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This Separation Agreement (this "Agreement") is made on May 29, 2002, by and between Les Biller (the "Executive") and
Wells Fargo & Company (the "Company").
1. Change of Position. The Executive and the Company agree that the Executive's position as an officer and director
with the Company shall terminate effective as of September 30, 2002, or such earlier or later date prior to December 31, 2002 as
may be reasonably requested by the Chief Executive Officer of the Company (the "Position Change Date"). The Executive
agrees to resign, effective as of the Position Change Date, as Vice Chairman and Chief Operating Officer of the Company and as
a member of the Board of Directors of the Company, and except as provided in Section 2, from all other positions, titles, duties,
authorities and responsibilities with the Company and its affiliates.
2. Payments and Other Benefits. (a) From the date hereof until March 31, 2003, the Executive shall continue as an
employee of the Company at the annual salary payable to the Executive as of the date hereof. The Executive shall continue to be
treated as an employee of the company until the close of business on March 31, 2003 for purposes of determining amounts and
benefits under all the Company's benefit plans, including, without limitation, pension (for purposes of both age and service),
retiree medical, defined contribution plans, stock options and other retiree or active benefits. The Executive shall retire as an
employee of the Company at the close of business on March 31,2003.
(b) Within 5 days following the Position Change Date, the Company shall pay the Executive, by wire transfer to an
account designated by the Executive, the sum of (x) three million three hundred and seventy-five thousand
dollars ($3,375,000), representing a pro rata annual bonus for calendar year 2002 and (y) $375,000 for each month