WELLS FARGO & COMPANY
PERFORMANCE-BASED COMPENSATION POLICY
1. PURPOSE. The purpose of the "Wells Fargo & Company Performance-Based Compensation Policy " (the
"Policy") is to establish one or more performance goals for payment of incentive compensation other than stock
options and the maximum amount of such incentive compensation that may be paid to certain executive officers. It
is the intention of the Section 162(m) Committee (the "Committee") of the Board of Directors of the Corporation
that incentive compensation awarded to each Covered Executive Officer (as defined below) be deductible by the
Corporation for federal income tax purposes in accordance with Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), any regulations promulgated thereunder, and ruling or advisory opinions
published by the Internal Revenue Service related thereto (the "Regulations").
2. COVERED EXECUTIVE OFFICERS. This Policy shall apply to any individual (a "Covered Executive
Officer") who, on the last day of a taxable year is (a) the chief executive officer of the Corporation or is acting in
such capacity, or (b) is among the four highest compensated executive officers (other than the chief executive
officer) of the Corporation. Whether an individual is the chief executive officer or among the four highest
compensated executive officers shall be determined pursuant to the executive compensation disclosure rules
under the Securities Exchange Act of 1934.
3. INCENTIVE COMPENSATION AWARD/ESTABLISHMENT OF PERFORMANCE GOALS. An
incentive compensation award to a Covered Executive Officer may be paid in the form of cash, stock, or
restricted stock, or any combination thereof. Payment of an incentive compensation award to a Covered
Executive Officer will be contingent upon the attainment of the performance goal or goals for the Performance
Period established for such Covered Executive Officer by the Committee as provided herein. The Committee
shall retain the discretion to reduce the incentive