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                      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.    DEFINITIONS.

        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.

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                  (h) "Incentive Stock Option" means any Option designated as
                      such and granted in accordance with the requirements of
                      Section 422A of the Internal Revenue Code of 1986, as
                      amended.

                  (i) "Non-Qualified Stock Option" means an Option other than an
                      Incentive Stock Option.

                  (j) "Option" means a right to purchase Stock.

                  (k) "Participant" means a person designated by the Committee
                      to receive an Award under the Plan who is an Employee at
                      the time of such designation.

                  (l) "Performance Cycle" means the period of time of not fewer
                      than two years nor more than five years as specified by
                      the Committee over which Performance Shares or Performance
                      Units are to be earned.

                  (m) "Performance Shares" means an Award made pursuant to
                      Section 6 which entitles a Participant to receive Shares,
                      their cash equivalent or a combination thereof based on
                      the achievement of performance targets during a
                      Performance Cycle.

                  (n) "Performance Units" means an Award made pursuant to
                      Section 6 which entitles a Participant to receive cash,
                      Stock or a combination thereof based on the achievement of
                      performance targets during a Performance Cycle.

                  (o) "Plan" means this Long-Term Incentive Compensation Plan,
                      as amended from time to time.

                  (p) "Restricted Share Right" means a grant under Section 9 of
                      the right to receive a Share subject to vesting and such
                      other restrictions imposed pursuant to said Section,
                      together with dividend equivalents with respect to such
                      Share if and as so determined by the Committee.

                  (q) "Restricted Stock" means Stock granted under Section 7
                      that is subject to restrictions imposed pursuant to said
                      Section.

                  (r) For all Awards outstanding on November 2, 1998,
                      "Retirement" means retirement which would entitle a
                      Participant to a benefit under Section 6.1 or Section 6.2
                      of the Norwest Corporation Pension Plan or under Section
                      4.1 or Section 4.2 of the Norwest Financial Pension Plan
                      if such plans had remained in effect under their terms as
                      of November 2, 1998. For all Awards granted subsequent to
                      November 2, 1998, "Retirement" means termination of
                      employment after

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                      reaching the earlier of (i) age 55 with 10 completed
                      years of service, or (ii) 80 points (with one point
                      credited for each completed age year and one point
                      credited for each completed year of service), or (iii)
                      age 65. For purposes of this definition, a Participant
                      is credited with one year of service after completion
                      of each full 12-month period of employment with the
                      Company or an Affiliate as determined by the Company or
                      Affiliate.

                  (s) "Share" means a share of Stock.

                  (t) "Stock" means the common stock, $1-2/3 par value per
                      share, of the Company.

                  (u) "Stock Appreciation Right" means the right to receive a
                      payment in cash or in Stock or a combination thereof in an
                      amount equal to the excess of the Fair Market Value of the
                      Stock at the time of exercise over the Fair Market Value
                      of the Stock at the time of grant.

                  (v) "Successor" means the legal representative of the estate
                      of a deceased Participant or the person or persons who may
                      acquire the right to exercise an Option or to receive
                      Shares issuable in satisfaction of an Award, by bequest or
                      inheritance.

                  (w) "Term" means the period during which an Option or Stock
                      Appreciation Right may be exercised or the period during
                      which the restrictions placed on a Restricted Share Right
                      or Restricted Stock are in effect.

        2.2       GENDER AND NUMBER. Except when otherwise indicated by context,
                  reference to the masculine gender shall include, when used,
                  the feminine gender and any term used in the singular shall
                  also include the plural.

3.      ADMINISTRATION. The Plan shall be administered by the Committee. Subject
        to the provisions of the Plan, the Committee shall have exclusive power
        to determine when and to whom Awards will be granted, the form of each
        Award, the amount of each Award, and any other terms or conditions of
        each Award. The Committee's interpretation of the Plan and of any Awards
        made under the Plan shall be final and binding on all persons with an
        interest therein. The Committee shall have the authority, subject to the
        provisions of the Plan, to establish, adopt and revise rules and
        regulations relating to the Plan as it may deem necessary or advisable
        for the administration of the Plan.

4.       SHARES AVAILABLE UNDER THE PLAN; LIMITATION ON AWARDS. The maximum
         number of Shares that may be issued under this Plan on and after April
         27, 1999 (in addition to Shares which prior to April 27, 1999 were
         subject to Awards)

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         shall not exceed the sum of (i) the number of Shares available for,
         but not yet subject to, an Award as of April 27, 1999, plus (ii)
         40,000,000 Shares. These Shares may consist, in whole or in part, of
         authorized but unissued Stock or treasury Stock not reserved for any
         other purpose. Any Shares subject to the terms and conditions of an
         Award under this Plan which are forfeited or not issued because the
         terms and conditions of the Award are not met or for which payment
         is not made in Stock and any Shares which are used for full or
         partial payment of the purchase price of Shares with respect to
         which an Option is exercised may again be used for an Award under
         the Plan. No Employee may be awarded in any calendar year Options or
         Stock Appreciation Rights covering an aggregate of more than
         7,000,000 Shares. On and after the date referred to in clause (i)
         above, no more than five percent of the sum of the numbers of Shares
         described in clauses (i) and (ii) above shall be issued pursuant to
         Awards of unrestricted Stock not granted in lieu of salary, cash
         bonus or other cash compensation, Awards of Performance Shares or
         Performance Units earned over a Performance Cycle of less than three
         years, and Awards of Restricted Stock or Restricted Share Rights
         having Terms of less than three years at the time of grant.

5.      PARTICIPATION. Participation in the Plan shall be limited to key
        Employees of the Company or an Affiliate selected by the Committee.
        Participation is entirely at the discretion of the Committee, and is not
        automatically continued after an initial period of participation.

6.      PERFORMANCE SHARES AND PERFORMANCE UNITS. An Award of Performance Shares
        or Performance Units under the Plan shall entitle the Participant to
        future payments or Shares or a combination thereof based upon the
        achievement of pre-established performance targets.

        6.1       AMOUNT OF AWARD. The Committee shall establish a maximum
                  amount of a Participant's Award, which amount shall be
                  denominated in Shares in the case of Performance Shares or in
                  dollars in the case of Performance Units.

        6.2       COMMUNICATION OF AWARD. Written notice of the maximum amount
                  of a Participant's Award and the Performance Cycle determined
                  by the Committee shall be given to a Participant as soon as
                  practicable after approval of the Award by the Committee.

        6.3       AMOUNT OF AWARD PAYABLE. The Committee shall establish maximum
                  and minimum performance targets to be achieved during the
                  applicable Performance Cycle. Performance targets established
                  by the Committee shall relate to corporate, group, unit or
                  individual performance and may be established in terms of
                  earnings, growth in earnings, ratios of earnings to equity or
                  assets, or such other measures or standards

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                  determined by the Committee. Multiple performance targets
                  may be used and the components of multiple performance
                  targets may be given the same or different weighting in
                  determining the amount of an Award earned, and may relate
                  to absolute performance or relative performance measured
                  against other groups, units, individuals or entities.
                  Achievement of the maximum performance target shall entitle
                  the Participant to payment (subject to Section 6.5) at the
                  full or maximum amount specified with respect to the Award;
                  provided, however, that notwithstanding any other
                  provisions of this Plan, in the case of an Award of
                  Performance Shares the Committee in its discretion may
                  establish an upper limit on the amount payable (whether in
                  cash or Stock) as a result of the achievement of the
                  maximum performance target. The Committee may also
                  establish that a portion of a full or maximum amount of a
                  Participant's Award will be paid (subject to Section 6.5)
                  for performance which exceeds the minimum performance
                  target but falls below the maximum performance target
                  applicable to such Award.

        6.4       ADJUSTMENTS. At any time prior to payment of a Performance
                  Share or Performance Unit Award, the Committee may adjust
                  previously established performance targets or other terms and
                  conditions to reflect events such as changes in law,
                  regulation, or accounting practice, or mergers, acquisitions
                  or divestitures.

        6.5       PAYMENT OF AWARDS. Following the conclusion of each
                  Performance Cycle, the Committee shall determine the extent to
                  which performance targets have been attained, and the
                  satisfaction of any other terms and conditions with respect to
                  an Award relating to such Performance Cycle. The Committee
                  shall determine what, if any, payment is due with respect to
                  an Award and whether such payment shall be made in cash, Stock
                  or some combination. Payment shall be made in a lump sum or
                  installments, as determined by the Committee, commencing as
                  promptly as practicable following the end of the applicable
                  Performance Cycle, subject to such terms and conditions and in
                  such form as may be prescribed by the Committee. Payment in
                  Stock may be in Restricted Stock or Restricted Share Rights.

        6.6       TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
                  Employee before the end of a Performance Cycle by reason of
                  his death, permanent disability or Retirement, the Performance
                  Cycle for such Participant for the purpose of determining the
                  amount of Award payable shall end at the end of the calendar
                  quarter immediately preceding the date on which such
                  Participant ceased to be an Employee. The amount of an Award
                  payable to a Participant to whom the preceding sentence is
                  applicable shall be paid at the end of the Performance Cycle
                  and shall be that

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                  fraction of the Award computed pursuant to the preceding
                  sentence the numerator of which is the number of calendar
                  quarters during the Performance Cycle during all of which
                  said Participant was an Employee and the denominator of
                  which is the number of full calendar quarters in the
                  Performance Cycle. Upon any other termination of employment
                  of a Participant during a Performance Cycle, participation
                  in the Plan shall cease and all outstanding Awards of
                  Performance Shares or Performance Units to such Participant
                  shall be cancelled.

7.      RESTRICTED STOCK AWARDS. An Award of Restricted Stock under the Plan
        shall consist of Shares subject to restrictions on transfer, conditions
        of forfeiture, and such other terms and conditions as the Committee
        shall determine.

        7.1       AWARD TERMS. An Award of Restricted Stock shall be subject to
                  such terms, conditions and restrictions as the Committee shall
                  determine, subject to the provisions of this Plan, including
                  the following:

                  (a) RESTRICTIONS. A statement of the terms, conditions, and
                      restrictions to which the Restricted Stock awarded is
                      subject, including, without limitation, terms requiring
                      forfeiture and imposing restriction on transfer for such
                      Term or Terms as shall be determined by the Committee
                      subject to the provisions of this Plan. The Committee
                      shall have the authority to permit in its discretion an
                      acceleration of the expiration of the applicable Term with
                      respect to any part or all of the Restricted Stock awarded
                      to a Participant in connection with severance arrangements
                      or changes in law, regulation or accounting practice.

                  (b) LAPSE OF RESTRICTIONS. A statement of the terms and any
                      other conditions upon which any restrictions upon
                      Restricted Stock awarded shall lapse, as determined by the
                      Committee subject to the provisions of this Plan. Upon the
                      lapse of the restrictions, Shares free of restrictive
                      legend, if any, shall be issued to the Participant or his
                      Successor.

        7.2       TERM. Subject to acceleration of the expiration of the Term as
                  provided in or permitted by this Plan, the minimum Term for
                  Restricted Stock shall be three years unless the lapse of
                  restrictions is conditioned on the achievement of one or more
                  pre-established performance targets, in which case the minimum
                  Term shall be not less than one year, or the Restricted Stock
                  is granted in lieu of salary, cash bonus or other cash
                  compensation, in which case there may be no minimum Term.

        7.3       NONTRANSFERABILITY. Restricted Stock awarded, and the right to
                  vote such Restricted Stock and to receive dividends thereon,
                  may not be sold,

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                  assigned, transferred, exchanged, pledged, or otherwise
                  encumbered, during the Term applicable to the Award. A
                  Participant with a Restricted Stock Award shall have all
                  the other rights of a stockholder including, but not
                  limited to, the right to receive dividends and the right to
                  vote the Shares.

        7.4       TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
                  Employee prior to the lapse of restrictions by reason of his
                  death, permanent disability or Retirement, all restrictions on
                  Shares of Restricted Stock held for his benefit shall
                  immediately lapse. Upon any other termination of employment
                  prior to the lapse of restrictions, participation in the Plan
                  shall cease and all Shares of Restricted Stock held for the
                  benefit of a Participant shall be forfeited by the
                  Participant.

        7.5       CERTIFICATES. Each certificate issued in respect to an Award
                  of Restricted Stock shall be deposited with the Company or its
                  designee and may, at the election of the Committee, bear the
                  following legend:

                      "This certificate and the shares of stock represented
                      hereby are subject to the terms and conditions (including
                      forfeiture provisions and restrictions against transfer)
                      contained in the Long-Term Incentive Compensation Plan and
                      the Restricted Stock Award. Release from such terms and
                      conditions shall obtain only in accordance with the
                      provisions of the Plan and the Award, a copy of each of
                      which is on file in the office of the Secretary of Wells
                      Fargo & Company."

8.      STOCK AWARDS. Awards of Stock without restrictions may be made according
        to terms and conditions established by the Committee.

9.      RESTRICTED SHARE RIGHTS. An Award of Restricted Share Rights shall be
        subject to such terms, conditions and restrictions as the Committee
        shall determine, subject to the provisions of this Plan, including the
        following:

        9.1       NUMBER AND DIVIDEND EQUIVALENTS. The number of Restricted
                  Share Rights subject to the Award and whether the Award
                  includes dividend equivalents. If the Award includes dividend
                  equivalents, an amount equal to the dividends that would have
                  been paid if the Restricted Share Rights had been issued and
                  outstanding Shares as of the record date for the dividends
                  shall be paid to the Participant in cash subject to applicable
                  withholding taxes.

        9.2       RESTRICTIONS. The terms, conditions and restrictions to which
                  the Award is subject, including, without limitation, terms
                  requiring forfeiture and imposing restriction on transfer for
                  such Term or Terms as shall be

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                  determined by the Committee subject to the provisions of
                  this Plan. The Committee shall have the authority to permit
                  in its discretion an acceleration of the expiration of the
                  applicable Term with respect to any part or all of the
                  Restricted Share Rights awarded to a Participant in
                  connection with severance arrangements or changes in law,
                  regulation or accounting practice.

        9.3       TERM. Subject to acceleration of the expiration of the Term as
                  provided in or permitted by this Plan, the minimum Term for
                  Restricted Share Rights shall be three years unless the lapse
                  of restrictions is conditioned on the achievement of one or
                  more pre-established performance targets, in which case the
                  minimum Term shall be not less than one year, or the
                  Restricted Share Rights are granted in lieu of salary, cash
                  bonus or other cash compensation, in which case there may be
                  no minimum Term.

        9.4       LAPSE OF RESTRICTIONS; VESTING. Upon the lapse of the
                  restrictions, the Restricted Share Rights shall vest and
                  Shares shall be issued to the Participant in accordance with
                  the terms of the Award as determined by the Committee. Shares
                  subject to Restricted Share Rights shall have no voting rights
                  until issued.

        9.5       NONTRANSFERABILITY. Restricted Share Rights, including, if
                  applicable, the right to receive dividend equivalents thereon,
                  may not be sold, assigned, transferred, exchanged, pledged or
                  otherwise encumbered during the Term applicable to the Award.
                  The Participant may, by completing and signing a written
                  beneficiary designation form which is delivered to and
                  accepted by the Company, designate a beneficiary to receive
                  payment of any outstanding Restricted Share Rights upon the
                  Participant's death. If at the time of the Participant's death
                  there is not on file a fully effective beneficiary designation
                  form, or if the designated beneficiary did not survive the
                  Participant, the legal representative of the Participant's
                  estate shall have the right to receive payment.

        9.6       TERMINATION OF EMPLOYMENT.

                  (a) DUE TO DEATH, DISABILITY, OR RETIREMENT. If a Participant
                      ceases to be an Employee by reason of the Participant's
                      death, permanent disability or Retirement, all
                      restrictions on the Restricted Share Rights of the
                      Participant shall lapse in accordance with the terms of
                      the Award as determined by the Committee.

                  (b) DUE TO REASONS OTHER THAN DEATH, DISABILITY, OR
                      RETIREMENT. If a Participant ceases to be an Employee for
                      any reason other than death, permanent disability or
                      Retirement, all Restricted Share Rights of the Participant
                      and all rights to receive dividend equivalents thereon

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                      shall immediately terminate without notice of any kind and
                      shall be forfeited by the Participant.

10.     STOCK OPTIONS.

        10.1      AWARD TERMS. An Award of an Option shall be subject to such
                  terms, conditions and restrictions as the Committee shall
                  determine, subject to the provisions of this Plan, including
                  the following:

                  (a) TYPE OF OPTION; NUMBER OF SHARES. A statement identifying
                      the Option represented thereby as an Incentive Stock
                      Option or Non-Qualified Stock Option, as the case may be,
                      and the number of Shares to which the Option applies.

                  (b) OPTION PRICE. A statement of the purchase price of the
                      Stock subject to Option which shall not be less than the
                      Fair Market Value, and in any event not less than the par
                      value, of the Stock on the date the Option is granted.

                  (c) EXERCISE TERM. A statement of the Term of each Option
                      granted as established by the Committee, provided that no
                      Option shall be exercisable after ten years from the date
                      of grant. The Committee shall have the authority to permit
                      an acceleration of previously established Terms, at its
                      discretion.

                  (d) PAYMENT FOR SHARES. A statement that the purchase price of
                      the Shares with respect to which an Option is exercised
                      shall be payable at the time of exercise in accordance
                      with procedures established by the Company. The purchase
                      price may be payable in cash, in Stock having a Fair
                      Market Value on the date the Option is exercised equal to
                      the Option price of the Stock being purchased pursuant to
                      the Option, or a combination thereof, as the Committee
                      shall determine. The Committee may, either at the time the
                      Option is granted or any time before it is exercised,
                      subject to such limitations as the Committee may
                      determine, authorize payment of the purchase price of the
                      Option by delivery to the Company of irrevocable
                      instructions to a broker, or some other communication
                      acceptable to the Company, requiring prompt delivery to
                      the Company of the amount of sale proceeds to pay the
                      Option purchase price and all applicable withholding taxes
                      resulting from such exercise.

                  (e) NONTRANSFERABILITY. An Option is not transferable other
                      than by will, the laws of descent and distribution or by
                      the Participant designating a beneficiary in accordance
                      with this Section 10.1(e). During the lifetime of the
                      Participant, Options may be exercised only by the

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                      Participant or by the Participant's legal representative.
                      The Participant may, by completing and signing a written
                      beneficiary designation form which is delivered to and
                      accepted by the Company, designate a beneficiary to
                      exercise and receive any outstanding Options (and all
                      outstanding Stock Appreciation Rights granted in
                      conjunction with Options) upon the Participant's death. If
                      at the time of the Participant's death there is not on
                      file a fully effective beneficiary designation form, or if
                      the designated beneficiary did not survive the
                      Participant, the legal representative of the Participant's
                      estate shall have the right to exercise the Option.

                  (f) INCENTIVE STOCK OPTIONS. In the case of an Incentive Stock
                      Option, each Option shall be subject to any terms,
                      conditions and provisions as the Committee determines
                      necessary or desirable in order to qualify the Option as
                      an Incentive Stock Option (within the meaning of Section
                      422A of the Internal Revenue Code of 1986, or any
                      amendment or regulation pertaining to it) or any other law
                      or regulation providing special tax treatment for stock
                      options and related stock. Provided, however, that the
                      aggregate Fair Market Value (as determined at the
                      effective date of the grant) of the Stock with respect to
                      which Incentive Stock Options are exercisable for the
                      first time by the Participant during any calendar year
                      shall not exceed $100,000.

         10.2     TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
                  RETIREMENT.

                  (a) If a Participant ceases to be an Employee by reason of his
                      death, permanent disability or Retirement, each
                      outstanding Option shall become exercisable to the extent
                      and for such period or periods determined by the Committee
                      but not beyond the expiration date of said Option. If a
                      Participant dies before exercising all outstanding
                      Options, the outstanding Options shall be exercisable by
                      the Participant's beneficiary determined in accordance
                      with Section 10.1(e).

                  (b) If a Participant ceases to be an Employee by reason of his
                      death, permanent disability or Retirement, each
                      outstanding Stock Appreciation Right granted in
                      conjunction with an Option shall become exercisable to the
                      extent and for such period or periods determined by the
                      Committee but not beyond the expiration date of said Stock
                      Appreciation Right. If a Participant dies before
                      exercising all outstanding Stock Appreciation Rights
                      granted in conjunction with Options, said outstanding
                      Stock Appreciation Rights shall be exercisable by the
                      Participant's beneficiary determined in accordance with
                      Section 10.1(e).

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        10.3      TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
                  DISABILITY, OR RETIREMENT. Except as otherwise determined by
                  the Committee, in the event a Participant ceases to be an
                  Employee for any reason other than his death, permanent
                  disability or Retirement, all rights of the Participant under
                  this Plan shall immediately terminate without notice of any
                  kind.

11.     STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right shall
        entitle the Participant, subject to terms and conditions determined by
        the Committee, to receive upon exercise of the right all or a portion of
        the excess of (i) the Fair Market Value of a specified number of Shares
        at the time of exercise over (ii) a specified price which shall not be
        less than 100% of the Fair Market Value of the Shares at the time of
        grant. Stock Appreciation Rights may be granted in connection with a
        previously or contemporaneously granted Option, or independent of any
        Option. If issued in connection with an Option, the Committee may impose
        a condition that exercise of a Stock Appreciation Right cancels the
        Option with which it is connected. A Stock Appreciation Right may not be
        exercised at any time when the Fair Market Value of the Shares of Stock
        to which it relates does not exceed the exercise price of the Option
        associated with those Shares.

        11.1      TERM. An Award of a Stock Appreciation Right shall include a
                  statement of the Term within which the Stock Appreciation
                  Right may be exercised subject to terms and conditions
                  prescribed by the Committee, provided that no Stock
                  Appreciation Right shall be exercisable after ten years from
                  the date of grant. The Committee shall have the authority to
                  permit an acceleration of previously established exercise
                  Terms.

         11.2     TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
                  RETIREMENT. If a Participant ceases to be an Employee by
                  reason of his death, permanent disability or Retirement, each
                  Stock Appreciation Right then outstanding which was granted
                  independent of any Option shall become exercisable to the
                  extent and for such period or periods determined by the
                  Committee but not beyond the expiration date of said Stock
                  Appreciation Right.

        11.3      TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
                  DISABILITY, OR RETIREMENT. Except as otherwise determined by
                  the Committee, in the event a Participant ceases to be an
                  Employee for any reason other than his death, permanent
                  disability or Retirement, all rights of the Participant under
                  this Plan shall immediately terminate without notice of any
                  kind.

        11.4      PAYMENT. Upon exercise of a Stock Appreciation Right, payment
                  shall be made in the form of cash or Stock or some combination
                  thereof as

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                  determined by the Committee. However, notwithstanding any
                  other provisions of this Plan, in no event may the payment
                  (whether in cash or Stock) upon exercise of a Stock
                  Appreciation Right exceed an amount equal to 100% of the
                  Fair Market Value of the Shares at the time of grant.

12.     NONTRANSFERABILITY OF RIGHTS. Except as otherwise set forth in this
        Plan, no rights under any Award will be transferable other than by will
        or the laws of descent and distribution, and the rights and the benefits
        of any Award may be exercised and received during the lifetime of the
        Participant only by the Participant or by the Participant's legal
        representative.

13.     TERMINATION OF EMPLOYMENT.

        13.1      Transfers of employment between the Company and an Affiliate,
                  or between Affiliates, will not constitute termination of
                  employment for purposes of any Award.

        13.2      The Committee may specify whether any authorized leave of
                  absence or absence for military or government service or for
                  any other reasons will constitute a termination of employment
                  for purposes of the Award and the Plan.

14.     REORGANIZATION. If substantially all of the assets of the Company are
        acquired by another corporation or in case of a reorganization of the
        Company involving the acquisition of the Company by another entity, then
        as to each Participant who is an Employee immediately prior to the
        consummation of the transaction:

        (a)       All outstanding Options and Stock Appreciation Rights shall
                  become exercisable immediately prior to the consummation of
                  the transaction.

        (b)       All restrictions with respect to Restricted Stock and
                  Restricted Share Rights shall lapse immediately prior to the
                  consummation of the transaction, and Shares free of
                  restrictive legend shall be delivered to the Participant.

        (c)       All Performance Cycles for the purpose of determining the
                  amounts of Awards of Performance Shares and Performance Units
                  payable shall end at the end of the calendar quarter
                  immediately preceding the consummation of the transaction. The
                  amount of an Award payable shall be that fraction of the Award
                  computed pursuant to the preceding sentence the numerator of
                  which is the number of calendar quarters completed in the
                  Performance Cycle through the end of the calendar quarter
                  immediately preceding the consummation of the transaction and
                  the denominator of which is the number of full calendar
                  quarters in the

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                  Performance Cycle. The amount of an Award payable shall be
                  paid within sixty days after consummation of the
                  transaction.

        The Committee shall take such action as in their discretion may be
        necessary or advisable to carry out the provisions of this Section.

15.     BOARD CHANGES. On the date that a majority of the Board shall be persons
        other than persons (a) for whose election proxies shall have been
        solicited by the Board or (b) who are then serving as directors
        appointed by the Board to fill vacancies on the Board caused by death or
        resignation (but not by removal) or to fill newly-created directorships,
        then as to any Participant who is an Employee immediately prior to said
        date and who ceases to be an Employee within six months after said date
        for any reason other than as a result of death, permanent disability or
        Retirement:

        (i)       All outstanding Options and Stock Appreciation Rights shall
                  become immediately exercisable and may be exercised at any
                  time within six months after the Participant ceases to be an
                  Employee.

        (ii)      All restrictions with respect to Restricted Stock and
                  Restricted Share Rights shall lapse and Shares free of
                  restrictive legend shall be delivered to the Participant.

        (iii)     All Performance Cycles for the purpose of determining the
                  amounts of Awards of Performance Shares and Performance Units
                  payable shall end at the end of the calendar quarter
                  immediately preceding the date on which said Participant
                  ceased to be an Employee. The amount of an Award payable to
                  said Participant shall be that fraction of the Award computed
                  pursuant to the preceding sentence the numerator of which is
                  the number of calendar quarters during the Performance Cycle
                  during all of which said Participant was an Employee and the
                  denominator of which is the number of full calendar quarters
                  in the Performance Cycle. The amount of an Award payable shall
                  be paid within sixty days after said Participant ceases to be
                  an Employee.

        The Committee shall take such action as in their discretion may be
        necessary or advisable to carry out the provisions of this Section.

16.     EFFECTIVE DATE OF THE PLAN.

        16.1      EFFECTIVE DATE. The Plan shall become effective as of
                  September 25, 1984 upon the approval and ratification of the
                  Plan by the affirmative vote of the holders of a majority of
                  the outstanding Shares of Stock present or represented and
                  entitled to vote in person or by proxy at a meeting of the
                  stockholders of the Company.

                                      -13-

<PAGE>

        16.2      DURATION OF THE PLAN. The Plan shall remain in effect until
                  all Stock subject to it shall be distributed, until the Term
                  of all Options or Stock Appreciation Rights granted under this
                  Plan shall expire, until all restrictions on Restricted Stock
                  or Restricted Share Rights granted under this Plan shall
                  lapse, or until the Performance Cycle for any Performance
                  Shares or Performance Units awarded under this Plan shall end.

17.     RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer upon any
        Participant the right to continue in the employment of the Company or
        any Affiliate or affect any right which the Company or any Affiliate may
        have to terminate employment of the Participant.

18.     WITHHOLDING TAXES. The Company and its Affiliates shall have the right
        to deduct from all payments under this Plan, whether in cash or in
        Stock, an amount necessary to satisfy any federal, state or local
        withholding tax requirements.

19.     DEFERRAL OF PAYMENTS. The Committee may, from time to time, establish
        rules and conditions under which a Participant may defer the payment of
        Awards.

20.     AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board or
        Committee may at any time terminate, suspend or modify the Plan, except
        that the Board or Committee will not, without authorization of the
        stockholders of the Company, effect any change (other than through
        adjustment for changes in capitalization as provided in Section 21)
        which will:

        (a) Increase the total amount of Stock which may be awarded under the
            Plan.

        (b) Change the class of Employees eligible to participate in the Plan.

        (c) Withdraw the administration of the Plan from the Committee.

        (d) Permit any person, while a member of the Committee, to be eligible
            to participate in the Plan.

        (e) Extend the duration of the Plan.

        No termination, suspension, or modification of the Plan will adversely
        affect any right acquired by any Participant or any Successor under an
        Award granted before the date of termination, suspension, or
        modification, unless otherwise agreed to by the Participant; but it will
        be conclusively presumed that any adjustment for changes in
        capitalization provided for in Section 21 does not adversely affect any
        right.

                                      -14-

<PAGE>

21.     ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any change in the number of
        outstanding Shares occurring through Stock splits, reverse Stock splits,
        or Stock dividends after the grant of an Award will be reflected
        proportionately in the aggregate number of Shares then available for
        Awards and in the number of Shares subject to Awards then outstanding;
        and a proportionate change will be made in the per share Option price as
        to any outstanding Options. Any fractional Shares resulting from
        adjustments will be rounded to the nearest whole Share.


                                      -15-

<PAGE>

                              FORM OF AWARD TERM SHEET FOR STAGGERED VESTING
                    RESTRICTED SHARE RIGHTS AWARD TERM SHEET


    EXECUTIVE:   __________________     SOCIAL SECURITY NO.: ________________
    GRANT DATE:  __________________     VESTING DATES:       ________________
    RSRS:        __________________     GRANT DATE FMV:      $_______________

1.   AWARD.  Wells Fargo & Company has awarded you the number of Restricted
     Share Rights indicated above.  Each Restricted Share Right entitles you
     to receive one share of Common Stock of the Company upon the terms and
     subject to the conditions set forth in the Company's Long-Term Incentive
     Compensation Plan and this Award Term Sheet.

2.   VESTING.  Except as otherwise provided in this Award Term Sheet, the
     Restricted Share Rights will vest in five equal installments on July 1,
     beginning on the July 1 next following the grant date.  The number of
     shares of Common Stock issued on each vesting date will be net of shares
     withheld by the Company to satisfy federal, state and local withholding
     obligations.

3.   TERMINATION.

     (a) If prior to the vesting date indicated above you cease to be an
         Employee due to your death, permanent disability or Retirement, any
         then unvested Restricted Share Rights awarded hereby will vest as of
         the July 1 next following the date of termination of your employment
         and shares of Common Stock will be issued to you or, in case of your
         death, your beneficiary designated in accordance with the Plan. If at
         the time of your death, there is not on file an effective beneficiary
         designation or you are not survived by your designated beneficiary, the
         shares will be issued to the legal representative of your estate.

     (b) If prior to the vesting date indicated above you cease to be an
         Employee for any reason other than your death, permanent disability or
         Retirement, all then unvested Restricted Share Rights (including
         dividend equivalents thereon) awarded hereby shall immediately
         terminate without notice to you and shall be forfeited.

4.   DIVIDEND EQUIVALENTS. During the period beginning on the grant date as
     indicated above and ending on the date that the Restricted Share Right
     vests or terminates, whichever occurs first, you will receive cash payments
     based on and payable at approximately the same time as the cash dividend
     that would have been paid on the Restricted Share Right had the Restricted
     Share Right been an issued and outstanding share of Common Stock on the
     record date for the dividend. Cash payments will be net of federal, state
     and local withholding taxes.

5.   TAX WITHHOLDING. The Company will withhold from the number of shares of
     Common Stock otherwise issuable hereunder a number of shares necessary to
     satisfy federal, state and local tax withholding obligations. Shares will
     be valued at their Fair Market Value as of the date of vesting.

6.   DEFERRAL. At any time at least six months prior to the applicable vesting
     date, you may make a one-time election to defer the issuance of the Common
     Stock issuable with respect to all (but not less than all) of the
     Restricted Share Rights scheduled to vest on that date until a specified
     year not less than one year and not more than 10 years beyond the original
     vesting date.

7.   NONTRANSFERABLE. You may not sell, assign, pledge, encumber or otherwise
     transfer any interest in the Restricted Share Rights or the right to
     receive dividend equivalents thereon except as permitted by the Plan.

8.   OTHER RESTRICTIONS. The issuance of Common Stock hereunder is subject to
     compliance by the Company and you with all applicable legal requirements
     applicable thereto, including tax withholding obligations, and with all
     applicable regulations of any stock exchange on which the Common Stock may
     be listed at the time of issuance. The Company may delay the issuance of
     shares of Common Stock hereunder to ensure at the time of issuance there is
     a registration statement for the shares in effect under the Securities Act
     of 1933.

9.   ADDITIONAL PROVISIONS. This Award Term Sheet is subject to the provisions
     of the Plan. Capitalized terms not defined in this Award Term Sheet are
     used as defined in the Plan. If the Plan and this Award Term Sheet are
     inconsistent, the provisions of the Plan will govern. Interpretations of
     the Plan and this Award Term Sheet by the Committee are binding on you and
     the Company.

10.  NO EMPLOYMENT AGREEMENT. Neither the award to you of the Restricted Share
     Rights nor the delivery to you of this Award Term Sheet or any other
     document relating to the Restricted Share Rights will confer on you the
     right to continued employment with the Company or any Affiliate.


                                      16

<PAGE>

                              FORM OF AWARD TERM SHEET FOR LUMP SUM VESTING
                    RESTRICTED SHARE RIGHTS AWARD TERM SHEET


    EXECUTIVE:   __________________      SOCIAL SECURITY NO.:  ________________
    GRANT DATE:  __________________      VESTING DATE:         ________________
    RSRS:        __________________      GRANT DATE FMV:      $________________

1.   AWARD. Wells Fargo & Company has awarded you the number of Restricted Share
     Rights indicated above. Each Restricted Share Right entitles you to receive
     one share of Common Stock of the Company upon the terms and subject to the
     conditions set forth in the Company's Long-Term Incentive Compensation Plan
     and this Award Term Sheet.

2.   VESTING. Except as otherwise provided in this Award Term Sheet, shares of
     Common Stock will be issued as of the vesting date indicated above. The
     number of shares issued will be net of shares withheld by the Company to
     satisfy federal, state and local withholding obligations.

3.   TERMINATION.

     (a) If prior to the vesting date indicated above you cease to be an
         Employee due to your death, permanent disability or Retirement, the
         Restricted Share Rights awarded hereby will vest as of the July 1 next
         following the date of termination of your employment and shares of
         Common Stock will be issued to you or, in case of your death, your
         beneficiary designated in accordance with the Plan. If at the time of
         your death, there is not on file an effective beneficiary designation
         or you are not survived by your designated beneficiary, the shares will
         be issued to the legal representative of your estate.

     (b) If prior to the vesting date indicated above you cease to be an
         Employee for any reason other than your death, permanent disability or
         Retirement, all Restricted Share Rights (including dividend equivalents
         thereon) awarded hereby shall immediately terminate without notice to
         you and shall be forfeited.

4.   DIVIDEND EQUIVALENTS. During the period beginning on the grant date as
     indicated above and ending on the date that the Restricted Share Rights
     vest or terminate, whichever occurs first, you will receive cash payments
     based on and payable at approximately the same time as the cash dividend
     that would have been paid on your Restricted Share Rights had each
     Restricted Share Right been an issued and outstanding share of Common Stock
     on the record date for the dividend. Cash payments will be net of federal,
     state and local withholding taxes.

5.   TAX WITHHOLDING. The Company will withhold from the number of shares of
     Common Stock otherwise issuable hereunder a number of shares necessary to
     satisfy federal, state and local tax withholding obligations. Shares will
     be valued at their Fair Market Value as of the date of vesting.

6.   DEFERRAL. At any time at least six months prior to the vesting date
     indicated above, you may make a one-time election to defer the issuance of
     the Common Stock issuable with respect to all (but not less than all) of
     the Restricted Share Rights until a specified year not less than one year
     and not more than 10 years beyond the original vesting date.

7.   NONTRANSFERABLE. You may not sell, assign, pledge, encumber or otherwise
     transfer any interest in the Restricted Share Rights or the right to
     receive dividend equivalents thereon except as permitted by the Plan.

8.   OTHER RESTRICTIONS. The issuance of Common Stock hereunder is subject to
     compliance by the Company and you with all applicable legal requirements
     applicable thereto, including tax withholding obligations, and with all
     applicable regulations of any stock exchange on which the Common Stock may
     be listed at the time of issuance. The Company may delay the issuance of
     shares of Common Stock hereunder to ensure at the time of issuance there is
     a registration statement for the shares in effect under the Securities Act
     of 1933.

9.   ADDITIONAL PROVISIONS. This Award Term Sheet is subject to the provisions
     of the Plan. Capitalized terms not defined in this Award Term Sheet are
     used as defined in the Plan. If the Plan and this Award Term Sheet are
     inconsistent, the provisions of the Plan will govern. Interpretations of
     the Plan and this Award Term Sheet by the Committee are binding on you and
     the Company.

10.  NO EMPLOYMENT AGREEMENT. Neither the award to you of the Restricted Share
     Rights nor the delivery to you of this Award Term Sheet or any other
     document relating to the Restricted Share Rights will confer on you the
     right to continued employment with the Company or any Affiliate.


                                      17