WELLS FARGO & COMPANY
DEFERRED COMPENSATION PLAN
(As Amended and Restated January 1, 2000)
1. PURPOSE OF THE PLAN. On July 27, 1993, the Board of Directors of Norwest Corporation, a Delaware
corporation now known as "Wells Fargo & Company" (the "Company"), authorized the creation of a
nonqualified, unfunded, elective deferral plan known as the "Norwest Corporation Employees' Deferred
Compensation Plan" (the "Plan") for the purpose of allowing a select group of management and highly
compensated employees of the Company and its subsidiaries to defer the receipt of compensation which would
otherwise be paid to those employees. Effective July 1, 1999, the name of the Plan was changed to the "Wells
Fargo & Company Deferred Compensation Plan." The Company reserved the power to amend and terminate
the Plan by action of the Human Resources Committee of the Company's Board of Directors. The Human
Resources Committee desires to exercise that reserved power of amendment by the adoption of this amended
and restated Plan document effective January 1, 2000.
2. DEFINITIONS. When the following terms are used herein with initial capital letters, they shall have the
(A) CD OPTION. An earnings option based on Norwest Bank Minnesota, N.A. one-year certificate of deposits
as determined from time to time by the Plan Administrator.
(B) COMMON STOCK. Shares of Wells Fargo & Company common stock.
(C) COMMON STOCK EARNINGS OPTION. An earnings option based on shares of Common Stock.
(D) COMPENSATION. Salaries, bonuses and commissions earned by the Eligible Employee during the
Deferral Year for services rendered to the Company or the Company's subsidiaries and payable no later than
March 31 of the following Deferral Year.
(E) DEFERRAL ACCOUNT. A bookkeeping account maintained for each Participant to which is credited the
amounts deferred under a Deferral Election and a Stock Option Gain Deferral Election, together with any
increase or decrease thereon based on the earnings options selecte