, issuances of securities and similar
transactions by a corporation or a subsidiary with an "interested shareholder"
who owns 10 percent or more of a corporation's voting stock, within three years
after the person or entity becomes an interested shareholder, unless:

. the transaction that will cause the person to become an interested
shareholder is approved by the board of directors of the corporation
prior to the transaction;

. after the completion of the transaction in which the person becomes an
interested shareholder, the interested shareholder holds at least 85% of
the voting stock of the corporation, excluding for purposes of
determining the number of shares outstanding those shares owned by
officers and directors and by specified employee benefit plans; or

. after the person becomes an interested shareholder, the business
combination is approved by the board of directors and holders of at
least 66 2/3% of the outstanding voting stock, excluding shares held by
the interested shareholder.

An Iowa corporation may elect not to be governed by Section 490.1110.
Brenton has not made such an election.

The holding company merger is not governed by the limitations set forth in
Section 490.1110 because the Brenton board of directors unanimously approved
the merger agreement before it was executed.

Brenton Bank

Under the IBA, any person who proposes an acquisition of shares of a state
bank that would result in a change of control of the bank must apply to the
Iowa Superintendent of Banking for approval. In addition, a state bank that is
a party to a merger that will result in a state bank must apply to the
Superintendent of Banking for approval for the merger.

Wells Fargo

Section 203 of the DGCL prohibits "business combinations," including
mergers, sales and leases of assets, issuances of securities and similar
transactions by a corporation or a subsidiary with an "interested stockholder"
who beneficially owns 15 percent or more of a corporation's voting stock,
within three years after the person or entity becomes an interested
stockholder, unless:

. the transaction that will cause the person to become an interested
stockholder is approved by the board of directors of the target prior to
the transaction,

. after the completion of the transaction in which the person becomes an
interested stockholder, the interested stockholder holds at least 85% of
the voting stock of the corporation not including (a) shares held by
officers and directors of interested stockholders and (b) shares held by
specified employee benefit plans, or

. after the person becomes an interested stockholder, the business
combination is approved by the board of directors and holders of at
least 66 2/3% of the outstanding voting stock, excluding shares held by
the interested stockholder.

A Delaware corporation may elect not to be governed by Section 203. Wells
Fargo has not made such an election.

Stockholder Rights Plan

Brenton

Brenton has not implemented a shareholder rights plan.

Brenton Bank

Brenton Bank has not implemented a shareholder rights plan.

Wells Fargo

Wells Fargo has implemented a stockholder rights plan, under which a group
of persons becomes an acquiring person upon a public announcement that they
have acquired or intend to acquire 15% of Wells Fargo's voting stock. This
threshold can be reduced by amendment. Each share of Wells Fargo common stock
issued in the merger will be issued with an attached right. See "Wells Fargo
Capital Stock--Wells Fargo Rights Plan."

Stockholder Action Without a Meeting

Brenton

Under the IBCA any action required or permitted to be taken at a
shareholders' meeting may be taken without a meeting pursuant to the written
consent of holders of outstanding shares having not less than 90% of the votes
entitled to be cast on the action.

Brenton Bank

Under the IBA, any action required or permitted to be taken at a special
shareholders' meeting may be taken without a meeting pursuant to the written
consent of all shareholders.

Wells Fargo

Wells Fargo's bylaws provide that any action required or permitted to be
taken at a stockholders' meeting may be taken without a meeting pursuant to the
written consent of the holders of the number of shares that would have been
required to effect the action at an actual meeting of the stockholders, and
provide certain procedures to be followed in such cases.

Calling Special Meetings of Stockholders

Brenton

The IBCA provides that a special meeting of shareholders may be called by
(a) the board of directors or the person or persons authorized to call a
special meeting by the articles of incorporation or bylaws or (b) the

holders of at least 50% of the votes entitled to be cast on the matter to be
considered at the proposed special meeting, upon presenting a written demand to
the secretary of the corporation. The bylaws of Brenton provide that a special
meeting of shareholders may be called by the chairman, vice chairman,
president, or by a majority of the directors or by shareholders representing
two-thirds of the outstanding stock of Brenton.

Brenton Bank

Under the IBA, a special meeting of shareholders may be called by the
president, the board of directors, the holders of not less than one-tenth of
all the shares entitled to vote at the meeting or other officers or persons as
provided in the articles of incorporation or bylaws. The bylaws of Brenton Bank
provide that a special meeting of shareholders may be called by the chairman of
the board of directors or the chief executive officer/president at the request
of the holders of not less than one-tenth of all the shares entitled to vote at
the meeting.

Wells Fargo

Wells Fargo's bylaws provide that a special meeting of stockholders may be
called only by the chairman of the board, a vice chairman, the president or a
majority of Wells Fargo's board of directors. Holders of Wells Fargo common
stock do not have the ability to call a special meeting of stockholders.

Submission of Stockholder Proposals

Brenton

The bylaws of Brenton provide that shareholder proposals must be submitted
in writing to the secretary of the corporation at least five days prior to the
date of the annual meeting. Any such shareholder proposal must be accompanied
by a written statement describing the purpose of the proposal.

Brenton Bank

Neither the IBA nor the articles of incorporation or bylaws of Brenton Bank
refer to the submission of shareholder proposals.

Wells Fargo

The Wells Fargo bylaws provide that in order for a stockholder to bring
business before the annual meeting, the stockholder must give notice not later
than the 90th day nor earlier than the 120th day prior to the first anniversary
of the preceding year's annual meeting. However, if the annual meeting is more
than 30 days before or more than 60 days after the anniversary of the prior
year's annual meeting, to be timely the notice must be delivered no earlier
than 120 days prior to the annual meeting and no later than the later of 90
days prior to the annual meeting or 10 days after the first public announcement
of the meeting date.

Notice of Stockholder Meetings

Brenton

The IBCA requires notice of shareholders' meetings to be sent to all
shareholders of record entitled to vote at the meeting not less than 10 nor
more than 60 days prior to the date of the meeting.

Brenton Bank

The IBA requires notice of shareholders' meetings to be sent to all
shareholders of record entitled to vote at the meeting not less than 10 nor
more than 60 days prior to the date of the meeting.

Wells Fargo

The DGCL requires notice of stockholders' meetings to be sent to all
stockholders of record entitled to vote thereon not less than 10 nor more than
60 days prior to the date of the meeting.

Stockholder Vote Required for Mergers

Brenton

Under the IBCA, a plan of merger or share exchange requires approval by each
voting group entitled to vote separately on the plan by the affirmative vote of
a majority of all votes entitled to be cast by that voting group. However,
under the IBCA, no shareholder vote is required if:

. the articles of incorporation of the surviving corporation will not
differ from its articles of incorporation before the merger in any way
that would have required a shareholder vote under the IBCA;

. each shareholder of the surviving corporation will hold exactly the same
number of identical shares as they did before the merger;

. the number of voting shares of the surviving corporation outstanding
immediately after the merger, plus the number of voting shares issuable
as a result of the merger, will not exceed by more than 20% the total
number of voting shares immediately before the merger; and

. the number of shares of the surviving corporation that entitle their
holders to participate without limitation in distributions that are
outstanding immediately after the merger, plus the number of these
shares issuable as a result of the merger, will not exceed by more than
20% the total number of these shares immediately before the merger.

Approval of the holding company merger requires the affirmative vote of a
majority of the Brenton common stock entitled to vote at the Special Meeting,
as set forth in "Special Meetings--Vote Required" on page .

Brenton Bank

Under the IBA, adoption of a plan of merger by a state bank in which the
resulting corporation will be a state bank requires the affirmative vote of at
least a majority of the directors and approval by the shareholders in
accordance with the corresponding provisions of the IBCA. The merger of Brenton
Bank is therefore subject to the same shareholder voting requirements as the
merger of Brenton (see above).

Approval of the bank merger requires the affirmative vote of a majority of
the Brenton Bank common stock entitled to vote at the Special Meeting, as set
forth in "Special Meetings--Vote Required" on page .

Wells Fargo

Under the DGCL, a merger, consolidation or sale of all or substantially all
of a corporation's assets must be approved by the board of directors and by a
majority of the outstanding stock of the corporation entitled to vote thereon.
However, under DGCL 251(f), no vote of stockholders of a constituent
corporation surviving a merger is required if:

. the merger agreement does not amend the certificate of incorporation of
the surviving corporation,

. each share of stock of the surviving corporation outstanding before the
merger is an identical outstanding or treasury share after the merger,
and

. either no shares of common stock of the surviving corporation are to be
issued or delivered pursuant to the merger or, if such common stock will
be issued or delivered, it will not increase the number of shares of
common stock outstanding immediately prior to the merger by more than
20%.

Dividends

Brenton

Under the IBCA, a corporation may make a distribution to its shareholders
upon the authorization of its board of directors unless, after giving effect to
such distribution:

. the corporation would not be able to pay its debts as they come due in
the usual course of business; or

. the corporation's total assets would be less than the sum of its total
liabilities, plus (unless the articles of incorporation permit
otherwise) the amount needed if the corporation were liquidated at the
time of the distribution to satisfy the preferential rights of
shareholders whose preferential rights are superior to those receiving
the distribution.

The bylaws of Brenton provide that the board of directors may in its
discretion declare dividends from the surplus and net profits of Brenton.

Brenton Bank

The IBA provides that dividends may be declared and paid subject to the
restrictions imposed by the IBA and the articles of incorporation of the bank.
Dividends may be declared and paid only out of the undivided profits of the
bank and may not be declared or paid if restricted by the Iowa Superintendent
of Banking.

Wells Fargo

Delaware corporations may pay dividends out of surplus or, if there is no
surplus, out of net profits for the fiscal year in which declared and for the
preceding fiscal year. Section 170 of the DGCL also provides that dividends may
not be paid out of net profits if, after the payment of the dividend, capital
is less than the capital represented by the outstanding stock of all classes
having a preference upon the distribution of assets. Wells Fargo is also
subject to Federal Reserve Board policies regarding payment of dividends, which
generally limit dividends to operating earnings. See "Regulation and
Supervision of Wells Fargo."

Wells Fargo's bylaws provide that the stockholders have the right to receive
dividends if and when declared by Wells Fargo's board. Dividends may be paid in
cash, property or shares of capital stock.

Dissenters' Appraisal Rights

Brenton

Under the IBCA, a shareholder of an Iowa corporation may exercise
dissenters' rights in connection with any of the following corporate actions:

. a plan of merger that either provides for a shareholder vote or for a
merger of a 90% owned subsidiary into its parent;

. a plan of share exchange involving the acquisition of the corporation's
shares providing for a shareholder vote;

. a sale or exchange of all, or substantially all, of the property of the
corporation other than in the usual and regular course of business,
providing for a shareholder vote, except for a sale pursuant to court
order or a sale for cash where the cash is distributed to shareholders
within one year;

. an amendment of the articles of incorporation that materially and
adversely affects the rights of the dissenter's shares; and

. any corporate action taken by shareholder vote for which the articles of
incorporation, bylaws or a resolution of the board of directors provide
for dissenters' rights.

Shareholders of Brenton common stock are entitled to dissenters' appraisal
rights in connection with the holding company merger, as set forth above in "
The Merger--Dissenters' Appraisal Rights" on page .

Brenton Bank

Under the IBA, a shareholder of a state bank which is a party to a proposed
merger plan which will result in a state bank is entitled to the same
dissenters' rights as provided under the IBCA.

Shareholders of Brenton Bank common stock are entitled to dissenters'
appraisal rights in connection with the bank merger, as set forth above in "
The Merger--Dissenters' Appraisal Rights" on page .

Wells Fargo

The DGCL provides stockholders of a corporation involved in a merger the
right to demand and receive payment of the fair value of their stock in certain
mergers. However, appraisal rights are not available to holders of shares:

. listed on a national securities exchange,

. designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc., or

. held of record by more than 2,000 stockholders

unless holders of stock are required to accept in the merger anything other
than any combination of:

. shares of stock or depository receipts of the surviving corporation in
the merger

. shares of stock or depository receipts of another corporation that, at
the effective date of the merger, will be

. listed on a national securities exchange,

. designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc., or

. held of record by more than 2,000 holders

. cash instead of fractional shares of the stock or depository receipts
received.

Dissenters' rights are not available to the Wells Fargo stockholders with
respect to the merger because the DGCL does not require that Wells Fargo
stockholders vote to approve the merger agreement. Moreover, Wells Fargo common
stock is listed on the New York and Chicago Stock Exchanges and currently held
by more than 2,000 stockholders. As a result, assuming that the other
conditions described above are satisfied, holders of Wells Fargo common stock
will not have appraisal rights in connection with consolidations and mergers
involving Wells Fargo.

Stockholder Preemptive Rights

Brenton

Brenton's articles of incorporation do not provide for preemptive rights.

Brenton Bank

The articles of incorporation of Brenton Bank provide for preemptive rights.
Under the IBA, this entitles shareholders of Brenton Bank to the right to
acquire a proportional amount of the bank's unissued shares upon

the decision of the board of directors to issue such shares. The preemptive
rights, which maybe waived by the bank's shareholders, are subject to the
following:

. there are no preemptive rights for shares issued as compensation to
directors, officers, agents or employees of the bank, its subsidiaries
or affiliates, or for shares issued to satisfy conversion or option
rights created as compensation for those persons;

. holders of shares of any class without general voting rights but with
preferential rights to distributions or assets have no preemptive rights
with respect to those shares;

. holders of shares of any class with general voting rights but without
preferential rights to distributions or assets have no preemptive rights
with respect to shares of any class with such preferential rights,
unless the shares with preferential rights are convertible into or carry
the right to acquire shares without preferential rights; and

. shares subject to preemptive rights that are not acquired by
shareholders may be issued to any person for a period of one year after
being offered to shareholders at a price that is not lower than the
price set for the exercise of preemptive rights. An offering of shares
after the expiration of the one-year period or at a lower price is
subject to preemptive rights.

Wells Fargo

Wells Fargo's restated certificate of incorporation does not provide for
preemptive rights.

Stockholder Class Voting Rights

Brenton

The IBCA requires separate voting by voting groups on a proposed amendment
to the articles of incorporation if the amendment would affect the rights of
the voting group as set forth below under "Amendment of Articles/Certificate of
Incorporation." Also, separate voting by voting groups is required on a plan of
merger if the plan contains a provision that, if contained in a proposed
amendment to the articles of incorporation, would entitle the shareholders to
vote as separate classes.

Brenton Bank

The IBA requires separate voting by voting groups on a proposed amendment to
the articles of incorporation if the amendment would affect the rights of a
voting group as set forth below under "Amendment of Articles/Certificate of
Incorporation." Also, separate voting by voting groups is required on a plan of
merger if the plan contains a provision that, if contained in a proposed
amendment to the articles of incorporation, would entitle the shareholders to
vote as separate classes.

Wells Fargo

The DGCL requires voting by separate classes of shares only with respect to
amendments to a corporation's certificate of incorporation that adversely
affect the holders of those classes or that increase or decrease the aggregate
number of authorized shares or the par value of the shares of any of those
classes.

Indemnification

Brenton

The IBCA permits a corporation to indemnify directors so long as the
director:

. acted in good faith;

. if acting in an official capacity, reasonably believed that his or her
conduct was in the corporation's best interests;

. if acting in another capacity, reasonably believed that his or her
conduct was not opposed to the corporation's best interests; and

. if involved in a criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

However, the corporation may not indemnify a director:

. in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

. in connection with any other proceeding charging improper personal
benefit to the director in which the director was adjudged liable on the
basis that personal benefit was improperly received.

The IBCA further provides that, unless limited by its articles of
incorporation, a corporation must indemnify a director who is wholly successful
on the merits of the action.

The articles of incorporation of Brenton provide that Brenton shall
indemnify directors to the fullest extent possible against expenses actually
incurred relating to his or her conduct as a director, except for:

. breaches of the director's duty of loyalty;

. acts and omissions not in good faith or which involve intentional
misconduct or knowing violation of the law;

. transactions for which the director derived an improper personal
benefit;

. intentional authorization of unlawful distributions; and

. judgments, penalties, fines and settlements arising from proceedings by
or in the right of the corporation, or against expenses in such cases in
which the director is adjudged liable to the corporation.

Brenton's bylaws extend this indemnification scheme to officers of Brenton.

Brenton Bank

The articles of incorporation of Brenton Bank provide that Brenton Bank
shall indemnify directors to the fullest extent possible against expenses
actually incurred relating to his or her conduct as a director, except for:

. breaches of the director's duty of loyalty;

. acts and omissions not in good faith or which involve intentional
misconduct or knowing violation of the law;

. transactions for which the director derived an improper personal
benefit;

. intentional authorizations of unlawful distributions; and

. judgments, penalties, fines and settlements arising from proceedings by
or in the right of the bank, or against expenses in such cases in which
the director is adjudged liable to the bank.

Brenton Bank's bylaws extend this indemnification scheme, with the exception
of liability for unlawful distributions, to officers of Brenton Bank.

Wells Fargo

The DGCL provides that, subject to certain limitations in the case of
"derivative" suits brought by a corporation's stockholders in its name, a
corporation may indemnify any person who is made a party to any third-party
suit or proceeding on account of being a director, officer, employee or agent
of the corporation against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement reasonably incurred by him or her in
connection with the action, through, among other things, a majority vote of a
quorum consisting of directors who were not parties to the suit or proceeding,
if the person:

. acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation or, in some
circumstances, at least not opposed to its best interests; and

. in a criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

To the extent a director, officer, employee or agent is successful in the
defense of such an action, suit or proceeding, the corporation is required by
the DGCL to indemnify such person for reasonable expenses incurred thereby.

Wells Fargo's restated certificate of incorporation provides that Wells
Fargo must indemnify, to the fullest extent authorized by the DGCL, each person
who was or is made a party to, is threatened to be made a party to or is
involved in any action, suit or proceeding because he or she is or was a
director or officer of Wells Fargo (or was serving at the request of Wells
Fargo as a director, trustee, officer, employee, or agent of another entity)
while serving in such capacity against all expenses, liabilities, or loss
incurred by such person in connection therewith, provided that indemnification
in connection with a proceeding brought by such person will be permitted only
if the proceeding was authorized by Wells Fargo's board of directors.

Wells Fargo's restated certificate of incorporation also provides that Wells
Fargo must pay expenses incurred in defending the proceedings specified above
in advance of their final disposition, provided that, if so required by the
DGCL, such advance payments for expenses incurred by a director or officer may
be made only if he or she undertakes to repay all amounts so advanced if it is
ultimately determined that the person receiving such payments is not entitled
to be indemnified. Wells Fargo's restated certificate of incorporation
authorizes Wells Fargo to provide similar indemnification to employees or
agents of Wells Fargo.

Pursuant to Wells Fargo's restated certificate of incorporation, Wells Fargo
may maintain insurance, at its expense, to protect itself and any directors,
officers, employees or agents of Wells Fargo or another entity against any
expense, liability or loss, regardless of whether Wells Fargo has the power or
obligation to indemnify that person against such expense, liability or loss
under the DGCL.

The right to indemnification is not exclusive of any other right which any
person may have or acquire under any statute, provision of Wells Fargo's
restated certificate of incorporation or bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

Limitations on Directors' Liability

Brenton

The IBCA provides that the articles of incorporation of an Iowa corporation
may limit or eliminate the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty, except
for:

. breaches of the director's duty of loyalty;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. transactions in which the director derives an improper personal benefit;
or

. intentional authorizations of unlawful distributions.

The articles of incorporation of Brenton contain such a limitation of
directors' liability.

Brenton Bank

The IBA provides that, in addition to the other liabilities imposed by law
on directors of a state bank:

. directors who vote for or assent to any distribution of assets to
shareholders in willful or negligent violation of the restrictions of
the IBA or the articles of incorporation of the bank shall be jointly
and severally liable to the bank for the amount of the distribution in
excess of the amount that could have been distributed without violating
the IBA or the articles of incorporation;

. directors who vote for or assent to any distribution of assets to
shareholders during the dissolution of the bank without paying or making
adequate provision for all known debts and obligations of the bank shall
be jointly and severally liable to the bank for the amount of the
distribution to the extent that the liabilities of the bank are not
paid;

. directors who willfully or negligently vote for or assent to any loans
or extensions of credit in violation of the IBA shall be jointly and
severally liable to the bank for the total amount of any loss sustained;
and

. directors who willfully or negligently vote for or assent to any
investment of funds by the bank in violation of the IBA shall be jointly
and severally liable for the amount of any loss sustained.

Directors shall not be liable under these provisions if they relied and
acted in good faith upon information represented to be correct by an officer of
the bank or stated in a written report by a certified public accountant.
Directors who are liable for distributions of assets shall be entitled to
contribution from the shareholders who knowingly accepted such unlawful
distributions, in proportion to the amounts received by them.

The articles of incorporation of Brenton Bank provide that directors shall
not be personally liable for monetary damages for breach of fiduciary duty,
except for:

. breaches of the director's duty of loyalty;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. transactions in which the director derives an improper personal benefit;
or

. intentional authorizations of unlawful distributions.

Wells Fargo

Wells Fargo's restated certificate of incorporation provides that a director
(including an officer who is also a director) of Wells Fargo shall not be
liable personally to Wells Fargo or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability arising out of:

. any breach of the director's duty of loyalty to Wells Fargo or its
stockholders,

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

. payment of a dividend or approval of a stock repurchase in violation of
Section 174 of the DGCL, or

. any transaction from which the director derived an improper personal
benefit.

This provision protects Wells Fargo's directors against personal liability
for monetary damages from breaches of their duty of care. It does not eliminate
the director's duty of care and has no effect on the availability of equitable
remedies, such as an injunction or rescission, based upon a director's breach
of his or her duty of care.

Amendment of Certificate of Incorporation

Brenton

Under the IBCA, the board of directors must first recommend the amendment to
the shareholders, unless the board determines that because of a conflict of
interest or other special circumstances, it should make no recommendation and
notifies the shareholders of the basis for that determination. Then, unless a
greater vote of shareholders is required by the IBCA or the articles of
incorporation, or unless the board of directors conditions its recommendation
on attaining a higher vote, an amendment to the articles of incorporation
requires the affirmative vote of:

. a majority of the votes entitled to be cast on the amendment by any
voting group to which the amendment would create dissenters' rights; or

. for any amendment that adds, changes or deletes a greater quorum or
voting requirement, such greater percentage of votes as would be
required to take action under the quorum and voting requirements then in
effect or proposed, whichever is greater.

Under the IBCA, holders of the outstanding shares of a class are entitled to
vote as a separate voting group on amendments to the articles of incorporation
if the amendment would:

. increase or decrease the aggregate number of authorized shares of the
class;

. effect an exchange or reclassification (or the right of exchange) of
shares of that class into shares of another class;

. effect an exchange or reclassification (or the right of exchange) of
shares of another class into shares of that class;

. change the designation, rights, preferences or limitations of the shares
of the class;

. change the shares into a different number of shares of the same class;

. create a new class of shares having rights or preferences with respect
to distributions or dissolution that are prior, superior or
substantially equal to shares of that class;

. increase the rights, preferences or number of authorized shares of any
class that, after giving effect to the amendment, have rights or
preferences with respect to distributions or to dissolution that are
prior, superior or substantially equal to shares of that class;

. limit or deny an existing preemptive right of the shares; or

. cancel or otherwise affect rights to distributions or dividends that
have been accumulated by the shares but not yet declared.

The articles of incorporation of Brenton provide that they may be amended,
except for the provisions relating to the capital stock of Brenton and the
liability of shareholders, by a vote of the majority of the shares of capital
stock outstanding.

Brenton Bank

Under the IBA, the board of directors must first propose the amendment to
the articles of incorporation and direct that it be submitted to a vote at a
shareholders' meeting. Adoption of the amendment requires the

affirmative vote of the holders of a majority of the shares entitled to vote
thereon and, if any class is entitled to vote thereon as a class, the
affirmative vote of the holders of a majority of the shares of each class
entitled to vote thereon as a class.

Under the IBA, holders of the outstanding shares of a class are entitled to
vote as a separate voting group on amendments to the articles of incorporation
if the amendment would:

. increase or decrease the aggregate number of authorized shares of the
class;

. increase or decrease the par value of the shares of the class;

. effect an exchange or reclassification of shares of that class into
shares of another class or effects a cancellation of all or part of the
shares;

. effect an exchange or reclassification (or the right of exchange) of
shares of another class into shares of that class;

. change the designation, rights, preferences or limitations of the shares
of the class;

. change the shares into a different number of shares of the same class;

. create a new class of shares having rights or preferences with respect
to distributions or dissolution that are prior, superior or
substantially equal to shares of that class;

. limit or deny an existing preemptive right of the shares; or

. cancel or otherwise affect rights to distributions or dividends that
have been accumulated by the shares but not yet declared.

Wells Fargo

Under the DGCL, amendments to a corporation's certificate of incorporation
require the approval of the board of directors and stockholders holding a
majority of the outstanding stock of such class entitled to vote on such
amendment as a class, unless a different proportion is specified in the
certificate of incorporation or by other provisions of the DGCL.

Wells Fargo's restated certificate of incorporation may be amended only if
the proposed amendment is approved by Wells Fargo's board of directors and
thereafter approved by a majority of the outstanding stock entitled to vote
thereon and by a majority of the outstanding stock of each class entitled to
vote thereon as a class. Shares of Wells Fargo preferred stock and Wells Fargo
preference stock currently authorized in Wells Fargo's restated certificate of
incorporation may be issued by Wells Fargo's board of directors without
amending Wells Fargo's restated certificate of incorporation or otherwise
obtaining the approval of Wells Fargo's stockholders.

Amendment of Bylaws

Brenton

Under the IBCA, the shareholders of an Iowa corporation may amend or repeal
the corporation's bylaws. The corporation's board of directors may also amend
or repeal the bylaws unless the articles of incorporation or IBCA reserve this
power exclusively to the shareholders or the shareholders, in amending or
repealing a particular bylaw, provide expressly that the board of directors may
not amend or repeal it.

The articles of incorporation of Brenton provide that the board of directors
may amend the bylaws of Brenton.

Brenton Bank

The IBA provides that the power to adopt, amend or repeal bylaws is vested
in the board of directors unless it is reserved to the shareholders by the
articles of incorporation. The articles of incorporation of Brenton Bank do not
refer to the amendment of bylaws; therefore, this power remains vested in the
board of directors.

Wells Fargo

Under the DGCL, holders of a majority of the voting power of a corporation,
and, when provided in the certificate of incorporation, the directors of the
corporation, have the power to adopt, amend and repeal the bylaws of a
corporation.

Wells Fargo's bylaws generally provide for amendment by a majority of Wells
Fargo's board of directors or by a majority of the outstanding stock entitled
to vote thereon. However, Wells Fargo's bylaws require the affirmative vote or
consent of 80% of the common stock outstanding to amend a bylaw provision
related to maintaining local directorships at subsidiaries with which Wells
Fargo has an agreement to so maintain local directorships.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Wells Fargo Share Prices And Dividends

Wells Fargo common stock is listed on the New York Stock and Chicago Stock
Exchanges under the symbol "WFC." Before November 3, 1998, the common stock
traded under the symbol "NOB." The following table shows, for the periods
indicated, the high and low sales prices of Wells Fargo common stock on the
NYSE composite transactions reporting system and the cash dividends paid per
share.

Price Range
-----------
Dividends
High Low Paid
----- ----- ---------

1998
First Quarter..................................... 43.88 34.75 0.165
Second Quarter.................................... 43.75 34.00 0.165
Third Quarter..................................... 39.75 30.19 0.185
Fourth Quarter.................................... 40.88 30.19 0.185
1999
First Quarter..................................... 40.44 32.13 0.185
Second Quarter.................................... 44.88 34.38 0.200
Third Quarter..................................... 45.31 36.44 0.200
Fourth Quarter.................................... 49.94 38.38 0.200
2000
First Quarter..................................... 43.75 31.00 0.220
Second Quarter.................................... 47.75 37.31 0.220
Third Quarter (through )................... 0.220

The timing and amount of future dividends will depend on earnings, cash
requirements, the financial condition of Wells Fargo and its subsidiaries,
applicable government regulations and other factors deemed relevant by Wells
Fargo's board of directors in its discretion. As described in "Regulation And
Supervision Of Wells Fargo--Dividend Restrictions," various federal and state
laws limit the ability of affiliate banks to pay dividends to Wells Fargo.

Brenton Share Prices And Dividends

Brenton common stock trades on Nasdaq under the symbol "BRBK." The following
table shows, for the periods indicated, the high and low sales prices of
Brenton common stock and the cash dividends paid per share of Brenton and
Brenton Bank common stock. There is no established market for the common stock
of Brenton Bank.

Brenton Brenton Bank
----------- -----------------
Price Range
----------- Dividend Dividend
High Low Paid Paid
----- ----- -------- --------

1998
First Quarter............................. 18.18 14.87 0.070 12.100
Second Quarter............................ 19.09 16.74 0.079 12.100
Third Quarter............................. 22.05 16.59 0.082 12.100
Fourth Quarter............................ 17.39 14.32 0.086 12.100
1999
First Quarter............................. 15.91 11.82 0.086 12.310
Second Quarter............................ 17.25 12.55 0.086 12.310
Third Quarter............................. 17.00 11.63 0.087 11.000
Fourth Quarter............................ 15.00 9.00 0.087 10.000
2000
First Quarter............................. 12.00 8.19 0.087 7.242
Second Quarter............................ 14.63 7.44 0.087 7.242
Third Quarter (through )............. 0.087 7.242

EXPERTS

The consolidated financial statements of Wells Fargo & Company and
subsidiaries as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, incorporated by reference herein,
have been incorporated herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Brenton Banks, Inc. and
subsidiaries as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, incorporated by reference herein,
have been incorporated herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

OPINIONS

Share Issuance

Stanley S. Stroup, Executive Vice President and General Counsel of Wells
Fargo, has rendered a legal opinion that the shares of Wells Fargo common stock
offered hereby, when issued in accordance with the merger agreement, will be
validly issued, fully paid and nonassessable. Mr. Stroup beneficially owns
shares of Wells Fargo common stock and options to purchase additional shares of
Wells Fargo common stock. As of the date of this proxy statement-prospectus,
the total number of shares Mr. Stroup owns or has the right to acquire upon
exercise of his options is less than 0.1% of the outstanding shares of Wells
Fargo common stock.

Tax Matters

Sullivan & Cromwell, counsel to Brenton, has given an opinion regarding the
material U.S. federal income tax consequences of the holding company merger.
See "The Mergers--U.S. Federal Income Tax Consequences Of The Mergers--Holding
Company Merger."

WHERE YOU CAN FIND MORE INFORMATION

Registration Statement

Wells Fargo has filed a registration statement on Form S-4 to register with
the SEC the Wells Fargo common stock to be issued in the holding company merger
and the bank merger. This proxy statement-prospectus is part of that
registration statement. The registration statement, including the exhibits to
the registration statement, contains additional relevant information about
Wells Fargo and Wells Fargo common stock. As allowed by SEC rules, this proxy
statement-prospectus does not contain all of the information you can find in
the registration statement or the exhibits to the registration statement.

Other SEC Filings

Wells Fargo and Brenton file annual, quarterly and current reports, proxy
statements and other information with the SEC. Wells Fargo's and Brenton's SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You can also read and copy any document filed by Wells
Fargo or Brenton with the SEC at the following SEC locations:

Public Reference Room New York Regional Office Chicago Regional Office

450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511

You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Wells Fargo's SEC filings are also available from commercial document
retrieval services and from the New York and Chicago Stock Exchanges. For
information on obtaining copies of Wells Fargo's SEC filings at the New York
Stock Exchange, call (212) 656-5060, and at the Chicago Stock Exchange, call
(312) 663-2423.

Documents Incorporated By Reference

Some of the information you may want to consider in deciding how to vote on
the merger is not physically included in this document. Instead, the
information is "incorporated by reference" to documents that have been filed by
Wells Fargo with the SEC.

Wells Fargo Documents. This document incorporates by reference the Wells
Fargo SEC documents set forth below. All of the documents were filed under SEC
File No. 001-2979. Documents filed before November 3, 1998 were filed under the
name Norwest Corporation.

. Annual Report on Form 10-K for the year ended December 31, 1999,
including information specifically incorporated by reference into the
Form 10-K from Wells Fargo's 1999 Annual Report to Stockholders and
Wells Fargo's definitive Notice and Proxy Statement for Wells Fargo's
2000 Annual Meeting of Stockholders;

. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and
June 30, 2000;

. Current Reports on Form 8-K filed January 18, 2000, January 26, 2000,
April 12, 2000, April 18, 2000 and July 18, 2000;

. The description of Wells Fargo common stock contained in the Current
Report on Form 8-K filed October 14, 1997, including any amendment or
report filed to update such description;

. The description of preferred stock purchase rights contained in the
Registration Statement on Form 8-A dated October 21, 1998, including any
amendment or report filed to update such description; and

. All reports and definitive proxy or information statements filed by
Wells Fargo pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this proxy statement-
prospectus and before completion of the merger and the exchange of Wells
Fargo common stock for Brenton common stock.

Brenton Documents. This document incorporates by reference the Brenton SEC
documents set forth below. All of the documents were filed under SEC File No.
000-06216.

. Annual Report on Form 10-K for the year ended December 31, 1999,
including information specifically incorporated by reference into the
Form 10-K from Brenton's definitive Notice and Proxy Statement
(including the appendix) for Brenton's 2000 Annual Meeting of
Stockholders;

. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and
June 30, 2000;

. Current Report on Form 8-K filed July 13, 2000; and

. All reports and definitive proxy or information statements filed by
Brenton pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this proxy statement-prospectus
and before completion of the merger and the exchange of Wells Fargo
common stock for Brenton common stock.

Documents Available Without Charge

Wells Fargo and Brenton will provide, without charge, copies of any report
incorporated by reference into this document, excluding exhibits other than
those that are specifically incorporated by reference in this document. You may
obtain a copy of any document incorporated by reference by writing or calling
as follows:

Wells Fargo documents: Brenton documents:
Corporate Secretary Corporate Secretary
Wells Fargo & Company Brenton Banks, Inc.
MAC N9305-173 Suite 200, Capital Square
Sixth and Marquette 400 Locust Street
Minneapolis, MN 55479 Des Moines, Iowa 50309
(612) 667-8655 (515) 237-5232

To ensure delivery of the copies of the documents in time for the special
meeting, your request should be received by , 2000.

In deciding how to vote on the merger agreement, you should rely only on the
information contained or incorporated by reference in this document. Neither
Wells Fargo nor Brenton has authorized any person to provide you with any
information that is different from what is contained in this document. This
document is dated , 2000. You should not assume that the information
contained in this document is accurate as of any date other than such date, and
neither the mailing to you of this document nor the issuance to you of shares
of Wells Fargo common stock will create any implication to the contrary.

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

This document, including information incorporated by reference into this
document, may contain forward-looking statements about Wells Fargo and Brenton,
including one or more of the following:

. projections of revenues, income, earnings per share, capital
expenditures, dividends, capital structure or other financial items;

. descriptions of plans or objectives of management for future operations,
products or services;

. forecasts of future economic performance;

. descriptions of assumptions underlying or relating to any of the
foregoing.

Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. They often include words such
as "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of
similar meaning, or future or conditional verbs such as "will," "would,"
"should," "could" or "may."

Forward-looking statements consist of expectations or predictions of future
conditions, events or results. They are not guarantees of future performance.
By their nature, forward-looking statements are subject to risks and
uncertainties. There are a number of factors--many of which are beyond the
control of Wells Fargo--that could cause actual conditions, events or results
to differ significantly from those described in the forward-looking statements.

Wells Fargo's and Brenton's reports filed with the SEC, including Wells
Fargo's and Brenton's Forms 10-K for the year ended December 31, 1999, describe
some of these factors. For example, Wells Fargo's Form 10-K describes certain
credit, market, operational, liquidity, and interest rate risks associated with
Wells Fargo's business and operations. Other factors described in Wells Fargo's
Form 10-K include changes in business and economic conditions, competition,
fiscal and monetary policies, disintermediation, legislation (including
financial modernization legislation), the combination of the former Norwest
Corporation and the former Wells Fargo & Company, and other mergers and
acquisitions.

APPENDIX A

AGREEMENT
AND
PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into as of
the 6th day of July, 2000, by and between BRENTON BANKS, INC., an Iowa
corporation ("Company"), BRENTON BANK, an Iowa banking association ("Bank"),
and WELLS FARGO & COMPANY, a Delaware corporation ("Wells Fargo").

WHEREAS, the parties hereto desire to effect a reorganization whereby a
wholly-owned subsidiary of Wells Fargo ("Merger Co.") will merge with and into
Company (the "Merger") pursuant to an agreement and plan of merger (the "Merger
Agreement") in substantially the form attached hereto as Exhibit A-1, which
provides, among other things, for the conversion of the shares of Common Stock
of Company of the par value of $2.50 per share ("Company Common Stock")
outstanding immediately prior to the time the Merger becomes effective in
accordance with the provisions of the Merger Agreement into the right to
receive shares of voting Common Stock of Wells Fargo of the par value of $1-2/3
per share ("Wells Fargo Common Stock"), and

WHEREAS, Wells Fargo desires that, immediately following the Merger, Wells
Fargo will contribute its newly-formed, wholly-owned bank subsidiary ("Interim
Bank") to Company and, immediately thereafter, Interim Bank will merge with and
into Bank under the charter of Bank (the "Bank Merger") pursuant to an
agreement of merger (the "Bank Merger Agreement") in substantially the form
attached hereto as Exhibit A-2, which provides, among other things, for the
conversion and exchange of the shares of common stock of the Bank, par value of
$20 per share ("Bank Common Stock"), outstanding immediately prior to the time
the Bank Merger becomes effective in accordance with the provisions of the Bank
Merger Agreement and owned by shareholders other than Company into the right to
receive shares of Wells Fargo Common Stock, and

NOW, THEREFORE, to effect such reorganization and in consideration of the
premises and the mutual covenants and agreements contained herein, the parties
hereto do hereby represent, warrant, covenant and agree as follows:

1. Basic Plan of Reorganization

(a) Reorganization.

(i) Merger. Subject to the terms and conditions contained herein, Merger
Co. will be merged by statutory merger with and into Company pursuant to
the Merger Agreement, with Company as the surviving corporation, in which
merger each share of Company Common Stock outstanding immediately prior to
the Effective Time of the Merger (as defined in paragraph 1(e) below)
(other than shares as to which statutory dissenters' appraisal rights have
been exercised) will be converted into the right to receive, and exchanged
for certificates representing the number of shares of Wells Fargo Common
Stock determined by dividing $255,694,000 by the Wells Fargo Measurement
Price, and dividing the result thereof by the number of shares of Company
Common Stock then outstanding. The "Wells Fargo Measurement Price" is
defined as the average of the closing prices of a share of Wells Fargo
Common Stock on the New York Stock Exchange only, as reported by Bloomberg,
for each of the 15 consecutive trading days ending on the day immediately
preceding the meeting of Company shareholders required by paragraph 4(c)(i)
of this Agreement.

(ii) Bank Merger. Following the Effective Time of the Merger and on the
terms and conditions contained herein, Wells Fargo will contribute Interim
Bank to Company and, immediately thereafter, Interim Bank will be merged
with and into Bank under the charter of Bank pursuant to the Bank Merger

A-1

Agreement, in which Bank Merger each share of Bank Common Stock outstanding
immediately prior to the Effective Time of the Bank Merger (as defined in
paragraph 1(e) below) (other than shares owned by the Company or as to
which Iowa statutory dissenters' appraisal rights have been exercised) will
be converted into and exchanged for a number of shares of Wells Fargo
Common Stock determined by dividing $8,806,000 by the Wells Fargo
Measurement Price, and dividing the result thereof by the number of shares
of Bank Common Stock outstanding immediately prior to the time the Bank
Merger becomes effective in accordance with the provisions of the Bank
Merger Agreement and owned by shareholders other than Company.

(b) Conversion of Company Options. At the Effective Time of the Merger, each
option granted by Company to purchase shares of Company Common Stock under
Company's 1996 Stock Option Plan (the "Company Stock Option Plan") which is
outstanding and unexercised immediately prior to the Effective Date of the
Merger (each, a "Company Stock Option"), shall be converted automatically into
an option to purchase shares of Wells Fargo Common Stock (each, a "Substitute
Option") in an amount and at an exercise price determined as provided below
(and otherwise subject to the terms of the Company Stock Option Plan).

(i) The number of shares of Wells Fargo Common Stock to be subject to
the Substitute Option shall be the product of the number of shares of
Company Common Stock subject to the Company Stock Option and the number of
shares of Wells Fargo Common Stock issuable for each share of Company
Common Stock as determined in accordance with paragraph 1(a)(i) above (the
"Merger Exchange Ratio"), provided that any fractional shares of Wells
Fargo Common Stock resulting from such multiplication shall be rounded down
to the nearest whole share; and

(ii) The exercise price per share of Wells Fargo Common Stock under the
Substitute Option shall be equal to the exercise price per share of Company
Common Stock under the Company Stock Option divided by the Merger Exchange
Ratio, provided that such exercise price shall be rounded to the nearest
cent.

The adjustment provided herein with respect to any options that are
"incentive stock options" (as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")) shall be and is intended to be effected
in a manner which is consistent with Section 424(a) of the Code.

(c) Wells Fargo Common Stock Adjustments. If, between the date hereof and
the Effective Time of the Merger as defined below, shares of Wells Fargo Common
Stock shall be changed into a different number of shares or a different class
of shares by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or if a stock dividend thereon
shall be declared with a record date within such period (a "Common Stock
Adjustment"), then the number of shares of Wells Fargo Common Stock issuable
pursuant to subparagraphs (a) and (b) above, will be appropriately and
proportionately adjusted so that the number of such shares of Wells Fargo
Common Stock issuable in the Merger and the Bank Merger will equal the number
of shares of Wells Fargo Common Stock which holders of shares of Company Common
Stock would have received pursuant to such Common Stock Adjustment had the
record date therefor been immediately following the Effective Time of the
Merger.

(d) Fractional Shares. No fractional shares of Wells Fargo Common Stock and
no certificates or scrip certificates therefor shall be issued to represent any
such fractional interest, and any holder thereof shall be paid an amount of
cash equal to the product obtained by multiplying the fractional share interest
to which such holder is entitled by the average of the closing prices of a
share of Wells Fargo Common Stock on the New York Stock Exchange only as
reported by Bloomberg for each of the five (5) consecutive trading days ending
on the day immediately preceding the meeting of Company shareholders required
by paragraph 4(c)(i) of this Agreement.

(e) Mechanics of Closing Merger and the Bank Merger. Subject to the terms
and conditions set forth herein, the Merger Agreement shall be executed and it
or Articles of Merger or a Certificate of Merger shall be

A-2

filed with the Secretary of State of the State of Iowa within ten (10) business
days following the satisfaction or waiver of all conditions precedent set forth
in Sections 6 and 7 of this Agreement or on such other date as may be agreed to
by the parties (the "Closing Date"), provided that the Closing Date shall not
occur on the last business day of a calendar month. Each of the parties agrees
to use its best efforts to cause the Merger to be completed as soon as
practicable after the receipt of final regulatory approval of the Merger and
the expiration of all required waiting periods. The time that the filing
referred to in the first sentence of this paragraph is made is herein referred
to as the "Time of Filing." The day on which such filing is made and accepted
is herein referred to as the "Effective Date of the Merger." The "Effective
Time of the Merger" shall be 11:59 p.m. Des Moines, Iowa time on the Effective
Date of the Merger. At the Effective Time of the Merger on the Effective Date
of the Merger, the separate existence of Merger Co. shall cease and Merger Co.
will be merged with and into Company pursuant to the Merger Agreement. The Bank
Merger shall become effective at 12:01 a.m. (the "Effective Time of the Bank
Merger") on the date specified in the Bank Merger Agreement, which date shall
be the first business day after the Effective Date of the Merger (the
"Effective Date of the Bank Merger"). At the Effective Time of the Bank Merger
on the Effective Date of the Bank Merger, the separate existence of Interim
Bank shall cease and Interim Bank will be merged with and into Bank pursuant to
the Bank Merger Agreement.

The closing of the transactions contemplated by this Agreement and the
Merger Agreement (the "Closing") shall take place on the Closing Date at the
offices of Wells Fargo, Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota.

(f) Reservation of Right to Revise Structure. At Wells Fargo's election, the
Merger (or the Bank Merger) may alternatively be structured so that (1) Company
is merged with and into (or Bank is merged with) any other direct or indirect
wholly owned subsidiary of Wells Fargo, (2) any direct or indirect wholly owned
subsidiary of Wells Fargo is merged with and into Company (or merged with
Bank), or (3) Company is merged with and into Wells Fargo; provided, however,
that no such change shall (A) alter or change the amount or kind of
consideration to be issued to Company's shareholders in the Merger (or to
Bank's shareholders in the Bank Merger) or under such alternative structure
(the "Consideration"), (B) adversely affect the tax treatment of Company's
shareholders as a result of receiving the Consideration or prevent the parties
from obtaining the opinion referred to in paragraph 6(h), or (C) materially
impede or delay consummation of the Merger or the Bank Merger. In the event of
such election, the parties agree to execute an appropriate amendment to this
Agreement in order to reflect such election.

2. Representations and Warranties of Company and Bank. Company (and Bank,
but only as to representations and warranties concerning the Bank) represent
and warrant to Wells Fargo as follows:

(a) Organization and Authority. Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Iowa, is
duly qualified to do business and is in good standing in all jurisdictions
where its ownership or leasing of property or the conduct of its business
requires it to be so qualified and failure to be so qualified would have a
material adverse effect on Company and the Company Subsidiaries (as defined in
paragraph 2(b) below) taken as a whole and has corporate power and authority to
own its properties and assets and to carry on its business as it is now being
conducted. Company is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act") and a savings and loan holding
company under the Savings and Loan Holding Company Act (the "SLHC Act").
Company has furnished Wells Fargo true and correct copies of its articles of
incorporation and by-laws, as amended.

(b) Company's Subsidiaries. Schedule 2(b) sets forth a complete and correct
list of all of Company's subsidiaries as of the date hereof (individually a
"Company Subsidiary" and collectively the "Company Subsidiaries"), all shares
of the outstanding capital stock of each of which, except as set forth on
Schedule 2(b), are owned directly or indirectly by Company. No equity security
of any Company Subisidiary is or may

A-3

be required to be issued by reason of any option, warrant, scrip, preemptive
right, right to subscribe to, call or commitment of any character whatsoever
relating to, or security or right convertible into, shares of any capital stock
of such subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Company Subsidiary is bound to issue additional
shares of its capital stock, or any option, warrant or right to purchase or
acquire any additional shares of its capital stock. Subject to the Iowa
Business Corporation Act and the Iowa Banking Act, all of such shares so owned
by Company are fully paid and nonassessable and are owned by it free and clear
of any lien, claim, charge, option, encumbrance or agreement with respect
thereto. Each Company Subsidiary is a corporation or federal or state banking
association duly organized, validly existing, duly qualified to do business and
in good standing under the laws of its jurisdiction of incorporation, and has
corporate power and authority to own or lease its properties and assets and to
carry on its business as it is now being conducted. Except as set forth on
Schedule 2(b), Company does not own beneficially, directly or indirectly, more
than 5% of any class of equity securities or similar interests of any
corporation, bank, business trust, association or similar organization, and is
not, directly or indirectly, a partner in any partnership or party to any joint
venture.

(c) Capitalization. The authorized capital stock of Company consists of (i)
500,000 shares of preferred stock, par value $1.00 per share, of which, as of
the close of business on March 31, 2000, no shares were outstanding, and (ii)
50,000,000 shares of common stock, $2.50 par value, of which, as of the close
of business on March 31, 2000, 20,357,371 shares were outstanding. The
authorized capital stock of Bank consists of 1,000,000 shares of common stock,
par value $20 per share, of which as of the close of business on March 31,
2000, 345,200 shares were outstanding. As of the date hereof, there are
outstanding options to purchase an aggregate of 1,422,221 shares of Company
Common Stock under the Company Stock Option Plan. The maximum number of shares
of Company Common Stock (assuming for this purpose that phantom shares and
other share-equivalents constitute Company Common Stock) that would be
outstanding as of the Effective Date of the Merger if all options, warrants,
conversion rights and other rights with respect thereto were exercised is
21,783,222. All of the outstanding shares of capital stock of Company have been
duly and validly authorized and issued and are fully paid and nonassessable.
Except as set forth on Schedule 2(c), there are no outstanding subscriptions,
contracts, conversion privileges, options, warrants, calls, plans, preemptive
rights or other rights obligating Company or any Company Subsidiary to issue,
sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any
shares of capital stock of Company or any Company Subsidiary. Since March 31,
2000 no shares of Company capital stock have been purchased, redeemed or
otherwise acquired, directly or indirectly, by Company or any Company
Subsidiary and, except as set forth on Schedule 2(c), no dividends or other
distributions have been declared, set aside, made or paid to the shareholders
of Company.

(d) Authorization. Company has the corporate power and authority to enter
into this Agreement and the Merger Agreement and, subject to any required
approvals of its shareholders, to carry out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Merger Agreement by Company and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by the Board of
Directors of Company. Subject to such approvals of shareholders and of
government agencies and other governing boards having regulatory authority over
Company as may be required by statute or regulation, this Agreement and the
Merger Agreement are valid and binding obligations of Company enforceable
against Company in accordance with their respective terms.

Bank has the corporate power and authority to enter into this Agreement and
the Bank Merger Agreement and, subject to any required approvals of its
shareholders, to carry out its obligations hereunder and thereunder. The
execution, delivery and performance of this Agreement and the Bank Merger
Agreement by Bank and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by the Board of Directors of Bank.
Subject to such approvals of shareholders and of government agencies and other
governing boards having regulatory authority over Bank as may be required by
statute or regulation, this Agreement and the Bank Merger Agreement are valid
and binding obligations of Bank enforceable against Bank in accordance with
their respective terms.

A-4

Except as set forth on Schedule 2(d), neither the execution, delivery and
performance by Company and Bank of this Agreement, the Merger Agreement, or
Bank Merger Agreement, as applicable, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Company or Bank with any of
the provisions hereof or thereof, will (i) violate, conflict with, or result in
a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or acceleration of, or result in the creation of, any
lien, security interest, charge or encumbrance upon any of the properties or
assets of Company or any Company Subsidiary under any of the terms, conditions
or provisions of (x) its articles of incorporation or by-laws or (y) any
material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which Company or any Company
Subsidiary is a party or by which it may be bound, or to which Company or any
Company Subsidiary or any of the properties or assets of Company or any Company
Subsidiary may be subject, or (ii) subject to compliance with the statutes and
regulations referred to in the next paragraph, violate any statute, rule or
regulation or, to the best knowledge of Company, violate any judgment, ruling,
order, writ, injunction or decree applicable to Company or any Company
Subsidiary or any of their respective properties or assets.

Other than in connection or in compliance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Securities Act"), the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder (the "Exchange Act"), the securities or
blue sky laws of the various states or filings, consents, reviews,
authorizations, approvals or exemptions required under the BHC Act, the SLHC
Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR
Act") or the Bank Merger Act of 1960, as amended (the "Bank Merger Act"), and
filings and approvals required to effect the Merger and the Bank Merger under
Iowa law, no notice to, filing with, exemption or review by, or authorization,
consent or approval of, any public body or authority is necessary for the
consummation by Company of the transactions contemplated by this Agreement, the
Merger Agreement and the Bank Merger Agreement.

(e) Company Financial Statements. The consolidated balance sheets of Company
and Company's Subsidiaries as of December 31, 1999 and 1998 and related
consolidated statements of income, changes in shareholders' equity and
comprehensive income and cash flows for the three years ended December 31,
1999, together with the notes thereto, certified by KPMG LLP and included in
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (the "Company 10-K") as filed with the Securities and Exchange Commission
(the "SEC"), and the unaudited consolidated balance sheets of Company and
Company's Subsidiaries as of March 31, 2000 and the related unaudited
consolidated statements of income, changes in shareholders' equity and
comprehensive income and cash flows for the three months then ended included in
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000 as filed with the SEC (collectively, the "Company Financial Statements"),
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and present fairly (subject, in the case of
financial statements for interim periods, to normal recurring adjustments) the
consolidated financial position of Company and Company's Subsidiaries at the
dates and the consolidated results of operations and cash flows of Company and
Company's Subsidiaries for the periods stated therein.

(f) Reports. Since December 31, 1995, Company and each Company Subsidiary
has filed all reports, registrations and statements, together with any required
amendments thereto, that it was required to file, if any, with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements,
(ii) the Federal Reserve Board, (iii) the Federal Deposit Insurance Corporation
(the "FDIC"), (iv) the United States Comptroller of the Currency (the
"Comptroller"), (v) the Office of Thrift Supervision (the "OTS"), and (vi) any
applicable state securities or banking or thrift authorities. All such reports
and statements filed with any such regulatory body or authority are
collectively referred to herein as the "Company Reports." As of their
respective dates, the Company Reports complied in all material respects with
all the rules and regulations promulgated by the SEC, the Federal Reserve
Board, the FDIC, the Comptroller, the OTS and applicable state securities or
banking or thrift authorities, as the case may be, and did not contain any
untrue statement of a

A-5

material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Copies of all the
Company Reports have been made available to Wells Fargo by Company.

(g) Properties and Leases. Except as may be reflected in the Company
Financial Statements and except for any lien for current taxes not yet
delinquent, Company and each Company Subsidiary have good title free and clear
of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Company's
consolidated balance sheet as of March 31, 2000 included in Company's Quarterly
Report on Form 10-Q for the period then ended, and all real and personal
property acquired since such date, except such real and personal property as
has been disposed of in the ordinary course of business. All leases of real
property and all other leases material to Company or any Company Subsidiary
pursuant to which Company or such Company Subsidiary, as lessee, leases real or
personal property are valid and effective in accordance with their respective
terms, and there is not, under any such lease, any material existing default by
Company or such Company Subsidiary or any event which, with notice or lapse of
time or both, would constitute such a material default. Substantially all
Company's and each Company Subsidiary's buildings and equipment in regular use
have been well maintained and are in good and serviceable condition, reasonable
wear and tear excepted.

(h) Taxes. Each of Company and the Company Subsidiaries has filed all
federal, state, county, local and foreign tax returns, including information
returns, required to be filed by it, and paid all taxes owed by it, including
those with respect to income, withholding, social security, unemployment,
workers compensation, franchise, ad valorem, premium, excise and sales taxes,
and no taxes shown on such returns to be owed by it or assessments received by
it are delinquent. The federal income tax returns of Company and the Company
Subsidiaries for the fiscal year ended December 31, 1995, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. Except only as set forth on
Schedule 2(h), (i) neither Company nor any Company Subsidiary is a party to any
pending action or proceeding, nor is any such action or proceeding threatened
by any governmental authority, for the assessment or collection of taxes,
interest, penalties, assessments or deficiencies and (ii) no issue has been
raised by any federal, state, local or foreign taxing authority in connection
with an audit or examination of the tax returns, business or properties of
Company or any Company Subsidiary which has not been settled, resolved and
fully satisfied. Each of Company and the Company Subsidiaries has paid all
taxes owed or which it is required to withhold from amounts owing to employees,
creditors or other third parties. The consolidated balance sheet as of March
31, 2000, referred to in paragraph 2(e) hereof, includes adequate provision for
all accrued but unpaid federal, state, county, local and foreign taxes,
interest, penalties, assessments or deficiencies of Company and the Company
Subsidiaries with respect to all periods through the date thereof.

(i) Absence of Certain Changes. Since December 31, 1999 there has been no
change in the business, financial condition or results of operations of Company
or any Company Subsidiary, which has had, or may reasonably be expected to
have, a material adverse effect on the business, financial condition or results
of operations of Company and the Company Subsidiaries taken as a whole.

(j) Commitments and Contracts. Except as set forth on Schedule 2(j), neither
Company nor any Company Subsidiary is a party or subject to any of the
following (whether written or oral, express or implied):

(i) any employment contract or understanding (including any
understandings or obligations with respect to severance or termination pay,
liabilities or fringe benefits) with any present or former officer,
director, employee or consultant (other than those that are terminable at
will by Company or such Company Subsidiary);

(ii) any plan, contract or understanding providing for any bonus,
pension, option, deferred compensation, retirement payment, profit sharing
or similar arrangement with respect to any present or former officer,
director, employee or consultant;

A-6

(iii) any labor contract or agreement with any labor union;

(iv) any contract containing covenants that limit the ability of Company
or any Company Subsidiary to compete in any line of business or with any
person or which involve any restriction of the geographical area in which,
or method by which, Company or any Company Subsidiary may carry on its
business (other than as may be required by law or applicable regulatory
authorities);

(v) any other contract or agreement which is a "material contract"
within the meaning of Item 601(b)(10) of Regulation S-K; or

(vi) any real property lease and any other lease with annual rental
payments aggregating $50,000 or more; or

(vii) any agreement or commitment with respect to the Community
Reinvestment Act with any state or federal bank regulatory authority or any
other party; or

(viii) any current or past agreement, contract or understanding with any
current or former director, officer, employee, consultant, financial
adviser, broker, dealer, or agent providing for any rights of
indemnification in favor of such person or entity.

(k) Litigation and Other Proceedings. Company has furnished Wells Fargo
copies of (i) all attorney responses to the request of the independent auditors
for Company with respect to loss contingencies as of December 31, 1999 in
connection with the Company Financial Statements, and (ii) a written list of
legal and regulatory proceedings filed against Company or any Company
Subsidiary since said date. There is no pending or, to the best knowledge of
Company, threatened, claim, action, suit, investigation or proceeding, against
Company or any Company Subsidiary, nor is Company or any Company Subsidiary
subject to any order, judgment or decree, except for matters which, in the
aggregate, will not have, or cannot reasonably be expected to have, a material
adverse effect on the business, financial condition or results of operations of
Company and the Company Subsidiaries taken as a whole.

(l) Insurance. Company and each Company Subsidiary are presently insured,
and during each of the past five calendar years (or during such lesser period
of time as Company has owned such Company Subsidiary) have been insured, for
reasonable amounts with financially sound and reputable insurance companies
against such risks as companies engaged in a similar business would, in
accordance with good business practice, customarily be insured and has
maintained all insurance required by applicable law and regulation.

(m) Compliance with Laws. Company and each Company Subsidiary have all
permits, licenses, authorizations, orders and approvals of, and have made all
filings, applications and registrations with, federal, state, local or foreign
governmental or regulatory bodies that are required in order to permit it to
own or lease its properties and assets and to carry on its business as
presently conducted and that are material to the business of Company or such
Company Subsidiary; all such permits, licenses, certificates of authority,
orders and approvals are in full force and effect and, to the best knowledge of
Company, no suspension or cancellation of any of them is threatened; and all
such filings, applications and registrations are current. The conduct by
Company and each Company Subsidiary of its business and the condition and use
of its properties does not violate or infringe, in any respect material to any
such business, any applicable domestic (federal, state or local) or foreign
law, statute, ordinance, license or regulation. Neither Company nor any Company
Subsidiary is in default under any order, license, regulation or demand of any
federal, state, municipal or other governmental agency or with respect to any
order, writ, injunction or decree of any court. Except for statutory or
regulatory restrictions of general application and except as set forth on
Schedule 2(m), no federal, state, municipal or other governmental authority has
placed any restriction on the business or properties of Company or any Company
Subsidiary which reasonably could be expected to have a material adverse effect
on the business or properties of Company and the Company Subsidiaries taken as
a whole.

A-7

(n) Labor. No work stoppage involving Company or any Company Subsidiary is
pending or, to the best knowledge of Company, threatened. Neither Company nor
any Company Subsidiary is involved in, or threatened with or affected by, any
labor dispute, arbitration, lawsuit or administrative proceeding that could
materially and adversely affect the business of Company or such Company
Subsidiary. Employees of Company and the Company Subsidiaries are not
represented by any labor union nor are any collective bargaining agreements
otherwise in effect with respect to such employees.

(o) Material Interests of Certain Persons. Except as set forth on Schedule
2(o), to the best knowledge of Company, no officer or director of Company or
any Company Subsidiary, or any "associate" (as such term is defined in Rule
l4a-1 under the Exchange Act) of any such officer or director, has any interest
in any material contract or property (real or personal), tangible or
intangible, used in or pertaining to the business of Company or any Company
Subsidiary.

Schedule 2(o) sets forth a correct and complete list of any loan from
Company or any Company Subsidiary to any present officer, director, employee or
any associate or related interest of any such person which was required under
Regulation O of the Federal Reserve Board to be approved by or reported to
Company's or such Company Subsidiary's Board of Directors.

(p) Company Benefit Plans.

(i) Schedule 2(p)(i) sets forth each employee benefit plan with respect
to which Company or any Company Subsidiary contributes, sponsors or
otherwise has any obligation (the "Plans"). For purposes of this Section
2(p) and Schedule 2(p)(i), "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and the term "Plan" or "Plans" means all
employee benefit plans as defined in Section 3(3) of ERISA, and all other
benefit arrangements including, without limitation, any plan, program,
agreement, policy or commitment providing for insurance coverage of
employees, workers' compensation, disability benefits, supplemental
unemployment benefits, vacation benefits, retirement benefits, severance or
termination of employment benefits, life, health, death, disability or
accidental benefits.

(ii) Except as disclosed on Schedule 2(p)(ii), no Plan is a
"multiemployer plan" within the meaning of Section 3(37) of ERISA.

(iii) Except as disclosed on Schedule 2(p)(iii), no Plan promises or
provides health or life benefits to retirees or former employees except as
required by federal continuation of coverage laws or similar state laws.

(iv) Except as disclosed on Schedule 2(p)(iv), (a) each Plan is and has
been in all material respects operated and administered in accordance with
its provisions and applicable law including, if applicable, ERISA and the
Code; (b) all reports and filings with governmental agencies (including but
not limited to the Department of Labor, Internal Revenue Service, Pension
Benefit Guaranty Corporation and the SEC) required in connection with each
Plan have been timely made; (c) all disclosures and notices required by law
or Plan provisions to be given to participants and beneficiaries in
connection with each Plan have been properly and timely made; (d) there are
no actions, suits or claims pending, other than routine uncontested claims
for benefits with respect to each Plan; and (e) each Plan intended to be
qualified under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service stating that the
Plan is tax qualified under Section 401(a) of the Code and Company knows of
no reason that any such Plan is not qualified within the meaning of Section
401(a) of the Code and knows of no reason that each related Plan trust is
not exempt from taxation under Section 501(a) of the Code.

(v) Except as disclosed on Schedule 2(p)(v), (a) all contributions,
premium payments and other payments required to be made in connection with
the Plans as of the date of this Agreement have been made; (b) a proper
accrual has been made on the books of Company for all contributions,
premium payments and other payments due in the current fiscal year but not
made as of the date of this Agreement; (c) no contribution, premium payment
or other payment has been made in support of any Plan that is in excess of
the allowable deduction for federal income tax purposes for the year with
respect to which the

A-8

contribution was made (whether under Sections 162, 404, 419, 419A of the
Code or otherwise); and (d) with respect to each Plan that is subject to
Section 301 of ERISA or Section 412 of the Code, Company is not liable for
any accumulated funding deficiency as that term is defined in Section 412
of the Code and the present value of all benefits vested and all benefits
accrued under each Plan do not, in each case, exceed the assets of the Plan
allocable to such vested or accrued benefits as of the end of the most
recent Plan year.

(vi) Except as disclosed on Schedule 2(p)(vi) and to best knowledge of
Company, no Plan or any trust created thereunder, nor any trustee,
fiduciary or administrator thereof, has engaged in a "prohibited
transaction," as such term is defined in Section 4975 of the Code or
Section 406 of ERISA or violated any of the fiduciary standards under Part
4 of Title 1 of ERISA which could subject such Plan or trust, or any
trustee, fiduciary or administrator thereof, or any party dealing with any
such Plan or trust, to a tax penalty or prohibited transactions imposed by
Section 4975 of the Code or would result in material liability to Company
and the Company Subsidiaries as a whole.

(vii) No Plan subject to Title IV of ERISA or any trust created
thereunder has been terminated, nor have there been any "reportable events"
as that term is defined in Section 4043 of ERISA, with respect to any Plan,
other than those events which may result from the transactions contemplated
by this Agreement and the Merger Agreement.

(viii) Except as disclosed on Schedule 2(p)(viii), neither the execution
and delivery of this Agreement and the Merger Agreement nor the
consummation of the transactions contemplated hereby and thereby will (a)
result in any material payment (including, without limitation, severance,
unemployment compensation, golden parachute or otherwise) becoming due to
any director or employee or former employee of Company under any Plan or
otherwise, (b) materially increase any benefits otherwise payable under any
Plan, or (c) result in the acceleration of the time of payment or vesting
of any such benefits to any material extent.

(ix) Except as disclosed on Schedule 2(p)(ix), Company has not made any
payments or transfers of property, is not obligated to make any payments or
transfers of property, nor is it a party to any agreement that under
certain circumstances could obligate it to make any payments or transfers
of property that will not be deductible under section 280G of the Code.

(q) Proxy Statement, etc. None of the information regarding Company and the
Company Subsidiaries supplied or to be supplied by Company for inclusion or
incorporation in (i) a Registration Statement on Form S-4 and the prospectus
included therein to be filed with the SEC by Wells Fargo for the purpose of
registering the shares of Wells Fargo Common Stock to be exchanged for shares
of Company Common Stock and Bank Common Stock pursuant to the provisions of the
Merger Agreement and the Bank Merger Agreement (the "Registration Statement"),
(ii) the proxy statement included in the Registration Statement to be mailed to
Company's shareholders in connection with the meeting to be called to consider
the Merger and to Bank's shareholders in connection with the meeting to be
called to consider the Bank Merger (the "Proxy Statement") and (iii) any other
documents to be filed with the SEC or any regulatory authority in connection
with the transactions contemplated hereby, by the Merger Agreement, or by the
Bank Merger Agreement, will, at the respective times such Registration
Statement, Proxy Statement and other documents are filed with the SEC or any
regulatory authority and, in the case of the Registration Statement, when it
becomes effective and, with respect to the Proxy Statement, when mailed, and,
in the case of the Proxy Statement or any amendment thereof or supplement
thereto, at the time of the meeting of shareholders referred to in paragraph
4(c)(i), and at the Effective Time of the Merger, contain any untrue statement
of a material fact, or omit to state a material fact required to be stated
therein or necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. All documents which
Company and the Company Subsidiaries are responsible for filing with the SEC
and any other regulatory authority in connection with the Merger and the Bank
Merger will comply as to form in all material respects with the provisions of
applicable law.

A-9

(r) Registration Obligations. Except as set forth on Schedule 2(r), neither
Company nor any Company Subsidiary is under any obligation, contingent or
otherwise, by reason of any agreement to register any of its securities under
the Securities Act.

(s) Brokers and Finders. Except for Keefe, Bruyette and Woods, Inc., neither
Company nor any Company Subsidiary nor any of their respective officers,
directors or employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no broker or finder has acted directly or indirectly for
Company or any Company Subsidiary, in connection with this Agreement and the
Merger Agreement or the transactions contemplated hereby and thereby.

(t) Fiduciary Activities. Company and each Company Subsidiary has properly
administered in all respects material and which could reasonably be expected to
be material, to the financial condition of Company and the Company Subsidiaries
taken as a whole all accounts for which it acts as a fiduciary, including but
not limited to accounts for which it serves as a trustee, agent, custodian,
personal representative, guardian, conservator or investment advisor, in
accordance with the terms of the governing documents and applicable state and
federal law and regulation and common law. Neither Company, any Company
Subsidiary, nor to the best knowledge of either of them, any director, officer
or employee of Company or any Company Subsidiary has committed any breach of
trust with respect to any such fiduciary account which is material to, or could
reasonably be expected to be material to, the financial condition of Company
and the Company Subsidiaries taken as a whole, and the accountings for each
such fiduciary account are true and correct in all material respects and
accurately reflect the assets of such fiduciary account.

(u) No Defaults. Neither Company nor any Company Subsidiary is in default,
nor has any event occurred that, with the passage of time or the giving of
notice, or both, would constitute a default, under any material agreement,
indenture, loan agreement or other instrument to which it is a party or by
which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Company and the Company Subsidiaries, taken as a
whole. To the best of Company's knowledge, all parties with whom Company or any
Company Subsidiary has material leases, agreements or contracts or who owe to
Company or any Company Subsidiary material obligations other than those arising
in the ordinary course of the banking business of the Company Subsidiaries are
in compliance therewith in all material respects.

(v) Environmental Liability. There is no legal, administrative, or other
proceeding, claim, or action of any nature seeking to impose, or that could
result in the imposition of, on Company or any Company Subsidiary, any
liability relating to the release of hazardous substances as defined under any
local, state or federal environmental statute, regulation or ordinance
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), pending or to
the best of Company's knowledge, threatened against Company or any Company
Subsidiary the result of which has had or could reasonably be expected to have
a material adverse effect upon Company and Company's Subsidiaries taken as a
whole; to the best of Company's knowledge, there is no reasonable basis for any
such proceeding, claim or action; and to the best of Company's knowledge
neither Company nor any Company Subsidiary is subject to any agreement, order,
judgment, or decree by or with any court, governmental authority or third party
imposing any such environmental liability. Company has provided Wells Fargo
with copies of all environmental assessments, reports, studies and other
related information in its possession with respect to each bank facility and
each non-residential OREO property.

3. Representations and Warranties of Wells Fargo. Wells Fargo represents and
warrants to Company and Bank as follows:

(a) Organization and Authority. Wells Fargo is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
is duly qualified to do business and is in good standing in all jurisdictions
where its ownership or leasing of property or the conduct of its business
requires it to be so qualified and failure to be so qualified would have a
material adverse effect on Wells Fargo and its subsidiaries

A-10

taken as a whole and has corporate power and authority to own its properties
and assets and to carry on its business as it is now being conducted. Wells
Fargo is registered as a bank holding company and a financial holding company
with the Federal Reserve Board under the BHC Act.

(b) Wells Fargo Subsidiaries. Schedule 3(b) sets forth a complete and
correct list as of December 31, 1999, of Wells Fargo's Significant Subsidiaries
(as defined in Regulation S-X promulgated by the SEC), but excluding Norwest
Venture Partners VI, LP (individually a "Wells Fargo Subsidiary" and
collectively the "Wells Fargo Subsidiaries"), all shares of the outstanding
capital stock of each of which, except as set forth on Schedule 3(b), are owned
directly or indirectly by Wells Fargo. No equity security of any Wells Fargo
Subsidiary is or may be required to be issued to any person or entity other
than Wells Fargo by reason of any option, warrant, scrip, preemptive right,
right to subscribe to, call or commitment of any character whatsoever relating
to, or security or right convertible into, shares of any capital stock of such
subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Wells Fargo Subsidiary is bound to issue additional
shares of its capital stock, or options, warrants or rights to purchase or
acquire any additional shares of its capital stock. Subject to 12 U.S.C. (S) 55
(1982), all of such shares so owned by Wells Fargo are fully paid and
nonassessable and are owned by it free and clear of any lien, claim, charge,
option, encumbrance or agreement with respect thereto. Each Wells Fargo
Subsidiary is a corporation or national banking association duly organized,
validly existing, duly qualified to do business and in good standing under the
laws of its jurisdiction of incorporation, and has corporate power and
authority to own or lease its properties and assets and to carry on its
business as it is now being conducted.

(c) Wells Fargo Capitalization. As of December 31, 1999, the authorized
capital stock of Wells Fargo consists of (i) 20,000,000 shares of Preferred
Stock, without par value, of which as of the close of business on December 31,
1999, 3,732 shares of ESOP Cumulative Convertible Preferred Stock, at $1,000
stated value, 11,990 shares of 1995 ESOP Cumulative Convertible Preferred
Stock, at $1,000 stated value, 12,011 shares of 1996 ESOP Cumulative
Convertible Preferred Stock, at $1,000 stated value, 10,839 shares of 1997 ESOP
Cumulative Convertible Preferred Stock, at $1,000 stated value, 8,386 shares of
1998 ESOP Cumulative Convertible Preferred Stock, $1,000 stated value, 22,263
shares of 1999 ESOP Cumulative Convertible Preferred Stock, $1,000 stated
value, 1,500,000 shares of Adjustable-Rate Cumulative Preferred Stock, Series
B, $50 stated value, and 4,000,000 shares of 6.59% Adjustable Rate
Noncumulative Preferred Stock, Series H, $50 stated value, were outstanding;
(ii) 4,000,000 shares of Preference Stock, without par value, of which as of
the close of business on December 31, 1999, no shares were outstanding; and
(iii) 4,000,000,000 shares of Common Stock, $1-2/3 par value, of which as of
the close of business on December 31, 1999, 1,626,849,541 shares were
outstanding and 39,245,724 shares were held in the treasury. All of the
outstanding shares of capital stock of Wells Fargo have been duly and validly
authorized and issued and are fully paid and nonassessable.

(d) Authorization. Wells Fargo has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Wells Fargo and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of Wells Fargo. No approval or consent by the
stockholders of Wells Fargo is necessary for the execution and delivery of this
Agreement and the Merger Agreement and the consummation of the transactions
contemplated hereby and thereby. Subject to such approvals of government
agencies and other governing boards having regulatory authority over Wells
Fargo as may be required by statute or regulation, this Agreement is a valid
and binding obligation of Wells Fargo enforceable against Wells Fargo in
accordance with its terms.

Neither the execution, delivery and performance by Wells Fargo of this
Agreement or the Merger Agreement, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Wells Fargo with any of the
provisions hereof or thereof, will (i) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or acceleration of, or result in the creation of any
lien, security interest, charge or

A-11

encumbrance upon any of the properties or assets of Wells Fargo or any Wells
Fargo Subsidiary under any of the terms, conditions or provisions of, (x) its
certificate of incorporation or by-laws or (y) any material note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which Wells Fargo or any Wells Fargo Subsidiary is
a party or by which it may be bound, or to which Wells Fargo or any Wells Fargo
Subsidiary or any of the properties or assets of Wells Fargo or any Wells Fargo
Subsidiary may be subject, or (ii) subject to compliance with the statutes and
regulations referred to in the next paragraph, violate any statute, rule or
regulation or, to the best knowledge of Wells Fargo, violate any judgment,
ruling, order, writ, injunction or decree applicable to Wells Fargo or any
Wells Fargo Subsidiary or any of their respective properties or assets.

Other than in connection with or in compliance with the provisions of the
Securities Act, the Exchange Act, the securities or blue sky laws of the
various states or filings, consents, reviews, authorizations, approvals or
exemptions required under the BHC Act, the HSR Act, or the Bank Merger Act, and
filings and approvals required to effect the Merger and the Bank Merger under
Iowa law, no notice to, filing with, exemption or review by, or authorization,
consent or approval of, any public body or authority is necessary for the
consummation by Wells Fargo of the transactions contemplated by this Agreement
and the Merger Agreement.

(e) Wells Fargo Financial Statements. The consolidated balance sheets of
Wells Fargo and Wells Fargo's subsidiaries as of December 31, 1999 and 1998 and
related consolidated statements of income, changes in stockholders' equity and
comprehensive income, and cash flows for the three years ended December 31,
1999, together with the notes thereto, audited by KPMG LLP and included in
Wells Fargo's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (the "Wells Fargo 10-K") as filed with the SEC, and the unaudited
consolidated balance sheets of Wells Fargo and its subsidiaries as of March 31,
2000 and the related unaudited consolidated statements of income, changes in
stockholders' equity and comprehensive income, and cash flows for the three
months then ended included in Wells Fargo's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000, as filed with the SEC (collectively,
the "Wells Fargo Financial Statements"), have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis and
present fairly (subject, in the case of financial statements for interim
periods, to normal recurring adjustments) the consolidated financial position
of Wells Fargo and its subsidiaries at the dates and the consolidated results
of operations, changes in financial position and cash flows of Wells Fargo and
its subsidiaries for the periods stated therein.

(f) Reports. Since December 31, 1995, Wells Fargo and each Wells Fargo
Subsidiary has filed all reports, registrations and statements, together with
any required amendments thereto, that it was required to file with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements,
(ii) the Federal Reserve Board, (iii) the FDIC, (iv) the Comptroller and (v)
any applicable state securities or banking authorities. All such reports and
statements filed with any such regulatory body or authority are collectively
referred to herein as the "Wells Fargo Reports." As of their respective dates,
the Wells Fargo Reports complied in all material respects with all the rules
and regulations promulgated by the SEC, the Federal Reserve Board, the FDIC,
the Comptroller and any applicable state securities or banking authorities, as
the case may be, and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

(g) Properties and Leases. Except as may be reflected in the Wells Fargo
Financial Statements and except for any lien for current taxes not yet
delinquent, Wells Fargo and each Wells Fargo Subsidiary has good title free and
clear of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Wells Fargo's
consolidated balance sheet as of March 31, 2000 included in Wells Fargo's
Quarterly Report on Form 10-Q for the period then ended, and all real and
personal property acquired since such date, except such real and personal
property that has been disposed of in the ordinary course of business. All
leases of real property and all other leases material to Wells Fargo or any
Wells Fargo Subsidiary pursuant to which Wells Fargo or such Wells Fargo
Subsidiary, as lessee, leases real or personal property, are valid and
effective in accordance with their respective terms, and there is not, under
any such

A-12

lease, any material existing default by Wells Fargo or such Wells Fargo
Subsidiary or any event which, with notice or lapse of time or both, would
constitute such a material default. Substantially all Wells Fargo's and each
Wells Fargo Subsidiary's buildings and equipment in regular use have been well
maintained and are in good and serviceable condition, reasonable wear and tear
excepted.

(h) Taxes. Each of Wells Fargo and the Wells Fargo Subsidiaries has filed
all material federal, state, county, local and foreign tax returns, including
information returns, required to be filed by it, and paid or made adequate
provision for the payment of all taxes owed by it, including those with respect
to income, withholding, social security, unemployment, workers compensation,
franchise, ad valorem, premium, excise and sales taxes, and no taxes shown on
such returns to be owed by it or assessments received by it are delinquent. The
federal income tax returns of Wells Fargo and the Wells Fargo Subsidiaries for
the fiscal year ended December 31, 1982, and for all fiscal years prior
thereto, are for the purposes of routine audit by the Internal Revenue Service
closed because of the statute of limitations, and no claims for additional
taxes for such fiscal years are pending. Except only as set forth on Schedule
3(h), (i) neither Wells Fargo nor any Wells Fargo Subsidiary is a party to any
pending action or proceeding, nor to Wells Fargo's knowledge is any such action
or proceeding threatened by any governmental authority, for the assessment or
collection of taxes, interest, penalties, assessments or deficiencies that
could reasonably be expected to have any material adverse effect on Wells Fargo
and its subsidiaries taken as a whole, and (ii) no issue has been raised by any
federal, state, local or foreign taxing authority in connection with an audit
or examination of the tax returns, business or properties of Wells Fargo or any
Wells Fargo Subsidiary that has not been settled, resolved and fully satisfied,
or adequately reserved for. Each of Wells Fargo and the Wells Fargo
Subsidiaries has paid all taxes owed or which it is required to withhold from
amounts owing to employees, creditors or other third parties.

(i) Absence of Certain Changes. Since December 31, 1999, there has been no
change in the business, financial condition or results of operations of Wells
Fargo or any Wells Fargo Subsidiary which has had, or may reasonably be
expected to have, a material adverse effect on the business, financial
condition or results of operations of Wells Fargo and its subsidiaries taken as
a whole.

(j) Commitments and Contracts. Except as set forth on Schedule 3(j), as of
December 31, 1999 neither Wells Fargo nor any Wells Fargo Subsidiary is a party
or subject to any of the following (whether written or oral, express or
implied):

(i) any labor contract or agreement with any labor union;

(ii) any contract not made in the ordinary course of business containing
covenants which materially limit the ability of Wells Fargo or any Wells
Fargo Subsidiary to compete in any line of business or with any person or
which involve any material restriction of the geographical area in which,
or method by which, Wells Fargo or any Wells Fargo Subsidiary may carry on
its business (other than as may be required by law or applicable regulatory
authorities);

(iii) any other contract or agreement which is a "material contract"
within the meaning of Item 601(b)(10) of Regulation S-K.

(k) Litigation and Other Proceedings. There is no pending or, to the best
knowledge of Wells Fargo, threatened, claim, action, suit, investigation or
proceeding, against Wells Fargo or any Wells Fargo Subsidiary nor is Wells
Fargo or any Wells Fargo Subsidiary subject to any order, judgment or decree,
except for matters which, in the aggregate, will not have, or cannot reasonably
be expected to have, a material adverse effect on the business, financial
condition or results of operations of Wells Fargo and its subsidiaries taken as
a whole.

(l) Insurance. Wells Fargo and each Wells Fargo Subsidiary is presently
insured or self-insured, and during each of the past five calendar years (or
during such lesser period of time as Wells Fargo has owned such Wells Fargo
Subsidiary) has been insured or self-insured, for reasonable amounts with
financially sound and reputable insurance companies against such risks as
companies engaged in a similar business would, in

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accordance with good business practice, customarily be insured and has
maintained all insurance required by applicable law and regulation.

(m) Compliance with Laws. Wells Fargo and each Wells Fargo Subsidiary has
all permits, licenses, authorizations, orders and approvals of, and has made
all filings, applications and registrations with, federal, state, local or
foreign governmental or regulatory bodies that are required in order to permit
it to own or lease its properties or assets and to carry on its business as
presently conducted and that are material to the business of Wells Fargo or
such Wells Fargo Subsidiary; all such permits, licenses, certificates of
authority, orders and approvals are in full force and effect, and to the best
knowledge of Wells Fargo, no suspension or cancellation of any of them is
threatened; and all such filings, applications and registrations are current.
The conduct by Wells Fargo and each Wells Fargo Subsidiary of its business and
the condition and use of its properties does not violate or infringe, in any
respect material to any such business, any applicable domestic (federal, state
or local) or foreign law, statute, ordinance, license or regulation. Neither
Wells Fargo nor any Wells Fargo Subsidiary is in default under any order,
license, regulation or demand of any federal, state, municipal or other
governmental agency or with respect to any order, writ, injunction or decree
of any court. Except for statutory or regulatory restrictions of general
application, no federal, state, municipal or other governmental authority has
placed any restrictions on the business or properties of Wells Fargo or any
Wells Fargo Subsidiary or issued any cease-and-desist or similar orders which
reasonably could be expected to have a material adverse effect on the business
or properties of Wells Fargo and its subsidiaries taken as a whole.

(n) Labor. No work stoppage involving Wells Fargo or any Wells Fargo
Subsidiary is pending or, to the best knowledge of Wells Fargo, threatened.
Neither Wells Fargo nor any Wells Fargo Subsidiary is involved in, or
threatened with or affected by, any labor dispute, arbitration, lawsuit or
administrative proceeding that could materially and adversely affect the
business of Wells Fargo or such Wells Fargo Subsidiary. Except as set forth on
Schedule 3(j), employees of Wells Fargo and the Wells Fargo Subsidiaries are
not represented by any labor union nor are any collective bargaining
agreements otherwise in effect with respect to such employees.

(o) Wells Fargo Benefit Plans.

(i) For purposes of this Section 3(o), the term "Wells Fargo Plan" or
"Wells Fargo Plans" means all employee benefit plans as defined in Section
3(3) of ERISA, to which Wells Fargo contributes, sponsors, or otherwise has
any obligations.

(ii) No Wells Fargo Plan is a "multiemployer plan" within the meaning of
Section 3(37) of ERISA.

(iii) Each Wells Fargo Plan is and has been in all material respects
operated and administered in accordance with its provisions and applicable
law, including, if applicable, ERISA and the Code.

(iv) Except as set forth on Schedule 3(o), each Wells Fargo Plan
intended to be qualified under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service stating
that the Wells Fargo Plan (including all amendments) is tax qualified under
Section 401(a) of the Code and Wells Fargo knows of no reason that any such
Wells Fargo Plan is not qualified within the meaning of Section 401(a) of
the Code and knows of no reason that each related Wells Fargo Plan trust is
not exempt from taxation under Section 501(a) of the Code.

(v) All contributions, premium payments, and other payments required to
be made in connection with the Wells Fargo Plans as of the date of this
Agreement have been made.

(vi) With respect to each Wells Fargo Plan that is subject to Section
301 of ERISA or Section 412 of the Code, neither Wells Fargo nor any Wells
Fargo Subsidiary is liable for any accumulated funding deficiency as that
term is defined in Section 412 of the Code.

(vii) The present value of all benefits vested and all benefits accrued
under each Wells Fargo Plan that is subject to Title IV of ERISA does not,
in each case, exceed the value of the assets of the Wells Fargo Plans
allocable to such vested or accrued benefits as of the end of the most
recent Plan Year.

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(p) Registration Statement, etc. None of the information regarding Wells
Fargo and its subsidiaries supplied or to be supplied by Wells Fargo for
inclusion in (i) the Registration Statement, (ii) the Proxy Statement, or (iii)
any other documents to be filed with the SEC or any regulatory authority in
connection with the transactions contemplated hereby or by the Merger Agreement
will, at the respective times such Registration Statement, Proxy Statement and
other documents are filed with the SEC or any regulatory authority and, in the
case of the Registration Statement, when it becomes effective and, with respect
to the Proxy Statement, when mailed, and, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the meeting of
shareholders referred to in paragraph 4(c)(i), and at the Effective Time of the
Merger contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading. All documents which Wells Fargo and the Wells Fargo
Subsidiaries are responsible for filing with the SEC and any other regulatory
authority in connection with the Merger will comply as to form in all material
respects with the provisions of applicable law.

(q) Brokers and Finders. Neither Wells Fargo nor any Wells Fargo Subsidiary
nor any of their respective officers, directors or employees has employed any
broker or finder or incurred any liability for any financial advisory fees,
brokerage fees, commissions or finder's fees, and no broker or finder has acted
directly or indirectly for Wells Fargo or any Wells Fargo Subsidiary in
connection with this Agreement and the Merger Agreement or the transactions
contemplated hereby and thereby.

(r) No Defaults. Neither Wells Fargo nor any Wells Fargo Subsidiary is in
default, nor has any event occurred that, with the passage of time or the
giving of notice, or both, would constitute a default under any material
agreement, indenture, loan agreement or other instrument to which it is a party
or by which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Wells Fargo and its subsidiaries taken as a whole.
To the best of Wells Fargo's knowledge, all parties with whom Wells Fargo or
any Wells Fargo Subsidiary has material leases, agreements or contracts or who
owe to Wells Fargo or any Wells Fargo Subsidiary material obligations, other
than those arising in the ordinary course of the banking business of the Wells
Fargo Subsidiaries are in compliance therewith in all material respects.

(s) Environmental Liability. There is no legal, administrative, or other
proceeding, claim, or action of any nature seeking to impose, or that could
result in the imposition, on Wells Fargo or any Wells Fargo Subsidiary of any
liability relating to the release of hazardous substances as defined under any
local, state or federal environmental statute, regulation or ordinance
including, without limitation, CERCLA, pending or to the best of Wells Fargo's
knowledge, threatened against Wells Fargo or any Wells Fargo Subsidiary, the
result of which has had or could reasonably be expected to have a material
adverse effect upon Wells Fargo and its subsidiaries taken as a whole; to the
best of Wells Fargo's knowledge, there is no reasonable basis for any such
proceeding, claim or action; and to the best of Wells Fargo's knowledge,
neither Wells Fargo nor any Wells Fargo Subsidiary is subject to any agreement,
order, judgment, or decree by or with any court, governmental authority or
third party imposing any such environmental liability.

(t) Merger Co. As of the Closing Date, Merger Co. will be a corporation duly
organized, validly existing, duly qualified to do business and in good standing
under the laws of its jurisdiction of incorporation, and will have corporate
power and authority to own or lease its properties and assets and to carry on
its business. As of the Closing Date, the execution, delivery and performance
by Merger Co. of the Merger Agreement will have been duly authorized by Merger
Co.'s Board of Directors and shareholders, and the Merger Agreement will be a
valid and binding obligation of Merger Co., enforceable against Merger Co. in
accordance with its terms.

(u) Interim Bank. As of the Closing Date, Interim Bank will be a corporation
duly organized, validly existing, duly qualified to do business and in good
standing under the laws of its jurisdiction of incorporation, and will have
corporate power and authority to own or lease its properties and assets and to
carry on its business. As of the Closing Date, the execution, delivery and
performance by Interim Bank of the Bank Merger Agreement will have been duly
authorized by Interim Bank's Board of Directors and shareholders, and the

A-15

Bank Merger Agreement will be a valid and binding obligation of Interim Bank,
enforceable against Interim Bank in accordance with its terms.

4. Covenants of Company. Company covenants and agrees with Wells Fargo as
follows:

(a) Affirmative Covenants. Except as otherwise permitted or required by this
Agreement, from the date hereof until the Effective Time of the Merger,
Company, and each Company Subsidiary will: maintain its corporate existence in
good standing; maintain the general character of its business and conduct its
business in its ordinary and usual manner; extend credit in accordance with
existing lending policies, except that it shall not, without the prior written
consent of Wells Fargo (which shall be deemed to be waived if Wells Fargo has
made no response by the end of the second complete business day following the
receipt, as evidenced by confirmed facsimile, of the request by the
representative designated in writing by Wells Fargo), (A) make any new loan or
modify, restructure or renew any existing loan (except pursuant to commitments
made prior to the date of this Agreement) to any borrower if the amount of the
resulting loan, when aggregated with all other loans or extensions of credit to
such person (other than consumer-purpose loans and loans which are for less
than $100,000), would be in excess of $1,500,000, or (B) make any extensions of
credit aggregating in excess of $750,000 to a person or entity that is not a
borrower as of the date hereof or that has not been a borrower within twelve
months prior to the date hereof; maintain proper business and accounting
records in accordance with generally accepted principles; maintain its
properties in good repair and condition, ordinary wear and tear excepted;
maintain in all material respects presently existing insurance coverage; use
its best efforts to preserve its business organization intact, to keep the
services of its present principal employees and to preserve its good will and
the good will of its suppliers, customers and others having business
relationships with it; use its best efforts to obtain any approvals or consents
required to maintain existing leases and other contracts in effect following
the Merger; comply in all material respects with all laws, regulations,
ordinances, codes, orders, licenses and permits applicable to the properties
and operations of Company and each Company Subsidiary the non-compliance with
which reasonably could be expected to have a material adverse effect on Company
and the Company Subsidiaries taken as a whole; and permit Wells Fargo and its
representatives (including KPMG LLP) to examine its and its subsidiaries books,
records and properties and to interview officers, employees and agents at all
reasonable times when it is open for business. No such examination by Wells
Fargo or its representatives either before or after the date of this Agreement
shall in any way affect, diminish or terminate any of the representations,
warranties or covenants of Company herein expressed.

(b) Negative Covenants. Except as otherwise contemplated or required by this
Agreement, from the date hereof until the Effective Time of the Merger, Company
and each Company Subsidiary will not (without the prior written consent of
Wells Fargo): amend or otherwise change its articles of incorporation or
association or by-laws; issue or sell or authorize for issuance or sale, or
grant any options or make other agreements with respect to the issuance or sale
or conversion of, any shares of its capital stock, phantom shares or other
share-equivalents, or any other of its securities (except as required under
existing Plans and outstanding Company Stock Options); authorize or incur any
long-term debt (other than deposit liabilities); mortgage, pledge or subject to
lien or other encumbrance any of its properties, except in the ordinary course
of business; enter into any material agreement, contract or commitment in
excess of $50,000 except banking transactions in the ordinary course of
business and in accordance with policies and procedures in effect on the date
hereof; make any investments except investments made by bank subsidiaries in
the ordinary course of business of Treasury securities only for terms of up to
two years and in amounts of $1,000,000 or less; amend or terminate any Plan
except as required by law or by paragraph 4(j) hereof; make any contributions
to any Plan except as required by the terms of such Plan in effect as of the
date hereof; declare, set aside, make or pay any dividend or other distribution
with respect to its capital stock except (A) Company may declare and pay
dividends on Company Common Stock, in accordance with applicable law and
regulation and consistent with past practice, out of the net earnings of
Company between the date hereof and the Effective Date of the Merger,
determined in accordance with generally accepted accounting principles, in an
amount not to exceed an annualized rate of $0.35 provided, however, that the
stockholders of Company shall be entitled to a dividend as determined by
Company after consultation with Wells Fargo on Company Common Stock or Wells
Fargo Common Stock, but not both, in the calendar quarter in which the Closing
shall occur, and (B) any dividend declared by a Company

A-16

Subsidiary's Board of Directors in accordance with applicable law and
regulation; redeem, purchase or otherwise acquire, directly or indirectly, any
of the capital stock of Company; increase the compensation of any officers,
directors or executive employees, except pursuant to existing compensation
plans and practices; sell or otherwise dispose of any shares of the capital
stock of any Company Subsidiary; or sell or otherwise dispose of any of its
assets or properties other than in the ordinary course of business.

(i) The Board of Directors of Company will duly call, and will cause to
be held not later than twenty-five (25) business days following the
effective date of the Registration Statement, a meeting of its shareholders
and will direct that this Agreement and the Merger Agreement be submitted
to a vote at such meeting. The Board of Directors of Company will (i) cause
proper notice of such meeting to be given to its shareholders in compliance
with the Iowa Business Corporation Act and other applicable law and
regulation, (ii) except to the extent that the Board of Directors of
Company shall conclude in good faith, after taking into account the advice
of its outside counsel, that to do so would violate its fiduciary
obligations under applicable law, (A) recommend by the affirmative vote of
the Board of Directors a vote in favor of approval of this Agreement and
the Merger Agreement, and (B) use its best efforts to solicit from its
shareholders proxies in favor thereof.

(ii) The Board of Directors of Bank will duly call, and will cause to be
held not later than twenty-five (25) business days following the effective
date of the Registration Statement, a meeting of its shareholders and will
direct that this Agreement and the Bank Merger Agreement be submitted to a
vote at such meeting. The Board of Directors of Bank will (i) cause proper
notice of such meeting to be given to its shareholders in compliance with
all applicable law and regulation, (ii) recommend by the affirmative vote
of the Board of Directors a vote in favor of approval of this Agreement and
Bank Merger Agreement, and (iii) use its best efforts to solicit from its
shareholders proxies in favor thereof.

(d) Information Furnished by Company. Company will furnish or cause to be
furnished to Wells Fargo all the information concerning Company and the Company
Subsidiaries required for inclusion in the Registration Statement, or any
statement or application made by Wells Fargo to any governmental body in
connection with the transactions contemplated by this Agreement. Any financial
statement for any fiscal year provided under this paragraph must include the
audit opinion and the consent of KPMG LLP to use such opinion in such
Registration Statement.

(e) Approvals. Company will take all necessary corporate and other action
and use its best efforts to obtain all approvals of regulatory authorities,
consents and other approvals required of Company to carry out the transactions
contemplated by this Agreement and will cooperate with Wells Fargo to obtain
all such approvals and consents required of Wells Fargo.

(f) Delivery of Closing Documents. Company will use its best efforts to
deliver to the Closing all opinions, certificates and other documents required
to be delivered by it at the Closing.

(g) Confidential Information. Company will hold in confidence all documents
and information concerning Wells Fargo and its subsidiaries furnished to
Company and its representatives in connection with the transactions
contemplated by this Agreement and will not release or disclose such
information to any other person, except as required by law and except to
Company's outside professional advisers in connection with this Agreement, with
the same undertaking from such professional advisers. If the transactions
contemplated by this Agreement shall not be consummated, such confidence shall
be maintained and such information shall not be used in competition with Wells
Fargo (except to the extent that such information was previously known to
Company, in the public domain, or later acquired by Company from other sources
not known to Company to be subject to a confidentiality obligation to Wells
Fargo) and, upon request, all such documents and any copies thereof and all
documents prepared by Company that include such confidential information shall
be destroyed, excluding documents such as minutes of meetings and regulatory
filings that Company is required to retain.

A-17

(h) Competing Transactions. Neither Company, nor any Company Subsidiary, nor
any director, officer, representative or agent thereof, will, directly or
indirectly, solicit, authorize the solicitation of or except to the extent that
the Board of Directors of Company shall conclude in good faith, after taking
into account the written advice of its outside counsel, that to fail to do so
could reasonably be determined to violate its fiduciary obligations under
applicable law, enter into any discussions with any corporation, partnership,
person or other entity or group (other than Wells Fargo) concerning any offer
or possible offer (i) to purchase any shares of common stock, any option or
warrant to purchase any shares of common stock, any securities convertible into
any shares of such common stock, or any other equity security of Company or any
Company Subsidiary, (ii) to make a tender or exchange offer for any shares of
such common stock or other equity security, (iii) to purchase, lease or
otherwise acquire the assets of Company or any Company Subsidiary except in the
ordinary course of business, or (iv) to merge, consolidate or otherwise combine
with Company or any Company Subsidiary. If any corporation, partnership, person
or other entity or group makes an offer or inquiry to Company or any Company
Subsidiary concerning any of the foregoing, Company or such Company Subsidiary
will promptly disclose such offer or inquiry to Wells Fargo.

(i) Public Disclosure. Company shall consult with Wells Fargo as to the form
and substance of any proposed press release or other proposed public disclosure
of matters related to this Agreement or any of the transactions contemplated
hereby.

(j) Benefit Plans. Company and each Company Subsidiary will take all action
necessary or required (i) to amend as of the Effective Date of the Merger, if
requested by Wells Fargo, all qualified retirement and welfare benefit plans
and all non-qualified benefit plans and compensation arrangements (except
severance plans and individual severance and employment agreements) to
facilitate the merger of such plans with Wells Fargo plans without gaps in
coverage for participants in the plans and without duplication of costs caused
by the continuation of such plans after coverage is available under Wells Fargo
plans, and (ii) to submit an application to the Internal Revenue Service for a
favorable determination letter for each of the Plans that is subject to the
qualification requirements of Section 401(a) of the Code prior to the Effective
Date of the Merger.

(k) Affiliate Letters. Company shall use its best efforts to obtain and
deliver prior to the Effective Date of the Merger signed representations
substantially in the form attached hereto as Exhibit B to Wells Fargo by each
executive officer, director or shareholder of Company who may reasonably be
deemed an "affiliate" of Company within the meaning of such term as used in
Rule 145 under the Securities Act.

(l) Accruals and Reserves. Company shall establish, immediately prior to the
Effective Time of the Merger, such additional accruals and reserves as may be
necessary (i) to conform Company's accounting and credit loss reserve practices
and methods to those of Wells Fargo, consistent with Wells Fargo's plans with
respect to the conduct of Company's business following the Merger and (ii) to
the extent permitted by generally accepted accounting principles, to provide
for the costs and expenses relating to the consummation by Company of the
Merger and the other transactions contemplated by this Agreement.

(m) Environmental Assessments. Company shall obtain, at its sole expense,
Phase I environmental assessments for each owned bank facility and each non-
residential OREO property. Company shall use its reasonable best efforts to
deliver oral reports of such environmental assessments to Wells Fargo no later
than four (4) weeks and written reports no later than eight (8) weeks from the
date of this Agreement. Company shall obtain, at its sole expense, Phase II
environmental assessments for properties identified by Wells Fargo on the basis
of the results of such Phase I environmental assessments. Company shall obtain
a survey and assessment of all potential asbestos containing material in owned
or leased real properties (other than OREO property) and shall use its
reasonable best efforts to deliver a written report of the results to Wells
Fargo within four (4) weeks of execution of this Agreement.

(n) Title Commitments and Boundary Surveys. Company shall obtain, at its
sole expense, commitments for title insurance and boundary surveys for each
owned bank facility which Company shall use its reasonable best efforts to
deliver to Wells Fargo no later than four (4) weeks from the date of this
Agreement.

A-18

(o) Company Stock Option Plan. Company shall collect in cash (and timely
pay) all applicable withholding and payroll taxes with respect to any options,
awards and stock appreciation rights exercised under the Company Stock Option
Plan prior to the Effective Time of the Merger, and shall comply with all
payroll reporting requirements with respect thereto. All outstanding Company
Stock Options that remain unexercised at the Effective Time of the Merger shall
be converted into Substitute Options pursuant to paragraph 1(b) hereof as of
the Effective Time of the Merger.

(p) Section 16 Reporting Requirements. The Board of Directors of Company
shall, prior to the Effective Time of the Merger, take all such actions as may
be necessary or appropriate pursuant to Exchange Act Rule 16b-3(e) to exempt
(i) the conversion of Company Common Stock and Company Stock Options into Wells
Fargo Common Stock and options to purchase Wells Fargo Common Stock, as the
case may be, and (ii) the acquisition of Wells Fargo Common Stock or options to
purchase Wells Fargo Common Stock, as the case may be, pursuant to the terms of
this Agreement by officers and directors of Company subject to the reporting
requirements of Section 16(a) of the Exchange Act. Company shall provide to
counsel for Wells Fargo copies of the resolutions to be adopted by the Board of
Directors of Company to implement the foregoing.

5. Covenants of Wells Fargo. Wells Fargo covenants and agrees with Company
as follows:

(a) Affirmative Covenants. From the date hereof until the Effective Time of
the Merger, Wells Fargo will maintain its corporate existence in good standing;
conduct, and cause the Wells Fargo Subsidiaries to conduct, their respective
businesses in compliance with all material obligations and duties imposed on
them by all laws, governmental regulations, rules and ordinances, and judicial
orders, judgments and decrees applicable to Wells Fargo or the Wells Fargo
Subsidiaries, their businesses or their properties; maintain all books and
records of it and the Wells Fargo Subsidiaries, including all financial
statements, in accordance with the accounting principles and practices
consistent with those used for the Wells Fargo Financial Statements, except for
changes in such principles and practices required under generally accepted
accounting principles.

(b) Information Provided by Wells Fargo. Wells Fargo will furnish to Company
all the information concerning Wells Fargo required for inclusion in a proxy
statement or statements to be sent to the shareholders of Company, or in any
statement or application made by Company to any governmental body in connection
with the transactions contemplated by this Agreement.

(c) Registration Statement. As promptly as practicable after the execution
of this Agreement, Wells Fargo will file with the SEC the Registration
Statement and any other applicable documents, relating to the shares of Wells
Fargo Common Stock to be delivered to the shareholders of Company pursuant to
the Merger Agreement and to the minority shareholders of Bank pursuant to the
Bank Merger Agreement, and will use its best efforts to cause the Registration
Statement to become effective. At the time the Registration Statement becomes
effective, the Registration Statement will comply in all material respects with
the provisions of the Securities Act and the published rules and regulations
thereunder, and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not false or misleading, and at the time of mailing
thereof to the Company and Bank shareholders, at the time of the Company and
Bank shareholders' meetings referred to in paragraph 4(c) hereof and at the
Effective Time of the Merger the prospectus included as part of the
Registration Statement, as amended or supplemented by any amendment or
supplement filed by Wells Fargo (hereinafter the "Prospectus"), will not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not false or misleading;
provided, however, that none of the provisions of this subparagraph shall apply
to statements in or omissions from the Registration Statement or the Prospectus
made in reliance upon and in conformity with information furnished by Company
or any Company Subsidiary for use in the Registration Statement or the
Prospectus. In advance of filing the Registration Statement and other SEC
filings relating to the transactions contemplated by this Agreement, Wells
Fargo will provide the Company and its counsel with a copy of the Registration
Statement and present an opportunity to comment thereon.

A-19

(d) Stock Exchange Listings. Wells Fargo will file all documents required to
be filed to list the Wells Fargo Common Stock to be issued pursuant to the
Merger Agreement and the Bank Merger Agreement on the New York Stock Exchange
and the Chicago Stock Exchange and use its best efforts to effect said
listings.

(e) Wells Fargo Shares. The shares of Wells Fargo Common Stock to be issued
by Wells Fargo to the shareholders of Company pursuant to this Agreement and
the Merger Agreement and to the minority shareholders of Bank pursuant to this
Agreement and the Bank Merger Agreement will, upon such issuance and delivery
to said shareholders pursuant to the Merger Agreement or the Bank Merger
Agreement, be duly authorized, validly issued, fully paid and nonassessable.
The shares of Wells Fargo Common Stock to be delivered to the shareholders of
Company pursuant to the Merger Agreement and to the minority shareholders of
Bank pursuant to the Bank Merger Agreement are and will be free of any
preemptive rights of the stockholders of Wells Fargo.

(f) Blue Sky Approvals. Wells Fargo will file all documents required to
obtain, prior to the Effective Time of the Merger, all necessary Blue Sky
permits and approvals, if any, required to carry out the transactions
contemplated by this Agreement, will pay all expenses incident thereto and will
use its best efforts to obtain such permits and approvals.

(g) Approvals. Wells Fargo will take all necessary corporate and other
action and file all documents required to obtain and will use its best efforts
to obtain all approvals of regulatory authorities, consents and approvals
required of it to carry out the transactions contemplated by this Agreement and
will cooperate with Company to obtain all such approvals and consents required
by Company.

(h) Confidential Information. Wells Fargo will hold in confidence all
documents and information concerning Company and Company's Subsidiaries
furnished to it and its representatives in connection with the transactions
contemplated by this Agreement and will not release or disclose such
information to any other person, except as required by law and except to its
outside professional advisers in connection with this Agreement, with the same
undertaking from such professional advisers. If the transactions contemplated
by this Agreement shall not be consummated, such confidence shall be maintained
and such information shall not be used in competition with Company (except to
the extent that such information was previously known to Wells Fargo, in the
public domain, or later acquired by Wells Fargo from other sources not known to
Wells Fargo to be subject to a confidentiality obligation to Company) and, upon
request, all such documents and any copies thereof Company and all documents
prepared by Wells Fargo that include such confidential information shall be
destroyed, excluding documents such as minutes of meetings and regulatory
filings that Wells Fargo is required to retain.

(i) Merger Filings. Wells Fargo will file any documents or agreements
required to be filed in connection with the Merger and the Bank Merger under
the Iowa Business Corporation Act.

(j) Delivery of Closing Documents. Wells Fargo will use its best efforts to
deliver to the Closing all opinions, certificates and other documents required
to be delivered by it at the Closing.

(k) Public Disclosure. Wells Fargo shall consult with Company as to the form
and substance of any proposed press release or other proposed public disclosure
of matters related to this Agreement or any of the transactions contemplated
hereby.

(l) Notice of Regulatory Approvals. Wells Fargo shall give Company notice of
receipt of the regulatory approvals referred to in paragraph 7(e).

(m) Indemnification; Directors and Officers Insurance. With respect to the
indemnification of directors and officers, Wells Fargo agrees as follows:

(i) Following the Effective Date of the Merger, Wells Fargo shall
indemnify, defend and hold harmless any person who is now, or has been at
any time prior to the date hereof, or who becomes prior to

A-20

the Effective Time of the Merger, a director or officer of Company or any
Company Subsidiary (an "Indemnified Party" and, collectively, the
"Indemnified Parties"), to the same extent as Company is obligated to
indemnify, defend and hold harmless the Indemnified Parties in Company's
articles of incorporation or bylaws or similar governing documents of any
Company Subsidiary, as applicable in the particular case and as in effect
on the date hereof, with respect to claims arising from (A) facts or events
that occurred before the Effective Time of the Merger, or (B) this
Agreement or any of the transactions contemplated by this Agreement,
whether in any case asserted or arising before or after the Effective Time
of the Merger. Nothing contained in this paragraph 5(m)(i) shall be deemed
to preclude the liquidation, consolidation, or merger of Company or any
Company Subsidiary, in which case all of such rights to indemnification and
limitations on liability shall be deemed to survive and continue as
contractual rights notwithstanding any such liquidation or consolidation or
merger; provided, however, that in the event of liquidation or sale of
substantially all of the assets of Company, Wells Fargo shall guarantee, to
the extent of the net asset value of Company or any Company Subsidiary as
of the Effective Date of the Merger, the indemnification obligations of
Company or any Company Subsidiary to the extent of indemnification
obligations of Company and the Company Subsidiaries described above.
Notwithstanding anything to the contrary contained in this paragraph
5(m)(i), nothing contained herein shall require Wells Fargo to indemnify
any person who was a director or officer of Company or any Company
Subsidiary to a greater extent than Company or any Company Subsidiary is,
as of the date of this Agreement, required to indemnify any such person;

(ii) any Indemnified Party wishing to claim indemnification under
paragraph 5(m)(i), upon learning of any such claim, action, suit,
proceeding, or investigation, shall promptly notify Wells Fargo thereof,
but the failure to so notify shall not relieve Wells Fargo of any liability
it may have to such Indemnified Party. In the event of any such claim,
action, suit, proceeding, or investigation (whether arising before or after
the Effective Time of the Merger) (A) Wells Fargo shall have the right to
assume the defense thereof and Wells Fargo shall not be liable to any
Indemnified Party for any legal expenses of other counsel or any other
expenses subsequently incurred by such Indemnified Party in connection with
the defense thereof, except that if Wells Fargo elects not to assume such
defense or counsel for the Indemnified Party advises that there are issues
which raise conflicts of interest between Wells Fargo and the Indemnified
Party, the Indemnified Party may retain counsel satisfactory to them, and
Wells Fargo shall pay the reasonable fees and expenses of such counsel for
the Indemnified Party promptly as statements therefor are received,
provided, however, that Wells Fargo shall be obligated pursuant to this
subparagraph (ii) to pay for only one firm of counsel for all Indemnified
Parties in any jurisdiction unless the use of one counsel for such
Indemnified Parties would present such counsel with a conflict of interest,
and (B) such Indemnified Party shall cooperate in the defense of any such
matter;

(iii) for a period of six years after the Effective Time of the Merger,
Wells Fargo shall use its best efforts to cause to be maintained in effect
the current policies of directors' and officers' liability insurance
maintained by Company (provided that Wells Fargo may substitute therefor
policies of at least the same coverage and amount containing terms and
conditions which are substantially no less advantageous) with respect to
claims arising from facts or events which occurred before the Effective
Time of the Merger; provided, however, that in no event shall Wells Fargo
be obligated to expend, in order to maintain or provide insurance coverage
pursuant to this paragraph 5(m)(iii), any amount per annum in excess of
150% of the amount of the annual premiums paid as of the date hereof by
Company for such insurance (the "Maximum Amount") and provided further
that, prior to the Effective Time of the Merger, Company shall notify the
appropriate directors' and officers' liability insurers of the Merger and
of all pending or threatened claims, actions, suits, proceedings or
investigations asserted or claimed against any Indemnified Party, or
circumstances likely to give rise thereto to the extent known to the
Company, in accordance with terms and conditions of the applicable
policies. If the amount of the annual premiums necessary to maintain or
procure such insurance coverage exceeds the Maximum Amount, Wells Fargo
shall use reasonable efforts to maintain the most advantageous policies of
directors' and officers' insurance obtainable for an annual premium equal
to the Maximum Amount;

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(iv) if Wells Fargo or any of its successors or assigns (A) shall
consolidate with or merge into any other corporation or entity and shall
not be the continuing or surviving corporation or entity of such
consolidation or merger or (B) shall transfer all or substantially all of
its properties and assets to any individual, corporation or other entity,
then and in each such case, proper provision shall be made so that the
successors and assigns of Wells Fargo shall assume the obligations set
forth in this paragraph 5(m); and

(v) the provisions of this paragraph 5(m) are intended to be for the
benefit of, and shall be enforceable by, each Indemnified Party and his or
her heirs and representatives.

6. Conditions Precedent to Obligation of Company. The obligation of Company
to effect the Merger shall be subject to the satisfaction at or before the Time
of Filing of the following further conditions, which may be waived in writing
by Company:

(a) Representations and Warranties. Except as they may be affected by
transactions contemplated hereby and except to the extent such representations
and warranties are by their express provisions made as of a specified date and
except for activities or transactions after the date of this Agreement made in
the ordinary course of business and not expressly prohibited by this Agreement,
the representations and warranties contained in paragraph 3 hereof shall be
true and correct in all respects material to Wells Fargo and its subsidiaries
taken as a whole as if made at the Time of Filing.

(b) Performance of Wells Fargo Obligations. Wells Fargo shall have, or shall
have caused to be, performed and observed in all material respects all
covenants, agreements and conditions hereof to be performed or observed by it
and Merger Co. at or before the Time of Filing.

(c) Wells Fargo Compliance Certificate. Company shall have received a
favorable certificate, dated as of the Effective Date of the Merger, signed by
the Chairman, the President or any Executive Vice President or Senior Vice
President and by the Secretary or Assistant Secretary of Wells Fargo, as to the
matters set forth in subparagraphs (a) and (b) of this paragraph 6.

(d) Shareholder Approvals. This Agreement, the Merger Agreement and the Bank
Merger Agreement shall have been approved by the affirmative vote of the
holders of the percentage of the outstanding shares of Company and the Bank,
respectively, required for approval of a plan of merger in accordance with the
provisions of Company's Articles of Incorporation and Bank's Articles of
Association, respectively, and the Iowa Business Corporation Act.

(e) Governmental Approvals. Wells Fargo shall have received approval by the
Federal Reserve Board and by such other governmental agencies as may be
required by law of the transactions contemplated by this Agreement, the Merger
Agreement and the Bank Merger Agreement and all waiting and appeal periods
prescribed by applicable law or regulation shall have expired.

(f) No Restraining Order, Etc. No court or governmental authority of
competent jurisdiction shall have issued an order restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated by this
Agreement.

(g) Shares Authorized for Listing. The shares of Wells Fargo Common Stock to
be delivered to the stockholders of Company pursuant to this Agreement, the
Merger Agreement and the Bank Merger Agreement shall have been authorized for
listing on the New York Stock Exchange and the Chicago Stock Exchange.

(h) Tax Opinion. Company shall have received an opinion, dated the Closing
Date, of Sullivan & Cromwell, special counsel to Company, substantially to the
effect that, for federal income tax purposes: (i) the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code; (ii) no gain
or loss will be recognized by the holders of Company Common Stock upon receipt
of Wells Fargo Common Stock except for cash received in lieu of fractional
shares; (iii) the basis of the Wells Fargo Common Stock received by the
shareholders of Company will be the same as the basis of Company Common Stock
exchanged therefor;

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and (iv) the holding period of the shares of Wells Fargo Common Stock received
by the shareholders of Company will include the holding period of the Company
Common Stock, provided such shares of Company Common Stock were held as a
capital asset as of the Effective Time of the Merger. For purposes of such
opinion, Sullivan & Cromwell may request and rely upon representations of Wells
Fargo, the Company and the Bank, and may in addition rely on certain
assumptions.

(i) Registration Statement Effective; No Stop Order, Etc.; Blue Sky
Authorizations Received. The Registration Statement (as amended or
supplemented) shall have become effective under the Securities Act and shall
not be subject to any stop order, and no action, suit, proceeding or
investigation by the SEC to suspend the effectiveness of the Registration
Statement shall have been initiated and be continuing, or have been threatened
and be unresolved. Wells Fargo shall have received all state securities law or
blue sky authorizations necessary to carry out the transactions contemplated by
this Agreement.

(j) Fairness Opinion. Prior to the mailing of the Proxy Statement, Company
and the Board of Directors of Company shall have received an opinion of The
Keefe, Bruyette and Woods, Inc. addressed to Company and the Board of Directors
of Company, and for their exclusive benefit, for inclusion in said Proxy
Statement and dated effective as of the date of mailing of such Proxy
Statement, based on such matters as of Keefe, Bruyette and Woods, Inc. deems
appropriate or necessary, to the effect that the consideration to be received
by stockholders of Company pursuant to the Merger is fair from a financial
point of view. Company shall promptly provide a copy of such opinion to Wells
Fargo upon receipt.

(k) No Material Adverse Change. Since March 31, 2000, no change shall have
occurred and no circumstances shall exist which has had or might reasonably be
expected to have a material adverse effect on the financial condition, results
of operations, business or prospects of Wells Fargo and the Wells Fargo
subsidiaries taken as a whole (other than changes in banking laws or
regulations, or interpretations thereof, that affect the banking industry
generally or changes in the general level of interest rates).

7. Conditions Precedent to Obligation of Wells Fargo. The obligation of
Wells Fargo to effect the Merger and the Bank Merger shall be subject to the
satisfaction at or before the Time of Filing of the following conditions, which
may be waived in writing by Wells Fargo:

(a) Representations and Warranties. Except as they may be affected by
transactions contemplated hereby and except to the extent such representations
and warranties are by their express provisions made as of a specified date and
except for activities or transactions or events occurring after the date of
this Agreement made in the ordinary course of business and not expressly
prohibited by this Agreement, the representations and warranties contained in
paragraph 2 hereof shall be true and correct in all respects material to
Company and the Company Subsidiaries taken as a whole as if made at the Time of
Filing.

(b) Performance of Company Obligations. Company shall have, or shall have
caused to be, performed and observed in all material respects all covenants,
agreements and conditions hereof to be performed or observed by it at or before
the Time of Filing.

(c) Shareholder Approvals. This Agreement, the Merger Agreement and the Bank
Merger Agreement shall have been approved by the affirmative vote of the
holders of the percentage of the outstanding shares of Company and the Bank,
respectively, required for approval of a plan of merger in accordance with the
provisions of Company's Articles of Incorporation and Bank's Articles of
Association, respectively, and the Iowa Business Corporation Act.

(d) Company's Compliance Certificate. Wells Fargo shall have received a
favorable certificate dated as of the Effective Date of the Merger signed by
the Chairman or President and by the Secretary or Assistant Secretary of
Company, as to the matters set forth in subparagraphs (a) through (c) of this
paragraph 7.

(e) Governmental Approvals. Wells Fargo shall have received approval by all
governmental agencies as may be required by law of the transactions
contemplated by this Agreement, the Merger Agreement and the

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Bank Merger Agreement and all waiting and appeal periods prescribed by
applicable law or regulation shall have expired. No approvals, licenses or
consents granted by any regulatory authority shall contain any condition or
requirement relating to Company or any Company Subsidiary that, in the good
faith judgment of Wells Fargo, is unreasonably burdensome to Wells Fargo. For
purposes of this paragraph 7(e), a divestiture required as a condition to
approval by the Federal Reserve Board of the transactions contemplated by this
Agreement shall not be deemed to be unreasonably burdensome if such divestiture
is consistent with Department of Justice and Federal Reserve Board guidelines,
policies, and practices regarding the merger of bank holding companies that
have been used in transactions that have been reviewed within two years prior
to the date of this Agreement.

(f) Consents, Authorizations, Etc. Obtained. Company and each Company
Subsidiary shall have obtained any and all material consents or waivers from
other parties to loan agreements, leases or other contracts material to
Company's or such Company Subsidiary's business required for the consummation
of the Merger and Bank Merger, and Company and each Company Subsidiary shall
have obtained any and all material permits, authorizations, consents, waivers
and approvals required for the lawful consummation by it of the Merger and Bank
Merger.

(g) No Restraining Order, etc. No court or governmental authority of
competent jurisdiction shall have issued an order restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated by this
Agreement.

(h) Number of Outstanding Shares. At any time since the date hereof the
total number of shares of Company Common Stock outstanding and subject to
issuance upon exercise (assuming for this purpose that phantom shares and other
share-equivalents constitute Company Common Stock) of all warrants, options,
conversion rights, phantom shares or other share-equivalents, other than any
option held by Wells Fargo, shall not have exceeded 23,000,000.

(i) Registration Statement Effective; No Stop Order, etc.; Blue Sky
Authorizations Received. The Registration Statement (as amended or
supplemented) shall have become effective under the Securities Act and shall
not be subject to any stop order, and no action, suit, proceeding or
investigation by the SEC to suspend the effectiveness of the Registration
Statement shall have been initiated and be continuing, or have been threatened
or be unresolved. Wells Fargo shall have received all state securities law or
blue sky authorizations necessary to carry out the transactions contemplated by
this Agreement.

(j) Comfort Certificate. Wells Fargo shall have received from the Chief
Executive Officer and Chief Financial Officer of Company a letter, dated as of
the effective date of the Registration Statement and updated through the date
of Closing, in form and substance satisfactory to Wells Fargo, to the effect
that:

(i) the interim quarterly financial statements of Company included or
incorporated by reference in the Registration Statement are prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with the audited financial statements of Company;

(ii) the amounts reported in the interim quarterly financial statements
of Company agree with the general ledger of Company;

(iii) the annual and quarterly financial statements of Company and the
Company Subsidiaries included in, or incorporated by reference in, the
Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the published
rules and regulations thereunder;

(iv) from the date of the most recent unaudited consolidated financial
statements of Company and the Company Subsidiaries as may be included in
the Registration Statement to a date 5 days prior to the effective date of
the Registration Statement or 5 days prior to the Closing, there are no
increases in long-term debt, changes in the capital stock or decreases in
stockholders' equity of Company and the Company Subsidiaries, except in
each case for changes, increases or decreases which the Registration

A-24

Statement discloses have occurred or may occur or which are described in
such letters. For the same period, there have been no decreases in
consolidated net interest income, consolidated net interest income after
provision for credit losses, consolidated income before income taxes,
consolidated net income and net income per share amounts of Company and the
Company Subsidiaries, or in income before equity in undistributed income of
subsidiaries, in each case as compared with the comparable period of the
preceding year, except in each case for changes, increases or decreases
which the Registration Statement discloses have occurred or may occur or
which are described in such letters;

(v) they have reviewed certain amounts, percentages, numbers of shares
and financial information which are derived from the general accounting
records of Company and the Company Subsidiaries, which appear in the
Registration Statement under the certain captions to be specified by Wells
Fargo, and have compared certain of such amounts, percentages, numbers and
financial information with the accounting records of Company and the
Company Subsidiaries and have found them to be in agreement with financial
records and analyses prepared by Company included in the annual and
quarterly financial statements, except as disclosed in such letters.

(k) No Casualty Losses, Etc. Company and the Company Subsidiaries considered
as a whole shall not have sustained since December 31, 1999 any material loss
or interference with their business from any civil disturbance or any fire,
explosion, flood or other calamity, whether or not covered by insurance.

(l) No Environmental Liability. There shall be no reasonable basis for any
proceeding, claim or action of any nature seeking to impose, or that could
result in the imposition on Company or any Company Subsidiary of, any liability
relating to the release of hazardous substances as defined under any local,
state or federal environmental statute, regulation or ordinance including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 as amended, which has had or could reasonably be expected
to have a material adverse effect upon Company and its subsidiaries taken as a
whole.

(m) No Material Adverse Change. Since March 31, 2000, no change shall have
occurred and no circumstances shall exist which has had or might reasonably be
expected to have a material adverse effect on the financial condition, results
of operations, business or prospects of Company and the Company Subsidiaries
taken as a whole (other than changes in banking laws or regulations, or
interpretations thereof, that affect the banking industry generally or changes
in the general level of interest rates).

8. Employee Benefit Plans. Each person who is an employee of Company or any
Company Subsidiary as of the Effective Date of the Merger ("Company Employees")
shall be eligible for participation in the employee welfare and retirement
plans of Wells Fargo, as in effect from time to time, as follows:

(a) Employee Welfare Benefit Plans. Each Company Employee shall be eligible
for participation in the employee welfare benefit plans of Wells Fargo listed
below subject to any eligibility requirements applicable to such plans (and not
subject to pre-existing condition exclusions, except with respect to the Wells
Fargo Long Term Care Plan and Wells Fargo Long Term Disability Plan) and shall
enter each plan not later than the first day of the calendar quarter which
begins at least 32 days after the Effective Date of the Merger (the "Benefits
Conversion Date"), unless such date would occur on or after October 1, 2000 and
on or before December 31, 2000, in which case the Benefits Conversion Date
would be January 1, 2001:

Medical Plan
Dental Plan
Vision Plan
Short Term Disability Plan
Long Term Disability Plan
Long Term Care Plan
Flexible Benefits Plan
Basic Group Life Insurance Plan

A-25

Group Universal Life Insurance Plan
Dependent Group Life Insurance Plan
Business Travel Accident Insurance Plan
Accidental Death and Dismemberment Plan
Salary Continuation Pay Plan
Paid Time Off Program

It is intended that the transition from Company's Plans to the Wells Fargo
Plans will be facilitated without gaps in coverage to the participants and
without duplication of costs to Wells Fargo. Company Employees shall receive
credit for years of service to Company, the Company Subsidiaries and any
predecessors of Company or the Company Subsidiaries (to the extent credited
under the vacation and short-term disability programs of Company) for the
purpose of determining benefits under the Wells Fargo Paid Time Off Program,
Salary Continuation Pay Plan and Short Term Disability Plan. Company Employees
shall be eligible for participation in the Wells Fargo Salary Continuation Pay
Plan subject to any eligibility requirements applicable to such plans
immediately following the Effective Time of the Merger; provided, however, that
no Company Employee who is a participant in any Company severance or salary
continuation plan that would provide such Company Employee with benefits after
the Effective Time of the Merger or who has an employment agreement with
Company or any Company Subsidiary at the Effective Time of the Merger shall be
eligible to participate in the Wells Fargo Salary Continuation Pay Plan until
such Company Employee is no longer covered by such Company severance or salary
continuation plan or employment agreement.

(b) Employee Retirement Benefit Plans.

Each Company Employee shall be eligible to participate in the Wells Fargo
401(k) Plan (the "401(k) Plan"), subject to any eligibility requirements
applicable to the 401(k) Plan (with full credit for years of past service to
Company and the Company Subsidiaries, or to any predecessor-in-interest of
Company or the Company Subsidiaries to the extent such service is currently
given credit under the existing Company 401(k) plan) for the purpose of
satisfying any eligibility and vesting periods applicable to the 401(k) Plan,
and shall enter the 401(k) Plan no later than the Benefits Conversion Date.

Each Company Employee shall be eligible to participate in the Wells Fargo
Cash Balance Plan (the "Cash Balance Plan") under the terms thereof, subject to
any eligibility requirements applicable to the Cash Balance Plan (with full
credit for years of past service to Company and the Company Subsidiaries, to
the extent credited under the Company's defined contribution plan, for the
purpose of satisfying any eligibility and vesting periods applicable to the
Cash Balance Plan but not with respect to calculating compensation credits
under the Cash Balance Plan), and shall enter the Cash Balance Plan as of the
Benefits Conversion Date.

Each Company Employee shall be eligible for access to Wells Fargo's retiree
medical benefit, subject to any eligibility requirements applicable to such
benefit. Wells Fargo shall recognize years of past service with Company and the
Company Subsidiaries for the purpose of eligibility to access Wells Fargo's
retiree medical benefit.

9. Termination of Agreement.

(a) This Agreement may be terminated at any time prior to the Time of
Filing:

(i) by mutual written consent of the parties hereto;

(ii) by either of the parties hereto upon written notice to the other
party if the Merger shall not have been consummated by March 31, 2001
unless such failure of consummation shall be due to the failure of the
party seeking to terminate to perform or observe in all material respects
the covenants and agreements hereof to be performed or observed by such
party; or

A-26

(iii) by Company or Wells Fargo upon written notice to the other party
if any court or governmental authority of competent jurisdiction shall have
issued a final order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement; or

(iv) by either Wells Fargo or Company upon written notice to the other
party if the Board of Directors of Company shall in good faith determine
that a Takeover Proposal constitutes a Superior Proposal; provided,
however, that Company shall not be permitted to terminate this Agreement
pursuant to this paragraph 9(a)(iv) unless (i) it has not breached any
covenant contained in paragraph 4(h) and (ii) it delivers to Wells Fargo
simultaneously with such notice of termination the fee referred to in
paragraph 9(c) below. As used in this Agreement; (i) "Takeover Proposal"
means a bona fide proposal or offer by a person to make a tender or
exchange offer, or to engage in a merger, consolidation or other business
combination involving Company or to acquire in any manner a substantial
equity interest in, or all or substantially all of the assets of, Company,
and (ii) "Superior Proposal" means a bona fide proposal or offer made by a
person to acquire Company pursuant to a tender or exchange offer, a merger,
consolidation or other business combination or an acquisition of all or
substantially all of the assets of Company and the Company Subsidiaries on
terms which the Board of Directors of Company shall determine in good
faith, after taking into account the advice of counsel, to be more
favorable to Company and its shareholders than the transactions
contemplated hereby; or

(v) by Wells Fargo upon written notice to Company if (A) the Board of
Directors of Company fails to recommend, withdraws, or modifies in a manner
materially adverse to Wells Fargo, its approval or recommendation of this
Agreement, or the transactions contemplated hereby, (B) after an agreement
to engage in or the occurrence of an Acquisition Event (as defined below)
or after a third party shall have made a proposal to Company or Company's
shareholders to engage in an Acquisition Event, the transactions
contemplated hereby are not approved at the meeting of Company shareholders
contemplated by paragraph 4(c)(i), or (C) the meeting of Company
shareholders contemplated by paragraph 4(c) is not held prior to March 15,
2001 and Company has failed to comply with its obligations under paragraph
4(c)(i). "Acquisition Event" means any of the following: (i) a merger,
consolidation or similar transaction involving Company or Bank or any
successor to Company or Bank, (ii) a purchase, lease or other acquisition
in one or a series of related transactions of assets of Company or any of
the Company Subsidiaries representing 25% or more of the consolidated
assets of Company and the Company Subsidiaries or (iii) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or
any similar transaction) in one or a series of related transactions of
beneficial ownership of securities representing 25% or more of the voting
power of Company or the Bank in each case with or by a person or entity
other than Wells Fargo or an affiliate of Wells Fargo.

(b) Termination of this Agreement under this paragraph 9 shall not release,
or be construed as so releasing, either party hereto from any liability or
damage to the other party hereto arising out of the breaching party's willful
and material breach of the warranties and representations made by it, or
willful and material failure in performance of any of its covenants,
agreements, duties or obligations arising hereunder, and the obligations under
paragraphs 4(g), 5(h) and 10 hereof shall survive such termination.

(c) If this Agreement is terminated pursuant to paragraphs 9(a)(iv) or
9(a)(v), and if terminated pursuant to paragraph 9(a)(iv) and prior thereto or
within 12 months after such termination:

(i) Company, the Holding Company or the Bank or any successor to Company
or the Bank shall have entered into an agreement to engage in an
Acquisition Event (as defined above) or an Acquisition Event shall have
occurred; or

(ii) the Board of Directors of Company shall have authorized or approved
an Acquisition Event or shall have publicly announced an intention to
authorize or approve or shall have recommended that the shareholders of
Company approve or accept any Acquisition Event,

A-27

then Company shall promptly, but in no event later than five business days
after the first of such events shall have occurred, pay Wells Fargo a fee equal
to $8,000,000.

(d) If this Agreement is terminated pursuant to this paragraph 9, Wells
Fargo shall immediately pay to Company an amount equal to Company's actual
expenses in connection with obtaining the environmental assessments, asbestos
surveys, title commitments and boundary surveys required by paragraphs 4(m) and
4(n) hereof.

10. Expenses. All expenses in connection with this Agreement and the
transactions contemplated hereby, including without limitation legal and
accounting fees, incurred by Company and Company Subsidiaries shall be borne by
Company, and all such expenses incurred by Wells Fargo shall be borne by Wells
Fargo.

11. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, but shall not be assignable by either party hereto without the prior
written consent of the other party hereto.

12. Third Party Beneficiaries. Except as otherwise provided in paragraphs
1(b) with respect to Company Stock Options and 5(m) hereof with respect to
indemnification of directors and officers, each party hereto intends that
nothing in this Agreement shall benefit or create any right or cause of action
in or on behalf of any person other than the parties hereto.

13. Notices. Any notice or other communication provided for herein or given
hereunder to a party hereto shall be in writing and shall be (i) delivered in
person, or (ii) shall be mailed by first class registered or certified mail,
postage prepaid, or (iii) shall be sent by facsimile, or (iv) shall be sent by
reputable overnight courier service addressed as follows:

If to Wells Fargo:

Wells Fargo & Company
Norwest Center
MAC N 9305-173
Sixth and Marquette
Minneapolis, Minnesota 55479
Attention: Corporate Secretary

If to Company:

Brenton Banks, Inc.
Suite 200, Capital Square
400 Locust
Des Moines, IA 50309
Attention: Robert L. DeMeulenaere, CEO & President

With a copy to:

Sullivan & Cromwell
125 Broad Street
New York, NY 10004-2498
Attention: H. Rodgin Cohen, Esq.

or to such other address with respect to a party as such party shall notify the
other in writing as above provided. Notice shall be effective upon receipt.

A-28

14. Complete Agreement. This Agreement, including the Exhibits and Schedules
hereto, and the Merger Agreement and the Bank Merger Agreement contain the
complete agreement between the parties hereto with respect to the Merger and
other transactions contemplated hereby and supersede all prior agreements and
understandings between the parties hereto with respect thereto.

15. Captions. The captions contained in this Agreement and the Exhibits and
Schedules hereto are for convenience of reference only and do not form a part
of this Agreement or the Exhibits or Schedules.

16. Waiver and Other Action. Either party hereto may, by a signed writing,
give any consent, take any action pursuant to paragraph 9 hereof or otherwise,
or waive any inaccuracies in the representations and warranties by the other
party and compliance by the other party with any of the covenants and
conditions herein.

17. Amendment. At any time before the Time of Filing, the parties hereto, by
action taken by their respective Boards of Directors or pursuant to authority
delegated by their respective Boards of Directors, may amend this Agreement;
provided, however, that no amendment after approval by the shareholders of
Company or the Bank, respectively, shall be made which changes in a manner
adverse to such shareholders the consideration to be provided to said
shareholders pursuant to this Agreement and the Merger Agreement or Bank Merger
Agreement, respectively.

18. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to the
conflict of laws provisions thereof.

19. Non-Survival of Representations and Warranties. No representation or
warranty contained in the Agreement, the Merger Agreement or the Bank Merger
shall survive the Merger or, except as set forth in paragraph 9(b) hereof, the
termination of this Agreement. Paragraph 10 of this Agreement shall survive the
Merger.

20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.

[The rest of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

WELLS FARGO & COMPANY BRENTON BANKS, INC.

By: _________________________________ By: _________________________________

Name: _____________________________

Title: ____________________________ Title: ____________________________

BRENTON BANK

By: _________________________________

Name: _____________________________

Title: ____________________________

A-30

Exhibit A-1 to Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF MERGER
Between
BRENTON BANKS, INC.
an Iowa corporation
(the surviving corporation)
and
[MERGER CO.]
an Iowa corporation
(the merged corporation)

This Agreement and Plan of Merger (this "Agreement") dated as of ,
, between BRENTON BANKS, INC., an Iowa corporation (hereinafter sometimes
called "Company" and sometimes called the "surviving corporation") and [MERGER
CO.], an Iowa corporation ("Merger Co.")(said corporations being hereinafter
sometimes referred to as the "constituent corporations").

WHEREAS, Merger Co., a wholly-owned subsidiary of Wells Fargo & Company
("Wells Fargo"), was incorporated by Articles of Incorporation filed in the
office of the Iowa Secretary of State on , 200 , and said corporation is
now a corporation subject to and governed by the provisions of the Iowa
Business Corporation Act. Merger Co. has authorized capital stock of
shares of common stock having a par value of $ per share ("Merger Co.
Common Stock"), of which shares were outstanding as of the date
hereof; and

WHEREAS, Company was incorporated by Articles of Incorporation filed in the
office of the Iowa Secretary of State on , 19 and said corporation is
now a corporation subject to and governed by the provisions of the Iowa
Business Corporation Act. Company has authorized capital stock of
shares of preferred stock, par value $ per share, of which no shares were
outstanding as of , 200 , and shares of Common Stock, par value
$ per share ("Company Common Stock") of which shares were
outstanding as of , 200 ; and

WHEREAS, Wells Fargo and Company are parties to an Agreement and Plan of
Reorganization dated as of July , 2000 (the "Reorganization Agreement"),
setting forth certain representations, warranties and covenants in connection
with the merger provided for herein; and

WHEREAS, the directors, or a majority of them, of each of the constituent
corporations respectively deem it advisable for the welfare and advantage of
said corporations and for the best interests of the respective shareholders of
said corporations that said corporations merge and that Merger Co. be merged
with and into Company, with Company continuing as the surviving corporation, on
the terms and conditions hereinafter set forth in accordance with the
provisions of the Iowa Business Corporation Act, which statute permits such
merger; and

WHEREAS, it is the intent of the parties to effect a merger which qualifies
as a tax-free reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(E)
of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the parties hereto, subject to the approval of the
shareholders of Merger Co. and Company, in consideration of the premises and of
the mutual covenants and agreements contained herein and of the benefits to
accrue to the parties hereto, have agreed and do hereby agree that Merger Co.
shall be merged with and into Company pursuant to the laws of the State of
Iowa, and do hereby agree upon, prescribe and set forth the terms and
conditions of the merger of Merger Co. with and into Company, the mode of
carrying said merger into effect, the manner and basis of exchanging the shares
of Company Common Stock for shares of

A-31

common stock of Wells Fargo of the par value of $1-2/3 per share ("Wells Fargo
Common Stock"), and such other provisions with respect to said merger as are
deemed necessary or desirable, as follows:

FIRST: At the time of merger (as defined herein), Merger Co. shall be merged
with and into Company, one of the constituent corporations, which shall be the
surviving corporation, and the separate existence of Merger Co. shall cease and
the name of the surviving corporation shall be .

SECOND: The Articles of Incorporation of Company at the time of merger shall
be amended as set forth below and, as so amended, shall be the Articles of
Incorporation of the surviving corporation until further amended according to
law:

[Amend to change name, number of directors, etc.]

THIRD: The By-Laws of Company at the time of merger shall be and remain the
By-Laws of the surviving corporation until amended according to the provisions
of the Articles of Incorporation of the surviving corporation or of said By-
Laws.

FOURTH: The directors of Merger Co. at the time of merger shall be and
remain the directors of the surviving corporation and shall hold office from
the time of merger until their respective successors are elected and qualify.

FIFTH: The officers of Merger Co. at the time of merger shall be and remain
the officers of the surviving corporation and shall hold office from the time
of merger until their respective successors are elected or appointed and
qualify.

SIXTH: The manner and basis of converting the shares of Company Common Stock
into whole shares of Wells Fargo Common Stock (and cash in lieu of fractional
share interests) shall be as follows:

1. Each of the shares of Company Common Stock outstanding immediately
prior to the time of merger (other than shares as to which statutory
dissenters' appraisal rights have been exercised) shall at the time of
merger, by virtue of the merger and without any action on the part of the
holder or holders thereof, be converted into the right to receive the
number of shares of Wells Fargo Common Stock determined by dividing
$255,694,000 by the Wells Fargo Measurement Price, and dividing the result
thereof by the number of shares of Company Common Stock then outstanding.
The "Wells Fargo Measurement Price" is defined as the average of the
closing prices of a share of Wells Fargo Common Stock on the New York Stock
Exchange only, as reported by Bloomberg, for each of the 15 consecutive
trading days ending on the day immediately preceding the meeting of
shareholders required by paragraph 4(c) of the Reorganization Agreement.

2. As soon as practicable after the merger becomes effective, each
holder of a certificate which, prior to the effective time of the merger,
represented shares of Company Common Stock outstanding immediately prior to
the time of merger shall be entitled, upon surrender of such certificate
for cancellation to the surviving corporation or to Norwest Bank Minnesota,
National Association, as the designated agent of the surviving corporation
(the "Agent"), to receive a new certificate representing the number of
whole shares of Wells Fargo Common Stock to which such holder shall be
entitled on the basis set forth in paragraph 1 above. Until so surrendered
each certificate which, immediately prior to the time of merger,
represented shares of Company Common Stock shall not be transferable on the
books of the surviving corporation but shall be deemed to evidence only the
right to receive (except for the payment of dividends as provided below)
the number of whole shares of Wells Fargo Common Stock issuable on the
basis above set forth; provided, however, until the holder of such
certificate for Company Common Stock shall have surrendered the same as
above set forth, no dividend payable to holders of record of Wells Fargo
Common Stock as of any date subsequent to the effective date of merger
shall be paid to such holder with respect to the shares of Wells Fargo
Common Stock issuable in connection with the merger,

A-32

but, upon surrender and exchange thereof as herein provided, there shall be
paid by the surviving corporation or the Agent to the record holder of such
certificate representing Wells Fargo Common Stock issued in exchange
therefor an amount with respect to such shares of Wells Fargo Common Stock
equal to all dividends that shall have been paid or become payable to
holders of record of Wells Fargo Common Stock between the effective date of
merger and the date of such exchange.

3. If between the date of the Reorganization Agreement and the time of
merger, shares of Wells Fargo Common Stock shall be changed into a
different number of shares or a different class of shares by reason of any
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or if a stock dividend thereon shall be declared
with a record date within such period, then the number of shares of Wells
Fargo Common Stock, if any, into which a share of Company Common Stock
shall be converted on the basis above set forth, will be appropriately and
proportionately adjusted so that the number of such shares of Wells Fargo
Common Stock into which a share of Company Common Stock shall be converted
will equal the number of shares of Wells Fargo Common Stock which the
holders of shares of Company Common Stock would have received pursuant to
such reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or stock dividend had the record date therefor been
immediately following the time of merger.

4. No fractional shares of Wells Fargo Common Stock and no certificates
or scrip certificates therefor shall be issued to represent any such
fractional interest, and any holder of a fractional interest shall be paid
an amount of cash equal to the product obtained by multiplying the
fractional share interest to which such holder is entitled by the average
of the closing prices of a share of Wells Fargo Common Stock as reported by
the consolidated tape of the New York Stock Exchange for each of the five
(5) trading days ending on the date immediately preceding the meeting of
shareholders of Company held to vote on the plan of merger.

5. Each share of Merger Co. Common Stock issued and outstanding at the
time of merger shall be converted into and exchanged for one (1) share of
the surviving corporation after the time of merger.

SEVENTH: The merger provided for by this Agreement shall be effective as
follows:

1. The effective date of merger shall be the date on which Articles of
Merger (as described in subparagraph 1(b) of this Article Seventh) shall be
delivered to and filed by the Iowa Secretary of State; provided, however,
that all of the following actions shall have been taken in the following
order:

a. This Agreement shall be approved and adopted on behalf of Merger
Co. and Company in accordance with the Iowa Business Corporation Act;
and

b. Articles of merger (with this Agreement attached as part thereof)
with respect to the merger, setting forth the information required by
the Iowa Business Corporation Act, shall be executed by the President
or a Vice President of Merger Co. and by the Secretary or an Assistant
Secretary of Merger Co., and by the President or a Vice President of
Company and by the Secretary or an Assistant Secretary of Company, and
shall be filed in the office of the Iowa Secretary of State in
accordance with the Iowa Business Corporation Act.

2. The merger shall become effective as of 11:59 p.m. (the "time of
merger") on the effective date of merger.

EIGHTH: At the time of merger:

1. The separate existence of Merger Co. shall cease, and the corporate
existence and identity of Company shall continue as the surviving
corporation.

A-33

2. The merger shall have the other effects prescribed by Section
490.1106 of the Iowa Business Corporation Act.

NINTH: The following provisions shall apply with respect to the merger
provided for by this Agreement:

1. The registered office of the surviving corporation in the State of
Iowa shall be , and the name of the registered agent of
Company at such address is Corporation Service Company.

2. If at any time the surviving corporation shall consider or be advised
that any further assignment or assurance in law or other action is
necessary or desirable to vest, perfect or confirm in the surviving
corporation the title to any property or rights of Merger Co. acquired or
to be acquired as a result of the merger provided for herein, the proper
officers and directors of Company and Merger Co. may execute and deliver
such deeds, assignments and assurances in law and take such other action as
may be necessary or proper to vest, perfect or confirm title to such
property or right in the surviving corporation and otherwise carry out the
purposes of this Agreement.

3. For the convenience of the parties and to facilitate the filing of
this Agreement, any number of counterparts hereof may be executed and each
such counterpart shall be deemed to be an original instrument.

4. This Agreement and the legal relations among the parties hereto shall
be governed by and construed in accordance with the laws of the State of
Iowa.

5. This Agreement cannot be altered or amended except pursuant to an
instrument in writing signed by both of the parties hereto.

6. At any time prior to the filing of Articles of Merger with the Iowa
Secretary of State, subject to the provisions of the Reorganization
Agreement this Agreement may be terminated upon approval by the Boards of
Directors of either of the constituent corporations notwithstanding the
approval of the shareholders of either constituent corporation.

A-34

IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be signed in their respective corporate names by the undersigned
officers and their respective corporate seals to be affixed hereto, pursuant to
authority duly given by their respective Boards of Directors, all as of the day
and year first above written.

BRENTON BANKS, INC.

By: _________________________________

Its: ________________________________

(Corporate Seal)

Attest:

________________________________________
Secretary

[MERGER CO.]

By: _________________________________

Its: ________________________________

(Corporate Seal)

Attest:

________________________________________
Secretary

A-35

Exhibit A-2 to Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF MERGER
Between
BRENTON BANK
an Iowa corporation
(the surviving corporation)
and
[INTERIM BANK]
an Iowa corporation
(the merged corporation)

This Agreement and Plan of Merger (this "Agreement") dated as of ,
, between BRENTON BANK, an Iowa banking association (hereinafter sometimes
called "Bank" and sometimes called the "surviving corporation") and [INTERIM
BANK], an Iowa banking association ("Interim Bank")(said corporations being
hereinafter sometimes referred to as the "constituent corporations").

WHEREAS, Interim Bank, a wholly-owned subsidiary of Wells Fargo & Company
("Wells Fargo"), was incorporated by Articles of Incorporation filed in the
office of the Iowa Secretary of State on , 200 , and was, effective
following the acquisition of Brenton Banks, Inc. by Wells Fargo, contributed by
Wells Fargo to Brenton Banks, Inc., and said corporation is now a corporation
subject to and governed by the provisions of the Iowa Banking Act. Interim Bank
has authorized capital stock of shares of common stock having a par
value of $ per share ("Interim Bank Common Stock"), of which
shares were outstanding as of the date hereof; and

WHEREAS, Bank was incorporated by Articles of Incorporation filed in the
office of the Iowa Secretary of State on , 19 and said corporation is
now a corporation subject to and governed by the provisions of the Iowa Banking
Act. Bank has authorized capital stock of shares of preferred stock,
par value $ per share, of which no shares were outstanding as of ,
200 , and shares of Common Stock, par value $ per share ("Bank
Common Stock") of which shares were outstanding as of ,
200 ; and

WHEREAS, Wells Fargo, Brenton Banks, Inc. and Bank are parties to an
Agreement and Plan of Reorganization dated as of July , 2000 (the
"Reorganization Agreement"), setting forth certain representations, warranties
and covenants in connection with the merger provided for herein; and

WHEREAS, the directors, or a majority of them, of each of the constituent
corporations respectively deem it advisable for the welfare and advantage of
said corporations and for the best interests of the respective shareholders of
said corporations that said corporations merge and that Interim Bank be merged
with and into Bank, with Bank continuing as the surviving corporation, on the
terms and conditions hereinafter set forth in accordance with the provisions of
the Iowa Banking Act, which statutes permit such merger; and

NOW, THEREFORE, the parties hereto, subject to the approval of the
shareholders of Interim Bank and Bank, in consideration of the premises and of
the mutual covenants and agreements contained herein and of the benefits to
accrue to the parties hereto, have agreed and do hereby agree that Interim Bank
shall be merged with and into Bank pursuant to the laws of the State of Iowa,
and do hereby agree upon, prescribe and set forth the terms and conditions of
the merger of Interim Bank with and into Bank, the mode of carrying said merger
into effect, the manner and basis of exchanging the shares of Bank Common Stock
owned by shareholders other than Brenton Banks, Inc. for shares of common stock
of Wells Fargo of the par value of $1-2/3 per share

A-36

("Wells Fargo Common Stock"), and such other provisions with respect to said
merger as are deemed necessary or desirable, as follows:

FIRST: At the time of merger (as defined herein), Interim Bank shall be
merged with and into Bank, one of the constituent corporations, which shall be
the surviving corporation, and the separate existence of Interim Bank shall
cease and the name of the surviving corporation shall be .

SECOND: The Articles of Incorporation of Bank at the time of merger shall be
amended as set forth below and, as so amended, shall be the Articles of
Incorporation of the surviving corporation until further amended according to
law:

[Amend to change name, number of directors, etc.]

THIRD: The By-Laws of Bank at the time of merger shall be and remain the By-
Laws of the surviving corporation until amended according to the provisions of
the Articles of Incorporation of the surviving corporation or of said By-Laws.

FOURTH: The directors of Interim Bank at the time of merger shall be and
remain the directors of the surviving corporation and shall hold office from
the time of merger until their respective successors are elected and qualify.

FIFTH: The officers of Interim Bank at the time of merger shall be and
remain the officers of the surviving corporation and shall hold office from the
time of merger until their respective successors are elected or appointed and
qualify.

SIXTH: The manner and basis of converting the shares of Bank Common Stock
into whole shares of Wells Fargo Common Stock (and cash in lieu of fractional
share interests) shall be as follows:

1. Each of the shares of Bank Common Stock outstanding immediately prior
to the time of merger (other than shares owned by Brenton Banks, Inc. or
shares as to which statutory dissenters' appraisal rights have been
exercised) shall at the time of merger, by virtue of the merger and without
any action on the part of the holder or holders thereof, be converted into
the right to receive the number of shares of Wells Fargo Common Stock
determined by dividing $8,806,000 by the Wells Fargo Measurement Price, and
dividing the result thereof by the number of shares of Bank Common Stock
then outstanding. The "Wells Fargo Measurement Price" is defined as the
average of the closing prices of a share of Wells Fargo Common Stock on the
New York Stock Exchange only, as reported by Bloomberg, for each of the 15
consecutive trading days ending on the day immediately preceding the
meeting of Brenton Banks, Inc. shareholders required by paragraph 4(c) of
the Reorganization Agreement.

2. As soon as practicable after the merger becomes effective, each
holder of a certificate which, prior to the effective time of the merger,
represented shares of Bank Common Stock outstanding immediately prior to
the time of merger shall be entitled, upon surrender of such certificate
for cancellation to the surviving corporation or to Norwest Bank Minnesota,
National Association, as the designated agent of the surviving corporation
(the "Agent"), to receive a new certificate representing the number of
whole shares of Wells Fargo Common Stock to which such holder shall be
entitled on the basis set forth in paragraph 1 above. Until so surrendered
each certificate which, immediately prior to the time of merger,
represented shares of Bank Common Stock shall not be transferable on the
books of the surviving corporation but shall be deemed to evidence only the
right to receive (except for the payment of dividends as provided below)
the number of whole shares of Wells Fargo Common Stock issuable on the
basis above set forth; provided, however, until the holder of such
certificate for Bank Common Stock shall have surrendered the same as above
set forth, no dividend payable to holders of record of Wells Fargo Common
Stock as of any date subsequent to the effective date of merger shall be
paid to such holder with respect to the shares of Wells Fargo Common Stock
issuable in connection with the merger, but, upon

A-37

surrender and exchange thereof as herein provided, there shall be paid by
the surviving corporation or the Agent to the record holder of such
certificate representing Wells Fargo Common Stock issued in exchange
therefor an amount with respect to such shares of Wells Fargo Common Stock
equal to all dividends that shall have been paid or become payable to
holders of record of Wells Fargo Common Stock between the effective date of
merger and the date of such exchange.

3. If between the date of the Reorganization Agreement and the time of
merger, shares of Wells Fargo Common Stock shall be changed into a
different number of shares or a different class of shares by reason of any
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or if a stock dividend thereon shall be declared
with a record date within such period, then the number of shares of Wells
Fargo Common Stock, if any, into which a share of Bank Common Stock shall
be converted on the basis above set forth, will be appropriately and
proportionately adjusted so that the number of such shares of Wells Fargo
Common Stock into which a share of Bank Common Stock shall be converted
will equal the number of shares of Wells Fargo Common Stock which the
holders of shares of Bank Common Stock would have received pursuant to such
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or stock dividend had the record date therefor been
immediately following the time of merger.

4. No fractional shares of Wells Fargo Common Stock and no certificates
or scrip certificates therefor shall be issued to represent any such
fractional interest, and any holder of a fractional interest shall be paid
an amount of cash equal to the product obtained by multiplying the
fractional share interest to which such holder is entitled by the average
of the closing prices of a share of Wells Fargo Common Stock as reported by
the consolidated tape of the New York Stock Exchange for each of the five
(5) trading days ending on the day immediately preceding the meeting of
shareholders of Bank held to vote on the plan of merger.

5. Each share of Bank Common Stock issued and outstanding at the time of
merger and owned by Brenton Banks, Inc. and each share of Interim Bank
Common Stock issued and outstanding at the time of merger shall be
converted into and exchanged for one (1) share of the surviving corporation
after the time of merger.

SEVENTH: The merger provided for by this Agreement shall be effective as
follows:

a. This Agreement shall be approved and adopted on behalf of Interim
Bank and Bank in accordance with the Iowa Banking Act; and

b. Articles of merger (with this Agreement attached as part thereof)
with respect to the merger, setting forth the information required by
the Iowa Banking Act, shall be executed by the President or a Vice
President of Interim Bank and by the Secretary or an Assistant
Secretary of Interim Bank, and by the President or a Vice President of
Bank and by the Secretary or an Assistant Secretary of Bank, and shall
be filed in the office of the Iowa Secretary of State in accordance
with the Iowa Banking Act.

2. The merger shall become effective as of 11:59 p.m. (the "time of
merger") on the effective date of merger.

EIGHTH: At the time of merger:

1. The separate existence of Interim Bank shall cease, and the corporate
existence and identity of Bank shall continue as the surviving corporation.

A-38

2. The merger shall have the other effects prescribed by Section 1405 of
the Iowa Banking Act.

NINTH: The following provisions shall apply with respect to the merger
provided for by this Agreement:

1. The registered office of the surviving corporation in the State of
Iowa shall be , and the name of the registered agent of Bank
at such address is Corporation Service Company.

2. If at any time the surviving corporation shall consider or be advised
that any further assignment or assurance in law or other action is
necessary or desirable to vest, perfect or confirm in the surviving
corporation the title to any property or rights of Interim Bank acquired or
to be acquired as a result of the merger provided for herein, the proper
officers and directors of Bank and Interim Bank may execute and deliver
such deeds, assignments and assurances in law and take such other action as
may be necessary or proper to vest, perfect or confirm title to such
property or right in the surviving corporation and otherwise carry out the
purposes of this Agreement.

4. This Agreement and the legal relations among the parties hereto shall
be governed by and construed in accordance with the laws of the State of
Iowa.

5. This Agreement cannot be altered or amended except pursuant to an
instrument in writing signed by both of the parties hereto.

A-39

BRENTON BANK

By: _________________________________

Its: ________________________________

(Corporate Seal)

Attest:

________________________________________
Secretary

[INTERIM BANK]

By: _________________________________

Its: ________________________________

(Corporate Seal)

Attest:

________________________________________
Secretary

A-40

Exhibit B to Agreement and Plan of Reorganization

Wells Fargo & Company
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026

Attn: Secretary

Gentlemen:

I have been advised that I might be considered to be an "affiliate", as that
term is defined for purposes of paragraphs (c) and (d) of Rule 145 ("Rule 145")
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), of Brenton
Banks, Inc., an Iowa corporation ("Company").

Pursuant to an Agreement and Plan of Reorganization, dated as of ,
2000, (the "Reorganization Agreement"), between Company, Brenton Bank and Wells
Fargo & Company, a Delaware corporation ("Wells Fargo"), it is contemplated
that a wholly-owned subsidiary of Wells Fargo will merge with and into Company
(the "Merger") and, as a result of such Merger, I will receive in exchange for
each share of Common Stock, par value $2.50 per share, of Company ("Company
Common Stock") owned by me immediately prior to the Effective Time of the
Merger (as defined in the Reorganization Agreement) a number of shares of
Common Stock, par value $1 2/3 per share, of Wells Fargo ("Wells Fargo Common
Stock"), as more specifically set forth in the Reorganization Agreement.

I hereby agree as follows:

I will not offer to sell, transfer or otherwise dispose of any of the shares
of Wells Fargo Common Stock issued to me pursuant to the Merger (the "Stock")
except (a) in compliance with the applicable provisions of Rule 145, (b) in a
transaction that in the opinion of counsel in form and substance reasonably
satisfactory to Wells Fargo, which opinion may rely on a "no action" letter
obtained by me from the staff of the Securities and Exchange Commission, that
such transaction will not violate or is otherwise exempt from the registration
requirements of the Securities Act, or (c) in an offering registered under the
Securities Act.

I consent to the endorsement of the certificates representing the Stock
issued to me pursuant to the Merger with a restrictive legend which will read
substantially as follows:

"The shares represented by this certificate were issued in a transaction
to which Rule 145 promulgated under the Securities Act of 1933, as amended
(the "Act"), applies, and may be sold or otherwise transferred only in
compliance with the limitations of such Rule 145, or upon receipt by Wells
Fargo & Company of an opinion of counsel reasonably satisfactory to it that
some other exemption from registration under the Act is available, or
pursuant to a registration statement under the Act."

I understand that Wells Fargo's transfer agent shall be given an appropriate
stop transfer order and shall not be required to register any attempted
transfer of the shares of the Stock unless the transfer has been effected in
compliance with the terms of this letter agreement.

It is understood and agreed that this letter agreement shall terminate and
be of no further force and effect and the restrictive legend set forth above
shall be removed by delivery of substitute certificates without such legend,
and the related stop transfer order shall be lifted forthwith, if (i) any such
shares of Stock shall have been registered under the Securities Act for sale,
transfer or other disposition by me or on my behalf and are sold, transferred
or otherwise disposed of, or (ii) any such shares of Stock are sold in
accordance with the provisions of paragraphs (c), (e), (f) and (g) of Rule 144
promulgated under the Securities Act, or (iii) I am not at the time of the
disposition of the Stock an affiliate of Wells Fargo and have been the
beneficial owner of the Stock for at least one year (or such other period as
may be prescribed by the Securities Act, and the rules and regulations
promulgated thereunder) and Wells Fargo has filed with the Commission all of
the reports it is

A-41

required to file under the Securities Exchange Act of 1934, as amended, during
the preceding twelve months, or (iv) I am not and have not been for at least
three months an affiliate of Wells Fargo and have been the beneficial owner of
the Stock for at least two years (or such other period as may be prescribed by
the Securities Act, and the rules and regulations promulgated thereunder), or
(v) Wells Fargo shall have received an opinion of counsel acceptable to Wells
Fargo to the effect that the stock transfer restrictions and the legend are not
required.

I have carefully read this letter agreement and the Reorganization Agreement
and have discussed their requirements and other applicable limitations upon my
ability to offer to sell, transfer or otherwise dispose of shares of Company
Common Stock, Wells Fargo Common Stock or the Stock, to the extent I felt
necessary, with my counsel or counsel for Company.

Sincerely,

____________________________________

A-42

Appendix B

Subject to Completion

September , 2000

The Board of Directors
Brenton Banks, Inc.
Suite 200, Capital Square
400 Locust Street
Des Moines, IA 50309

Members of the Board:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the stockholders of Brenton Banks, Inc.
("Brenton") of the consideration offered in the proposed merger (the "Merger")
with Wells Fargo & Company ("Wells Fargo") whereby a wholly-owned subsidiary of
Wells Fargo will merge with and into Brenton, pursuant to the Agreement and
Plan of Merger, dated as of July 6, 2000, (the "Agreement"). Pursuant to the
terms of the Agreement, Wells Fargo will exchange a total of $255,694,000 in
value of its common stock, par value of $1 2/3 per share, for all shares then
outstanding of Brenton common stock, par value of $2.50 per share. The value is
based on the 15 day valuation period prior to the special meeting of
stockholders of Brenton and, accordingly, the ultimate value of consideration
delivered to holders of Brenton common stock at the closing of the Merger may
differ from this amount.

Keefe, Bruyette & Woods, Inc., as part of its investment banking business,
is continually engaged in the valuation of bank and bank holding company
securities in connection with acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for various other purposes. As specialists in the securities of
banking companies, we have experience in, and knowledge of, the valuation of
the banking enterprises. In the ordinary course of our business as a broker-
dealer, we may, from time to time purchase securities from, and sell securities
to, Brenton and Wells Fargo, and as a market maker in securities, we may from
time to time have a long or short position in, and buy or sell, debt or equity
securities of Brenton and Wells Fargo for our own account and for the accounts
of our customers. To the extent we have any such position as of the date of
this opinion it has been disclosed to Brenton. We have acted exclusively for
the Board of Directors of Brenton in rendering this fairness opinion and will
receive a fee from Brenton for our services.

In connection with this opinion, we have reviewed, analyzed and relied upon
material bearing upon the financial and operating condition of Brenton and
Wells Fargo and the Merger, including among other things, the following: (i)
the Agreement; (ii) the Registration Statement on Form S-4 (including the proxy
statement for the special meeting of stockholders of Brenton to be held in
connection with the Merger) dated , 2000; (iii) the Annual Reports to
Stockholders and Annual Reports on Form 10-K for the three years ended December
31, 1999, 1998 and 1997 of Brenton and Wells Fargo; (iv) certain interim
reports to stockholders and Quarterly Reports on Form 10-Q of Brenton and Wells
Fargo and certain other communications from Brenton and Wells Fargo to their
respective stockholders; (v) the call reports for Brenton Bank for the year
ended December 31, 1999 and the quarter ended March 31, 2000; and (vi) other
financial information concerning the businesses and operations of Brenton and
Wells Fargo furnished to us by Brenton and Wells Fargo for purposes of our
analysis. We have also held discussions with senior management of Brenton and
Wells Fargo regarding the past and current business operations, regulatory
relations, financial condition and future prospects of their respective
companies and such other matters as we have deemed relevant to our inquiry. In
addition, we have compared certain financial and stock market information for
Brenton and Wells Fargo with similar information for certain other companies
the securities of which are publicly traded, reviewed the financial terms of
certain recent business combinations in the banking industry and performed such
other studies and analyses as we considered appropriate.

B-1

In conducting our review and arriving at our opinion, we have relied upon
the accuracy and completeness of all of the financial and other information
provided to us or publicly available and we have not assumed any responsibility
for independently verifying the accuracy or completeness of any such
information. We have relied upon the management of Brenton and Wells Fargo as
to the reasonableness and achievability of the financial and operating
forecasts and projections (and the assumptions and bases therefor) provided to
us, and we have assumed that such forecasts and projections reflect the best
currently available estimates and judgments of such managements and that such
forecasts and projections will be realized in the amounts and in the time
periods currently estimated by such managements. We are not experts in the
independent verification of the adequacy of allowances for loan and lease
losses and we have assumed, with your consent, that the aggregate allowances
for loan and lease losses for Brenton and Wells Fargo are adequate to cover
such losses. In rendering our opinion, we have not made or obtained any
evaluations or appraisals of the property of Brenton or Wells Fargo, nor have
we examined any individual credit files.

We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including, among others, the following:
(i) the historical and current financial position and results of operations of
Brenton and Wells Fargo; (ii) the assets and liabilities of Brenton and Wells
Fargo; and (iii) the nature and terms of certain other merger transactions
involving banks and bank holding companies. We have also taken into account our
assessment of general economic, market and financial conditions and our
experience in other transactions, as well as our experience in securities
valuation and knowledge of the banking industry generally. Our opinion is
necessarily based upon conditions as they exist and can be evaluated on the
date hereof and the information made available to us through the date hereof.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the consideration offered in the Merger is fair, from a financial
point of view, to holders of the Brenton common stock.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

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Appendix C

Subject to Completion

September , 2000

The Board of Directors
Brenton Bank
Suite 200, Capital Square
400 Locust Street
Des Moines, IA 50309

Members of the Board:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the stockholders of Brenton Bank, other than
Brenton Banks, Inc. ("Brenton"), of the consideration offered in the proposed
merger (the "Merger") with Wells Fargo & Company ("Wells Fargo") whereby a
wholly-owned subsidiary of Wells Fargo will merge with and into Brenton and
acquire Brenton Bank through the merger of a Wells Fargo bank subsidiary into
Brenton Bank, pursuant to the Agreement and Plan of Merger, dated as of July 6,
2000, (the "Agreement"). Pursuant to the terms of the Agreement, Wells Fargo
will exchange a total of $8,806,000 in value of its common stock, par value of
$1 2/3 per share for all shares then outstanding of Brenton Bank common stock
(other than shares held by Brenton), par value of $20 per share. The value is
based on the 15 day valuation period prior to the special meeting of
stockholders of Brenton Bank and, accordingly, the ultimate value of
consideration delivered to holders of Brenton Bank common stock may differ from
this amount.

Keefe, Bruyette & Woods, Inc., as part of its investment banking business,
is continually engaged in the valuation of bank and bank holding company
securities in connection with acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for various other purposes. As specialists in the securities of
banking companies, we have experience in, and knowledge of, the valuation of
the banking enterprises. In the ordinary course of our business as a broker-
dealer, we may, from time to time purchase securities from, and sell securities
to, Brenton Bank, Brenton and Wells Fargo, and as a market maker in securities,
we may from time to time have a long or short position in, and buy or sell,
debt or equity securities of Brenton Bank, Brenton and Wells Fargo for our own
account and for the accounts of our customers. To the extent we have any such
position as of the date of this opinion it has been disclosed to Brenton Bank.
We have acted exclusively for the Board of Directors of Brenton Bank in
rendering this fairness opinion and will receive a fee from Brenton Bank for
our services.

In connection with this opinion, we have reviewed, analyzed and relied upon
material bearing upon the financial and operating condition of Brenton Bank and
Wells Fargo and the Merger, including among other things, the following: (i)
the Agreement; (ii) the Registration Statement on Form S-4 (including the proxy
statement for the special meeting of stockholders of Brenton Bank to be held in
connection with the Merger) dated , 2000; (iii) the Annual Reports to
Stockholders and Annual Reports on Form 10-K for the three years ended December
31, 1999, 1998 and 1997 of Brenton and Wells Fargo; (iv) certain interim
reports to stockholders and Quarterly Reports on Form 10-Q of Brenton and Wells
Fargo and certain other communications from Brenton and Wells Fargo to their
respective stockholders; (v) the call reports for Brenton Bank for the year
ended December 31, 1999 and the quarter ended March 31, 2000; and (vi) other
financial information concerning the businesses and operations of Brenton and
Wells Fargo furnished to us by Brenton Bank, Brenton and Wells Fargo for
purposes of our analysis. We have also held discussions with senior management
of Brenton Bank, Brenton and Wells Fargo regarding the past and current
business operations, regulatory relations, financial condition and future
prospects of their respective companies and such other matters as we have
deemed relevant to our inquiry. In addition, we have compared certain financial
and stock

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market information for Brenton Bank, Brenton and Wells Fargo with similar
information for certain other companies the securities of which are publicly
traded, reviewed the financial terms of certain recent business combinations in
the banking industry and performed such other studies and analyses as we
considered appropriate.

In conducting our review and arriving at our opinion, we have relied upon
the accuracy and completeness of all of the financial and other information
provided to us or publicly available and we have not assumed any responsibility
for independently verifying the accuracy or completeness of any such
information. We have relied upon the management of Brenton Bank, Brenton and
Wells Fargo as to the reasonableness and achievability of the financial and
operating forecasts and projections (and the assumptions and bases therefor)
provided to us, and we have assumed that such forecasts and projections reflect
the best currently available estimates and judgments of such managements and
that such forecasts and projections will be realized in the amounts and in the
time periods currently estimated by such managements. We are not experts in the
independent verification of the adequacy of allowances for loan and lease
losses and we have assumed, with your consent, that the aggregate allowances
for loan and lease losses for Brenton Bank, Brenton and Wells Fargo are
adequate to cover such losses. In rendering our opinion, we have not made or
obtained any evaluations or appraisals of the property of Brenton Bank, Brenton
or Wells Fargo, nor have we examined any individual credit files.

We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including, among others, the following:
(i) the historical and current financial position and results of operations of
Brenton Bank, Brenton and Wells Fargo; (ii) the assets and liabilities of
Brenton Bank, Brenton and Wells Fargo; (iii) the substantial portion of assets
and earnings of Brenton attributed by the total assets and earnings of Brenton
Bank; and (iv) the nature and terms of certain other merger transactions
involving banks and bank holding companies. We have also taken into account our
assessment of general economic, market and financial conditions and our
experience in other transactions, as well as our experience in securities
valuation and knowledge of the banking industry generally. Our opinion is
necessarily based upon conditions as they exist and can be evaluated on the
date hereof and the information made available to us through the date hereof.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the consideration offered in the Merger is fair, from a financial
point of view, to holders (other than Brenton) of the Brenton Bank common
stock.

Very truly yours,

Keefe, Bruyette & Woods, Inc.

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APPENDIX D

IOWA CODE ANNOTATED
TITLE XII. BUSINESS ENTITIES
SUBTITLE 2. BUSINESS AND PROFESSIONAL CORPORATIONS
CHAPTER 490. BUSINESS CORPORATIONS
DIVISION XIII. DISSENTERS' RIGHTS
PART A

490.1301. Definitions for division XIII

In this division:

1. "Beneficial shareholder" means the person who is a beneficial owner of
shares held by a nominee as the record shareholder.

2. "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or
share exchange of that issuer.

3. "Dissenter" means a shareholder who is entitled to dissent from corporate
action under section 490.1302 and who exercises that right when and in the
manner required by sections 490.1320 through 490.1328.

4. "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable.

5. "Interest" means interest from the effective date of the corporate action
until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair and
equitable under all the circumstances.

6. "Record shareholder" means the person in whose name shares are registered
in the records of a corporation or the beneficial owner of shares to the extent
of the rights granted by a nominee certificate on file with a corporation.

7. "Shareholder" means the record shareholder or the beneficial shareholder.

490.1302. Shareholders' right to dissent

1. A shareholder is entitled to dissent from, and obtain payment of the fair
value of the shareholder's shares in the event of, any of the following
corporate actions:

a. Consummation of a plan of merger to which the corporation is a party
if either of the following apply:

(1) Shareholder approval is required for the merger by section
490.1103 or the articles of incorporation and the shareholder is
entitled to vote on the merger.

(2) The corporation is a subsidiary that is merged with its parent
under section 490.1104.

b. Consummation of a plan of share exchange to which the corporation is
a party as the corporation whose shares will be acquired, if the
shareholder is entitled to vote on the plan.

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c. Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than in the usual and regular course
of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to
the shareholders within one year after the date of sale.

d. An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it does
any or all of the following:

(1) Alters or abolishes a preferential right of the shares.

(2) Creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares.

(3) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities.

(4) Excludes or limits the right of the shares to vote on any
matter, or to cumulate votes, other than a limitation by dilution
through issuance of shares or other securities with similar voting
rights.

(5) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be
acquired for cash under section 490.604.

(6) Extends, for the first time after being governed by this
chapter, the period of duration of a corporation organized under
chapter 491 or 496A and existing for a period of years on the day
preceding the date the corporation is first governed by this chapter.

e. Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the board
of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

2. A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter is not entitled to challenge the
corporate action creating the shareholder's entitlement unless the action is
unlawful or fraudulent with respect to the shareholder or the corporation.

490.1303. Dissent by nominees and beneficial owners

1. A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in that shareholder's name only if the shareholder
dissents with respect to all shares beneficially owned by any one person and
notifies the corporation in writing of the name and address of each person on
whose behalf the shareholder asserts dissenters' rights. The rights of a
partial dissenter under this subsection are determined as if the shares as to
which the shareholder dissents and the shareholder's other shares were
registered in the names of different shareholders.

2. A beneficial shareholder may assert dissenters' rights as to shares held
on the shareholder's behalf only if the shareholder does both of the following:

a. Submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts
dissenters' rights.

b. Does so with respect to all shares of which the shareholder is the
beneficial shareholder or over which that beneficial shareholder has power
to direct the vote.

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490.1320. Notice of dissenters' rights

1. If proposed corporate action creating dissenters' rights under section
490.1302 is submitted to a vote at a shareholders' meeting, the meeting notice
must state that shareholders are or may be entitled to assert dissenters'
rights under this part and be accompanied by a copy of this part.

2. If corporate action creating dissenters' rights under section 490.1302 is
taken without a vote of shareholders, the corporation shall notify in writing
all shareholders entitled to assert dissenters' rights that the action was
taken and send them the dissenters' notice described in section 490.1322.

490.1321. Notice of intent to demand payment

1. If proposed corporate action creating dissenters' rights under section
490.1302 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes to assert dissenters' rights must do all of the following:

a. Deliver to the corporation before the vote is taken written notice of
the shareholder's intent to demand payment for the shareholder's shares if
the proposed action is effectuated.

b. Not vote the dissenting shareholder's shares in favor of the proposed
action.

2. A shareholder who does not satisfy the requirements of subsection 1, is
not entitled to payment for the shareholder's shares under this part.

490.1322. Dissenters' notice

1. If proposed corporate action creating dissenters' rights under section
490.1302 is authorized at a shareholders' meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who satisfied the
requirements of section 490.1321.

2. The dissenters' notice must be sent no later than ten days after the
proposed corporate action is authorized at a shareholders' meeting, or, if the
corporate action is taken without a vote of the shareholders, no later than ten
days after the corporate action is taken, and must do all of the following:

a. State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited.

b. Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received.

c. Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not the person acquired beneficial
ownership of the shares before that date.

d. Set a date by which the corporation must receive the payment demand,
which date shall not be fewer than thirty nor more than sixty days after
the date the dissenters' notice is delivered.

e. Be accompanied by a copy of this division.

490.1323. Duty to demand payment

1. A shareholder sent a dissenters' notice described in section 490.1322
must demand payment, certify whether the shareholder acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to section 490.1322, subsection 2, paragraph "c",
and deposit the shareholder's certificates in accordance with the terms of the
notice.

D-3

2. The shareholder who demands payment and deposits the shareholder's shares
under subsection 1 retains all other rights of a shareholder until these rights
are canceled or modified by the taking of the proposed corporate action.

3. A shareholder who does not demand payment or deposit the shareholder's
share certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for the shareholder's shares under this
division.

490.1324. Share restrictions

1. The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under section 490.1326.

2. The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
canceled or modified by the taking of the proposed corporate action.

490.1325. Payment

1. Except as provided in section 490.1327, at the time the proposed
corporate action is taken, or upon receipt of a payment demand, whichever
occurs later, the corporation shall pay each dissenter who complied with
section 490.1323 the amount the corporation estimates to be the fair value of
the dissenter's shares, plus accrued interest.

2. The payment must be accompanied by all of the following:

a. The corporation's balance sheet as of the end of a fiscal year ending
not more than sixteen months before the date of payment, an income
statement for that year, a statement of changes in shareholders' equity for
that year, and the latest available interim financial statements, if any.

b. A statement of the corporation's estimate of the fair value of the
shares.

c. An explanation of how the interest was calculated.

d. A statement of the dissenter's right to demand payment under section
490.1328.

e. A copy of this division.

490.1326. Failure to take action

1. If the corporation does not take the proposed action within one hundred
eighty days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release the transfer restrictions imposed on uncertificated shares.

2. If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under section 490.1322 as if the corporate action was taken
without a vote of the shareholders and repeat the payment demand procedure.

490.1327. After-acquired shares

1. A corporation may elect to withhold payment required by section 490.1325
from a dissenter unless the dissenter was the beneficial owner of the shares
before the date set forth in the dissenters' notice as the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action.

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2. To the extent the corporation elects to withhold payment under subsection
1, after taking the proposed corporate action, it shall estimate the fair value
of the shares, plus accrued interest, and shall pay this amount to each
dissenter who agrees to accept it in full satisfaction of the dissenter's
demand. The corporation shall send with its offer a statement of its estimate
of the fair value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenter's right to demand payment under
section 490.1328.

490.1328. Procedure if shareholder dissatisfied with payment or offer

1. A dissenter may notify the corporation in writing of the dissenter's own
estimate of the fair value of the dissenter's shares and amount of interest
due, and demand payment of the dissenter's estimate, less any payment under
section 490.1325, or reject the corporation's offer under section 490.1327 and
demand payment of the fair value of the dissenter's shares and interest due, if
any of the following apply:

a. The dissenter believes that the amount paid under section 490.1325 or
offered under section 490.1327 is less than the fair value of the
dissenter's shares or that the interest due is incorrectly calculated.

b. The corporation fails to make payment under section 490.1325 within
sixty days after the date set for demanding payment.

c. The corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty days after the date set for
demanding payment.

2. A dissenter waives the dissenter's right to demand payment under this
section unless the dissenter notifies the corporation of the dissenter's demand
in writing under subsection 1 within thirty days after the corporation made or
offered payment for the dissenter's shares.

490.1330. Court action

1. If a demand for payment under section 490.1328 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.

2. The corporation shall commence the proceeding in the district court of
the county where a corporation's principal office or, if none in this state,
its registered office is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the proceeding in
the county in this state where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign
corporation was located.

3. The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding as in an
action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described in the order
appointing them, or in any amendment to it. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.

5. Each dissenter made a party to the proceeding is entitled to judgment for
either of the following:

a. The amount, if any, by which the court finds the fair value of the
dissenter's shares, plus interest, exceeds the amount paid by the
corporation.

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b. The fair value, plus accrued interest, of the dissenter's after-
acquired shares for which the corporation elected to withhold payment under
section 490.1327.

490.1331. Court costs and counsel fees

1. The court in an appraisal proceeding commenced under section 490.1330
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation, except that the court may assess
costs against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds the dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment under section 490.1328.

2. The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable, for either of
the following:

a. Against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the
requirements of sections 490.1320 through 490.1328.

b. Against either the corporation or a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses
are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this chapter.

3. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court
may award to these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.

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