Items for Vote

1.         

Elect 15 directors

FOR all nominees

2.        

Advisory resolution to approve executive compensation (Say on Pay)

FOR

3.        

Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016

4-5.    

Two stockholder proposals as described in our Notice of Annual Meeting

AGAINST both proposals

Recent Corporate

Governance

Enhancements

and Updates

–       Implemented Proxy Access. The Board amended the Company’s By-Laws, effective December 17, 2015, to permit an eligible stockholder (or a group of up to 20 stockholders) who has owned 3% of the Company’s stock for 3 years to nominate up to the greater of 2 directors and 20 percent of the Board, subject to the terms and conditions in the By-Laws.

–       Elected President and Chief Operating Officer in November 2015. As part of the Board’s oversight of management succession planning, the Board elected Timothy J. Sloan as President and Chief Operating Officer in November 2015.

–       Increased Oversight of Political and Lobbying Activities and Spending. The Company increased reporting provided to the Board’s Corporate Responsibility Committee on political and lobbying activities as part of the committee’s oversight responsibilities for the Company’s government relations activities and public advocacy policies and programs.

–       Enhanced Oversight of Information Security Risk (including Cyber) and Technology Risk. The Board enhanced Audit and Examination Committee and Risk Committee oversight of information security risk (including cyber) and technology risk through the holding of periodic joint meetings of those committees to focus on these specific risks.

–       Updated Code of Ethics and Business Conduct Applicable to Team Members and Directors. The Board approved an updated Code of Ethics and Business Conduct, effective April 1, 2016, which applies to our team members and directors and continues to reflect our core value of holding ourselves to the highest standards of ethical behavior.

Board Governance

–       Independent Lead Director

–       14 of 15 director nominees are independent

–       All standing Board committees consist solely of independent directors

–       Held 9 Board meetings in 2015

–       Board meets regularly in executive session

–       96.75% average Board attendance in 2015 at Board and committee meetings

Stockholder Rights

and Engagement

–       Annual director elections

–       Directors elected by a majority of votes cast in uncontested elections, and by plurality vote in contested elections

–       Stockholders may call special meetings and act by written consent

–       Lead Director and senior management participate in investor outreach program with the Company’s largest institutional investors, and during 2015 the Company engaged with institutional investors representing approximately 25% of our outstanding common stock to discuss a variety of topics, including proxy access, Board composition, director tenure, other current governance issues, and our executive compensation program

Compensation

–       Pay-for-performance compensation philosophy and approach

–       Robust stock ownership and retention policies for our non-employee directors and executive officers

–       Prohibit hedging of Company securities

–       Prohibit pledging by directors and executive officers of Company equity securities as collateral for margin or other similar loan transactions

–       Multiple executive compensation clawback and recoupment policies

–       Independent compensation consultant engaged by Human Resources Committee

Board Oversight of

Strategy and Risk

–       Board oversight of Company strategy, financial performance, risk management framework, and risk appetite

–       Risk oversight by full Board and its committees

–       Risk Committee includes the chairs of each of the Board’s standing committees

–       Board oversight and reinforcement of our strong ethics and risk cultures

–       Compensation program designed consistent with the safety and soundness of the Company and without undue risk

•       After 17 years of dedicated service on our Board, Judith M. Runstad has decided not to stand for re-election and will retire from our Board at the 2016 annual meeting

•       Federico F. Peña succeeded Ms. Runstad as Chair of the Corporate Responsibility Committee and a member of the Risk Committee on March 1, 2016

•       Elizabeth A. Duke, an independent director with financial services and risk management experience, joined our Board in January 2015 and serves on our Credit Committee, Finance Committee, and Risk Committee

•       Suzanne M. Vautrinot, an independent director with cyber security experience, joined our Board in February 2015 and serves on our Audit and Examination Committee and Credit Committee

As a result of Ms. Runstad’s retirement, the size of our Board will decrease to 15 members at our 2016 annual meeting, which is consistent with the size range (14 to 19 directors) of the Board over the last 10 years.

Wells Fargo Policy:

Our Board recognizes the importance of an appropriate balance of experience and perspectives on the Board and does not believe arbitrary term limits are appropriate.

Tenure reflects full years of completed service.

Wells Fargo Process:

The GNC and the Board consider diversity in evaluating director nominees.

Gender, race, and ethnic diversity have been, and will continue to be, a priority for the GNC and the Board in its director nomination process because the GNC and the Board believe that it is essential that the composition of the Board appropriately reflects the diversity of the Company’s team members and the customers and communities they serve.

Wells Fargo Policy:

Retirement age of 72

Nominee

Age

Director
Since

Principal Occupation

or Affiliation

Principal Qualifications

and Experience

Indep-
endent

  Committees  

(*Chair)

Financial Management; Business Development; Business Operations; Regulatory; Legal

Governmental Relations; Social Responsibility; Community Affairs; Regulatory; Human Resources; Governance

Technology; Information Security; Marketing/Consumer; International; Public Policy; Community Affairs

Business Operations; Regulatory; Social Responsibility; Strategic Planning; Community Affairs; Governance

Financial Services; Risk Management; Financial Management; Governmental Relations; Regulatory

Marketing/Consumer; Technology; Business Operations; Strategic Planning; Business Development

Risk Management; Legal; Financial Management; Strategic Planning; Management Succession Planning; Governance

Retired Chairman and Chief Executive Officer, Vulcan Materials Company

Risk Management; Legal; Strategic Planning; Regulatory; Management Succession Planning; Governance

Financial Services; Academia/ Public Policy; Regulatory; Risk Management; Legal; Social Responsibility

Governmental Relations; Public Policy; Regulatory; Risk Management; Legal; Financial Management; Business Development; Social Responsibility

Accounting and Financial Reporting; Financial Management; Regulatory; Risk Management; Business Operations; Strategic Planning; Governance

Marketing/Consumer; Strategic Planning; Human Resources; Management Succession Planning; Governance

Lead Director

GNC*; HRC; Risk

Financial Services; Business Leadership; Financial Management; Business Operations; Risk Management

Technology; Marketing/Consumer; Financial Management; Business Operations

Information/Cyber Security; Technology; Governmental Relations; Public Policy; Business Operations; International

The Board recommends that you vote FOR each of the nominees above.

Company

      Performance       Highlights

•     Net income of $22.9 billion, compared with $23.1 billion for 2014

•     Diluted earnings per share of $4.12, compared with $4.10 for 2014

•     Revenue of $86.1 billion, compared with $84.3 billion for 2014

•     Noninterest expense of $50.0 billion, compared with $49.0 billion for 2014

•     Return on assets of 1.31%, compared with 1.45% for 2014

•     Return on equity of 12.60%, compared with 13.41% for 2014

•     Returned $12.6 billion to stockholders through dividends and net share repurchases

•     Strong capital position – Common Equity Tier 1 ratio (fully phased-in) well above the regulatory minimum and our internal buffer

•     Efficiency ratio of 58.1%, consistent with 2014

•     Loans of $916.6 billion, compared with $862.6 billion at year end 2014

•     Deposits of $1,223.3 billion, compared with $1,168.3 billion at year end 2014

•     Total stockholder return of 1.9%, 19.9%, and 14.7%, respectively, for the 1-, 3- and 5-year periods ended December 31, 2015

Named Executive

John G. Stumpf

John R. Shrewsberry

Timothy J. Sloan

David M. Carroll

Avid Modjtabai

Carrie L. Tolstedt

Emphasis on Variable Over Fixed Pay

High Proportion of Pay in Equity

Fixed

    (Base Salary)    

Variable “At-Risk”

(Annual Incentive and LTI)

             Cash              

      Equity(1)      

 CEO

 Other NEO Average

The Board recommends that you vote FOR the advisory resolution to approve the compensation paid to the Company’s named executives.

The Board recommends that you vote FOR the ratification of KPMG as our independent registered public accounting firm for 2016.

Adopt a policy to require an independent chairman; and

Provide a report on the Company’s lobbying policies and practices.

The Board recommends that you vote AGAINST each stockholder proposal for the reasons stated under “Stockholder Proposals” in this proxy statement.

Corporate Governance

Our Corporate Governance Framework and Governance Documents

Our Investor Outreach Program

Item 1 – Election of Directors

Board Qualifications and Experience

Director Nominees for Election

Director Election Standard and Nomination Process

Director Independence

Our Board Leadership Structure and Lead Director

Board Performance Evaluations and Succession Planning

Our Commitment to Board Diversity

Board and Committee Meetings; Annual Meeting Attendance

Committees of our Board

Our Board’s Role in Risk Oversight

Management Succession Planning and Development

Communications with our Directors

Additional Information

HRC and GNC Use of Compensation Consultant

Director Compensation

Information About Related Persons

Related Person Transactions

Related Person Transaction Policy and Procedures

Ownership of Our Common Stock

Directors and Executive Officers

Stock Ownership Requirements and Other Policies

Director and Executive Officer Stock Ownership Table

Section 16(a) Beneficial Ownership Reporting Compliance

Principal Stockholders

Executive Compensation

Item 2 – Advisory Resolution to Approve Executive Compensation

Compensation Committee Report

Compensation Discussion and Analysis

Executive Compensation Tables

2015 Summary Compensation Table

2015 Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End 2015

2015 Option Exercises and Stock Vested

2015 Pension Benefits

2015 Nonqualified Deferred Compensation

Potential Post-Employment Payments

Compensation Governance and Risk Management

Audit Matters

Item 3 – Ratify Appointment of Independent Registered Public Accounting Firm for 2016

KPMG Fees

Audit and Examination Committee Pre-Approval Policies and Procedures

Audit and Examination Committee Report

Stockholder Proposals

Item 4 – Stockholder Proposal to Adopt a Policy to Require an Independent Chairman

Item  5 – Stockholder Proposal to Provide a Report on the Company’s Lobbying Policies and Practices

Voting and Other Meeting Information

Voting Information

Meeting Admission Information

Stockholder Information for Future Annual Meetings

Other Information

Items for Vote

1.         

2.        

3.        

4.        

5.        

The Board’s Corporate Governance Guidelines, including its Director Independence Standards

Our Codes of Ethics applicable to team members as well as directors; our updated Code of Ethics and Business Conduct applicable to both team members and directors will be effective April 1, 2016 and continues to reflect our commitment to the highest standards of ethical behavior

Charters for each of the Board’s seven standing committees, including the Audit and Examination Committee, the Governance and Nominating Committee, and the Human Resources Committee

Our Board Communication Policy, which describes how stockholders and other interested parties can communicate with the Board

Our By-Laws, which were amended and restated effective December 17, 2015 to implement proxy access and permit an eligible stockholder (or a group of up to 20 stockholders) who has owned 3% of the Company’s stock for 3 years to nominate up to the greater of 2 directors and 20 percent of the Board, subject to the terms and conditions specified in the By-Laws. Our By-Laws also include provisions which allow stockholders to call special meetings and act by written consent.

The Board has identified certain minimum qualifications for its directors, including having a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role, such as chief executive officer, president or partner, in a large or recognized organization or governmental entity. The Board believes that this particular qualification provides our directors with substantial experience relevant to serving as a director of our Company, including in many of the areas highlighted in the accompanying chart which the Board views as important when evaluating director nominees. The Board believes that each of our nominees satisfies our director qualification standards and during the course of their business and professional careers as a chief executive officer or other senior leader has acquired extensive executive management experience in these and other areas. In addition, the GNC and the Board believe that each nominee brings to the Board his or her own unique background and range of expertise, knowledge, and experience, including as a result of his or her valued service on our Board and its committees, that provide the Board as a whole with an appropriate and diverse mix of qualifications, skills, and attributes necessary for the Board to fulfill its oversight responsibility to the Company’s stockholders.    

Director Qualifications and Experience

Represented on Our Board

•        financial management,

•        accounting or financial reporting,

•        financial services,

•        risk management,

•        strategic planning,

•        regulatory and/or legal,

•        information security (including cyber) and technology,

•        marketing/consumer,

•        human resources, including management succession planning,

•        business development,

•        community affairs,

•        corporate governance,

•        governmental relations or public policy,

•        social responsibility,

•        international, and

•        business operations.

The Board recommends you vote FOR each of the nominees below.

JOHN D. BAKER II

Age: 67

Director since:

January 2009

Other Current Public Company Directorships:

FRP Holdings, Inc.

Committees:

Audit and Examination

Corporate Responsibility

Credit

Business Experience

Mr. Baker has served as Executive Chairman and a director of FRP Holdings, Inc. (formerly Patriot Transportation Holding, Inc. prior to the spin-off of its transportation business in early 2015), Jacksonville, Florida (real estate company) since October 2010. He served as President and Chief Executive Officer of Patriot from February 2008 until October 2010. He served as President from May 1989, and Chief Executive Officer from February 1997 of Florida Rock Industries, Inc., Jacksonville, Florida until November 2007. Mr. Baker also currently serves as Chairman of Panadero Aggregates Holdings, LLC, a construction aggregates company located in Jacksonville, Florida, and a senior advisor for Brinkmere Capital Partners, a private equity firm. He was formerly a director of Duke Energy Corporation, Progress Energy Inc., Texas Industries, Inc., and Patriot Transportation Holding, Inc.

Principal Qualifications and Experience

–        As the CEO or chairman of two public companies during the past 19 years, including a company involved in real estate activities, Mr. Baker brings leadership and executive management experience to the Board.

–        Mr. Baker has led or founded several public and private companies doing business in the Southeast, including as the lead investor and senior advisor for a private equity firm, and his business development skills and deep knowledge of the business climate in the Southeast provide unique insight into the operating environment of some of the Company’s largest banking markets.

–        Mr. Baker has extensive financial management expertise that he gained as a CEO or chairman and as a past member of the audit committees of two other public companies.

–        Mr. Baker has a law degree from the University of Florida School of Law, and his experience as a lawyer and former member of the board of a large public utility company also contribute important risk management and regulatory oversight skills to the Board.

ELAINE L. CHAO

Age: 62

Director since:

July 2011

Other Current Public Company Directorships:

Ingersoll-Rand plc

News Corporation

Vulcan Materials Company

Committees:

Credit

Finance

Business Experience

Ms. Chao served as the 24^th U.S. Secretary of Labor from January 2001 until January 2009. From August 1996 to January 2001, January 2009 to August 2014 and since May 2015, Ms. Chao was and is a Distinguished Fellow at the Heritage Foundation, Washington, D.C. (research and educational organization). She was President and Chief Executive Officer of United Way of America from November 1992 until August 1996. Ms. Chao’s previous government experience also includes serving as Director of the Peace Corps and Deputy Secretary of the U.S. Department of Transportation. She was formerly a director of Dole Food Company, Inc. and Protective Life Corporation.

Principal Qualifications and Experience

–        As the first Asian Pacific American woman in U.S. history to be appointed to a President’s cabinet and a leader of large high-profile organizations operating in complex regulatory and public policy environments, Ms. Chao has extensive leadership, executive management, and governmental experience.

–        Ms. Chao’s skills in building constructive working relationships with diverse stakeholders also provide useful insight for the Company in various social responsibility and community affairs areas as it strives to enhance its relationships in the communities where it does business.

–        Her experience as Secretary of Labor provides the Board with a valuable perspective on workforce issues, and her previous work at two large financial services companies contributes relevant industry experience to the Board.

–        Having overseen corporate governance issues at the Department of Labor Employee Benefits Security Administration and as a current and former board member of a number of prominent public companies, including as past chair or a member of the nominating and corporate governance committees of two public companies, she also brings additional corporate governance experience to the Board.

–        Ms. Chao has a Master of Business Administration from Harvard Business School.

JOHN S. CHEN

Age: 60

Director since:

September 2006

Other Current Public Company Directorships:

BlackBerry Limited

The Walt Disney Company

Committees:

Human Resources

Business Experience

Mr. Chen has served as Executive Chairman and Chief Executive Officer of BlackBerry Limited, Waterloo, Ontario, Canada (wireless telecommunications) since November 2013. Prior to joining BlackBerry, he served as Chairman and Chief Executive Officer of Sybase, Inc. from July 2010, when SAP AG acquired Sybase, until he retired in November 2012. He also served as Chairman, CEO, President, and as a director of Sybase from November 1998 until July 2010. Mr. Chen serves as a Special Advisor of Silver Lake Partners, a private investment firm. He was formerly a director of Sybase, Inc.

Principal Qualifications and Experience

–        As the executive chairman and CEO of BlackBerry Limited and as a former CEO of Sybase, Mr. Chen has over 17 years of leadership and executive management experience. Mr. Chen also served as president of the Open Enterprise Computing Division of Siemens Nixdorf, and president and chief operating officer of Pyramid Technology Corporation.

–        Mr. Chen’s experience and perspective on information technology, information security, and software matters are particularly important to the Company, which uses numerous complex information technology applications and systems.

–        Mr. Chen also brings to the Board finance and business strategy experience and, as a result of his work with several public sector organizations, an important focus on international relations and business and community affairs.

–        His experience at BlackBerry and serving on the board of a large well-known entertainment company also provides valuable insight into the importance of developing and maintaining an internationally recognized brand.

–        Mr. Chen holds a Master of Science from California Institute of Technology.

LLOYD H. DEAN

Age: 65

Director since:

June 2005

Other Current Public Company Directorships:

McDonald’s Corporation Navigant Consulting, Inc.

Committees:

Corporate Responsibility

Governance and Nominating

Human Resources (Chair)

Risk

Business Experience

Mr. Dean has served as President, Chief Executive Officer, and a director of Dignity Health, San Francisco, California (health care) since April 2000. He was formerly a director of Cytori Therapeutics, Inc. and Premier, Inc.

Principal Qualifications and Experience

–        As the president and CEO of Dignity Health, a large multi-state healthcare organization that is the fifth largest hospital system in the nation, and as a former executive vice president and chief operating officer of Advocate Health Care and officer of The Upjohn Company, Mr. Dean brings over 24 years of leadership, executive management, and business strategy experience to the Board.

–        Similar to the Company, Dignity Health is subject to significant regulatory oversight, which provides Mr. Dean with additional insight in analyzing and advising on complex regulatory issues affecting the Company.

–        The Board also benefits from Mr. Dean’s substantial finance, systems operations, service quality, human resources, and community affairs expertise, which he gained as a result of his responsibilities with Dignity Health.

–        Mr. Dean’s prior service as the non-executive chairman and a director of Cytori Therapeutics provides an additional corporate governance perspective to the Board.

–        Mr. Dean holds a Master’s Degree in Education from Western Michigan University and also is a graduate of Pennsylvania State University’s Executive Management Program.

ELIZABETH A. DUKE

Age: 63

Director since:

January 2015

Other Current Public Company Directorships:

None

Committees:

Credit

Finance

Risk

Business Experience

Ms. Duke served as a member of the Federal Reserve Board of Governors from August 2008 to August 2013, where she served as chair of the Federal Reserve’s Committee on Consumer and Community Affairs and as a member of its Committee on Bank Supervision and Regulation, Committee on Bank Affairs, and Committee on Board Affairs. From March 2014 to September 2015, she served as executive-in-residence at Old Dominion University (higher education), Norfolk, Virginia. Previously, she was chief operating officer of TowneBank from 2005 to 2008, and was an executive vice president at Wachovia Bank, N.A., (2004 to 2005) and at SouthTrust Bank (2001 to 2004) which was acquired by Wachovia in 2004. Ms. Duke also served as chief executive officer of Bank of Tidewater, which was acquired by SouthTrust, and chief financial officer of Bank of Virginia Beach.

Principal Qualifications and Experience

–        As a former member of the Federal Reserve Board of Governors, Ms. Duke has broad experience and knowledge of the U.S. financial system, financial regulation, and economic and public policy matters.

–        Ms. Duke’s service as a Federal Reserve Governor during a critical time for the U.S. economy and banking system provides her with experience identifying, assessing, and managing risk exposures of financial firms such as the Company, as well as insight and a unique understanding of risks and opportunities that contribute important risk management experience to the Board.

–        She also brings extensive financial services and financial management experience to the Board as a result of various senior leadership roles leading banking operations in markets where the Company does business, including as chief operating officer of TowneBank, chief executive officer of Bank of Tidewater, and as a senior officer of SouthTrust Bank and Wachovia Bank, N.A., the last three of which banks along with Bank of Virginia Beach are now part of the Company.

–        Ms. Duke has a Master of Business Administration from Old Dominion University.

SUSAN E. ENGEL

Age: 69

Director since:

May 1998

Other Current Public Company Directorships:

None

Committees:

Credit

Finance

Human Resources

Business Experience

Ms. Engel served as Chief Executive Officer of Portero, Inc., New York, New York (an online retailer of luxury pre-owned and vintage personal accessories) from July 2009 until June 2013 when the company was acquired. She presently provides services to Trewstar Corporate Board Services, a director search firm specializing in placement of women on corporate boards. She served as Chairwoman, CEO, and a director of Lenox Group Inc., Eden Prairie, Minnesota (a tabletop, collectibles, and giftware marketer, manufacturer, and wholesaler) from November 1996 until she retired in January 2007. She was formerly a director of SUPERVALU INC.

Principal Qualifications and Experience

–        Ms. Engel has extensive executive management, leadership, and sales and marketing experience, which she has acquired as the CEO of several public and private companies over the past 23 years, including as CEO of Portero, Inc. and Lenox Group.

–        Her senior leadership roles in retail-based businesses provide business development, retail, marketing and online sales experience to the Board, which is important to our retail and internet banking businesses.

–        Her experience serving as the president and chief executive officer of Champion Products, Inc., the athletic apparel division of Sara Lee Corporation for approximately three years and as a consultant with Booz Allen Hamilton, a large management consulting firm, for over 14 years also provide her with significant experience in business operations and strategic planning.

–        Ms. Engel has a Master of Business Administration from Harvard Business School.

ENRIQUE HERNANDEZ, JR.

Age: 60

Director since:

January 2003

Other Current Public Company Directorships:

Chevron Corporation

McDonald’s Corporation

Nordstrom, Inc. (Chairman)

Committees:

Corporate Responsibility

Finance (Chair)

Risk (Chair)

Business Experience

Mr. Hernandez has served as Chairman, President, Chief Executive Officer, and a director of Inter-Con Security Systems, Inc., Pasadena, California (security services) since 1986.

Principal Qualifications and Experience

–        Mr. Hernandez brings leadership and executive management experience to the Board as the chairman, president and CEO of Inter-Con Security Systems, Inc., a global security services provider, and as the non-executive chairman of the board of Nordstrom, Inc., a large publicly traded retail company.

–        The Board benefits from the valuable corporate governance and board leadership experience and expertise that Mr. Hernandez has acquired, particularly in areas such as business strategy, risk assessment, and succession planning.

–        Mr. Hernandez also has extensive experience in the banking industry, as well as financial management expertise as a former member of the boards and audit committees of two other large financial institutions (Great Western Financial Corporation from 1993 to 1997 and Washington Mutual, Inc. from 1997 to 2002). Mr. Hernandez has served as past chair of the audit committee of Nordstrom and serves as current chair of the audit committee of McDonald’s, which have further enhanced his finance experience.

–        Mr. Hernandez has a law degree from Harvard Law School and practiced as a litigation attorney for four years with a large law firm in California, which provides him with additional insight on risk management and litigation issues relevant to the Company’s operations.

DONALD M. JAMES

Age: 67

Director since:

January 2009

Other Current Public Company Directorships:

The Southern Company

Committees:

Finance

Human Resources

Business Experience

Mr. James served as Chairman and a director from 1997 until December 2015 and Chief Executive Officer from 1997 until July 2014 of Vulcan Materials Company, Birmingham, Alabama (construction materials). He was formerly a director of Vulcan Materials Company.

Principal Qualifications and Experience

–        Mr. James brings extensive leadership and executive management experience to the Board as the former chairman and CEO of Vulcan Materials Company where he also served in various senior management positions, including as president and chief operating officer.

–        Before joining Vulcan, Mr. James practiced law as a partner in a large law firm in Alabama and was a member of the firm’s Executive Committee, which also provides him with additional perspective in dealing with complex legal, regulatory, and risk matters affecting the Company.

–        As a former board member of Wachovia, SouthTrust Corporation (which was acquired by Wachovia), and Protective Life Corporation, Mr. James has substantial knowledge and experience in the banking and financial services industry, and his service as chairman of the Governance Committee of The Southern Company, a large public utility company, also brings important corporate governance, regulatory oversight, succession planning, and business strategy experience to the Board.

–        Mr. James holds a Master of Business Administration from University of Alabama and a law degree from University of Virginia.

CYNTHIA H. MILLIGAN

Age: 69

Director since:

July 1992

Other Current Public Company Directorships:

Calvert Funds (20 Calvert-sponsored mutual fund boards)

Kellogg Company

Raven Industries, Inc.

Committees:

Corporate Responsibility

Credit (Chair)

Governance and Nominating

Risk

Business Experience

Ms. Milligan served as Dean of the College of Business Administration at the University of Nebraska-Lincoln, Lincoln, Nebraska (higher education) from June 1998 to May 2009, when she was named Dean Emeritus of the College of Business Administration.

Principal Qualifications and Experience

–        Ms. Milligan has extensive experience in the financial services industry, including as a bank regulator, consultant, and lawyer, which provides valuable insight to the Board on banking, regulatory, and risk assessment and management issues.

–        Ms. Milligan served as the Director of Banking and Finance for the State of Nebraska from 1987 until 1991, responsible for supervising several hundred banks and other financial institutions, and she also served as a Director, Omaha Branch, of the Kansas City Federal Reserve for approximately six years.

–        In addition, she was president of her own consulting firm for financial institutions for approximately seven years and acquired significant banking and related financial management expertise in this role, as well as during her service as a bank regulator and as Dean of the College of Business Administration for the University of Nebraska-Lincoln.

–        Ms. Milligan serves as a trustee of the W.K. Kellogg Foundation, one of the largest philanthropic foundations in the U.S., which provides her with insight on social responsibility matters.

–        She has a law degree from George Washington University National Law Center and was a senior partner at a law firm in Nebraska, as well as an Adjunct Professor of Law in taxation at Georgetown University Law Center and in banking and taxation at the University of Nebraska College of Law.

FEDERICO F. PEÑA

Age: 69

Director since:

November 2011

Other Current Public Company Directorships:

Sonic Corp.

Committees:

Audit and Examination

Corporate Responsibility (Chair)

Governance and Nominating

Risk

Business Experience

Mr. Peña has served as a Senior Advisor of Vestar Capital Partners, Denver, Colorado (private equity firm) since January 2009 and previously served as a Managing Director of Vestar from January 2000 to January 2009. He served as the U.S. Secretary of Energy from March 1997 until June 1998 and as the U.S. Secretary of Transportation from January 1993 until February 1997. Since July 2014, he also has served as a Senior Advisor to the Colorado Impact Fund, a venture capital fund dedicated to supporting local companies.

Principal Qualifications and Experience

–        As the former U.S. Secretary of Energy and U.S. Secretary of Transportation, as well as Mayor of the City and County of Denver, Colorado for eight years and member of the Colorado House of Representatives for four years, Mr. Peña brings substantial leadership, executive management, regulatory, public policy and community affairs expertise to the Board, which provide invaluable insight as the Company operates in the rapidly changing regulatory, political, and social environment for financial services companies.

–        Mr. Peña’s service with Vestar, including his work analyzing complex financial transactions and advising senior management teams, as well as his experience founding and leading his own investment management firm, contribute important financial management, investment, business strategy, and business development skills to the Board, which are useful in its oversight of the Company’s capital markets and investment advisory businesses.

–        He holds a law degree from the University of Texas, which enhances his understanding of legal and regulatory issues affecting the Company.

JAMES H. QUIGLEY

Age: 64

Director since:

October 2013

Other Current Public Company Directorships:

Hess Corporation

Merrimack Pharmaceuticals, Inc.

Committees:

Audit and Examination (Chair)

Credit

Risk

Business Experience

Mr. Quigley served as senior partner of Deloitte LLP, New York, New York (audit, financial advisory, risk management, tax, and consulting) from June 2011 until his retirement in June 2012, when he was named CEO Emeritus. Prior to his retirement, he served as chief executive officer of Deloitte Touche Tohmatsu Limited (DTTL, the Deloitte global network) from June 2007 to June 2011, and as chief executive officer of Deloitte LLP, the U.S. member firm of DTTL, from 2003 until 2007.

Principal Qualifications and Experience

–        Mr. Quigley brings extensive leadership, accounting and financial reporting, auditing, and risk management experience to the Board. He served Deloitte for over 35 years in a wide range of leadership positions, including as CEO, and provided accounting, financial advisory, and consulting services to many of Deloitte’s leading clients in a range of industries.

–        Mr. Quigley’s broad management experience running a prominent global firm, as well as his experience advising diverse multinational companies operating in complex environments, provides the Board with key perspective on leadership, business operations, strategic planning, risk, and corporate governance matters.

–        His current service as trustee of the International Financial Reporting Standards Foundation and a member of the Board of Trustees of The German Marshall Fund of the United States also provides valuable insight on international business affairs.

–        He previously was a co-chairman of the Transatlantic Business Dialogue and a director of the Center for Audit Quality, a trustee of the Financial Accounting Foundation, a member of the U.S. Securities and Exchange Commission Advisory Committee on Improvements to Financial Reporting, and a member of numerous committees of the American Institute of Certified Public Accountants.

–        He earned a Bachelor of Science degree and honorary Doctorate of Business from Utah State University.

STEPHEN W. SANGER

Age: 69

Director since:

July 2003

Other Current Public Company Directorships:

Pfizer Inc.

Committees:

Governance and Nominating (Chair)

Human Resources

Risk

Independent Lead Director

Business Experience

Mr. Sanger served as Chairman of General Mills, Inc., Minneapolis, Minnesota (packaged food producer and distributor) from May 1995, and as a director since 1992, until he retired in May 2008. He also served as Chief Executive Officer of General Mills from May 1995 to September 2007. Mr. Sanger joined General Mills in 1974 and held various management positions at General Mills before becoming chairman and CEO in 1995. He was formerly a director of Target Corporation.

Principal Qualifications and Experience

–        Mr. Sanger brings leadership, executive management, and marketing and consumer experience to the Board, as well as valuable experience in corporate strategy and mergers and acquisitions.

–        Mr. Sanger led General Mills through the complex acquisition and integration of Pillsbury, and his extensive experience gained from leading a company responsible for developing and marketing some of the world’s best known consumer brands is beneficial to the Company and the Board.

–        He has served on the audit, compensation and governance committees of several large public companies, including currently as a member of the audit committee and chair of the governance committee of Pfizer and previously as a member of the compensation and governance committees of Target, which enhance his human resources, management succession planning, and corporate governance skills.

–        Mr. Sanger has served as our Board’s Lead Director since 2012.

–        Mr. Sanger holds a Master of Business Administration from the University of Michigan.

JOHN G. STUMPF

Age: 62

Director since:

June 2006

Other Current Public Company Directorships:

Chevron Corporation

Target Corporation

Business Experience

Mr. Stumpf has served as our Chairman since January 2010 and Chief Executive Officer since June 2007. He also served as our President from August 2005 to November 2015 and as our Chief Operating Officer from August 2005 to June 2007.

Principal Qualifications and Experience

–        Mr. Stumpf has been employed with the Company for over 34 years in a variety of management and senior management positions and he brings to the Board tremendous experience and knowledge regarding the financial services industry and the Company’s businesses, as well as a complete understanding of the Company’s vision and strategy.

–        Mr. Stumpf has extensive leadership and risk management experience, and his service on the board of directors for The Clearing House and the Financial Services Roundtable and on the Financial Advisory Council for the Federal Reserve Board provides additional insight to the Board on key issues facing the Company and the financial services industry.

–        Following the former Norwest’s merger with the former Wells Fargo in 1998, Mr. Stumpf served as head of the Company’s southwestern and western banking groups, led the integration of the Company’s acquisition of First Security Corporation, and served as Group EVP of Community Banking. As CEO, he led the acquisition and integration of Wachovia, the largest banking merger and integration in U.S. history.

–        He has a Master of Business Administration from the University of Minnesota.

SUSAN G. SWENSON

Age: 67

Director since:

November 1998

Other Current Public Company Directorships:

Harmonic Inc.

Novatel Wireless, Inc.

Spirent Communications plc^*

Committees:

Audit and Examination

Governance and Nominating

Business Experience

Ms. Swenson has served as a director of Novatel Wireless, Inc. since June 2012 and as chair of Novatel’s board of directors since April 2014. On October 27, 2015, she also was appointed as Chief Executive Officer of Novatel immediately following the termination of its former CEO on that date. Previously, she served as President and Chief Executive Officer of Sage Software-North America, the North American operations of The Sage Group PLC located in the United Kingdom (business management software and services supplier) from March 2008 until April 2011. Ms. Swenson also held positions as the Chief Operating Officer of Atrinsic, Inc. (formerly known as New Motion, Inc.) from August 2007 to March 2008 and Amp’d Mobile, Inc. from October 2006 to July 2007. In light of her recent appointment as CEO of Novatel, Ms. Swenson has informed the Company that she is evaluating a reduction in the number of other public company boards on which she serves.

^* Listed on the London Stock Exchange, but not subject to SEC public company reporting rules

Principal Qualifications and Experience

–        Ms. Swenson brings extensive leadership, executive management, and technology experience to the Board. Ms. Swenson has over 31 years’ experience in the telecommunications industry, including as the CEO or COO of several public and private companies, and as chair of the board of the First Responder Network Authority, an independent U.S. governmental entity created to establish a nationwide, public safety broadband network.

–        Ms. Swenson’s experience and management responsibilities during her business career have included information technology, engineering, software research and development, marketing and sales, business operations, and customer care and loyalty, each of which is important to the Company, particularly in its retail, internet, and mobile banking businesses.

–        She has served on several public and private boards, including as chair of the audit committee for Palm, Inc. from 1999 to 2004, and has extensive financial management expertise.

SUZANNE M. VAUTRINOT

Age: 56

Director since:

February 2015

Other Current Public

Company Directorships:

Ecolab Inc.

Symantec Corporation

Committees:

Audit and Examination

Credit

Business Experience

Ms. Vautrinot has served as President of Kilovolt Consulting Inc., San Antonio, Texas (a cyber security strategy and technology consulting firm) since October 2013. Ms. Vautrinot retired from the United States Air Force in October 2013 after 31 years of service. During her distinguished career with the United States Air Force, she served in a number of leadership positions including as Major General and Commander, 24^th Air Force, Air Forces Cyber and Air Force Network Operations from April 2011 to October 2013, Special Assistant to the Vice Chief of Staff of the United States Air Force in Washington, D.C. from December 2010 to April 2011, Director of Plans and Policy, U.S. Cyber Command and Deputy Commander, Network Warfare, U.S. Strategic Command from June 2008 to December 2010, and Commander, Air Force Recruiting Service from July 2006 to June 2008. She has been awarded numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal.

Principal Qualifications and Experience

–        As a result of more than 30 years of service in various leadership and command roles in the United States Air Force, Ms. Vautrinot brings extensive space and cyber technology and operations expertise to our Board at a time when protecting financial institutions and the financial system from cyber threats is a top priority.

–        In addition to her vast cyber expertise, Ms. Vautrinot has led large, complex, and global organizations which brings operational, strategic, and innovative technology skills to the Board. She retired as a Major General and Commander, 24^th Air Force, where she oversaw a multi-billion dollar cyber enterprise responsible for operating, extending, maintaining, and defending the Air Force portion of the Department of Defense global network.

–        As Commander, 24^th Air Force, she led a workforce unit of approximately 14,000 military, civilian and contractor personnel, which along with her other leadership roles and assignments in the United States Air Force, provides her with significant planning and policy, strategic security, and workforce development expertise.

–        She has a Bachelor of Science from the United States Air Force Academy, a Master of Science in systems management from the University of Southern California, and was a National Security Fellow at the John F. Kennedy School of Government at Harvard University.

Whether the individual meets the Board-approved minimum qualifications for director nominees described below;

Whether there are any apparent conflicts of interest in the individual’s serving on our Board; and

Whether the individual would be considered independent under our Director Independence Standards, which are described below under “Director Independence.”

A demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (e.g., chief executive officer, managing partner, president) in a large or recognized organization or governmental entity;

Financial literacy or other professional or business experience relevant to an understanding of our businesses; and

A demonstrated ability to think and act independently, as well as the ability to work constructively in a collegial environment.

The stockholder’s name and address and proof of the number of shares of our common stock he or she beneficially owns;

The name of the proposed nominee and the number of shares of our common stock he or she beneficially owns;

Sufficient information about the nominee’s experience and qualifications for the GNC to make a determination whether the individual would meet the minimum qualifications for directors; and

Such individual’s written consent to serve as a director of the Company, if elected.

The Company’s banking and other subsidiaries had ordinary course banking and financial services relationships in 2015 with all of our directors, some of their immediate family members, and/or certain entities affiliated with such directors and their immediate family members, all of which were on substantially the same terms as those available at the time for comparable transactions with persons not affiliated with the Company and complied with applicable banking laws.

The Company and its subsidiaries purchase products or services in the ordinary course of business from wireless telecommunications carriers, including products and services provided to those carriers by BlackBerry Limited, where John S. Chen is executive chairman and chief executive officer. The aggregate amount of payments made by the Company during 2015 to these carriers and to BlackBerry for the use of BlackBerry devices did not exceed 1% of BlackBerry’s or the Company’s 2015 consolidated gross revenues. James H. Quigley is a retired partner of Deloitte, which provides advisory services in the ordinary course of business to the Company and its subsidiaries. Mr. Quigley retired as a partner of Deloitte in 2012, and the Company’s payments in 2015 to Deloitte were less than 1% of that firm’s and the Company’s 2015 consolidated gross revenues.

The Company or its charitable foundation made charitable contributions during 2015 to a tax-exempt organization where Lloyd H. Dean is employed as an executive officer and to a tax-exempt organization where John D. Baker II serves as chairman of the board of trustees. In each case, the contributions were less than $100,000.

Elizabeth A. Duke has outstanding pension and supplemental retirement plan balances with an aggregate actuarial present value of approximately $155,000 earned from her prior employment with SouthTrust Corporation and its successor, Wachovia Corporation, which employment ended in 2005. No additional service-based contributions or accruals will be made to either plan balance. Payment of the plan balances is not conditioned on any future service or performance by Ms. Duke and will be made in accordance with the applicable plan documents. The Company assumed these pre-existing obligations under the applicable plans following the Wachovia merger at the end of 2008.

After 17 years of dedicated service on our Board, Judith M. Runstad has decided not to stand for re-election and will retire from our Board at the 2016 annual meeting

Federico F. Peña succeeded Ms. Runstad as Chair of the Corporate Responsibility Committee and a member of the Risk Committee on March 1, 2016

Elizabeth A. Duke, an independent director with financial services and risk management experience, joined our Board in January 2015 and serves on our Credit Committee, Finance Committee, and Risk Committee

Suzanne M. Vautrinot, an independent director with cyber security experience, joined our Board in February 2015 and serves on our Audit and Examination Committee and Credit Committee

Name

John D. Baker II

Elaine L. Chao

John S. Chen

Lloyd H. Dean

Elizabeth A. Duke (1)

Susan E. Engel

Enrique Hernandez, Jr. (2)

Donald M. James

Cynthia H. Milligan

Federico F. Peña (3)

James H. Quigley

Judith M. Runstad

Stephen W. Sanger

Susan G. Swenson

Suzanne M. Vautrinot (4)

Audit and Examination Committee (AEC)

Number of meetings

in 2015:    14

Members:

Quigley (Chair)

Baker

Peña

Swenson

Vautrinot

Primary Responsibilities:

•   Assists the Board in fulfilling its responsibilities to oversee the integrity of our financial statements and the adequacy and reliability of disclosures to our stockholders, including our internal control over financial reporting;

•   Selects and evaluates our independent auditor, including its qualifications and independence and approves all audit engagement fees and terms and all non-audit engagements of the independent auditor and engagement fees of any other external auditor for additional required audit, review or attest services;

•   Approves the appointment and compensation of the Company’s Chief Auditor and oversees the performance of the Chief Auditor and the internal audit function;

•   Oversees operational risk, legal and regulatory compliance, financial crimes risk (Bank Secrecy Act and Anti-Money Laundering), information security risk (including cyber), and technology risk, approves significant supporting operational risk, compliance and financial crimes policies and programs, including our information security program, and reviews regulatory examination reports and communications;

•   Reviews and discusses the implementation and effectiveness of our ethics, business conduct, and conflicts of interest program;

•   Oversees resolution planning; and

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

Independence and Experience: Each member of the AEC is independent, as independence for audit committee members is defined by NYSE and SEC rules. The Board has determined, in its business judgment, that each current member of the AEC listed above is financially literate as required by NYSE rules, and that each of John D. Baker II, Federico F. Peña, James H. Quigley, and Susan G. Swenson qualifies as an “audit committee financial expert” as defined by SEC regulations. No AEC member may serve on the audit committee of more than two other public companies.

Corporate Responsibility Committee (CRC)

Number of meetings

in 2015:    3

Members:

Peña (Chair)

Baker

Dean

Hernandez

Milligan

Runstad

Primary Responsibilities:

•   Oversees the Company’s policies, programs, and strategies regarding social responsibility matters of significance to the Company and the public at large, including the Company’s community development and reinvestment activities and performance, fair and responsible lending, support of charitable organizations, and policies and programs related to environmental sustainability and human rights;

•   Oversees the Company’s government relations and public advocacy policies and programs and at least annually receives reports from management on political and lobbying activities, including payments made to trade associations by Wells Fargo;

•   Monitors the Company’s relationships with external stakeholders regarding significant social responsibility matters;

•   Monitors the Company’s reputation generally, including with its customers; and

•   Receives reports and updates on customer service and complaints, including related to the Company’s culture and its team members’ focus on serving customers, and other matters relating to the Company’s brand and reputation.

Credit Committee (Credit)

Number of meetings

in 2015:    8

Members:

Milligan (Chair)

Baker

Chao

Duke

Engel

Quigley

Runstad

Vautrinot

Primary Responsibilities:

•   Monitors and reviews the performance and quality of, and the trends affecting our credit portfolios;

•   Oversees the effectiveness and administration of our credit risk management framework and other credit policies, including the organizational structure of Risk Asset Review (RAR), RAR’s examination of the Company’s credit portfolios, processes, and practices, the Company’s adherence to credit risk appetite metrics, and credit risk aggregation and concentration limits;

•   Reviews management’s assessment of the appropriateness of the allowance for credit losses, including the methodology and governance supporting the allowance for credit losses; and

•   Reviews and approves other credit-related activities as it deems appropriate or that are required to be approved by law or regulation, including the Company’s credit quality plan, credit stress testing framework and related stress test results.

Finance Committee (Finance)

Number of meetings

in 2015:    4

Members:

Hernandez (Chair)

Chao

Duke

Engel

James

Runstad

Primary Responsibilities:

•   Oversees the administration and effectiveness of financial risk management policies and processes used to assess and manage market risk, interest rate risk, and investment risk;

•   Reviews the Company’s capital levels relative to budgets and forecasts as well as the Company’s risk profile, approves the Company’s capital management and stress-testing policies, and oversees the administration and effectiveness of the Company’s capital management and planning activities;

•   Reviews the Company’s annual financial plan and financial and investment performance, and recommends to the Board the declaration of common stock dividends, the repurchase of securities, and the approval of significant capital expenditures; and

•   Oversees recovery planning.

Governance and Nominating Committee (GNC)

Number of meetings

in 2015:    4

Members:

Sanger (Chair)

Dean

Milligan

Peña

Swenson

Primary Responsibilities:

•   Assists the Board by identifying individuals qualified to become Board members and recommends to the Board nominees for director and committee membership;

•   Annually reviews and assesses the adequacy of our Corporate Governance Guidelines and oversees a review of the Board’s performance;

•   Recommends to the Board a determination of each non-employee director’s “independence” under applicable rules and guidelines;

•   Reviews director compensation and recommends any changes for approval by the Board; and

•   Oversees the Company’s engagement with stockholders and other interested parties concerning governance matters and works with the Board’s other committees in connection with stockholder engagement on matters subject to the oversight of such other committees.

Human Resources Committee (HRC)

Number of meetings

in 2015:    5

Members:

Dean (Chair)

Chen

Engel

James

Sanger

Primary Responsibilities:

•   Discharges the Board’s responsibilities relating to the Company’s overall compensation strategy and the compensation of our executive officers;

•   Oversees the Company’s incentive compensation practices so that they are consistent with the safety and soundness of the Company and do not encourage excessive risk-taking and reviews and approves benefit and compensation plans and arrangements applicable to executive officers of the Company;

•   Evaluates the CEO’s performance and approves and recommends the CEO’s compensation to our Board for ratification and approval and approves compensation for our other executive officers and any other officers or employees as the HRC determines appropriate;

•   Oversees talent management and succession planning and diversity and inclusion initiatives;

•   Oversees actions taken by the Company regarding stockholder approval of executive compensation matters, including advisory votes on executive compensation; and

•   Has the sole authority to retain or obtain the advice of and terminate any compensation consultant, independent legal counsel or other advisor to the HRC, and evaluates the independence of its advisors in accordance with NYSE rules.

The HRC may delegate certain of its responsibilities to one or more HRC members or to designated members of senior management or committees. The HRC has delegated authority to the Director of Human Resources and the Director of Compensation and Benefits for the administration of the Company’s benefit and compensation programs; however, the HRC generally has sole authority relating to incentive compensation plans applicable to executive officers, the approval of awards under any equity-based plans or programs and material amendments to any benefit or compensation plans or programs.

Independence: The Board has determined that each member of the HRC is a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, as amended, and is independent, as independence for compensation committee members is defined by NYSE rules.

Risk Committee (Risk)

Number of meetings

in 2015:    7

Members:

Hernandez (Chair)

Dean

Duke

Milligan

Peña

Quigley

Sanger

Primary Responsibilities:

•   Approves and oversees the Company’s enterprise-wide risk management framework and structure, including through the approval of the risk management framework which outlines the Company’s approach to risk management and the policies, processes, and governance structures necessary to execute the risk management program, and approves the framework and policies for managing our key risk types;

•   Oversees the Corporate Risk function and the performance of the Chief Risk Officer, approves the appointment and compensation of the Chief Risk Officer, and monitors the effectiveness of our enterprise-wide risk program;

•   Annually recommends to the Board, and monitors adherence to, our risk appetite, and reviews our aggregate enterprise-wide risk profile and its alignment with our strategy and risk appetite;

•   Holds joint meetings with the AEC to focus on information security risk (including cyber) and technology risk;

•   Oversees the Company’s Volcker compliance program; and

•   Oversees liquidity and funding risks, and risks associated with acquisitions and significant new business or strategic initiatives.

Independence: Each member of the Risk Committee is independent, as independence is defined by NYSE rules.

The Corporate Responsibility Committee’s charter was amended to enhance the committee’s oversight responsibilities for the Company’s reputation generally, including with customers, by clarifying that the Committee’s oversight of customer service and complaint matters includes matters relating to the Company’s culture and its team members’ focus on serving customers;

The Company increased reporting provided to the Board’s Corporate Responsibility Committee on political and lobbying activities to include at least annually information on lobbying payments and payments made to trade associations, as part of the committee’s existing oversight responsibilities for the Company’s government relations activities and public advocacy policies and programs; and

To enhance Board-level oversight and avoid duplication, the Audit and Examination Committee began to hold periodic joint meetings with the Risk Committee in 2016 to focus on oversight of information security risk (including cyber) and technology risk.

Board of Directors

Annually approves overall enterprise statement of risk appetite

Oversight includes:

•          Enterprise-wide risk management framework and structure, including through the approval of the risk management framework which outlines the Company’s approach to risk management and the policies, processes, and governance structures necessary to execute the risk management program

•          Risk functional framework and oversight policies, which outline roles and responsibilities for managing key risk types and the most significant cross-functional risk areas, including counterparty credit risk

•          Corporate Risk function, including performance and compensation of the Chief Risk Officer

•          Risk coverage statement

•          Aggregate enterprise-wide risk profile and alignment of risk profile with the Company’s strategy, objectives, and risk appetite

•          Risk appetite statement, including changes in risk appetite and adherence to risk limits

•          Risks associated with acquisitions and significant new business or strategic initiatives

•          Liquidity and funding risks, emerging risk, strategic risk, and other selected risk topics and enterprise-wide risk issues, including model risk

•          Volcker compliance program

•          Through joint meetings with the AEC, information security risk (including cyber) and technology risk

Oversight includes:

•     Internal control over financial reporting

•     Disclosure framework for financial and risk reports prepared for the Board, management and bank regulatory agencies

•     External auditor performance

•     Internal audit function, including performance and compensation of the Chief Auditor

•     Operational risk, compliance with legal and regulatory requirements, financial crimes risk (BSA/AML), information security risk (including cyber), and technology risk, including through approval (and recommendation to the Risk Committee) of the relevant functional framework and oversight policies

•     Ethics, business conduct, and conflicts of interest program

•     Resolution planning

Oversight includes:

•     Credit risk, including through approval (and recommendation to the Risk Committee) of the credit risk functional framework and oversight policy

•     Allowance for credit losses, including governance and methodology

•     Adherence to enterprise credit risk appetite metrics and concentration limits

•     Credit quality plan

•     Compliance with credit risk framework, policies and underwriting standards

•     Credit stress testing framework and results (including credit modeling issues)

•     Credit aspects of Basel Capital Accords

•     Risk Asset Review organization, resources, and structure, and its examinations of credit portfolios, processes, and practices

Oversight includes:

•     Reputation risk, including through approval (and recommendation to the Risk Committee) of the reputational risk functional framework and oversight policy

•     Customer service and complaint matters, including related to the Company’s culture and its team members’ focus on serving customers

•     Fair and responsible mortgage and other consumer lending reputational risks

•     Social responsibility, political, and environmental risks

Oversight includes:

•     Interest rate risk, including mortgage servicing rights

•     Market risk, including trading and derivative activities

•     Approval (and recommendation to the Risk Committee) of the interest rate risk and market risk functional framework and oversight policies

•     Investment risk, including fixed-income and equity portfolios

•     Capital position and planning, including capital levels relative to budgets and forecasts and the Company’s risk profile, capital adequacy assessment and planning, and stress testing activities

•     Financial risk management policies used to assess and manage above market, interest rate, liquidity and investment risks

•     Annual financial plan

•     Recovery planning

Oversight includes:

•     Corporate governance compliance

•     Board and committee performance

Oversight includes:

•     Overall incentive compensation strategy and incentive compensation practices

•     Compensation risk management

•     Talent management and succession planning

Name

John D. Baker II

Elaine L. Chao