WELLS FARGO & COMPANY
DIRECTORS FORMULA STOCK AWARD PLAN
(As amended effective January 1, 1999)
1. PURPOSE. The purpose of the Wells Fargo & Company Directors Formula Stock Award Plan (the "Plan") is
to provide compensation in the form of shares of the Company's common stock, $1 2/3 par value per share
("Common Stock"), to non-employee members of the Board of Directors (the "Board") of Wells Fargo &
Company (the "Company") in consideration for personal services rendered in their capacity as directors of the
Company. The Plan is intended to aid in attracting and retaining individuals of outstanding abilities and skills for
service on the Board.
2. ELIGIBILITY. Any person who was a non-employee director of the Company on the last day of a calendar
year preceding an Award Date (as defined below) shall be referred to hereinafter as an "Eligible Non-Employee
Director" and shall be awarded shares of Common Stock determined as set forth in Section 3.
3. FORMULA AWARD. In consideration for past services rendered, on February 1 of each year beginning
February 1, 1997 (the "Award Date"), each Eligible Non-Employee Director shall be awarded that number of
shares of Common Stock having an aggregate fair market value on the Award Date equal to one-twelfth of the
annual cash retainer established by the Board and in effect as of the immediately preceding January 1, for each
month or portion of a month during which he or she served as a non-employee director of the Company, rounded
up to the next whole share (an "Award").
The fair market value shall be determined using the closing price of a share of Common Stock as reported on the
consolidated tape of the New York Stock Exchange.
4. DEFERRAL OF AWARDS. An Eligible Non-Employee Director may elect to defer under the terms of the
1999 Deferral Plan for Directors, in the form of shares of Common Stock, all or a portion of the Award for his or
her service as a director for the calendar year (the "Deferral Year") following the year in which the deferral