Wells Fargo Audit and Examination Committee Authority and Responsibilities

The purpose of the Audit and Examination Committee (AEC) is to:

• Assist the Board in fulfilling its responsibilities to oversee:

policies and management activities related to accounting and financial reporting,
internal controls, auditing, operational risk, and legal and regulatory compliance;

the integrity of our financial statements and the adequacy and reliability of disclosures
to our stockholders;

and the qualifications and independence of the outside auditors
and the performance of internal and outside auditors;

...Perform the audit committee and fiduciary audit committee functions
on behalf of our bank subsidiaries in accordance with federal banking regulations.

In carrying out its oversight function, the AEC is responsible for, among other things:

• Reviewing and discussing with management and our outside auditors
our financial statements and other financial reporting matters generally;

• Recommending to the Board whether to include the audited financial statements
in our Annual Report on Form 10-K;

• Selecting and evaluating our outside auditors;

...Reviewing information related to the independence of our outside auditors
and discussing such matters with our outside auditors;

...Reviewing with management the results of internal and external audits;

...Reviewing legal, compliance, and risk management matters with management;

and Overseeing the policy and procedures
regarding the receipt, retention, and treatment of complaints concerning accounting,
internal accounting controls, and auditing matters.

Was the Wells Fargo AEC informed
of George Hartzman's internal ethics issue

concerning auditing, reporting and auditor independence?

...Each member of the AEC is independent,
as independence for audit committee members is defined by NYSE and SEC rules,
as discussed below under “Director Independence.”

The Board has determined, in its business judgment,
that each current member of the AEC
(John D. Baker II, Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss,
Cynthia H. Milligan, Nicholas G. Moore, Philip J. Quigley, and Susan G. Swenson)
is financially literate as required by NYSE rules,
and that each member qualifies as an “audit committee financial expert”
as defined by SEC regulations.

In 2008, the AEC met 10 times.

...The 2008 report of the AEC begins on page 92 of this proxy statement.

https://www.wellsfargo.com/downloads/pdf/invest_relations/wf2009proxy.pdf=false/