QuickLinks -- Click here to rapidly navigate through this document
LONG-TERM INCENTIVE COMPENSATION PLAN
(Includes Amendments Through 4/23/2002)
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.
The following terms, whenever used in this Plan, shall have the meanings set forth below:
"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.
"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.
"Board" means the Board of Directors of the Company.
"Committee" means a committee selected by the Board and consisting of two or more members of the
"Company" means Wells Fargo & Company, a Delaware corporation.
"Employee" means a regular salaried employee (including an officer or director who is also an employee)
of the Company or an Affiliate.
"Fair Market Value" as of any date means the immediately preceding trading day's New York Stock
Exchange-only closing price of a share of Stock.
"Incentive Stock Option" means any Option designated as su