January , 2007 Wells Fargo & Company Wells Fargo Center MAC #N9305-173 Sixth and Marquette Minneapolis, MN 55479 Ladies and Gentlemen:Placer Sierra Bancshares • January 16th, 2007 • State commercial banks
We understand that Wells Fargo & Company (“Wells Fargo”) and Placer Sierra Bancshares (the “Company”) intend to enter into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) providing for a business combination between the Company and a wholly-owned subsidiary of Wells Fargo (the “Business Combination”), in which all of the outstanding shares of capital stock of the Company will be exchanged for shares of common stock of Wells Fargo.
