EXHIBIT 10(c)
NORWEST CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended and restated effective September 28, 1999)
1. PURPOSE
The purpose of the Norwest Corporation Deferred Compensation Plan for Non-Employee Directors (the "Plan")
is to provide an opportunity for non-employee members of the Board of Directors of the former Norwest
Corporation, now known as "Wells Fargo & Company" (the "Corporation"), to defer cash compensation which
they received for personal services rendered in their capacity as directors of the Corporation and to receive a
return on such amounts, at their election, based on either the interest equivalent on three-month U. S. Treasury
Bills or an investment in the common stock of the Corporation with all dividends reinvested . The Plan is intended
to maximize the effectiveness and flexibility of these directors' compensation arrangements, and to aid in attracting
and retaining individuals of outstanding abilities and skills for service on the Corporation's Board of Directors (the
"Board").
2. EFFECTIVE DATE
The effective date of the Plan is September 1, 1987, and the effective date after which a director may have
deferred compensation credited to his or her Phantom Stock Account or Deferred Cash Account, as defined
below, is November 24, 1987. No compensation earned after December 31, 1998, may be deferred pursuant to
the Plan.
3. ADMINISTRATION
As used herein, the term "Administrator" shall refer to the Corporation's Senior Vice President - Compensation
and Benefits prior to September 28, 1999, and the Corporation's Director of Human Resources on and after
such date. The Administrator shall have the authority to adopt rules for carrying out the Plan and to interpret and
implement the provisions of the Plan. The determinations of the Administrator shall be conclusive and binding on
all participants.
4. ELIGIBILITY
Any person who was a member of the Board but was not an officer or employee of the Corporation or of a
subsidiary of