LONG-TERM INCENTIVE COMPENSATION PLAN
(As amended effective November 23, 1999)
1. PURPOSE. The purpose of Wells Fargo & Company's Long-Term Incentive Compensation Plan (the "Plan")
is to motivate key employees 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 talented executives for key positions by providing an attractive capital accumulation opportunity.
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, Stock Options, Performance Units, Stock Appreciation Rights, or Stock.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee selected by the Board and consisting of two or more members of the Board.
(e) "Company" means Wells Fargo & Company, a Delaware corporation.
(f) "Employee" means a regular salaried employee (including an officer or director who is also an employee) of
the Company or an Affiliate.
(g) "Fair Market Value" as of any date means the immediately preceding trading day's closing price of a share of
Stock as reported by the consolidated tape of the New York Stock Exchange.
(h) "Incentive Stock Option" means any Option designated as such and granted in accordance with the
Section 422A of the Internal Revenue Code of 1986, as amende