WELLS FARGO & COMPANY
1999 DIRECTORS FORMULA STOCK AWARD PLAN
(Effective April 27, 1999)
l. PURPOSE. The purpose of the Wells Fargo & Company 1999 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 replaces the Wells Fargo & Company Directors Formula Stock Award Plan to provide
compensation for non-employee directors' services rendered on or after January 1, 1999. The Plan is intended to
aid in attracting and retaining individuals of outstanding abilities and skills for service on the Board.
2. FORMULA AWARD. In consideration for past services rendered, commencing with the annual meeting of
stockholders in 1999, each non-employee director of the Company shall, as of the date indicated but subject to
the terms stated below, automatically receive that number of shares of Common Stock having the aggregate fair
market value hereinafter stated, rounded up to the next whole share.
a. CONDITION TO ALL AWARDS. To be eligible to receive each award provided below, a non-employee
director shall have attended at least one Board meeting as a non-employee director on or prior to the date as of
which such award is payable. A non-employee director who does not meet this condition shall be eligible to
receive the award provided as of the next succeeding date such awards are payable.
b. ELECTION AT ANNUAL MEETING. A non-employee director who has served as a director of the
Company for at least the entire month of April in each year and is elected to the Board by the stockholders of the
Company at the annual meeting held in such month shall receive as of the date of the meeting Common Stock
with an aggregate fair market value of $32,000 as of such date.
c. AFTER ANNUAL MEETING T