10/8/12

U.S. Treasury’s TARP Capital Purchase Program: Wells Fargo Press Release


On October 28, 2008, we issued preferred stock and a warrant
to purchase our common stock to the U.S. Treasury
as a participant in the TARP Capital Purchase Program.

On December 23, 2009, we redeemed all of the preferred stock issued to the U.S. Treasury
and repaid the entire $25 billion investment plus accrued dividends.

The U.S. Treasury continues to hold the warrant.

No mention of secret Federal Reserve loans?

During the period that the U.S. Treasury owned the preferred stock,
we were subject to numerous additional regulations,
including restrictions on our ability to increase our common stock dividend,
limitations on the compensation arrangements for our senior executive officers
and the next 20 most highly compensated employees,
and additional corporate governance standards.

If Wells Fargo top brass benefited from regulator approved insider trading,
who else did the same?


Following the redemption of the preferred stock, we are no longer subject to these regulations
other than certain reporting and certification obligations related to activities during 2009.

https://www.wellsfargo.com/downloads/pdf/invest_relations/2009_10k.pdf

The board approved retention performance shares for:

John Stumpf, president and CEO, of a target of 379,600 shares,
having a current value of approximately $10 million;

Howard Atkins, a senior executive vice president and chief financial officer of the Company;
Dave Hoyt, a senior executive vice president and head of Wholesale Banking;
and Mark Oman, a senior executive vice president
and head of Wells Fargo Home and Consumer Finance,
of a target of 189,800 shares, having a current value of approximately $5 million.

…said Steve Sanger, chair of the board’s Human Resources Committee
and retired chairman and CEO of General Mills, Inc.
… they have played key roles in generating record profits in the first three quarters of 2009,
despite the challenging economy.


Insider Trading

Insider trading involves the purchase or sale of securities of a company
or other entity while in possession of material, nonpublic information
(also called “inside information”) about the company or entity.

1. Material Inside Information - “Inside” or “nonpublic information”
is information about a business organization
that is not generally available to or known by the public.

Such information is considered to be “material”
if there is a likelihood that it would be considered important
by an investor in making a decision to buy or sell a company’s securities…

Director Code of Ethics
Wells Fargo & Company

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