WELLS FARGO & CO/MN (Form: 8-K, Received: 05/04/2009 17:18:21)

Dated: May 4, 2009

WELLS FARGO & COMPANY

/s/ Julie M. White

Julie M. White

Executive Vice President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2009

WELLS FARGO & COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-2979

No. 41-0449260

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of Principal Executive Offices) (Zip Code)

1-866-249-3302

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Company’s annual meeting of stockholders held on April 28, 2009, stockholders approved an amendment to Section 4.1 of the Company’s Long-Term Incentive Compensation Plan (LTICP), which plan permits a committee of the Company’s Board of Directors to grant awards in the form of stock options, stock appreciate rights (SARs), restricted stock, restricted share rights, performance shares, performance units or stock awards to eligible directors and team members, to (i) authorize an additional 150 million shares of the Company’s common stock to be available for awards under the LTICP, and (ii) count each share issued under awards other than options or SARs against the number of shares available for awards under the LTICP as two shares instead of three and one-half shares. The foregoing description of the amendment to the LTICP is qualified in its entirety by reference to the full text of the LTICP, as amended on April 28, 2009, a copy of which is filed as Exhibit 10(a) to this report and incorporated herein by reference.

The Company’s named executive officers participate in the Company’s non-qualified Supplemental Cash Balance Plan and Supplemental 401(k) Plan (collectively, the “Supplemental Plans”), which restore certain retirement benefits lost due to (i) various limitations imposed by the Internal Revenue Service (IRS) on contributions and/or eligible compensation in the Company’s qualified retirement plans, and (ii) deferrals of compensation under the Company’s Deferred Compensation Plan. On April 28, 2009, the Company’s Board approved amendments to freeze the Supplemental Plans effective as of July 1, 2009. As a result of the amendments, there will be no new participants in the Supplemental Plans and no additional benefits will accrue to participants after June 30, 2009, except to the extent additional benefit accruals may be necessary in 2009 to account for 2009 compensation deferrals under the Deferred Compensation Plan and/or the impact of any IRS-imposed limitations related to the Company’s qualified Cash Balance Plan. The foregoing description of the Supplemental Plans is qualified in its entirety by reference to the full text of the Supplemental Plans, copies of which are filed as Exhibits 10(b) and (c), respectively, to this report and are incorporated herein by reference.

Item 8.01.

Other Events.

The Company held its annual meeting of stockholders on April 28, 2009. At the meeting, stockholders elected all 19 of the directors nominated by the Board of Directors and ratified the appointment of KPMG LLP as independent auditors for 2009. Each director received a greater number of votes cast “for” his or her election than votes cast “against” his or her election. Stockholders approved the compensation of the Company’s named executive officers as disclosed in the Company’s 2009 proxy statement and the amendment to the LTICP, and did not approve the two stockholder proposals presented at the meeting, as follows:

Proposal to Approve a Non-Binding Advisory Resolution Regarding the Compensation of the Company’s Named Executives

For

Against

Abstentions

Broker

Non-Votes

3,400,103,857

176,518,053

86,899,138

N/A

Proposal to Approve an Amendment to the Company’s Long-Term Incentive Compensation Plan

For

Against

Abstentions

Broker

Non-Votes

2,114,115,130

985,312,415

21,822,848

542,270,655

Stockholder Proposal Regarding a By-Laws Amendment to Require an Independent Chairman

For

Against

Abstentions

Broker

Non-Votes

952,307,141

2,108,895,555

60,047,697

542,270,655

Stockholder Proposal Regarding a Report on Political Contributions

For

Against

Abstentions

Broker

Non-Votes

719,820,122

1,925,869,627

475,560,644

542,270,655

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description
10(a)		Long-Term Incentive Compensation Plan, as amended through April 28, 2009.

10(b)		Supplemental Cash Balance Plan, as amended through April 28, 2009.

10(c)		Supplemental 401(k) Plan, as amended through April 28, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description
10(a)		Long-Term Incentive Compensation Plan, as amended through April 28, 2009.

10(b)		Supplemental Cash Balance Plan, as amended through April 28, 2009.

10(c)		Supplemental 401(k) Plan, as amended through April 28, 2009.

Exhibit 10(a)

LONG-TERM INCENTIVE COMPENSATION PLAN

(as amended through April 28, 2009)

Purpose . The purpose of Wells Fargo & Company’s Long-Term Incentive Compensation Plan (the “Plan”) is to motivate key employees and directors to produce a superior return to the stockholders of Wells Fargo & Company by offering them an opportunity to participate in stockholder gains, by facilitating stock ownership and by rewarding them for achieving a high level of corporate financial performance. The Plan is also intended to facilitate recruiting and retaining both talented executives for key positions and directors with outstanding abilities and skills by providing an attractive capital accumulation opportunity. The Plan was originally adopted on September 25, 1984, last amended and restated effective April 26, 2005 and subsequently amended effective August 1, 2005, August 4, 2006, February 28, 2007, and January 1, 2008. This amendment and restatement of the Plan, which has been approved by the Board (as defined below) subject to the approval of stockholders at the annual meeting of stockholders scheduled for April 29, 2008, shall not apply (and instead the terms of the Plan existing immediately prior to the amendment and restatement that would be deemed a “material modification” of such Award within the meaning of Section 409A of the Code shall apply) to Awards under the Plan that were both outstanding and vested as of December 31, 2004 if and to the extent that the application of the April 26, 2005 amendment and restatement or this amendment and restatement would be deemed a “material modification” of such Awards within the meaning of Section 409A of the Code.

2.	Definitions .

2.1

The following terms, whenever used in this Plan, shall have the meanings set forth below:

(a)

“Affiliate” means any corporation or limited liability company, a majority of the voting stock or membership interests of which is directly or indirectly owned by the Company, and any partnership or joint venture designated by the Committee in which any such corporation or limited liability company is a partner or joint venturer.

(b)

“Award” means a grant made under this Plan in the form of Performance Shares, Restricted Stock, Restricted Share Rights, Options, Performance Units, Stock Appreciation Rights, or Stock Awards.

(c)

“Award Agreement” means a written agreement or other communication evidencing the terms and conditions of an Award in the form of either an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or a certificate, notice, term sheet or similar communication.

(d)

“Beneficiary” means the person or persons determined in accordance with Section 13.

(e)

“Board” means the Board of Directors of the Company.

(f)

“Business Unit Net Earnings” means the net earnings of the business unit of the Company managed by a Participant, as determined in accordance with generally accepted accounting principles, adjusted in accordance with the Company’s management accounting practices and conventions in effect at the beginning of the relevant performance period, and as further adjusted in the same manner provided below for Net Income.

(g)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

(h)

“Committee,” unless otherwise specified or another committee consisting of two or more members is selected by the Board, means with respect to the Awards to Employees, the Human Resources Committee of the Board and with respect to the Awards to Directors, the Governance and Nominating Committee of the Board.

(i)

“Director” means an individual who both is a director of the Company and is not an employee of the Company or an Affiliate.

(j)

“Company” means Wells Fargo & Company, a Delaware corporation.

(k)

“Earnings Per Share” means the Company’s diluted earnings per share as reported in the Company’s consolidated financial statements for the applicable performance period, adjusted in the same manner as provided below for Net Income.

(l)

“Employee” means an individual who is a common law employee (including an officer or director who is also an employee) of the Company or an Affiliate.

(m)

“Fair Market Value” as of any date means, unless a different calculation measure is specified by the Committee, that day’s closing sales price of a Share on the New York Stock Exchange.

(n)

“Incentive Stock Option” means any Option designated as such and granted in accordance with the requirements of Section 422 of the Code.

(o)

“Net Income” shall mean the Company’s net income for the applicable performance period as reported in the Company’s consolidated financial statements, adjusted to eliminate the effect of (i) losses resulting from discontinued operations, (ii) extraordinary gains or losses, (iii) the cumulative effect of changes in generally accepted accounting principles, and (iv) any other unusual or non-recurring gain or loss which is separately identified and quantified.

(p)

“Non-Qualified Stock Option” means an Option other than an Incentive Stock Option.

(q)

“Option” means a right to purchase Stock.

(r)

“Participant” means a person described in Section 5 designated by the Committee to receive an Award under the Plan.

(s)

“Performance Cycle” means the period of time of not fewer than one year nor more than five years as specified by the Committee over which Performance Shares or Performance Units are to be earned.

(t)

“Performance Shares” means an Award made pursuant to Section 6 which entitles a Participant to receive Shares, their cash equivalent, or a combination thereof, based on the achievement of performance targets during a Performance Cycle.

(u)

“Performance Units” means an Award made pursuant to Section 6 which entitles a Participant to receive cash, Stock, or a combination thereof, based on the achievement of performance targets during a Performance Cycle.

(v)

“Plan” means this Long-Term Incentive Compensation Plan, as amended from time to time.

(w)

“Qualifying Performance Criteria” has the meaning set forth in Section 17.2.

(x)

“Restricted Share Right” means a grant under Section 9 of the right to receive a Share subject to vesting and such other restrictions imposed pursuant to said Section, together with dividend equivalents with respect to such Share if and as so determined by the Committee.

(y)

“Restricted Stock” means Stock granted under Section 7 that is subject to restrictions imposed pursuant to said Section.

(z)

For all Awards outstanding on November 2, 1998, “Retirement” means retirement which would entitle a Participant to a benefit under Section 6.1 or Section 6.2 of the Norwest Corporation Pension Plan or under Section 4.1 or Section 4.2 of the Norwest Financial Pension Plan if such plans had remained in effect under their terms as of November 2, 1998. For all Awards granted subsequent to November 2, 1998, “Retirement” means termination of employment after reaching the earlier of (i) age 55 with 10 completed years of service, or (ii) 80 points (with one point credited for each completed age year and one point credited for each completed year of service), or (iii) age 65. For purposes of this definition, a Participant is credited with one year of service after completion of each full 12-month period of employment with the Company or an Affiliate as determined by the Company or Affiliate.

(aa)

“Return on Realized Common Equity” means the Net Income of the Company on an annualized basis less dividends accrued on outstanding preferred stock, divided by the Company’s average total common equity excluding average accumulated comprehensive income as reported in the Company’s consolidated financial statements for the relevant performance period.

(bb)

“Share” means a share of Stock.

(cc)

“Shorter Vesting Awards” has the meaning set forth in Section 7.2.

(dd)

“Specified Employee” means a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), as determined in a uniform manner by the Company or its duly authorized representative for purposes of this Plan and all other nonqualified deferred compensation plans maintained by the Company and its affiliates.

(ee)

“Stock” means the common stock, $1- ² / 3 par value per share, of the Company.

(ff)

“Stock Appreciation Right” means a right awarded to a Participant pursuant to Section 11 that entitles the Participant to receive, in cash, Stock or a combination thereof, as determined by the Committee, an amount equal to or otherwise based on the excess of (a) the Fair Market Value of a Share at the time of exercise over (b) the exercise price of the right, as established by the Committee on the date the award is granted.

(gg)

“Stock Award” means an award of Stock granted to a Participant pursuant to Section 8.

(hh)

“Substitute Award” means an Award granted in connection with a transaction in substitution, exchange, conversion, adjustment, assumption or replacement of awards previously granted by an entity acquired by the Company or an Affiliate or with which the Company or an Affiliate merges or otherwise combines.

(ii)

“Term” means the period during which an Option or Stock Appreciation Right may be exercised or the period during which the restrictions placed on a Restricted Share Right or Restricted Stock are in effect.

2.2

Gender and Number . Except when otherwise indicated by context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

3.	Administration .

3.1

Administration of the Plan . The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board, except to the

extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934, as amended, or cause an Award not to qualify for treatment as “performance based compensation” under Section 162(m) of the Code. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. The Committee may delegate any or all aspects of the day-to-day administration of the Plan to one or more officers or employees of the Company or any Affiliate, and/or to one or more agents.

3.2

Powers of the Committee . Subject to the express provisions of this Plan, including, without limitation, Section 28, the Committee shall be authorized and empowered to take all actions that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which persons are eligible to be granted Awards under Section 5, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards; (iii) to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; (iv) to establish and certify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; (vi) to determine whether, and the extent to which, adjustments are required pursuant to Section 26; (vii) to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan.

3.3

Determinations by the Committee . All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, Beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

4.	Shares Available Under the Plan; Limitation on Awards .

4.1

Aggregate Limits . Subject to adjustment as provided in Section 26, the aggregate number of Shares issuable pursuant to all Awards under this Plan on or after March 1, 2009 shall not exceed 609,869,835 Shares; provided that each Share issued pursuant to Awards of Performance Shares, Restricted Stock, Restricted Share Rights, Performance Units or Stock Awards shall be counted against this limit as two (2) Shares. The Shares issued pursuant to Awards granted under this Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock not reserved for any other purpose.

4.2

Issuance of Shares . For purposes of this Section 4, the aggregate number of Shares available for Awards under this Plan at any time shall not be reduced with respect to Shares (the number determined consistent with the applicable Share counting provisions of Section 4.1) attributable to Awards that have been canceled, expired, forfeited or settled in cash. Substitute Awards may be granted under this Plan and such Substitute Awards shall not reduce the aggregate number of Shares available for Awards under this Plan.

4.3

Tax Code Limits . No Participant may be awarded in any calendar year (i) Options or Stock Appreciation Rights covering an aggregate of more than 14,000,000 Shares or (ii) Awards other than Options or Stock Appreciation Rights covering an aggregate of more than 4,000,000 Shares, which limits shall be calculated and adjusted pursuant to Section 26 only to the extent that such calculation or adjustment will not affect the status of any Award theretofore issued or that may thereafter be issued as “performance based compensation” under Section 162(m) of the Code. The maximum amount payable pursuant to that portion of a Performance Unit granted under this Plan in any calendar year to any Participant that is intended to satisfy the requirements for “performance based compensation” under Section 162(m) of the Code shall be a dollar amount not to exceed one-half of one percent (0.5%) of the Company’s Net Income for that calendar year.

Participation . Participation in the Plan shall be limited to Employees of the Company or an Affiliate selected by the Committee and to Directors. Options intending to qualify as Incentive Stock Options may only be granted to employees of the Company or any subsidiary within the meaning of the Code. Participation is entirely at the discretion of the Committee, and is not automatically continued after an initial period of participation.

Performance Shares and Performance Units . An Award of Performance Shares or Performance Units under the Plan shall entitle the Participant to future payments or Shares or a combination thereof based upon the level of achievement with respect to one or more pre-established performance criteria (including Qualifying Performance Criteria) established for a Performance Cycle.

6.1

Amount of Award . The Committee shall establish a maximum amount of a Participant’s Award, which amount shall be denominated in Shares in the case of Performance Shares or in dollars in the case of Performance Units.

6.2

Communication of Award . Each Award Agreement evidencing an Award of Performance Shares or Performance Units shall contain provisions regarding (i) the target and maximum amount payable to the Participant pursuant to the Award, (ii) the performance criteria and level of achievement versus these criteria that shall determine the amount of such payment, (iii) the Performance Cycle as to which performance shall be measured for determining the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Award prior to actual payment, (vi) forfeiture provisions and (vii) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee.

6.3

Performance Criteria . Performance criteria established by the Committee shall relate to corporate, group, unit or individual performance, and may be established in terms of earnings, growth in earnings, ratios of earnings to equity or assets, or such other measures or standards determined by the Committee; provided, however, that the performance criteria for any portion of an Award of Performance Shares or Performance Units that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Award is granted. Multiple performance targets may be used and the components of multiple performance targets may be given the same or different weighting in determining the amount of an Award earned, and may relate to absolute performance or relative performance measured against other groups, units, individuals or entities.

6.4

Discretionary Adjustments . Notwithstanding satisfaction of any performance goals, the amount paid under an Award of Performance Shares or Performance Units on account of either financial performance or personal performance evaluations may be reduced by the Committee on the basis of such further considerations as the Committee shall determine.

6.5

Payment of Awards . Following the conclusion of each Performance Cycle, the Committee shall determine the extent to which performance criteria have been attained, and the satisfaction of any other terms and conditions with respect to an Award relating to such Performance Cycle. The Committee shall determine what, if any, payment is due with respect to an Award and whether such payment shall be made in cash, Stock or a combination thereof. Payment shall be made in a single lump sum on such date after the end of the applicable Performance Cycle as the Committee establishes at the time the Award is granted, subject to such terms and conditions and in such form as may be prescribed by the Committee. The payment date so established by the Committee shall not be later than March 1 of the year after the year in which the Performance Cycle ends. Payment in Stock may be in Restricted Stock as determined by the Committee at the time the Award is granted.

6.6

Termination of Employment . Unless the Committee provides otherwise:

(a)

Due to Death or Disability . If a Participant ceases to be an Employee before the end of a Performance Cycle by reason of his death or permanent disability, the Performance Cycle for such Participant for the purpose of determining the amount of Award payable shall end at the end of the calendar quarter immediately preceding the date on which said Participant ceased to be an Employee. The amount of an Award payable to a Participant (or the Beneficiary of a deceased Participant) to whom the preceding sentence is applicable shall be paid at the end of the Performance Cycle, and shall be that fraction of the Award computed pursuant to the preceding sentence the numerator of which is the number of calendar quarters during the Performance Cycle during all of which said Participant was an Employee and the denominator of which is the number of full calendar quarters in the Performance Cycle.

(b)

Due to Reasons Other Than Death or Disability . Upon any other termination of employment of a Participant during a Performance Cycle, participation in the Plan shall cease and all outstanding Awards of Performance Shares or Performance Units to such Participant shall be cancelled.

Restricted Stock Awards . An Award of Restricted Stock under the Plan shall consist of Shares the grant, issuance, retention, vesting and/or transferability of which are subject, during specified periods of time, to such conditions and terms as the Committee deems appropriate. Restricted Stock granted pursuant to the Plan need not be identical, but each grant of Restricted Stock must contain and be subject to the terms and conditions set forth below.

7.1

Award Agreement . Each Award of Restricted Stock shall be evidenced by an Award Agreement. Each Award Agreement shall contain provisions regarding (i) the number of Shares subject to the Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment, (iii) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Restricted Stock as may be determined from time to time by the Committee, (iv) restrictions on the transferability of the Award and (v) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee. Shares issued under an Award of Restricted Stock may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Committee may provide.

7.2

Vesting and Lapse of Restrictions . The grant, issuance, retention, vesting and/or settlement of Shares of Restricted Stock shall occur at such time and in such installments as determined by the Committee or under criteria established by the

Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Shares of Restricted Stock subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that except as set forth in the following sentences, in no event shall the grant, issuance, retention, vesting and/or settlement of Shares under an Award of Restricted Stock that is based on performance criteria and the level of achievement versus such criteria be subject to a performance period of less than one year and no condition that is based solely upon continued employment or the passage of time shall provide for vesting or settlement in full of an Award of Restricted Stock over a Term of less than three years from the date the Award is granted, in each case other than as a result of or upon the death, disability or Retirement of the Participant or a change in control of the Company. Notwithstanding anything herein to the contrary, the limitations contained in the preceding sentence shall not apply to Restricted Stock that is granted in lieu of salary, cash bonus or other cash compensation or to Substitute Awards, in which case there may be no minimum Term. In addition, notwithstanding anything herein to the contrary, the Committee may grant Awards of Restricted Stock and Restricted Share Rights which fully vest prior to three years (including without limitation, prior to one year in the case of Awards of Restricted Stock or Restricted Share Rights whether or not subject to performance criteria) from the date of grant (“Shorter Vesting Awards”) as determined by the Committee and evidenced in an Award Agreement provided that the aggregate number of Shares underlying all such Shorter Vesting Awards granted under the Plan shall not exceed 24,159,766 Shares, as adjusted pursuant to Section 26.

7.3

Rights as a Stockholder . Unless the Committee provides otherwise, a Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Stock held by such Participant as if the Participant held unrestricted Stock; provided that the unvested portion of any award of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to Sections 7.1, 7.2 and 7.4. Unless the Committee otherwise determines or unless the terms of the applicable Award Agreement or grant provides otherwise, any noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall be subject to the same restrictions and vesting schedule as the Shares to which such dividends or distributions relate.

7.4

Termination of Employment . Unless the Committee provides otherwise:

(a)

Due to Death or Disability . If a Participant ceases to be an Employee prior to the lapse of restrictions on Shares of Restricted Stock by reason of his death or permanent disability, all restrictions on Shares of Restricted Stock held for his benefit shall lapse in accordance with the terms of the Award as determined by the Committee.

(b)

Due to Reasons Other Than Death or Disability . Upon any other termination of employment prior to the lapse of restrictions, all Shares of

Restricted Stock held for the benefit of a Participant, all rights to receive dividends thereon and other stockholder rights therewith shall immediately terminate without notice of any kind and shall be forfeited by the Participant.

7.5

Certificates . The Committee may require that certificates representing Shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Affiliate until any restrictions applicable to Shares of Restricted Stock so retained have been satisfied or lapsed. Each certificate issued in respect to an Award of Restricted Stock may, at the election of the Committee, bear the following legend:

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture provisions and restrictions against transfer) contained in the Long-Term Incentive Compensation Plan and the Restricted Stock Award. Release from such terms and conditions shall be obtained only in accordance with the provisions of the Plan and the Award, a copy of each of which is on file in the office of the Secretary of Wells Fargo & Company.”

8.	Stock Awards .

8.1

Grant . A Participant may be granted one or more Stock Awards under the Plan; provided that such Award to an Employee is granted in lieu of salary, cash bonus or other cash compensation. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee.

8.2

Rights as a Stockholder . A Participant shall have all voting, dividend, liquidation and other rights with respect to Shares issued to the Participant as a Stock Award under this Section 8 upon the Participant becoming the holder of record of the Shares granted pursuant to such Stock Award; provided that the Committee may impose such restrictions on the assignment or transfer of Shares awarded pursuant to a Stock Award as it considers appropriate.

Restricted Share Rights . Restricted Share Rights are Awards denominated in units under which the issuance of Shares is subject to such conditions and terms as the Committee deems appropriate. Restricted Share Rights granted pursuant to the Plan need not be identical, but each grant of Restricted Share Rights must contain and be subject to the terms and conditions set forth below.

9.1

Award Agreement . Each Award of Restricted Share Rights shall be evidenced by an Award Agreement. Each Award Agreement shall contain provisions regarding (i) the number of Restricted Share Rights subject to such Award or a formula for determining such number, (ii) the purchase price of the Shares subject to the Award, if any, and the means of payment, (iii) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Restricted Share Rights as may be

determined from time to time by the Committee, (iv) restrictions on the transferability of the Award and (v) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Committee.

9.2

Vesting and Lapse of Restrictions . The grant, issuance, retention, vesting and/or settlement of Restricted Share Rights shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Restricted Share Rights subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that except as set forth in the following sentences, in no event shall the grant, issuance, retention, vesting and/or settlement of Shares under an Award of Restricted Share Rights that is based on performance criteria and the level of achievement versus such criteria be subject to a performance period of less than one year, and no condition that is based solely upon continued employment or the passage of time shall provide for vesting or settlement in full of an Award of Restricted Share Rights over a Term of less than three years from the date the Award is granted, in each case other than as a result of or upon the death, disability or Retirement of the Participant or a change in control of the Company. Notwithstanding anything herein to the contrary, the limitations contained in the preceding sentence shall not apply to an Award of Restricted Share Rights that is granted in lieu of salary, cash bonus or other cash compensation or to Substitute Awards, in which case there may be no minimum Term. In addition, notwithstanding anything to the contrary herein, the Committee may grant Shorter Vesting Awards as determined by the Committee and evidenced in an Award Agreement provided that the aggregate number of Shares underlying all such Shorter Vesting Awards granted under the Plan shall not exceed 24,159,766 Shares, as adjusted pursuant to Section 26. Notwithstanding anything in this Section 9.2 to the contrary, settlement of Restricted Share Rights shall be completed not later than March 1 of the year after the year in which the vesting restrictions lapse on such Restricted Share Rights.

9.3

Rights as a Stockholder . Participants shall have no voting rights with respect to Shares underlying Restricted Share Rights unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger. Shares underlying Restricted Share Rights shall be entitled to dividends or dividend equivalents only to the extent provided by the Committee. If an Award of Restricted Share Rights includes dividend equivalents, an amount equal to the dividends that would have been paid if the Restricted Share Rights had been issued and outstanding Shares as of the record date for the dividends shall be paid to the Participant in cash subject to applicable withholding taxes. Any dividend equivalents payable pursuant to this Section 9.3 shall be paid no later than March 1 of the year after the year in which the applicable dividend record date occurs.

9.4

Termination of Employment . Unless the Committee provides otherwise:

(a)

Due to Death or Disability . If a Participant ceases to be an Employee by reason of the Participant’s death or permanent disability, all restrictions on the Restricted Share Rights of the Participant shall lapse in accordance with the terms of the Award as determined by the Committee.

(b)

Due to Reasons Other Than Death or Disability . If a Participant ceases to be an Employee for any reason other than death or permanent disability, all Restricted Share Rights of the Participant and all rights to receive dividend equivalents thereon shall immediately terminate without notice of any kind and shall be forfeited by the Participant.

9.5

Settlement of Rights Granted Prior to January 1, 2008 . Notwithstanding anything in this Section 9 or in the applicable Award Agreements to the contrary, but subject to Sections 15, 16 and 26, Restricted Share Rights granted prior to January 1, 2008 that are outstanding on or after that date and that were not earned and vested prior to January 1, 2005 (“Transition Awards”) shall be subject to the following terms and conditions:

(a)

Settlement of the portion of a Transition Award that vests on a scheduled vesting date shall occur on that scheduled vesting date unless earlier payment is required pursuant to subsection (d) below. Consistent with the regulations under Code §409A, payment shall be treated as made on the scheduled vesting date if it is actually made not later than the later of (i) December 31 of the year in which the scheduled vesting date occurs or (ii) the fifteenth day of the third month after the month in which the scheduled vesting date occurs.

(b)

If a Participant ceases to be an Employee by reason of Retirement prior to the scheduled vesting date for any portion of a Transition Award and the Transition Award provides for earlier vesting due to Retirement, the Restricted Share Rights granted by such portion shall be settled prior to the scheduled vesting date only if the Participant’s termination of employment is a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h).

(c)

If a Participant ceases to be an Employee by reason of permanent disability prior to the scheduled vesting date for any portion of a Transition Award, the Restricted Share Rights granted by such portion shall be settled prior to the scheduled vesting date only if the Participant’s termination of employment is a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h) or if the Participant is considered disabled within the meaning of Treas. Reg. §1.409A-3(i)(4).

(d)

If a Participant’s employment terminates due to death, due to a Retirement that qualifies for early settlement as provided in subsection (b) above, or

due to a permanent disability that qualifies for early settlement as provided in subsection (c) above, the portions of the Participant’s outstanding Transition Awards that have a scheduled vesting date later than the July 1 next following the date on which the Participant’s employment terminates shall be paid on such July 1; provided, however, that if:

(i)

the Participant’s employment termination is due to the Participant’s “separation from service” within the meaning of Treas. Reg. §1.409A-1(h) and is not due to the Participant’s death or disability (within the meaning of Treas. Reg. §1.409A-3(i)(4)); and

(ii)

such July 1 is less than six months after the date of the Participant’s “separation from service”; and

(iii)

at the time of his or her “separation from service” the Participant is a Specified Employee; then the Participant’s outstanding Transition Awards shall be settled on the earlier of their scheduled vesting date or six months after the date of the Participant’s “separation from service”.

(e)

Notwithstanding the foregoing provisions of this Section 9.5, if a Participant elected pursuant to Section 23 to defer delivery of any vested Shares payable pursuant to a Transition Award, such Shares shall be delivered in accordance with the terms and conditions set forth in Appendix A to this Plan.

10.

Options . The Committee may grant an Option or provide for the grant of an Option, either from time-to-time in the discretion of the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals (which may include Qualifying Performance Criteria). Except to the extent provided herein, no Participant (or Beneficiary of a deceased Participant) shall have any rights as a stockholder with respect to any Shares subject to an Option granted hereunder until said Shares have been issued. Options granted pursuant to the Plan need not be identical, but each Option must contain and be subject to the terms and conditions set forth below.

10.1

Type of Option; Number of Shares . Each Option shall be evidenced by an Award Agreement identifying the Option represented thereby as an Incentive Stock Option or Non-Qualified Stock Option, as the case may be, and the number of Shares to which the Option applies.

10.2

Exercise Price . The exercise price under each Option shall be established by the Committee and shall not be less than the Fair Market Value of the Shares subject to the Option on the date of grant; provided, however, that the exercise price per Share with respect to an Option that is granted in connection with a merger or other acquisition as a substitute or replacement award for options held by

optionees of the acquired entity may be less than 100% of the Fair Market Value on the date such Option is granted. The terms and conditions of any substitute or replacement award shall meet all requirements necessary to prevent such substitute or replacement awards from being treated as the grant of a new stock right or a change in the form of payment within the meaning of the final regulations under Code §409A.

10.3

Exercisability . The Committee shall have the right to make the timing of the ability to exercise any Option subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Committee, provided that in no event shall any Option awarded to a Participant provide for full vesting in a period of less than one year, other than as a result of or upon the death, disability or Retirement of the Participant or a change in control of the Company.

10.4

Exercise Term . Each Option shall have a Term established by the Committee, provided that no Option shall be exercisable after ten years from the date of grant.

10.5

Payment for Shares . The exercise price of the Shares with respect to which an Option is exercised shall be payable at the time of exercise in accordance with procedures established by the Company. The exercise price of any Option may be paid in cash or, to the extent allowed by the Committee, an irrevocable commitment by a broker to pay over such amount from a sale of the Shares issuable under an Option, the delivery (either physically or by attestation) of previously-owned Shares, or a combination thereof or any other method approved by the Committee.

10.6

No Repricing . Other than in connection with a change in the Company’s capitalization (as described in Section 26), an Option may not be repriced without stockholder approval (including canceling previously awarded Options and regranting them with a lower exercise price or taking any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded).

10.7

Incentive Stock Options . In the case of an Incentive Stock Option, each Option shall be subject to any terms, conditions and provisions as the Committee determines necessary or desirable in order to qualify the Option as an Incentive Stock Option. Notwithstanding anything to the contrary in this Section 10, in the case of an Incentive Stock Option (a) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the exercise price of such Option must be at least 110 percent of the Fair Market Value of the Common Stock on the date of grant, and the Option must expire within a period of not more than five years from the date of grant, (b) termination of employment will be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries and (c) the number

of Shares that may be issued upon exercise of Incentive Stock Options shall not exceed the aggregate Share number stated in Section 4.1 (including adjustment as provided in Section 26). Notwithstanding anything in this Section 10 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and shall be deemed Non-Qualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, taking Options into account in the order in which they were granted, and (ii) such Options otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Code).

10.8

Termination of Employment .

(a)

Due to Death, Disability, or Retirement . If a Participant ceases to be an Employee by reason of his death, permanent disability or Retirement, each outstanding Option shall become exercisable to the extent and for such period or periods determined by the Committee but not beyond the expiration date of said Option. If a Participant dies before exercising all outstanding Options, the outstanding Options shall be exercisable by the Participant’s Beneficiary.

(b)

Other Than Death, Disability, or Retirement . Unless the Committee provides otherwise, in the event a Participant ceases to be an Employee for any reason other than his death, permanent disability or Retirement, all rights of the Participant under this Plan shall immediately terminate without notice of any kind except for any post-employment exercise period set forth in the Award Agreement with respect to the vested portion of an Option.

11.	Stock Appreciation Rights .

11.1

General . An Award of a Stock Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the right an amount equal to or otherwise based on the excess of (a) the Fair Market Value of a Share at the time of exercise over (b) the exercise price of the right, as established by the Committee on the date the award is granted. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with, or as a component of, an Option granted under Section 10, other Awards granted under the Plan or stock options granted under any other Company equity compensation plan (“tandem SARs”) or without reference to other Awards or stock options (“freestanding SARs”). Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. The Committee may provide that the exercise of a tandem SAR will be in

lieu of the exercise of the stock option or Award in connection with which the tandem SAR was granted. A Stock Appreciation Right may not be exercised at any time when the per Share Fair Market Value of the Shares to which it relates does not exceed the exercise price of the Option associated with those Shares. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 10, and all tandem SARs shall have the same vesting, exercisability, forfeiture and termination provisions as such Award or stock option to which they relate. Subject to the foregoing sentence and the terms of the Plan, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.

11.2

Exercise Price . The per Share price for exercise of Stock Appreciation Rights shall be determined by the Committee, but shall be a price that is equal to or greater than 100% of the Fair Market Value of the Shares subject to the Award on the date of grant; provided, however, that the per Share exercise price with respect to a Stock Appreciation Right that is granted in connection with a merger or other acquisition as a substitute or replacement award for stock appreciation rights held by awardees of the acquired entity may be less than 100% of the Fair Market Value on the date such Award is granted. The terms and conditions of any substitute or replacement award shall meet all requirements necessary to prevent such substitute or replacement awards from being treated as the grant of a new stock right or a change in the form of payment within the meaning of the final regulations under Code §409A.

11.3

No Repricing . Other than in connection with a change in the Company’s capitalization (as described in Section 26), a Stock Appreciation Right may not be repriced without stockholder approval (including canceling previously awarded Stock Appreciation Rights and regranting them with a lower exercise price or taking any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded).

11.4

Termination of Employment .

(a)

Due to Death, Disability, or Retirement

(i)

If a Participant ceases to be an Employee by reason of his death, permanent disability or Retirement, each outstanding freestanding SAR shall become exercisable to the extent and for such period or periods determined by the Committee but not beyond the expiration date of said Stock Appreciation Right.

(ii)

If a Participant ceases to be an Employee by reason of his death, permanent disability or Retirement, each outstanding tandem SAR shall become exercisable to the extent and for such period or

periods determined by the Committee but not beyond the expiration date of said Stock Appreciation Right. If a Participant dies before exercising all tandem SARs, the outstanding tandem SARs shall be exercisable by the Participant’s Beneficiary.

(b)

11.5

Payment . Upon exercise of a Stock Appreciation Right, payment shall be made in the form of cash, Shares or a combination thereof as determined by the Committee at the time the Award is granted. However, notwithstanding any other provisions of this Plan, in no event may the payment (whether in cash or Stock) upon exercise of a Stock Appreciation Right exceed an amount equal to 100% of the Fair Market Value of the Shares subject to the Stock Appreciation Right at the time of grant.

12.

Director Awards . The Committee shall determine all Awards to Directors. The terms and conditions of any grant to any such Director may be set forth in an Award Agreement. Directors may only be granted Awards under the Plan in accordance with this Section 12 and such Awards shall not be subject to management’s discretion. From time to time, the Committee shall set the amount(s) and type(s) of Awards that shall be granted to all Directors on a periodic, nondiscriminatory basis, as well as any additional Award(s) to be granted, also on a periodic, nondiscriminatory basis, based on one or more of the following: service of a Director as the chair of a committee of the Board, service of a Director as Chairman of the Board, the number or type of committees of the Board on which a Director serves or the first selection or appointment of an individual to the Board as a Director. Subject to the limits set forth in Section 4.1 and the foregoing, the Committee shall pursuant to the Plan grant such Awards to Directors, as it shall from time to time determine.

If a Director subsequently becomes an Employee, the service requirement of the Award can be satisfied by such subsequent employment and the Award shall not terminate solely because of the change in status.

13.

Nontransferability of Rights . Unless the Committee provides otherwise with respect to transfers to a Participant’s family members or to trusts or partnerships for the benefit of a Participant or the Participant’s family members, (i) no rights under any Award will be assignable or transferable and no Participant or Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under any Award, and (ii) the rights and the benefits of any Award may be exercised and received during the lifetime of the Participant only by the Participant or by the Participant’s legal representative. The Participant may, by completing and signing a written beneficiary designation form which is delivered to and accepted by the Company, designate a beneficiary to receive any payment and/or exercise any rights with respect to outstanding

Awards upon the Participant’s death. If at the time of the Participant’s death there is not on file a fully effective beneficiary designation form, or if the designated beneficiary did not survive the Participant, the person or persons surviving at the time of the Participant’s death in the first of the following classes of beneficiaries in which there is a survivor, shall have the right to receive any payment and/or exercise any rights with respect to outstanding Awards:

(a)

Participant’s surviving spouse.

(b)

Participant’s surviving same-sex spouse.

(c)

Participant’s surviving domestic partner.

(d)

Equally to the Participant’s children, except that if any of the Participant’s children predecease the Participant but leave descendants surviving, such descendants shall take by right of representation the share their parent would have taken if living.

(e)

Participant’s surviving parents equally.

(f)

Participant’s surviving brothers and sisters equally.

(g)

Participant’s estate.

If a person in the class surviving dies before receiving any payment and/or exercising any rights with respect to outstanding Awards (or the person’s share of any payment and/or rights in case of more than one person in the class), that person’s right to receive any payment and/or exercise any rights with respect to outstanding Awards will lapse and the determination of who will be entitled to receive any payment and/or exercise any rights with respect to outstanding Awards will be determined as if that person predeceased the Participant.

For all purposes under this Plan, the following terms have the meanings assigned to them below:

(1)

The term “spouse” means a person of the opposite gender from the Participant who is legally married to the Participant at the relevant time under the laws of the state in which they reside and who satisfies the requirements under 1 U.S. Code Section 7 for being treated as a spouse for purposes of federal law.

(2)

The term “same-sex spouse” means a person of the same gender as the Participant who at the relevant time either (i) is recognized as being legally married to the Participant under the laws of the state or country in which the relationship was created, or (ii) is a person who has joined with the Participant in a civil union that is recognized as creating some or all of the rights of marriage under the laws of the state or country in which the relationship was created.

(3)

The term “domestic partner” means a person who is not the spouse or same-sex spouse of the Participant as defined in subsections (1) and (2) above, but who at the relevant time is the Participant’s significant other (together referred to as “partners”) with whom the Participant lives and shares financial responsibility. A domestic partner may be the same gender or opposite gender. A person will be considered a domestic partner of the Participant if the Participant or other person can provide a domestic partnership certificate to the Company from a city, county or state which offers the ability to register a domestic partnership. If the Participant and domestic partner reside in an area where such a certificate is not available, a person will not be considered a domestic partner unless the Participant and/or domestic partner provides sufficient evidence to the Company that all of the following requirements are satisfied:

(a)

The partners have had a single, dedicated relationship for at least six months and intend to remain in the relationship indefinitely.

(b)

The partners share the same permanent residence and have done so for at least six months.

(c)

The partners are not related by blood or a degree of closeness which would prohibit marriage under the law of the state in which they reside.

(d)

Neither partner is married to another person under either statutory or common law, and neither has a same-sex spouse or is a member of another domestic partnership.

(e)

Each partner is mentally competent to consent or contract.

(f)

Both partners are at least 18 years of age.

(g)

The partners are financially interdependent, are jointly responsible for each other’s basic living expenses, and are able to provide documents proving at least three of the following situations to demonstrate such financial interdependence:

(1)

Joint ownership of real property or a common leasehold interest in real property.

(2)

Common ownership of an automobile.

(3)

Joint bank or credit accounts.

(4)

A will which designates the other as primary beneficiary.

(5)

A beneficiary designation form for a retirement plan or life insurance policy signed and completed to the effect that one partner is a beneficiary of the other.

(6)

Designation of one partner as holding power of attorney for health care needs of the other.

14.	Termination of Employment .

14.1

Transfers of employment between the Company and an Affiliate, or between Affiliates, will not constitute termination of employment for purposes of any Award.

14.2

The Committee may specify whether any authorized leave of absence or absence for military or government service or for any other reasons will constitute a termination of employment for purposes of the Award and the Plan.

14.3

Notwithstanding anything in this Section 14 to the contrary, if any portion of an Award that is subject to Code §409A may be distributed upon the event of a Participant’s termination of employment (including but not limited to a termination of employment that qualifies as a Retirement), the Participant will be deemed to have a termination of employment with respect to such portion of the Award if and only if the Participant has a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h).

15.

Reorganization . Unless the Committee or the Board otherwise determines either at the time the Award is granted or at any time thereafter prior to the date of the acquisition as specified in this sentence, if substantially all of the assets of the Company are acquired by another corporation or in case of a reorganization of the Company involving the acquisition of the Company by another entity, then as to each Participant who is an Employee or Director immediately prior to the consummation of the transaction:

(a)

All outstanding Options and Stock Appreciation Rights shall become exercisable immediately prior to the consummation of the transaction.

(b)

All restrictions with respect to Restricted Stock and Restricted Share Rights shall lapse immediately prior to the consummation of the transaction, and Shares free of restrictive legend shall be delivered to the Participant.

(c)

All Performance Cycles for the purpose of determining the amounts of Awards of Performance Shares and Performance Units payable shall end at the end of the calendar quarter immediately preceding the consummation of the transaction. The amount of an Award payable shall be that fraction of the Award computed pursuant to the preceding sentence, the numerator of which is the number of calendar quarters completed in the Performance Cycle through the end of the calendar quarter immediately preceding the consummation of the transaction and the denominator of which is the number of full calendar quarters in the Performance Cycle. The amount of an Award payable shall be paid within sixty days after consummation of the transaction.

For avoidance of doubt, this Section 15 shall not apply to the sale or other disposition by the Company of the assets of, or stock or other ownership interests in, an Affiliate unless such disposition would constitute a disposition of substantially all of the assets of the Company.

The Committee shall take such action as in its discretion may be necessary or advisable to carry out the provisions of this Section.

Notwithstanding anything in this Section 15 to the contrary, payment of the portion of any Award that is subject to Code §409A shall not be accelerated pursuant to this Section 15 unless the event also qualifies as a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Treas. Reg. §1.409A-3(i)(5) (a “qualifying event”). In the event payment of Shares attributable to Restricted Share Rights is accelerated pursuant to this Section 15, such payment shall be made 30 days after the qualifying event.

16.

Board Changes . Unless the Committee or the Board otherwise determines either at the time the Award is granted or at any time thereafter prior to the date of the change in the majority of the Board as specified in this sentence, on the date that a majority of the Board shall be persons other than persons (a) for whose election proxies shall have been solicited by the Board or (b) who are then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly-created directorships, then as to any Participant who is an Employee or Director immediately prior to said date and who ceases to be an Employee or Director within six months after said date for any reason other than as a result of death or permanent disability:

(i)

All outstanding Options and Stock Appreciation Rights shall become immediately exercisable and subject to Section 26 and the proviso of Section 10.4, may be exercised at any time within six months after the Participant ceases to be an Employee or Director, or within such longer period provided for exercise after the Participant ceases to be an Employee or Director as set forth in the Award.

(ii)

All restrictions with respect to Restricted Stock and Restricted Share Rights shall lapse and Shares free of restrictive legend shall be delivered to the Participant.

(iii)

All Performance Cycles for the purpose of determining the amounts of Awards of Performance Shares and Performance Units payable shall end at the end of the calendar quarter immediately preceding the date on which said Participant ceased to be an Employee or Director. The amount of an Award payable to said Participant shall be that fraction of the Award computed pursuant to the preceding sentence, the numerator of which is the number of calendar quarters during the Performance Cycle during all of

which said Participant was an Employee or Director and the denominator of which is the number of full calendar quarters in the Performance Cycle. The amount of an Award payable shall be paid within sixty days after said Participant ceases to be an Employee or Director.

The Committee shall take such action as in its discretion may be necessary or advisable to carry out the provisions of this Section.

Notwithstanding anything in this Section 16 to the contrary:

(A) This Section 16 shall not apply to a Participant’s Restricted Share Rights granted before January 1, 2007 if such Participant ceases to be an Employee due to Retirement.

(B) Payment of the portion of any Restricted Share Right, Performance Share or Performance Unit Award that is subject to Code §409A shall not be accelerated pursuant to this Section 16 unless the changes in the Board also qualify as a change in the effective control of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi).

(C) Except as provided in (D) below, Shares attributable to Restricted Share Rights that are payable to a Participant pursuant to this Section 16 shall be paid 30 days after the Participant’s termination of employment.

(D) Notwithstanding (C) above, the portion of any Restricted Share Right, Performance Share or Performance Unit Award that is subject to Code §409A and becomes payable to an Employee pursuant to this Section 16 shall be paid six months after the date of such termination of employment if the Employee is a Specified Employee.

17.	Qualifying Performance-Based Compensation .

17.1

General . The Committee may specify that all or a portion of any Award is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code; provided that the performance criteria for any portion of an Award that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time such Award is granted. The Committee shall certify the extent to which any Qualifying Performance Criteria has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding satisfaction of any performance goals, the number of Shares issued or the amount paid under an Award may be reduced by the Committee on the basis of such further considerations as the Committee shall determine.

17.2

Qualifying Performance Criteria . For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (a) Earnings Per Share, (b) Business Unit Net Earnings, (c) Return on Realized Common Equity or (d) total stockholder return.

18.	Effective Date of the Plan .

18.1

Effective Date . The Plan was originally effective as of September 25, 1984 upon the approval and ratification of the Plan by the affirmative vote of the holders of a majority of the outstanding Shares of Stock present or represented and entitled to vote in person or by proxy at a meeting of the stockholders of the Company. This amendment and restatement of the Plan has been approved by the Board, but it will only become effective (the “Effective Date”) when it is approved by the Company’s stockholders at the annual meeting of the Company’s stockholders on April 29, 2008 or any adjournment thereof (the “2008 Annual Meeting”). If this amendment and restatement is not approved by the affirmative vote of the holders of a majority of the outstanding Shares of the Company present, or represented by proxy, and entitled to vote thereon, at the 2008 Annual Meeting in accordance with the laws of the State of Delaware and other applicable requirements, this amendment and restatement shall be void and the terms of the Plan prior to this amendment and restatement shall instead govern.

18.2

Duration of the Plan . The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted and then in effect.

19.	Right to Terminate Employment or Service . Nothing in the Plan shall confer upon any Participant the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or any Affiliate may have to terminate employment of the Participant.

20.

Compliance With Laws; Listing and Registration of Shares . All Awards granted under the Plan (and all issuances of Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that if at any time the Committee shall determine that the listing, registration or qualification of the Shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Award or the issue or purchase of Shares thereunder, such Award may not be exercised in whole or in part, or the

restrictions on such Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. If the exercise of an Option would be prohibited solely because the issuance of Stock would violate the registration requirements of the Securities Act of 1933, as amended, the Option shall remain exercisable until the earlier of (i) the expiration of its Term (without regard to any shortening of the Term because of termination of employment or service) and (ii) the expiration of a period of three months after the Participant’s termination of employment or service during which the exercise of the Option would not be in violation of the Securities Act of 1933, as amended.

Without amending the Plan, the Committee may grant Awards to Employees and Directors who are foreign nationals on such terms and conditions different from those specified in this Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of this Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Affiliate may operate or have Employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit this Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of this Plan.

21.

Conditions and Restrictions Upon Securities Subject to Awards . The Committee may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Shares issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Shares already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

22.

Withholding Taxes . The Company or an Affiliate shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or an Affiliate), including all payments under this Plan, or make other arrangements for the collection of (including through the sale of Shares otherwise issuable pursuant to the applicable Award), all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and

employment-related tax requirements attributable to an Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Award or a disqualifying disposition of Common Stock received upon exercise of an Incentive Stock Option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Award. To the extent specified by the Committee, withholding may be satisfied by withholding Stock to be received upon exercise or vesting of an Award or by delivery to the Company of previously owned Stock. In addition, the Company may reasonably delay the issuance or delivery of Shares pursuant to an Award as it determines appropriate to address tax withholding and other administrative matters.

23.

Deferral of Payments . With respect to Awards granted before January 1, 2008, the Committee may provide for the deferred delivery of Shares upon settlement, vesting or other events with respect to Restricted Stock or Restricted Share Rights, or in payment or satisfaction of an Award of Performance Shares or Performance Units. The terms and conditions of any such deferred delivery occurring on or after January 1, 2008, and of any deferral election made on or after such date, shall be as set forth in the applicable Award Agreement and deferral election form, subject, however, to the terms and conditions set forth in Appendix A to this Plan. This section shall not apply and no right to defer delivery shall be given with respect to Awards granted to Employees on or after January 1, 2008.

24.

No Liability of Company . The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, Beneficiary or any other person as to: (a) the non-issuance or sale of Stock as to which the Company has been unable to obtain, from any regulatory body having jurisdiction over the matter, the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; (b) any tax consequence to any Participant, Beneficiary or other person due to the receipt, exercise or settlement of any Award granted hereunder; or (c) any provision of law or legal restriction that prohibits or restricts the transfer of Shares issued pursuant to any Award.

25.

Amendment, Modification and Termination of the Plan . The Board, the Human Resources Committee of the Board or the Governance and Nominating Committee of the Board may at any time terminate, suspend or modify the Plan, except that the Board or Committee will not, without authorization of the stockholders of the Company, effect any change (other than through adjustment for changes in capitalization as provided in Section 26) which will:

(a)

increase the total amount of Stock which may be awarded under the Plan;

(b)

increase the individual maximum limits in Section 4.3;

(c)

change the class of Employees or Directors eligible to participate in the Plan;

(d)

reduce the exercise price of, or reprice, outstanding Options or Stock Appreciation Rights as set forth in Section 10.6 or Section 11.3;

(e)

allow the Board or Committee to waive the minimum time periods for vesting and lapse of restrictions set forth in Sections 7.2 and 9.2 of the Plan;

(f)

extend the duration of the Plan; or

(g)

otherwise amend the Plan in any manner requiring stockholder approval by law or under the New York Stock Exchange listing requirements.

No termination, suspension, or modification of the Plan will adversely affect any right acquired by any Participant or any Beneficiary under an Award granted before the date of termination, suspension, or modification, unless otherwise agreed to by the Participant; but it will be conclusively presumed that any adjustment for changes in capitalization provided for in Section 26 does not adversely affect any right.

26.	Adjustments .

(a)

In the event that the number of Shares shall be increased or decreased through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), then each Share that has been authorized for issuance under the Plan, whether such Share is then currently subject to or may become subject to an Award under the Plan, as well as the per share limits set forth in Section 4, shall be adjusted by the Committee to reflect such increase or decrease, as it determines appropriate, in its sole discretion. The terms of any outstanding Award shall also be adjusted by the Committee as to price, number of Shares subject to such Award and other terms to reflect the foregoing events as the Committee determines appropriate, in its sole discretion.

(b)

In the event there shall be any other change in the number or kind of outstanding Shares, or any stock or other securities into which such Shares shall have been changed, or for which it shall have been exchanged, whether by reason of a merger, consolidation or otherwise, then the Committee shall, in its sole discretion, determine the appropriate adjustment, if any, to be effected and effect such adjustment. In addition, in the event of such change described in the preceding sentence or such other change determined by the Committee, in its sole discretion, to be a change of control for purposes of the Plan (including, without limitation, events described in Section 15 or Section 16 of the Plan), the Committee existing prior to such change may accelerate the time or times at which any Award may be exercised and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion. Subject to Section 28, in the event of any

change described in this paragraph, the Committee existing prior to such change, in its sole discretion, may provide that any Award shall terminate and an equitable cash amount as determined by the Committee in its sole discretion be paid. Without limitation on the foregoing, an amount equal to the excess (if there is an excess and zero if there is no excess) by which the fair market value of the Shares subject to the Option exceeds the aggregate exercise price with respect to such Option shall constitute an equitable cash amount.

(c)

No right to purchase fractional Shares shall result from any adjustment in Awards pursuant to this Section 26. In case of any such adjustment, the Shares subject to the Award shall be rounded down to the nearest whole Share. Notice of any adjustment shall be given by the Company to each Participant, which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.

(d)

Any adjustment to Options or Stock Appreciation Rights made pursuant to this Section 26 shall satisfy all requirements necessary to prevent the adjusted Awards from being treated as the grant of a new stock right or a change in the form of payment within the meaning of the final regulations under Code §409A.

(e)

Subject to Section 28, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan.

27.

Severability . If any provision of this Plan is determined to be illegal or invalid (in whole or in part) for any reason, or if the Plan Administrator cannot reasonably interpret any provision so as to avoid violation of Code §409A or constructive receipt of compensation under this Plan before the actual receipt of such compensation, this Plan shall be construed and enforced as if the provision had not been included.

28.

Interpretation . This Plan, as amended, is intended to satisfy the requirements of Code §409A and applicable guidance thereunder with respect to compensation payable pursuant to this Plan that was not outstanding and vested prior to January 1, 2005. It is not intended to materially modify the terms and conditions applicable to any other amounts payable pursuant to this Plan. This Plan shall be construed and administered accordingly. Therefore, to the extent an Award is subject to Code §409A, discretion otherwise permitted under the Plan is not intended to be exercised with respect to such Award in a manner which will violate the requirements of Code §409A. In addition, to the extent an Award is subject to Code §409A and payment or distribution is provided for

upon termination or cessation of employment or a comparable event, such event shall be interpreted consistent with the definition of “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h).

29.

No Representation Made Regarding Code §409A Compliance . Notwithstanding any other provision in the Plan, the Company makes no representations that the Awards granted under the Plan shall be exempt from or comply with Code §409A and makes no undertaking to preclude Code §409A from applying to Awards granted under the Plan.

APPENDIX A

The following terms and conditions shall apply to the deferred delivery of Shares attributable to Restricted Share Rights granted prior to January 1, 2008, to the extent such Restricted Share Rights were not earned and vested prior to January 1, 2005.

1.	Deferral Elections . A Participant who wishes to defer the receipt of Shares payable pursuant to Restricted Share Rights must file an irrevocable deferral election, subject to the following:

(a)

Separate deferral elections shall be required for the Restricted Share Rights granted pursuant to each Award.

(b)

A deferral election must apply to all of the Restricted Share Rights that are scheduled to vest in a single calendar year under an Award.

(c)

The deferral election must be completed and filed more than 12 months prior to the date on which the affected Restricted Share Rights are scheduled to vest, unless the deferral election is made prior to January 1, 2009, in which case the deferral election may be filed at any time prior to the year in which the Restricted Share Rights are scheduled to vest. Deferral elections made on or after January 1, 2009 will not take effect until 12 months after they are made and shall be void if the Participant’s employment terminates before the end of such 12-month period.

(d)

The deferral election shall indicate the affected Award, the calendar year in which the affected Restricted Share Rights under the indicated Award are scheduled to vest, and the calendar year in which the Shares payable pursuant to the affected Restricted Share Rights are to be paid (the “payment calendar year”). The payment calendar year shall not be later than the calendar year that includes the 10th anniversary of the affected Restricted Share Rights’ vesting date. With respect to elections made after December 31, 2008, the payment calendar year for Restricted Share Rights vesting prior to July 1st shall not be earlier than the year that includes the 5th anniversary of the calendar year in which the affected Restricted Share Rights will vest, and the payment calendar year for Restricted Share Rights vesting on or after July 1st shall not be earlier than the year that includes the 6th anniversary of the calendar year in which the affected Restricted Share Rights will vest.

Payment.

(a)

Except as otherwise provided in this Section 2, Shares deferred pursuant to an election made in accordance with Section 1 above shall be distributed in July of the elected payment calendar year.

(b)

Notwithstanding the payment calendar year elected by a Participant:

(i)

If (ii) below does not apply and the Participant has a “separation from service” with respect to the Company and its affiliates within the meaning

A-1

of Treas. Reg. §1.409A-1(h), or the Participant dies prior to such a separation from service, the Shares deferred pursuant to a Participant’s deferral elections shall be paid in the first July following such separation from service or death; provided, however, that if:

(A)

the Participant’s employment termination is due to the Participant’s “separation from service” and not the Participant’s death; and

(B)

the first day of such first July is less than six months after the date of the Participant’s “separation from service”; and

(C)

at the time of his or her “separation from service” the Participant is a Specified Employee;

then the deferred Shares shall be paid six months after the date of the Participant’s “separation from service”.

(ii)

If the Participant has a separation from service that qualifies as a Retirement, the Shares deferred pursuant to the Participant’s deferral elections shall be paid in July of the year after the year in which the Participant’s separation from service occurs.

A-2

Exhibit 10(b)

WELLS FARGO & COMPANY

SUPPLEMENTAL CASH BALANCE PLAN

(as amended through April 28, 2009)

Sec. 1 Name and Purpose . The name of the Plan is the “Wells Fargo & Company Supplemental Cash Balance Plan” (the “Plan”). The Plan amends and restates the Norwest Corporation Supplemental Pension Plan. The Plan, as amended and restated, shall be effective January 1, 2008. The Plan is maintained by Wells Fargo & Company (the “Company”) for the purpose of providing unfunded pension benefits for certain select management employees, including pension benefits in excess of certain limits imposed by the Internal Revenue Code (the “Code”). Said benefits are intended to supplement the pension benefits payable to such employees under the Wells Fargo & Company Cash Balance Plan (hereinafter referred to as the “Pension Plan’”) formerly known as the Norwest Corporation Pension Plan.

The terms of this restatement are intended to comply with Code section 409A, as added by the American Jobs Creation Act of 2004. The terms of this restatement shall apply to: (i) deferred compensation that relates all or in part to services performed on or after January 2005, and (ii) deferred compensation that relates entirely to services performed on or before December 31, 2004 if such amounts were not yet paid from the Plan as of the effective date of this restatement. For the period January 1, 2005 through December 31, 2007, the Plan was administered in accordance with Code section 409A and guidance issued by the Internal Revenue Service and Treasury.

Sec. 2 Definitions . All references herein to the “Pension Plan” are references to the Wells Fargo & Company Cash Balance Plan (formerly known as the Norwest Corporation Pension Plan) as it may be amended from time to time. In addition, except where specifically defined in this Plan, all capitalized terms herein shall have the same meaning as given to those terms in the Pension Plan.

Sec. 3 Nonqualified Certified Compensation . Nonqualified Certified Compensation for purposes of the compensation credits to accounts under Section 8 of this Plan, the special transitional benefit comparison under Section 10 of this Plan and the special transitional calculation under Section 26(b) of this Plan means a participant’s base pay and all approved commissions, bonuses and incentive payments paid to the participant by the Company or a Participating Employer during a particular pay period subject to the following:

(a)

Nonqualified Certified Compensation shall include any Salary Deferral Contributions made on behalf of a participant under the 401(k) Plan, any salary reduction contributions to any cafeteria plan under Code section 125, and any salary reduction contributions to a qualified transportation fringe benefit under Code section 132(f)(4) maintained by a Participating Employer. Nonqualified Certified Compensation shall not include any severance payment. Effective for participants who commence on or after October 1, 2003 a leave of absence that is classified by his or her Participating Employer as a salary continuation leave of absence, Nonqualified Certified Compensation shall not include any salary continuation pay paid to the participant while on a salary continuation leave of absence that is paid following the pay day for the pay period in which the leave began. Effective for participants who commenced prior to October 1, 2003 a leave of absence that was classified by his or her Participating Employer as a salary continuation leave of absence and contingent upon approval of a similar provision in the Pension Plan by the Internal Revenue Service, Nonqualified Certified Compensation shall include salary continuation pay paid in regular monthly or more frequent installments.

(b)

Nonqualified Certified Compensation shall include payments under any commission, bonus or incentive compensation programs or plans which the Company designates as included in Nonqualified Certified Compensation by written action of the Executive Vice President of Human Resources. Notwithstanding the previous sentence, payments under any such commission, bonus or incentive compensation plan shall not be included in Nonqualified Certified Compensation to the extent those payments exceed any limit the Company establishes in such written action. Notwithstanding the foregoing or any other provision of this Section 3, for the Plan Year commencing January 1, 2009, Nonqualified Certified Compensation shall include, solely for the purpose of determining the amount of the credit under Section 8 for which a participant described in Section 5(a) is eligible, any payment under any commission, bonus or incentive compensation plan or program of the Company, but only to the extent that such payment would otherwise have been recognized as “Certified Compensation” as defined in the Pension Plan. For all other purposes under the Plan not otherwise described in the immediately preceding sentence, including, but not limited to, determining the eligibility of a participant described in Section 5(b) to a credit under Section 8 and the amount of such credit for the Plan Year commencing January 1, 2009 on account of a reduction in his benefits under the Pension Plan as a result of the limits imposed by Code section 401(a)(17) (without regard to the proration for such Plan Year pursuant to the amendment to the Wells Fargo & Company Cash Balance Plan effective as of July 1, 2009 (the “Prorated Limit”)) and Code Section 415 and Treasury Regulation Section 1.401(a)(4)-5(b), Nonqualified Certified Compensation shall exclude any payment under any commission, bonus or incentive compensation plan or program of the Company; provided, however, that for purposes of determining the eligibility of a participant described in Section 5(b) to a credit under Section 8 and the amount of such credit for the Plan Year commencing January 1, 2009 on account of a reduction in his benefits under the Pension Plan as a result of the Prorated Limit, Nonqualified Certified Compensation shall include any such payment under any commission, bonus or incentive compensation plan or program of the Company to the extent such payment would not cause the participant’s Nonqualified Certified Compensation to exceed $ 245, 000.

(c)

Nonqualified Certified Compensation shall include deferrals of base pay, approved commissions, bonuses and incentive payments for a participant who has entered into an agreement under a nonqualified deferred compensation arrangement maintained by the Company or any other Participating Employer under which payment of such compensation will be deferred to a year subsequent to the year in which it would otherwise have been paid to the participant, subject to any limitations imposed by the Company.

(d)

Nonqualified Certified Compensation for a participant who has entered into an agreement with the Company or any other Participating Employer to defer compensation that would have been Certified Compensation under the Pension Plan if it had not been deferred shall include all such deferred compensation.

(e)

Notwithstanding the foregoing provisions of this section, solely for purposes of allocating compensation credits under Section 8 and determining the special transitional benefit comparison under Section 10 and the special transitional calculation under Section 26(b) of this Plan, any Nonqualified Certified Compensation paid to a participant while the participant is employed in a position subject to this subsection (e) shall be disregarded to the extent such Nonqualified Certified Compensation exceeds $50,000 for a Plan Year.

(1)

This subsection (e) applies to any participant who is employed by Wells Fargo Home Mortgage, Inc. or any of its subsidiaries in any of the following job categories: Mortgage Consultant, Mortgage Consultant In-House, Mortgage Consultant Subprime, Mortgage Consultant Emerging Markets, Mortgage Consultant Reverse, Mortgage Consultant Renovation, Mortgage Consultant Junior, Mortgage Consultant Team, Retail Sales Supervisor, Subprime Sales Supervisor, Renovation Sales Supervisor, Escrow Sales Representative, Renovation Staff Consultant, Marketing Representative, Wholesale Account Executive, Wholesale Account Executive Subprime or any other job category which Wells Fargo Home Mortgage, Inc. classifies as equivalent to the job categories listed above. In addition, this subsection (e) applies to any participant who is employed by Wells Fargo Home Mortgage, Inc. or any of its subsidiaries in one of the job categories listed above (or in any other job category that the Plan Administrator classifies as equivalent to one of the job categories listed above for purposes of this subsection (e)) and who is also simultaneously employed by Wells Fargo Investments, LLC.

(2)

If a participant is transferred into a position that is subject to this subsection (e) during a Plan Year, the $50,000 limit under this subsection for that Plan Year shall be reduced (but not below $0) by the amount of Nonqualified Certified Compensation credited to the participant for service completed during that Plan Year prior to the transfer date.

(f)

Notwithstanding the foregoing provisions of this section, solely for the purpose of determining the special transitional benefit comparison under Section 10, if any incentive compensation payments paid after 1996 are taken into account in determining Monthly Earnings for the Plan Year in which paid, but the Participant was not a Qualified Employee for the entire Plan Year, each such incentive compensation payment shall be prorated by multiplying it by a fraction, the numerator of which is the number of months during the Plan Year in which the Participant had one or more Hours of Service as a Qualified Employee (disregarding any hours attributable to severance pay or terminal vacation), and the denominator of which is 12.

(g)

Notwithstanding anything in the foregoing provisions of this section to the contrary, if a Participant’s Separation from Service occurs during a calendar quarter, Nonqualified Certified Compensation does not include any compensation paid to the Participant following the earlier of (i) the bi-weekly pay date for the pay period in which the Separation from Service occurred, or (ii) the last day of the calendar quarter in which the Separation from Service occurred. However, the preceding sentence ceases to apply on the date, if any, on which the individual again becomes an Active Participant.

(h)

If an individual becomes an Active Participant on the Entry Date for a calendar quarter, Nonqualified Certified Compensation for that quarter includes any compensation not excluded under subsections (a) through (f) which is paid on the pay date for the payroll period that contains the Entry Date for service as a Qualified Employee at any time during that payroll period.

(i)

Notwithstanding any provision of this Section 3 to the contrary, Nonqualified Certified Compensation shall exclude any compensation earned with respect to services performed on or after July 1, 2009.

Sec. 4 Company and Participating Employers . The “Company” is Wells Fargo & Company (formerly known as Norwest Corporation), a Delaware corporation, and any successor to said corporation. Each Participating Employer in the Pension Plan shall also be a “Participating Employer” in this Plan if any of its employees become participants in this Plan pursuant to Section 5 of this Plan.

Sec. 5 Participation . Participation in this Plan is limited to the following employees of the Company or any other Participating Employer who have become Participants in the Pension Plan:

(a)

Employees who enter into an agreement with the Company or any other Participating Employer under which payment of compensation earned by the employee will be deferred to a stated year subsequent to the year in which it would otherwise have been paid, provided such compensation would otherwise have been recognized as “Certified Compensation” or “Monthly Earnings” as defined in the Pension Plan. The compensation of a participant that is so deferred is referred to in this Plan as the participant’s “Deferred Compensation.”

(b)

Employees whose benefits under the Pension Plan are reduced as a result of the limits imposed by Code section 401(a)(17) (including, for the Plan Year commencing January 1, 2009, the prorated limit for the six-month period from January 1, 2009 through June 30, 2009 pursuant to the amendment to the Wells Fargo & Company Cash Balance Plan effective as of July 1, 2009) and Code section 415 and Treasury Regulation Section 1.401(a)(4)-5(b). However, an employee will not be eligible under the previous sentence unless the employee would have reached one or more of those limits based on his or her Nonqualified Certified Compensation.

Notwithstanding any provision of this Section 5 to the contrary, no person who is not a participant in the Plan on June 30, 2009 shall become a participant on or after July 1, 2009, and no participant who is not an Active Participant on June 30, 2009 shall become an Active Participant on or after July 1, 2009.

Sec. 6 Establishment of Plan Account . A bookkeeping account shall be established under this Plan for each participant. The participant’s account in this Plan shall be adjusted as follows:

(a)

If applicable, an initial account balance shall be credited to the participant pursuant to Section 7 of this Plan.

(b)

The participant’s account will be increased by compensation credits determined pursuant to Section 8 of this Plan.

(c)

The participant’s account will be adjusted for investment credits determined pursuant to Section 9 of this Plan.

(d)

The participant’s account will be canceled upon payment of a lump sum distribution, upon commencement of monthly pension payments to the participant, or upon the occurrence of a forfeiture.

Sec. 7 Initial Account Balance . The participant’s initial account balance, if any, is or was determined as follows:

(a)

If the participant was an Active Participant in the Pension Plan on June 30, 1999 and continued to be an Active Participant in the Pension Plan on July 1, 1999, his or her account under this Plan was credited with an initial account balance as of July 1, 1999 determined under the provisions of the Plan in effect on July 1, 1999.

(b)

If a participant in the Plan on July 1, 1999 was a participant with an accrued but unpaid benefit in the frozen First Interstate Bancorp Supplemental Retirement and Savings Program (Excess Benefit Retirement Plan) on June 30, 1999, his or her account under this Plan was credited with an initial account balance as of July 1, 1999 equal to the amount indicated on Schedule I to the Plan in effect on July 1, 1999.

(c)

If a participant for whom an initial account balance was not established pursuant to subsection (a) of this Section 7 as of July 1, 1999, becomes a Qualified Employee in the Pension Plan after that date (either due to reemployment by a Participating Employer or due to reclassification into a Qualified Employee position) and remains entitled to a benefit that accrued with respect to service prior to July 1, 1999 under this Plan but has not yet received or begun receiving payments of the benefit, his or her account will be credited with an initial account balance as of the first day of the calendar quarter following the date the participant again became a Qualified Employee. The initial account balance will be equal to the Actuarial Equivalent present value, determined as of the date the credit occurs, of the benefit to which the participant is entitled with respect to service prior to July 1, 1999, expressed as a Life-Only Annuity commencing on the first day of the month following the participant’s Social Security Retirement Date (or the date of the credit, if later).

Sec. 8 Nonqualified Compensation Credit . The Plan account of each eligible participant who is an Active Participant in the Pension Plan during all or part of a Plan Year will be credited with a nonqualified compensation credit for the Plan Year, determined as follows:

(a)

The nonqualified compensation credit for an eligible participant for a Plan Year will be equal to the participant’s Nonqualified Certified Compensation determined under Section 3 of this Plan multiplied by the percent determined from the following table less the amount of any Compensation Credits allocated to the participant’s Account in the Pension Plan for that Plan Year:


Points	Compensation Credit
39 or less	3	%
40 to 54	4	%
55 to 69	5	%
70 to 79	6	%
80 or more	7	%

(b)

For purposes of this Section 8, an eligible participant’s points for a particular Plan Year are equal to the sum of the participant’s completed years of age, plus the participant’s complete years of Credited Service determined as of the last day of the Plan Year. If the participant incurs a Separation from Service prior to the last day of the Plan Year, the participant’s points will be determined as of the date of the participant’s Separation from Service. In applying the formula, the participant’s age will be determined as of the participant’s most recent birthday and the participant’s Credited Service will be rounded down to completed years by disregarding any fraction of a year.

(c)

The percentages in subsection (a) above will be adjusted pursuant to the table contained in Sec. 5.3(d) of the Pension Plan for each eligible participant who (i) was an active participant in this Plan both on July 1, 1999 and at any time during the Plan Year for which the compensation credit is allocated, (ii) was born before January 2, 1940, and (iii) on January 1, 1985 was a participant in the Wells Fargo & Company Retirement Plan (a defined benefit pension plan that terminated effective December 31, 1984).

(d)

The nonqualified compensation credit for a Plan Year will be allocated to the eligible participant’s account as of the end of the Plan Year.

(e)

No nonqualified compensation credit will be made for a participant for a Plan Year unless the participant was an Active Participant in the Pension Plan at some time during that Plan Year and satisfied the eligibility requirements under Section 5 of this Plan for that Plan Year. Any compensation that is paid following the calendar quarter in which the participant’s Separation from Service occurred will be disregarded for purposes of this Section 8.

(f)

Notwithstanding any provision of this Section 8 to the contrary, the nonqualified compensation credit for the Plan Year commencing January 1, 2009, for any participant who is an Active Participant on June 30, 2009, shall be determined as if that participant had a Separation from Service on such date. No nonqualified compensation credit shall be made with respect to any individual for any Plan Year commencing on or after January 1, 2010.

Sec. 9 Investment Credits . Each account will be adjusted to reflect investment credits determined as follows:

(a)

For each calendar quarter beginning July 1, 1999 and ending prior to the date the Company amends this Plan to provide for participant investment direction, the investment credit will be determined by multiplying the participant’s account balance as of the first day of the quarter by 25% of the average of the annual yields on 30 year constant maturity Treasury securities for the three months preceding the first day of the quarter as specified for each such month by the Commissioner of the Internal Revenue Service for purposes of Code section 417(e) and published in the following month, expressed as a decimal equivalent rounded to four decimal places. The investment credit under this subsection for a calendar quarter will be credited to the participant’s account as of the end of the last day of the quarter; provided, however, that if distribution of the participant’s benefit in this Plan is to commence as of the first day of a month that is not also the first day of a calendar quarter, a pro rata Investment Credit based on the portion of the quarter preceding the distribution date will be credited to the participant’s account as of the last day of the month preceding the distribution date.

(b)

Commencing July 1, 1999 and ending December 31, 2002, special transitional investment credits were allocated to the accounts of eligible participants for each calendar quarter during that time period. No such special transitional investment credits are provided for any quarter commencing after December 31, 2002.

(c)

Compensation credits allocated to a participant’s account for a particular Plan Year shall be credited as of the last day of that Plan Year with an investment credit equal to one-half of the average of the quarterly yields on 30 year constant maturity Treasury securities for that Plan Year determined under subsection (a) of this Section 9.

Sec. 10 Special Transitional Benefit Comparison for Employees of Former Norwest . If a participant in this Plan (i) was an Active Participant in the Pension Plan and this Plan on June 30, 1999, (ii) had attained age 45 on or before June 30, 1999, (iii) was credited with at least five years of Credited Service on June 30, 1999 under the Pension Plan, and (iv) was an Active Participant in the Pension Plan and this Plan on July 1, 1999, the participant is eligible for a special transitional benefit comparison under this Plan as provided below.

(a)

The special transitional benefit comparison provides a total benefit under this Plan and the Pension Plan equal to the greater of the amounts determined under paragraph (1) or (2), below:

(1)

The Actuarial Equivalent present value of the participant’s benefit determined under Article VII of the Pension Plan, except that:

(A)

Monthly Earnings for purposes of determining Final Average Earnings under Sec. 7.3 of the Pension Plan will be calculated using Nonqualified Certified Compensation; provided, however, that Final Average Earnings cannot be less than the Final Average Earnings calculated in the Pension Plan as if the participant had not deferred compensation.

(B)

In the case of a participant employed by a Participating Employer on December 31, 2007, the participant’s Final Average Earnings under subparagraph (A) at any time after that date will not be less than the participant’s Final Average Earnings determined under subparagraph (A) on December 31, 2007; provided, however, that if the participant’s average Monthly Earnings determined as provided in subparagraph (A) for any calendar year after 2007 exceeds the average Monthly Earnings for either the first, second, or third 12-month period used to determine the participant’s Final Average Earnings as of December 31, 2007 (as previously modified by this subparagraph (B) for higher earnings in any calendar year after 2007 and prior to the current year, if applicable), such higher average Monthly Earnings will be substituted in place of the lowest average Monthly Earnings in such previous three 12-month periods for purposes of determining the participant’s Final Average Earnings under this paragraph (1) for the current year and future years.

(2)

The participant’s account value under this Plan plus the participant’s Account value under the Pension Plan.

(b)

The participant’s benefit determined under subsection (a) above will be reduced by the amount of benefits payable to the participant under the Pension Plan (expressed as an Actuarial Equivalent lump sum amount, where applicable).

(c)

For purposes of applying subsections (a)(1) and (b) of this section, the participant’s benefits under the Pension Plan will be the benefits to which the participant would be entitled if they commence on the first day of the month which the participant’s benefits are to occur or commence under Section 13 of this Plan, regardless of when payment of the participant’s benefit under the Pension Plan actually commences.

Sec. 11 Special Transitional Benefit Comparison for Certain Former First Interstate Employees . If a participant in this Plan on July 1, 1999 was (i) a participant with an accrued but unpaid benefit in the frozen First Interstate Bancorp Supplemental Retirement and Savings Program (Excess Benefit Retirement Plan) on June 30, 1999, and (ii) was an Active Participant in the Pension Plan on July 1, 1999, the participant is eligible for a special transitional benefit comparison under this Plan as provided below.

(a)

The participant’s account balance at the time the distribution to the participant will occur or commence shall be increased by an amount (not less than $0) equal to the amount determined in paragraph (1) below minus the amount determined in paragraph (2) below:

(1)

The Actuarial Equivalent present value of the Monthly Pension upon early retirement to which the participant is entitled under the provisions of the First Interstate Bancorp Supplemental Retirement and Savings Program (Excess Benefit Retirement Plan) and the Retirement Plan for Employees of First Interstate Bancorp and Its Affiliates in effect on June 30, 1999, expressed as a Life Only Annuity commencing on the date as of which distribution of the participant’s accrued benefit under this Plan is to occur or commence.

(2)

The participant’s initial account balance under this Plan plus the participant’s initial Account Balance under the Pension Plan adjusted for investment credits attributable to those initial account balances, and disregarding any compensation credits subsequently allocated to the participant’s account in this Plan and the participant’s Account in the Pension Plan and any investment credits attributable to such compensation credits.

(b)

The participant’s benefit determined under subsection (a) above will be reduced by the amount of benefits payable to the participant under the Pension Plan commencing on the first day of the month in which the participant’s benefits are to occur or commence under Section 13 of this Plan, regardless of when payment of the participant’s benefit under the Pension Plan actually commences (expressed as an Actuarial Equivalent amount, where applicable).

(c)

Notwithstanding any provision of this Section 11 to the contrary, the special transitional benefit comparison under this Section 11 for any participant who is eligible for such comparison and who is an Active Participant in this Plan on June 30, 2009 shall be determined as if the participant had a Termination of Employment on June 30, 2009.

Sec. 12 Benefit on Separation from Service . Upon a Separation from Service, a participant shall be entitled to a benefit equal to the value of the participant’s Plan account balance (after any adjustments under Sections 10, 11 or 26), calculated as of the last day of the month preceding the month containing the date benefits are to be distributed or monthly annuity payments are to commence pursuant to Section 13, multiplied by the participant’s vested percentage at the time the Separation from Service occurs determined under Sec. 5.7 of the Pension Plan.

(a)

If the participant’s vested percentage under Sec. 5.7 of the Pension Plan at the time the Separation from Service occurs is 0%, the participant’s entire Plan account balance shall be forfeited.

(b)

For purposes of this Plan, a participant’s “Separation from Service” occurs upon his or her death, retirement or other termination of employment or other event that qualifies as a “separation from service” under Code section 409A and the applicable regulations thereunder as in effect from time to time. The Plan Administrator shall determine in each case when a participant’s Separation from Service has occurred, which determination shall be made in a manner consistent with Treasury Regulation Section 1.409A-1(h). The Plan Administrator shall determine that a Separation from Service has occurred as of a certain date when the facts and circumstances indicate that the Company (or an Affiliate, if applicable) and the participant reasonably anticipate that, after that date, the participant will render no further services, or the participant’s level of bona fide services (either as an employee or independent contractor) will permanently decrease to a level that is 20% or less than the average level of the participant’s bona fide services (either as an employee or independent contractor) previously in effect for such participant over the immediately preceding 36-month period (or the participant’s entire period of service, if the participant has been providing services for less than 36 months).

The following presumptions shall also apply to all such determinations:

(1)

Transfers . A Separation from Service has not occurred upon the participant’s transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to another Affiliate.

(2)

Medical leave of absence . Where the participant has a medical leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, and he or she has not returned to employment with the Company or an Affiliate, a Separation from Service has occurred on the earlier of: (A) the first day on which the participant would not be considered “disabled” under any disability policy of the Company or Affiliate under which the participant is then receiving a benefit; or (B) the first day on which the participant’s medical leave of absence period exceeds 29 months.

(3)

Military leave of absence . Where the participant has a military leave of absence, and he or she has not returned to employment with the Company or an Affiliate, a Separation from Service has occurred on the day next following the last day on which the participant is entitled to reemployment rights under USERRA.

(4)

Salary continuation leave . A Separation from Service has occurred on the first day of the Participant’s salary continuation leave taken under the Company’s salary continuation leave program.

(5)

Other leaves of absence . In the event that the participant is on a bona fide leave of absence, not otherwise described in this Sec. 12(b), from which he or she has not returned to employment with the Company or an Affiliate, the participant’s Separation from Service has occurred on the first day on which the participant’s leave of absence period exceeds six months or, if earlier, upon the participant’s termination of employment (provided that such termination of employment constitutes a Separation from Service in accordance with the last sentence of the first paragraph of this section):

(6)

Asset purchase transaction . If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, the participant becomes an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4).

(c)

If a participant has a Separation from Service and is later reemployed by a Participating Employer, the participant will be entitled to a distribution of his or her vested Plan benefit pursuant to this Section 12 upon his or her Separation from Service notwithstanding such reemployment. Any unvested account balance forfeited by the participant pursuant to subsection (a) of this Section 12 upon his or her Separation from Service will be reinstated upon his or her reemployment, provided that the participant would be entitled to reinstatement of any forfeited benefit under the Pension Plan at the time of such reemployment.

(d)

For the avoidance of doubt, no provision of this Plan that provides for a participant’s benefit to be determined as if the participant had a Separation from Service on June 30, 2009 (which is intended to freeze benefits accrued under the Plan as of such date) shall be construed as affecting the participant’s entitlement to, or the time or form of payment of, a distribution of a benefit under the Plan, which instead shall be determined on the basis of the participant’s actual Separation from Service.

Sec. 13 Form and Time of Payment of Benefits Upon Separation from Service . Payment of vested Plan benefits to a participant following the participant’s Separation from Service will be made according to the following provisions:

(a)

If the individual became a participant in this Plan on or after January 1, 2008, the entire vested Plan benefit shall be paid in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year.

(b)

If the individual became a participant in this Plan prior to January 1, 2008, was employed by a Participating Employer on January 1, 2008, was credited with an account balance under this Plan on December 31, 2007, and does not commence receiving payments of benefits under this Plan on or before December 31, 2008, he or she may file an irrevocable written election with the Plan Administrator on or before December 31, 2008 (which election shall be effective January 1, 2009) that his or her vested Plan benefit shall be paid either (i) in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year, or (ii) in the form of a monthly annuity commencing as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year. If a participant subject to this subsection (b) fails to file such an election by December 31, 2008, the participant’s vested Plan benefit shall be paid in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year.

(c)

If the individual became a participant in this Plan prior to January 1, 2008, was not employed by a Participating Employer on January 1, 2008, was credited with an account

balance under this Plan on December 31, 2007, and does not commence receiving payments of benefits under this Plan on or before December 31, 2008, he or she may file an irrevocable written election with the Plan Administrator on or before December 31, 2008 (which election shall be effective January 1, 2009) that his or her vested Plan benefit shall be paid either (i) in a lump sum as soon as administratively feasible after January 1 of the calendar year specified in the election, but no later than the December 31 of that calendar year, or (ii) in the form of a monthly annuity commencing as of the first day of the month on or after January 1 of the calendar year specified in the election, with the first monthly payment to occur as soon as administratively feasible after that January 1, but no later than the December 31 of that calendar year. If a participant subject to this subsection (c) fails to file such an election by December 31, 2008, the participant’s vested Plan benefit shall be paid in a lump sum as soon as administratively feasible after January 1, 2009, but no later than December 31, 2009. The participants to whom the provisions of this subsection (c) apply, including the option to elect to receive a lump sum distribution on or after January 1, 2009, include those participants whose Separation from Service occurred prior to July 1, 1999 and who have not commenced receiving benefits under this Plan on or prior to December 31, 2008.

(d)

If the individual was credited with an account balance under this Plan on December 31, 2007, incurred a Separation from Service on or after January 1, 2005 and prior to January 1, 2008, was reemployed by a Participating Employer prior to January 1, 2008, and did not commence receiving payment of benefits under this Plan on or before December 31, 2008 for the portion of his or her vested Plan benefit earned prior to the Separation from Service, such portion of the individual’s benefit shall be paid in a lump sum as soon as administratively feasible on or after January 1, 2009, but no later than December 31, 2009.

(e)

For purposes of subsections (b), (c) and (d), any benefit which is to be paid in the form of a monthly annuity shall be paid in the form of a Life-Only Annuity for the life of the participant which is the Actuarial Equivalent of the participant’s vested Plan benefit, unless the participant files with the Plan Administrator prior to the commencement month elected a written election of a different form of monthly annuity permitted under the Pension Plan which is the Actuarial Equivalent of said Life-Only Annuity. Any such election shall be subject to the rules that apply to selection of optional settlements under the Pension Plan, and shall be recognized by the Plan Administrator only if the election is permitted under Code section 409A and the regulations thereunder.

(f)

Notwithstanding anything in this Section 13 to the contrary,

(1)

For participants who incur a Separation from Service on or after January 1, 2008, if the total value of the participant’s vested Plan benefit (together with all other vested benefits of the participant under any other deferred compensation plan of the Company or an Affiliate required to be aggregated with this Plan under Code section 409A) on the December 31 immediately following the participant’s Separation from Service (or if the participant’s Separation from Service occurs on December 31, as of that date) is less than the limit in effect under Code section 402(g) for the year in which the Separation from Service occurs, the participant shall receive a lump sum distribution of his or her entire vested Plan benefit as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs but no later than the December 31 of that calendar year. For participants who incurred a

Separation from Service prior to January 1, 2008 and who have not commenced distribution of their vested Plan benefit prior to January 1, 2008, if the total value of the participant’s vested Plan benefit (together with all other vested benefits of the Participant under any other deferred compensation plan of the Company or an Affiliate required to be aggregated with this Plan under Code section 409A) on December 31, 2008 is less than the limit in effect under Code section 402(g) for the 2008 calendar year, the participant shall receive a lump sum distribution of his or her entire vested Plan benefit as soon as administratively feasible after January 1, 2009 but no later than December 31, 2009.

(2)

If the Plan Administrator determines that the participant is a “Specified Employee” for purposes of Code section 409A, no lump sum or monthly annuity payment shall be paid to the participant prior to the date that is six months after the date the participant’s Separation from Service occurred. Any payment that would otherwise be made on an earlier date pursuant to the foregoing provisions of this Section 13 shall be delayed to the extent necessary to comply with the previous sentence.

(A)

For purposes of this Plan, a Specified Employee means:

(i)

any participant who is a “key employee” under Code section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5)) at any time during the 12-month period ending on the specified employee identification date. For purposes of determining “key employee” status under Code section 416(i)(1)(A)(i), except as required under such provision and the regulations thereunder, the term “officer” shall refer to an employee of the Company or an Affiliate with the title Senior Vice President or above, and

(ii)

any participant who served as a member of the Company’s Management Committee at any time during the 12-month period ending on the specified employee identification date.

(B)

For purposes of applying Code section 409A, the “specified employee identification date” is each December 31. Any person described in paragraph (A) on a specified employee effective date shall be treated as a Specified Employee for the entire 12-month period beginning on the following April 1.

(C)

Notwithstanding paragraphs (A) and (B) of this subsection (f)(2), in the event of a corporate transaction to which the Company or an Affiliate is a party, the Plan Administrator may, in his or her discretion, establish a method for determining Specified Employees pursuant to Treasury Regulation Section 1.409A-1(i)(6).

(g)

In the event of any delay in any payment or payments to a Specified Employee pursuant to subsection (f)(2):

(1)

If the participant is to be paid a lump sum distribution, when the distribution is paid, the lump sum will be adjusted for interest for the period commencing on the

first day of the month as of which the payment would have been made if the participant was not a Specified Employee and ending on the last day of the month preceding the month in which the payment is made.

(2)

If the participant is to receive monthly annuity payments, the first monthly payment following the delay will include all of the monthly payments that would have been made for previous months if the participant was not a Specified Employee, with each such delayed payment adjusted for interest for the period commencing on the first day of the month for which the payment would have been made and ending on the last day of the month preceding the month in which the delayed payments are made.

In the event of any other delay in any payment or payments due under the preceding subsections of this section, there shall be no adjustment for interest or earnings during the period of the delay.

(h)

The foregoing subsections of this section do not apply to any participant who receives or begins receiving payment of his or her vested Plan benefits on or before December 31, 2007 under the terms of the Plan in effect prior to that date.

Sec. 14 Death Benefits . The following benefits are payable under this Plan following the death of a participant:

(a)

If the participant dies prior to the first day of the month as of which the participant’s vested Plan benefit is to be paid or commence under Section 13, the participant’s vested Plan benefit determined as of the January 1 following the date of the participant’s death shall be paid in a lump sum cash distribution as soon as administratively feasible after such January 1, but no later than the December 31 following such January 1. Such payment shall be made to the surviving spouse or other Beneficiary who would be entitled to receive a lump sum benefit payable on the same date of a death benefit under Sec. 6.4 of the Pension Plan.

(b)

If a participant who is to receive a lump sum distribution under Section 13 dies on or after the first day of the month as of which the participant’s lump sum is to be paid, but before the lump sum is actually paid, the lump sum distribution shall be paid as soon as administratively feasible to the participant’s estate.

(c)

If the participant dies on or after the first day of the month as of which payment of the participant’s vested Plan benefit commences, or is to commence, in the form of a monthly annuity pursuant to Section 13(b) or (c), the participant’s joint annuitant or Beneficiary shall receive such benefit, if any, that may be provided for that person by the form of annuity the participant elected. In the event such a participant dies before actually beginning to receive monthly annuity payments, this subsection shall be applied as if the participant had begun receiving such payments immediately prior to his or her death.

(d)

Notwithstanding subsection (c), if the Actuarial Equivalent present value of any annuity payable to a joint annuitant or Beneficiary immediately following the participant’s death is less than the limit in effect under Code section 402(g) for the year in which the participant’s death occurs, the entire death benefit payable to such person shall instead be paid in a lump sum cash distribution as soon as administratively feasible after the January 1 following the participant’s death, but no later than the December 31 following such January 1.

(e)

In the event of any delay in any payment or payments due under the preceding subsections of this section, there shall be no adjustment for interest or earnings during the period of the delay.

Sec. 15 Unsecured Obligations . The obligations of the Company to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Company to make such payments. The participant shall have no lien, prior claim or other security interest in any property of the Company. The Company is not required to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund is established, the property therein shall remain the sole and exclusive property of the Company. The Company will pay the cost of this Plan out of its general assets. All references to accounts, income, expenses, payments and the like are included merely for the purpose of measuring the Company’s obligation to participants in this Plan and shall not be construed to impose on the Company the obligation to create any separate fund for purposes of this Plan.

Sec. 16 Nonassignability . No participant or Beneficiary shall have the power to anticipate, assign, alienate, dispose of, pledge or encumber benefits payable under this Plan, whether voluntarily or involuntarily, or directly or indirectly. Any attempt to do so by the participant, a spouse, Beneficiary or joint annuitant, a court, or any other person or entity shall result in forfeiture of the benefits otherwise payable under this Plan with respect to said participant. The Plan Administrator shall not recognize any attachment, garnishment, execution of judgment or other legal process affecting the participant’s benefits under this Plan. The designation of a Beneficiary by a participant does not constitute a transfer.

Sec. 17 No Guarantee of Employment . Participation in this Plan does not constitute a guarantee or contract of employment with any Participating Employer. Such participation shall in no way interfere with any rights of a Participating Employer to determine the duration of a participant’s employment or the terms and conditions of such employment.

Sec. 18 Withholding of Taxes . The benefit payable under the Plan to any participant, spouse, Beneficiary or joint annuitant shall be subject to the deduction of any federal, state or local income taxes, Social Security (FICA) taxes, Medicare tax or other taxes which are required to be withheld from such payments by applicable laws or regulations. Any Social Security or Medicare tax which is required to be withheld based on credits to a participant’s Plan account for a year may be withheld from other compensation payable to the participant by the Participating Employers for that year, or if no such withholding is possible, may be deducted from the amounts credited to the participant’s Plan account.

Sec. 19 Administration . For purposes of Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, the Plan Administrator shall be the Company’s Executive Vice President of Human Resources. The Plan Administrator or its delegatee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. The Plan Administrator powers and duties shall include, but shall not be limited to, the following: (a) responsibility for the compilation and maintenance of all records necessary in connection with the Plan; (b) authorizing the payment of all benefits and expenses of the Plan as they become payable under the Plan; (c) authority to engage such legal, accounting and other professional services as it may deem necessary; (d) discretionary authority to interpret the terms of the Plan; (e) authority to adopt procedures for implementing the Plan, including policies for determining when a participant has a Separation from Service and for determining whether a participant is a Specified Employee; and (f) discretionary authority to determine participants’ eligibility for benefits under the Plan; and to resolve all issues of fact and law in connection with such determinations.

Sec. 20 Claims Procedure . The Company shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant and shall afford a reasonable opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the Company of the decision denying the claim. If no such claims procedure has been established for this Plan, any claim shall be processed according to the claims procedure in effect under the Pension Plan.

Sec. 21 Construction and Applicable Law . This Plan is intended to be construed and administered as a unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in sections 201(2), 301(a)(3)) and 401(a)(1) of ERISA. The Plan shall be construed and administered according to the laws of State of Minnesota to the extent that such laws are not preempted by ERISA.

Sec. 22 Agent for Legal Process . The Plan Administrator shall be the agent for service of legal process with respect to any matter concerning the Plan, unless and until the Company designates some other person as such agent.

Sec. 23 Amendment and Termination . The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time terminate, suspend or amend this Plan in any manner. Upon any termination of this Plan, all credits to Plan accounts under Section 8 shall cease but the Plan shall continue in effect for the purpose of distributing benefits that had accrued prior to the termination pursuant to the provisions hereof as if the termination had not occurred, unless the Company takes action in accordance with Code section 409A and the regulations thereunder to cause an earlier distribution of Plan benefits.

Sec. 24 Savings Clause Relating to Compliance with Code Section 409A . To the extent any provision of this Plan does not satisfy the requirements of Code section 409A or any regulations or other guidance issued by the Treasury Department or the Internal Revenue Service under Code section 409A, such provision will be applied in a manner consistent with such requirements, regulations or guidance, notwithstanding any provision of the Plan to the contrary, and to the extent not prohibited by Code section 409A, the provisions of the Plan and the rights of participants and Beneficiaries hereunder shall be deemed to have been modified accordingly.

Sec. 25 Effective Date of the Plan . The effective date of this restated Plan is January 1, 2008. The Plan was previously restated effective July 1, 1999.

Sec. 26 Provisions Applicable to WFF Employees . This section applies to persons (referred to herein as “WFF Employees”) employed by Wells Fargo Financial, Inc. and its subsidiaries (collectively, “WFF”) which were participating employers in the Wells Fargo Financial Pension Plan (the “WFF Plan”) on December 31, 2004.

(a)

A WFF Employee employed by WFF on December 31, 2004, is eligible to participate in this Plan only if the employee satisfies the requirements of Section 5 of this Plan on or after January 1, 2005. Except as otherwise provided in subsection (b) below, the benefit of a WFF Employee under this Plan will consist solely of amounts credited to such an individual’s account under Sections 8 and 9 of this Plan during or after 2005.

(b)

Special Transitional Calculation for Certain WFF Employees . If a WFF Employee participating in this Plan is eligible for the additional benefit provided under Section III. of the appendix to the Pension Plan titled “Appendix Applicable to Wells Fargo Financial, Inc. and Subsidiaries” that was effective January 1, 2005 (the “WFF Appendix”), the individual will be eligible for an additional benefit calculated under this Plan as follows:

(1)

On the date as of which payment of the benefit based on the individual’s account in this Plan is to occur or commence, an additional amount (not less than $0) will be added to such account equal to the amount determined under subparagraph (A) minus the sum of the amounts determined under subparagraph (B), as follows:

(A)

The lump sum present value of the individual’s WFF Grandfathered Pension determined as the monthly pension payable for the WFF Employee’s life only, commencing on the first day of the month following the date the individual attains age 65 (or the first day of the month following the individual’s Separation from Service, if later), if such monthly pension was determined as the amount determined in paragraph (i) minus the amount determined in paragraph (ii), with the result multiplied by the number of years determined in paragraph (iii):

(i)

1.25% times the individual’s Final Average Earnings determined pursuant to Sec. 7.3 of the Pension Plan, except that the participant’s Monthly Earnings for periods on and after January 1, 2005 will be based on the individual’s Nonqualified Certified Compensation for such periods determined under Section 3 of this Plan, and for periods prior to January 1, 2005 will be determined under Section 7.4 of the Pension Plan based on the compensation during the relevant period that would have been used to calculate a benefit for the individual under the Wells Fargo Financial Pension Excess Benefit Plan.

(ii)

1.00% times the individual’s Projected Social Security Benefit determined pursuant to Section III. (e) of the WFF Appendix.

(iii)

The sum of the individual’s Benefit Accrual Service under the WFF Plan as of December 31, 2004 and the individual’s Credited Service determined under Section 3.4 of the Pension Plan commencing January 1, 2005.

(B)

The sum of (i) the individual’s Account Balance under the Pension Plan, including any additional amount credited to that Account pursuant to Section III. (b) of the WFF Appendix, (ii) the lump sum present value of the benefit to which the individual is entitled under the WFF Plan, and (iii) the lump sum present value of the benefit to which the individual is entitled under the Wells Fargo Financial Pension Excess Benefit Plan.

(2)

Determinations of lump sum present values and any other computations necessary to determine benefits under this Section 26 will be done using the same actuarial assumptions and other methods and procedures specified for that purpose in Section III. of the WFF Appendix. For purposes of this Section 26, the participant’s benefits under the Pension Plan will be assumed to commence as of the first day of the same month as of which payment of benefits under this Plan is to occur or commence, regardless of when payment of the participant’s benefit under the Pension Plan actually commences.

(3)

Notwithstanding any provision of Section 26(b) to the contrary, the additional benefit under this Section 26(b) for any participant who is eligible for an additional benefit under this Section 26(b) and who is an Active Participant in this Plan on June 30, 2009 shall be determined as if the participant had a Termination of Employment on June 30, 2009.

Exhibit 10(c)

WELLS FARGO & COMPANY

SUPPLEMENTAL 401(k) PLAN

(as amended through April 28, 2009)

Sec. 1 Name and Purpose . The name of the Plan is the “Wells Fargo & Company Supplemental 401(k) Plan” (the “Plan”). This Plan, as amended and restated, shall be effective January 1, 2008. This Plan is maintained by Wells Fargo & Company (the “Company”) for the purposes of providing benefits to participants in the Wells Fargo & Company 401(k) Plan (the “401(k) Plan”) whose contributions to the 401(k) Plan are limited by Internal Revenue Code (the “Code”) sections 401(a)(17) and 402(g) and providing benefits to eligible employees who have chosen to defer compensation into a nonqualified deferred compensation plan maintained by the Company that would otherwise be available for contributions to the 401(k) Plan.

Sec. 2 Definitions . All references herein to the “401(k) Plan” are references to the Wells Fargo & Company 401(k) Plan as it may be amended from time to time. In addition, except where specifically defined in this Plan, all capitalized terms herein shall have the same meaning as given to those terms in the 401(k) Plan.

Sec. 3 Nonqualified Certified Compensation . Nonqualified Certified Compensation for purposes of the credits to Plan Accounts under Section 8 means a participant’s base pay and all approved commissions, bonuses and incentive payments paid to the participant by the Company or a Participating Employer during a particular pay period, subject to the following:

(a)

Nonqualified Certified Compensation shall include any Salary Deferral Contributions on behalf of a participant under the 401(k) Plan, any salary reduction contributions to any cafeteria plan under Code section 125, and any salary reduction contributions to a qualified transportation fringe benefit under Code section 132(f)(4) maintained by a Participating Employer. Nonqualified Certified Compensation shall not include any severance payment. For a participant who commences a leave of absence that is classified by his or her Participating Employer as a salary continuation leave of absence, Nonqualified Certified Compensation shall not include any salary continuation pay paid to the participant while on a salary continuation leave of absence that is paid following the pay day for the pay period in which the leave began.

(b)

(c)

Nonqualified Certified Compensation shall include deferrals of base pay, approved commissions, bonuses and incentive payments for a participant who has entered into an agreement under a nonqualified deferred compensation plan or arrangement maintained by the Company or any other Participating Employer under which payment of such compensation will be deferred to a year subsequent to the year in which it would otherwise have been paid to the participant, subject to any limitations imposed by the Company.

(d)

Nonqualified Certified Compensation shall include for a participant who has entered into an agreement under a nonqualified deferred compensation plan or arrangement maintained by the Company or any other Participating Employer to defer compensation, the amount of such deferred compensation that would have been considered Certified Compensation under the 401(k) Plan if it had not been deferred under the nonqualified deferred compensation plan.

(e)

Notwithstanding the foregoing provisions of this section, commencing January 1, 2003 and solely for purposes of allocating Employer Matching Contributions under Section 8, any Nonqualified Certified Compensation paid to a participant while the participant is employed in a position subject to this subsection (e) shall be disregarded to the extent such Nonqualified Certified Compensation exceeds $50,000 for a Plan Year.

(1)

This subsection (e) applies to any participant who is employed by Wells Fargo Home Mortgage, Inc. or any of its subsidiaries in any of the following job categories: Mortgage Consultant, Mortgage Consultant In-House, Mortgage Consultant Subprime, Mortgage Consultant Emerging Markets, Mortgage Consultant Reverse, Mortgage Consultant Renovation, Mortgage Consultant Junior, Mortgage Consultant Team, Retail Sales Supervisor, Subprime Sales Supervisor, Renovation Sales Supervisor, Escrow Sales Representative, Renovation Staff Consultant, Marketing Representative, Wholesale Account Executive, Wholesale Account Executive Subprime or any other job category which Wells Fargo Home Mortgage, Inc. classifies as equivalent to the job categories listed above. In addition, this subsection (e) applies to any Participant who is employed by Wells Fargo Home Mortgage, Inc. or any of its subsidiaries in one of the job categories listed above (or in any other job category that the Plan Administrator classifies as equivalent to one of the job categories listed above for purposes of this subsection (e)) and who is also simultaneously employed by Wells Fargo Investments, LLC.

(2)

(f)

For purposes of applying the foregoing provisions of this section:

(1)

Nonqualified Certified Compensation does not include any compensation paid to the Participant following the bi-weekly pay date for the pay period in which the Participant’s Separation from Service occurs. However, the preceding sentence ceases to apply on the date, if any, on which the individual again becomes an Active Participant under the 401(k) Plan.

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(2)

For purposes of determining Employer Matching Contributions under Section 8, the Nonqualified Certified Compensation recognized for a particular calendar quarter, Plan Year or portion of a Plan Year includes compensation not otherwise excluded under subsections (a) through (e) of this section which is paid on or after the first day of such period, including any such compensation related to service performed in a pay period or part of a pay period before the first day of that calendar quarter, Plan Year or portion of a Plan Year, and all Nonqualified Certified Compensation paid before the first day or after the last day of that calendar quarter, Plan Year or portion of a Plan Year will be disregarded. However, if a former Active Participant becomes an Active Participant in the 401(k) Plan again during a calendar quarter or Plan Year, any compensation for periods prior to the date the individual became an Active Participant again that is excluded from Certified Compensation under the 401(k) Plan will also be disregarded in determining the contributions under Section 8.

(g)

Notwithstanding any provision of this Section 3 to the contrary, Nonqualified Certified Compensation shall exclude any compensation earned with respect to services performed on or after July 1, 2009.

Sec. 4 Company and Participating Employers . The “Company” is Wells Fargo & Company, a Delaware corporation, and any successor to said corporation. Each Participating Employer in the 401(k) Plan shall also be a Participating Employer in this Plan if any of its employees are eligible to become participants in this Plan.

Sec. 5 Participation . Employees of the Company or of any other Participating Employer who satisfy one or more of the following criteria are eligible to participate in this Plan:

(a)

Employees who have satisfied one year of Vesting Service under the 401(k) Plan and who enter into an agreement with their respective Participating Employer under which payment of compensation earned by the participant will be deferred to a stated year subsequent to the year in which it would otherwise have been recognized as Certified Compensation under the 401(k) Plan. The compensation of a participant that is so deferred is referred to in this Plan as “Deferred Compensation.”

(b)

Employees who have satisfied one year of Vesting Service under the 401(k) Plan and whose Salary Deferral Contributions and/or Employer Matching Contributions for a Plan Year are limited by Code section 401(a)(17).

(c)

Employees who have satisfied one year of Vesting Service under the 401(k) Plan and whose Employer Matching Contributions under the 401(k) Plan for a Plan Year did not reach the maximum of six percent of Certified Compensation as a result of the limitation on Salary Deferral Contributions under Code section 402(g).

(d)

Employees who have satisfied one year of Vesting Service under the 401(k) Plan and whose Employer Matching Contribution under the 401(k) Plan for a Plan Year is reduced as a result of the Plan’s compliance for such Plan Year with the nondiscrimination testing requirements of Code sections 401(k)(3) and/or 401(m)(2) and the regulations under said sections.

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Sec. 6 Establishment of Plan Account . An account (a “Plan Account”) shall be established under this Plan for each participant.

Sec. 7 Credits for Lost Employer Matching Contributions . For each Plan Year, the Plan Account of a participant described in Section 5(d) will receive a credit equal to the amount, if any, by which the participant’s Employer Matching Contribution under the 401(k) Plan for the Plan Year was reduced as a result of the 401(k) Plan’s compliance with the requirements described in Section 5(d). However, the participant’s credit under this section for any Plan Year will not exceed the limit under Code section 402(g) applicable to that Plan Year (disregarding any additional catch-up contributions permitted under Code section 414(v)). The credit under this section for each Plan Year shall be made as of the end of the Plan Year in which the Employer Matching Contribution would have been reflected in the participant’s 401(k) Plan Account if the reductions described in Section 5(d) had not occurred with respect to that Plan Year. A participant shall receive the credit under this section for a Plan Year even if the participant terminates employment prior to the end of the Plan Year.

Notwithstanding the foregoing, however, the credit made pursuant to this Section 7 shall be limited as follows:

(a)

For the Plan Year commencing January 1, 2009, the credit under this section to the Plan Account of a participant who was an Active Participant on June 30, 2009 shall be determined as if the participant had incurred a Separation from Service on account of his Termination of Employment on June 30, 2009 and did not have any Employer Matching Contribution under the 401(k) Plan on or after July 1, 2009. In determining the amount of the credit, if any, to which a participant is entitled for the portion of the Plan Year ending on June 30, 2009, the Employer Matching Contribution under the 401(k) Plan for such Plan Year shall be deemed to have been reduced in a “last in, first out” order: that is, the reduction in Employer Matching Contribution shall be taken first from the Employer Matching Contribution that matches the participant’s last contribution for the Plan Year to his 401(k) Account, working backwards there from to the participant’s first contribution for the Plan Year to his 401(k) Account, to the extent reductions in the Employer Matching Contribution are necessary to achieve the 401(k) Plan’s compliance with the requirements described in Section 5(d).

(b)

For any Plan Year commencing after January 1, 2009, no credit shall be made to a participant’s Plan Account.

Sec. 8 Credits Based on Limits on Contributions . For each Plan Year, the Plan Account of each participant described in Sections 5(a), 5(b) and/or 5(c) shall receive Employer Matching Contribution credits equal to the sum of the amounts determined for each quarter of the Plan Year as follows:

(a)

To be eligible to receive a credit with respect to a particular calendar quarter, the participant must have been eligible to receive Employer Matching Contributions under the 401(k) Plan for that quarter, and either (i) the participant was employed by a Participating Employer or an Affiliate on the last business day of the calendar quarter, or (ii) the participant’s Termination of Employment occurred during that quarter due to the participant’s Retirement or Disability or due to the participant’s death. Any Nonqualified Certified Compensation or Deferred Compensation attributable to a calendar quarter with respect to which the participant is not eligible to receive Employer Matching Contributions under the 401(k) Plan will be disregarded in applying this section.

(b)

The participant’s credit under this section for a calendar quarter will be equal to the sum of the amounts determined under paragraph (1) and paragraph (2) for that quarter:

(1)

The participant’s applicable percent for the Plan Year, multiplied by the Deferred Compensation deducted from the participant’s compensation during that calendar quarter.

(2)

The amount determined under subparagraph (A) for the quarter, minus the amount determined under subparagraph (B) for that quarter:

(A)

The participant’s applicable percent for the Plan Year, multiplied by an amount (not less than $0) equal to: (i) the participant’s Nonqualified Certified Compensation for the portion of the Plan Year ending on the last day of that quarter, minus (ii) the Deferred Compensation recognized under paragraph (1) for the current quarter and all previous quarters of the Plan Year, and minus (iii) the limit on Certified Compensation under Code section 401(a)(17) in effect for that Plan Year.

(B)

The amount determined under this paragraph (2) for all previous quarters of the Plan Year.

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(c)

For purposes of this Section 8, a participant’s “applicable percent” for a Plan Year is equal to the smaller of (i) six percent, or (ii) the percent by which the participant has elected to have his or her Certified Compensation reduced for the purpose of making Salary Deferral Contributions under the 401(k) Plan in the election that is in effect on January 1st of that year. The percent determined under the preceding sentence shall apply to the participant for the entire Plan Year without regard to any changes the participant may subsequently make in his or her deferral election for purposes of contributions to the 401(k) Plan.

(d)

Notwithstanding the foregoing, in the case of a participant employed during the Plan Year in a position subject to Section 3(e), the total credits for the Plan Year under subsection (b) shall not exceed the participant’s applicable percent for the Plan Year, multiplied by an amount (not less than $0) equal to (i) the limit on Nonqualified Certified Compensation for the Plan Year under Section 3(e), minus (ii) the participant’s Certified Compensation for the Plan Year.

(e)

Notwithstanding any provision of this Section 8 to the contrary, no credit under this Section 8 shall be made to a participant’s Plan Account with respect to any calendar quarter commencing on or after July 1, 2009, except that the credit determined under Section 8(b)(1) shall be calculated based on the participant’s Deferred Compensation for all of 2009. No credit under this Section 8 shall be made to any participant’s Plan Account for any Plan Year commencing on or after January 1, 2010.

Credits under this section shall be reflected in the participant’s Plan Account as of the end of the Plan Year in which an Employer Matching Contribution would have been reflected in the participant’s 401(k) Plan Account if the limits specified in Sections 5(b) and 5(c) did not apply for that Plan Year and if the Deferred Compensation had been recognized as Certified Compensation for the Plan Year.

Sec. 9 Investment of Credits . All participants’ Plan Accounts are allocated solely to the Wells Fargo & Company Stock Investment Fund, and no other Investment Funds are available.

Sec. 10 Adjustment and Funding of Accounts . Credits to a participant’s Plan Account shall be subject to the following:

(a)

Credits to participants’ Plan Accounts shall be stated in the form of shares of Company common stock, the number of which shall be determined by dividing the amount of the credits made pursuant to Sections 7 or 8 of this Plan for a Plan Year by the New York Stock Exchange only closing price per share of Company common stock as of December 31 of that Plan Year. If December 31 is not a trading date, the closing price per share of Company common stock reported on the trading date immediately preceding that December 31 shall be used. Adjustments to the number of shares of Company common stock credited to the participant’s Plan Account shall be made to reflect dividends paid on Company common stock pursuant to subsection (c) below. If the Company chooses to fund the credits to the Wells Fargo & Company Stock Investment Fund, the Company shall make contributions in cash or in Company common stock to the trust described in Section 21. Any cash contributions shall be used by the trustee to purchase shares of Company common stock within 10 business days after such deposit. Purchase of such shares may be made by the trustee in brokerage transactions or by private purchase, including purchase from the Company. All shares held by the trust shall be held in the name of the trustee.

(b)

All Plan Account credits shall consist solely of bookkeeping entries.

(c)

Each time a dividend is paid on the Company common stock, the participant shall receive a credit to the Wells Fargo & Company Stock Investment Fund in his or her Plan Account. The amount of the dividend credit shall be the number of shares of Company common stock determined by multiplying the dividend amount per share by the number of shares credited to a participant’s Wells Fargo & Company Stock Investment Fund as

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of the record date for the dividend and dividing the product by the New York Stock Exchange only closing price per share of Company common stock as of the trading date immediately preceding the dividend payment date.

Sec. 11 Plan Account Statements . The Company may from time to time issue statements to participants advising them of the status of their Plan Accounts, but shall not be required to do so. The issuance of such statements shall not in any way affect the rights of participants hereunder.

Sec. 12 Number of Shares under the Plan/Adjustments for Certain Changes in Capitalization . As of December 31, 2003, 2,742,974 shares of Company common stock were credited to Plan Accounts (as adjusted for the August 11, 2006 two-for-one stock split). On and after January 1, 2004, no more than an additional 4,000,000 shares of Company common stock (as adjusted for the August 11, 2006 two-for-one stock split) may be credited to Plan Accounts, except that any share credits to a Plan Account which are forfeited pursuant to Section 15 may again be credited under the Plan.

If the Company shall at any time increase or decrease the number of its outstanding shares of Company common stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in Company common stock, or through a stock split, subdivision, consolidation, combination, reclassification, or re-capitalization involving the Company common stock, then the numbers, rights, and privileges of the shares that are and may be credited to the Wells Fargo & Company Stock Investment Fund under the Plan shall be increased, decreased, or changed in like manner as if such shares had been issued and outstanding, fully paid, and non-assessable at the time of such occurrence.

Sec. 13. Voting Company Common Stock . If any credits issued pursuant to this Plan are, in the discretion of the Company, funded in a trust as described in Section 21, the Company common stock held in trust shall be voted by the trustee in its discretion.

Sec. 14 Loans and Withdrawals . A participant may not request or receive any loans or withdrawals from his or her Plan Account. The credits in a participant’s Plan Account will be paid out only as described in Sections 16, 17 and 18.

Sec. 15 Benefit on Separation from Service . Upon a Separation from Service, a participant shall be entitled to a benefit equal to the number of shares of Company common stock credited to the participant’s Plan Account, calculated as of the end of the calendar year immediately prior to the date benefits are distributed pursuant to Sections 16 or 17 (except as provided in subsection (c) of this Section 15), multiplied by the vested percentage determined under either Sec. 9.1, Sec. 9.2 or Sec. 9.3 of the 401(k) Plan that would be applicable to the participant at the time the Separation from Service occurs, disregarding, however, Sec. 9.2(a)(3) and (4) of the 401(k) Plan.

(a)

Any portion of the participant’s Plan Account that is not vested at the time the Separation from Service occurs shall be forfeited.

(b)

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if applicable) and the participant reasonably anticipate that, after that date, the participant will render no further services, or the participant’s level of bona fide services (either as an employee or independent contractor) will permanently decrease to a level that is 20% or less than the average level of the participant’s bona fide services (either as an employee or independent contractor) previously in effect for such participant over the immediately preceding 36-month period (or the participant’s entire period of service, if the participant has been providing services for less than 36 months).

The following presumptions shall also apply to all such determinations:

(1)

Transfers . A Separation from Service has not occurred upon the participant’s transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to another Affiliate.

(2)

(3)

(4)

Salary continuation leave . A Separation from Service has occurred on the first day of the Participant’s salary continuation leave taken under the Company’s salary continuation leave program.

(5)

Other leaves of absence . In the event that the participant is on a bona fide leave of absence, not otherwise described in this Section 15(b), from which he or she has not returned to employment with the Company or an Affiliate, the participant’s Separation from Service has occurred on the first day on which the participant’s leave of absence period exceeds six months or, if earlier, upon the participant’s termination of employment (provided that such termination of employment constitutes a Separation from Service in accordance with the last sentence of the first paragraph of this section).

(6)

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(c)

If a Participant has a Separation from Service and is later reemployed by a Participating Employer, the Participant will be entitled to a distribution of his or her Plan Account pursuant to Section 15 upon his or her Separation from Service notwithstanding the Participant’s reemployment. Any unvested amounts in the Participant’s Plan Account that were forfeited by the Participant pursuant to subsection (a) of this Section 15 upon his or her Separation from Service will be reinstated upon his or her reemployment, provided that the Participant would be entitled to reinstatement of any forfeited benefit under the 401(k) Plan at the time of such reemployment.

Sec. 16 Form and Time of Payment of Benefits Upon Separation from Service . Payment of Plan benefits to a participant upon the participant’s Separation from Service will be made according to the following provisions:

(a)

If the individual became a participant in this Plan on or after January 1, 2008, the entire vested benefit shall be paid in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year.

(b)

If the individual became a participant in this Plan prior to January 1, 2008 and is employed by a Participating Employer on January 1, 2008, he or she may file an irrevocable written election with the Plan Administrator on or before December 31, 2008 (which election shall be effective January 1, 2009) that his or her vested benefit shall be paid either (i) in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, or (ii) in the form of a specified number of annual installments, which shall be not less than 2 and not more than 10, with the first installment commencing as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year. If a participant subject to this subsection (b) fails to file such an election by December 31, 2008:

(1)

If the participant had filed an election under the provisions of the Plan in effect prior to 2008 designating the form of payment, the participant’s vested benefit shall be paid pursuant to that previous election as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year.

(2)

If no previous election had been filed by the participant, the vested benefit will be paid in a lump sum as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year.

(c)

Payment to the participant will be in the form of whole shares of common stock with cash for any fractional share, net of any required withholding taxes. If the participant is to receive payment in installments, the amount of each installment will be equal to the total amount of the participant’s vested Plan Account at the time the installment is to be paid divided by the number of installments remaining to be made, including the current

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installment, and the whole shares of Company common stock and cash for any fractional share to be distributed shall be deducted from the total amount of the participant’s vested Plan Account.

(d)

Notwithstanding anything in this Section 16 to the contrary,

(1)

For participants who incur a Separation from Service on or after January 1, 2008, if the total value of the participant’s vested Plan Account balance (together with all other vested account balances of the participant under any other deferred compensation plan of the Company or an Affiliate required to be aggregated with this Plan under Code section 409A) on the December 31 immediately following the participant’s Separation from Service (or if the participant’s Separation from Service occurs on December 31, as of that date) is less than the limit in effect under Code section 402(g) for the year in which the Separation from Service occurs, the participant shall receive a lump sum distribution of his or her entire vested Plan Account as soon as administratively feasible after the January 1 following the calendar year in which the participant’s Separation from Service occurs, but no later than the December 31 of that calendar year. For participants who incurred a Separation from Service prior to January 1, 2008 and who have not commenced distribution of their vested Plan Account balance prior to January 1, 2008, if the total value of the participant’s vested Plan Account balance (together with all other vested account balances of the participant under any other deferred compensation plan of the Company or an Affiliate required to be aggregated with this Plan under Code section 409A) on December 31, 2008 is less than the limit in effect under Code section 402(g) for the 2008 calendar year, the participant shall receive a lump sum distribution of his or her entire vested Plan Account as soon as administratively feasible after January 1, 2009, but no later than December 31, 2009.

(2)

If the Plan Administrator determines that the participant is a “Specified Employee” for purposes of Code section 409A, no lump sum or installment shall be paid to the participant prior to the date that is six months after the date the participant’s Separation from Service occurred. Any payment that would otherwise be made on an earlier date pursuant to the foregoing provisions of this Section 16 shall be delayed to the extent necessary to comply with the previous sentence.

(A)

For purposes of this Plan, a Specified Employee means:

(1)

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(2)

any participant who served as a member of the Company’s Management Committee at any time during the 12-month period ending on the specified employee identification date.

(B)

(C)

Notwithstanding paragraphs (A) and (B) of this subsection (d)(2), in the event of a corporate transaction to which the Company or an Affiliate is a party, the Plan Administrator may, in his or her discretion, establish a method for determining Specified Employees pursuant to Treasury Regulation Section 1.409A-1(i)(6).

(e)

If an individual who became a participant in this Plan prior to January 1, 2008 was not employed by a Participating Employer on that date, any benefit to which the individual is entitled under the Plan shall be paid pursuant to the terms of the Plan and any election made by the participant that were in effect on December 31, 2007, subject to the requirements of subsection (d)(2) if the individual’s Separation from Service occurred on or after January 1, 2005.

Sec. 17 Death Benefits . If a participant dies while employed, or dies after incurring a Separation from Service but before receiving his or her benefit under this Plan, the participant’s remaining vested Plan Account (determined as provided in Section 15) shall be paid in a lump sum to the participant’s Beneficiary determined under the 401(k) Plan as soon as administratively feasible after the January following the calendar year in which the participant dies, but no later than the December 31 of that calendar year. Payment to the Beneficiary will be in the form of whole shares of Company common stock with cash for any fractional share, net of any required withholding taxes.

Sec. 18 Adjustments Upon the Occurrence of Certain Business Transactions . If the Company shall merge or consolidate with another corporation and the Company is not the surviving corporation (a “Transaction”), and the consideration received by the holders of common stock of the Company in the Transaction consists only of common stock of another publicly owned corporation whose outstanding stock is listed on the New York Stock Exchange or quoted in the NASDAQ National Market System (“Publicly-Traded Stock”), each share of Company common stock credited to a participant’s Plan Account shall be converted to a credit for the number of shares of Publicly-Traded Stock which the holder of a share of Company common stock is entitled to receive in such Transaction and, beginning on and after the effective date of the Transaction, any future credits to Plan Accounts or payment of vested benefits payable in the form of shares of common stock shall be made in the form of shares of such Publicly-Traded Stock.

If the consideration received by the holders of common stock of the Company in a Transaction consists of any consideration other than Publicly-Traded Stock, each share of Company common stock credited to a participant’s Plan Account shall be restated as credits for cash in an amount equal to the number of shares of Company common stock credited to a participant’s Plan Account immediately prior to the effective date of the Transaction multiplied by the average of the high and low prices of a share of Company common stock on the New York Stock Exchange for each of the five trading days preceding the effective date of the Transaction. Such cash shall automatically be deemed to be invested in one or more investment accounts that conform to the investment fund options then provided by the 401(k) Plan, upon such terms and conditions as may be established by the Human Resources Committee of the Board of Directors.

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Sec. 19 Nonassignability . A participant’s Plan Account and the shares of Company common stock credited to a participant’s Plan Account are not assignable or transferable by a participant or Beneficiary nor shall any participant or Beneficiary have the power to anticipate, alienate, dispose of, pledge or encumber his or her Plan Account while the Plan Account is in the possession and control of the Company. The Plan Administrator shall not recognize any attachment, garnishment, execution of judgment or other legal process while the participant’s Plan Account is in the possession and control of the Company. The designation of a Beneficiary by a participant does not constitute a transfer.

Sec. 20 Unsecured Obligation . The obligations of the Company to make payments under this Plan constitute only the unsecured (but legally enforceable) promise of the Company to make such payments. The participant shall have no lien, prior claim or other security interest in any property of the Company. The Company is not required to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund is established, the property therein shall remain the sole and exclusive property of the Company. The Company will pay the cost of this Plan out of its general assets. All references to Account, Accounts, gains, losses, income, expenses, payments and the like are included merely for the purpose of measuring the Company’s obligation to participants in this Plan and shall not be construed to impose on the Company the obligation to create any separate fund for purposes of this Plan.

Sec. 21 Trust Fund . If the Company chooses to fund credits to participants’ Plan Accounts, all cash contributed for such funding shall be held and administered in trust in accordance with the terms and provisions of a trust agreement between the Company and the appointed trustee or any duly appointed successor trustee. All Company common stock or other funds in the trust shall be held on a commingled basis and shall be subject to the claims of general creditors of the Company. Plan Accounts shall be for bookkeeping purposes only, and the establishment of Plan Accounts shall not require segregation of trust assets.

Sec. 22 No Guarantee of Employment . Participation in this Plan does not constitute a guarantee or contract of employment with any Participating Employer. Such participation shall in no way interfere with any rights of a Participating Employer to determine the duration of a participant’s employment or the terms and conditions of such employment.

Sec. 23 Withholding of Taxes . The benefits payable under this Plan shall be subject to the deduction of the amount of any federal, state or local income taxes, Social Security tax, Medicare tax or other taxes required to be withheld from such payments by applicable laws and regulations. Any Social Security or Medicare tax which is required to be withheld based on credits to a participant’s Plan Account for a year may be withheld from other compensation payable to the participant by the Participating Employers for that year, or if no such withholding is possible, may be deducted from the amounts credited to the participant’s Plan Account.

Sec. 24 Administration . For purposes of Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, the Plan Administrator shall be the Company’s Executive Vice President of Human Resources. The Plan Administrator or its delegatee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. The Plan Administrator’s powers and duties shall include, but shall not be limited to, the following: (a) responsibility for the compilation and maintenance of all records necessary in connection with the Plan; (b) authorizing the payment of all benefits and expenses of the Plan as they become payable under the Plan; (c) authority to engage such legal, accounting and other professional services as it

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may deem necessary; (d) discretionary authority to interpret the terms of the Plan; (e) authority to adopt procedures for implementing the Plan, including policies for determining when a participant has a Separation from Service and for determining whether a participant is a Specified Employee; and (f) discretionary authority to determine participants’ eligibility for benefits under the Plan or the amount of such benefits; and to resolve all issues of fact and law in connection with such determinations.

Sec. 25 Claims Procedure . The Company shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant and shall afford a reasonable opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the Company of the decision denying the claim. If no such claims procedure has been established for this Plan, any claim shall be processed according to the claims procedure in effect under the 401(k) Plan.

Sec. 26 Construction and Applicable Law . This Plan is intended to be construed and administered as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan shall be construed and administered according to the laws of the State of Minnesota to the extent that such laws are not preempted by ERISA.

Sec. 27 Agent for Legal Process . The Plan Administrator shall be the agent for service of legal process with respect to any matter concerning the Plan, unless and until the Company designates some other person as such agent.

Sec. 28 Amendment and Termination . The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time terminate, suspend or amend this Plan in any manner; provided, that to the extent required by applicable law, rule or regulation, the stockholders of the Company must approve any amendment to (i) increase the number of shares of common stock to be credited under this Plan (except for adjustments by reason of stock dividends, stock splits, subdivision, consolidations, combinations, reclassifications or recapitalizations), or (ii) make other material revisions to this Plan. No such action shall deprive any participant of any benefits to which he or she would have been entitled under the Plan if the participant’s Separation from Service had occurred on the day prior to the date such action was taken, unless agreed to by the participant. Upon any termination of this Plan, all credits to Plan Accounts under Sections 7 and 8 shall cease but the Plan shall continue in effect for the purpose of distributing benefits that had accrued prior to the termination pursuant to the provisions hereof as if the termination had not occurred, unless the Company takes action in accordance with Code section 409A and the regulations thereunder to cause an earlier distribution of Plan benefits.

Notwithstanding any provision of this Plan to the contrary, in the event the maximum number of shares that can be credited to Plan Accounts under Section 12 is reached and, if required by applicable law, rule or regulation, the stockholders of the Company have not approved an amendment of this Plan increasing said maximum, all further credits under this Plan shall cease until such time as the stockholders of the Company give said required approval of such an amendment increasing the maximum allocation, unless otherwise determined by the Company’s Board of Directors.

Sec. 29 Savings Clause Relating to Compliance with Code Section 409A . To the extent any provision of this Plan does not satisfy the requirements of Code section 409A or any regulations or other guidance issued by the Treasury Department or the Internal Revenue Service under Code section 409A, such provision will be applied in a manner consistent with such requirements,

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regulations or guidance, notwithstanding any provision of the Plan to the contrary, and to the extent not prohibited by Code section 409A, the provisions of the Plan and the rights of participants and Beneficiaries hereunder shall be deemed to have been modified accordingly.

Sec. 30 Effective Date of the Plan . The effective date of this restated Plan is January 1, 2008. The Plan’s original effective date was July 1, 1988. The Plan was previously restated in its entirety effective January 1, 2004.

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