RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS OF
THE FORMER NORWEST CORPORATION
(AS AMENDED AND RESTATED AS OF NOVEMBER 2, 1998)
The purpose of the Retirement Plan for Non-Employee Directors of the former Norwest Corporation (the "Plan")
is to provide unfunded retirement benefits for certain non-employee members of the Board of Directors of the
former Norwest Corporation (the "Corporation") in consideration for personal services rendered in their capacity
as members of the Board of Directors (the "Board") of the Corporation through November 2, 1998. The
Corporation changed its name to "Wells Fargo & Company" (the "Company") effective November 2, 1998.
2. EFFECTIVE DATE:
The effective date of the Plan shall be January 1, 1988, as amended and restated as of November 2, l998.
The Plan shall be administered by the Company's Vice President-Compensation and Benefits (the
"Administrator"), who shall have the authority to adopt rules for carrying out the Plan and to interpret and
implement the provisions of the Plan and whose determinations shall be conclusive and binding on all participants.
Any person who served as a member of the Board who was not an officer or employee of the Corporation or of
a subsidiary of the Corporation ("Non-Employee Director") shall be eligible to participate in the Plan. Any Non-
Employee Director shall be a Plan participant as of the later of the date on which he or she has completed five full
years of service as a Non-Employee Director of the Board or January 1, 1988; provided, however, that any
Non-Employee Director who remained a Non-Employee Director of the Company on and after November 2,
1998 (a "Continuing Director") shall be eligible to participate in the Plan without regard to the length of their
service on the Board. The years of service need not be consecutive for purposes of becoming a Plan participant.
Prior years of service as a Non-
Employee Director of a subsidiary of the Corporation will be include