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                              WELLS FARGO & COMPANY

                           DEFERRED COMPENSATION PLAN

                    (As Amended and Restated January 1, 2000)

         1. PURPOSE OF THE PLAN. On July 27, 1993, the Board of Directors of
Norwest Corporation, a Delaware corporation now known as "Wells Fargo & Company"
(the "Company"), authorized the creation of a nonqualified, unfunded, elective
deferral plan known as the "Norwest Corporation Employees' Deferred Compensation
Plan" (the "Plan") for the purpose of allowing a select group of management and
highly compensated employees of the Company and its subsidiaries to defer the
receipt of compensation which would otherwise be paid to those employees.
Effective July 1, 1999, the name of the Plan was changed to the "Wells Fargo &
Company Deferred Compensation Plan." The Company reserved the power to amend and
terminate the Plan by action of the Human Resources Committee of the Company's
Board of Directors. The Human Resources Committee desires to exercise that
reserved power of amendment by the adoption of this amended and restated Plan
document effective January 1, 2000.

         2. DEFINITIONS. When the following terms are used herein with initial
capital letters, they shall have the following meanings:

              (A) CD OPTION. An earnings option based on Norwest Bank
                  Minnesota, N.A. one-year certificate of deposits as
                  determined from time to time by the Plan Administrator.

              (B) COMMON STOCK. Shares of Wells Fargo & Company common stock.

              (C) COMMON STOCK EARNINGS OPTION. An earnings option based on
                  shares of Common Stock.

              (D) COMPENSATION. Salaries, bonuses and commissions earned by
                  the Eligible Employee during the Deferral Year for services
                  rendered to the Company or the Company's subsidiaries and
                  payable no later than March 31 of the following Deferral
                  Year.

              (E) DEFERRAL ACCOUNT. A bookkeeping account maintained for each
                  Participant to which is credited the amounts deferred under
                  a Deferral Election and a Stock Option Gain Deferral
                  Election, together with any increase or decrease thereon
                  based on the earnings options selected by the Participant
                  or mandated by the Plan.

              (F) DEFERRAL ELECTION. An irrevocable election made by an
                  Eligible Employee during an enrollment period specified by
                  the Plan Administrator to defer the receipt of Compensation
                  for a given Deferral Year.

              (G) DEFERRAL YEAR. The Plan Year following the year in which a
                  Deferral Election is made.

              (H) ELIGIBLE EMPLOYEE. Each employee of the Company or any of
                  its subsidiaries who has been selected for participation in
                  this Plan for a given Plan Year pursuant to Section 3 of
                  the Plan.

              (I) FUND OPTIONS. An earnings option based on a selection of
                  registered investment companies chosen from time to time by
                  the Plan Administrator.

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              (J) PARTICIPANT. Each Eligible Employee who has entered into a
                  Deferral Election or Stock Option Gain Deferral Election
                  for a given Deferral Year and each employee who has a
                  Transferred Account set up under the Plan shall be
                  considered a Participant. An employee who has become a
                  Participant shall be considered to continue as a
                  Participant in the Plan until the date of the Participant's
                  death or, if earlier, the date the Participant no longer
                  has any Deferral Accounts under the Plan.

              (K) PLAN ADMINISTRATOR. For purposes of Section 3(16)(A) of the
                  Employee Retirement Income Security Act of 1974, as
                  amended, the Human Resources Committee of the Company's
                  Board of Directors has designated that the Plan
                  Administrator shall be the Company's Executive Vice
                  President Human Resources.

              (L) PLAN YEAR. The twelve month period beginning on any January
                  1 and ending the following December 31.

              (M) STOCK OPTION GAIN COMPENSATION. Certain gains derived from
                  specified Common Stock option grants under the Company's
                  Long-Term Incentive Compensation Plan and any other stock
                  option plan approved by the Plan Administrator.

              (N) STOCK OPTION GAIN DEFERRAL ELECTION. An irrevocable
                  election made by an Eligible Employee to defer the receipt
                  of Stock Option Gain Compensation.

              (O) TRANSFERRED ACCOUNT. The bookkeeping account maintained for
                  each Participant to which is credited the Participant's
                  interest in any nonqualified deferred compensation plan
                  transferred to this Plan, together with any increase or
                  decrease thereon based on the earnings options selected by
                  the Participant or mandated by the Plan

         3. ELIGIBILITY. Each regular and part-time highly compensated Eligible
Employee of the Company or any of its subsidiaries who has been selected for
participation in this Plan by the Plan Administrator or by such officers of the
Company to which the Plan Administrator has delegated its authority, shall be
eligible to participate in the Plan for a given Plan Year.

         4. TRANSFERRED ACCOUNTS. Any employee who had an account under the
Wells Fargo & Company Benefit Restoration Program ("BRP") on June 30, 1999 that
transferred into this Plan on July 1, 1999, shall be deemed a Participant with
respect to their transferred BRP accounts subject to the terms of Appendix A to
this Plan. Effective January 1, 2000, the Norwest Corporation Elective Deferred
Compensation Plan for Mortgage Banking Executives, Norwest Mortgage Banking
Incentive Compensation and Deferral Plan and Norwest Mortgage Banking Deferral
Plan (the "Mortgage Plans") shall merge into this Plan. All accounts under the
Mortgage Plans on December 31, 1999 shall be transferred to this Plan effective
January 1, 2000. Any employee or former employee who has an account under the
Mortgage Plans on December 31, 1999 shall be deemed a Participant in this Plan
on January 1, 2000 with respect to their transferred Mortgage Plans' accounts
subject to the terms of Appendix A to this Plan. Effective January 1, 2000, the
Wells Fargo & Company 1997 Bonus Deferral Plan ("Bonus Deferral Plan") employee
accounts shall merge into this Plan. Employee accounts under the Bonus Deferral
Plan on December 31, 1999 shall be transferred to this Plan effective January 1,
2000. Any employee on January 1, 2000 who had an account under the Bonus
Deferral Plan on December 31, 1999 shall be deemed a Participant in this Plan on
January 1, 2000 with respect to their transferred Bonus Deferral Plan accounts
subject to the terms of Appendix A to this Plan.

         5. DEFERRAL OF COMPENSATION. An Eligible Employee may elect to defer a
portion of the Compensation that the Eligible Employee may earn from the Company
or its subsidiaries during the Deferral Year following the year in which the
Deferral Election is made. FICA taxes and certain other payroll deductions
elected by the Eligible Employee shall be made before any deferrals are made
under this Plan. Such Deferral Election shall be made as described in Section
6(A)(2). An Eligible Employee may also defer certain Stock Option Gain
Compensation by completing a separate Stock Option Gain Deferral Election as
described in Section 6(B)(2).

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         6. ELECTION TO PARTICIPATE AND DEFER COMPENSATION AND STOCK OPTION
GAIN.

              (A) DEFERRAL OF COMPENSATION.

                  (1) PARTICIPATION. Except as provided in Section 6(A)(3) as to
                      new Eligible Employees, an Eligible Employee becomes a
                      Participant in the Plan by filing, during an enrollment
                      period specified by the Plan Administrator but no later
                      than December 31 of the year preceding the Deferral Year,
                      an irrevocable Deferral Election. An Eligible Employee who
                      has made a Deferral Election for any Deferral Year and has
                      a Deferral Account is a Participant. The Deferral Election
                      shall be effective only for the Deferral Year specified. A
                      new Deferral Election must be filed for each Deferral
                      Year. Amounts deferred under a Deferral Election shall be
                      credited to a Deferral Account established under the Plan
                      for the Eligible Employee.

                  (2) DEFERRAL ELECTION. The Deferral Election shall consist of
                      the Eligible Employee's election to defer Compensation,
                      election of earnings option(s) as described in Section
                      7(A), and election of the timing and form of distribution
                      of amounts deferred as described in Section 8. An Eligible
                      Employee may elect to defer (subject to any limitations on
                      Compensation imposed by the Plan Administrator for the
                      Deferral Year), in any combination, all or a part of the
                      Eligible Employee's (a) base salary earned and paid on a
                      periodic basis throughout the Deferral Year, (b) incentive
                      pay earned throughout the Deferral Year and paid after the
                      end of the Deferral Year, and (c) commissions and other
                      periodic incentive payments paid during the Deferral Year.
                      The Eligible Employee shall specify for each Compensation
                      category an amount to be deferred per pay period,
                      expressed either as a percentage or a dollar amount.

                  (3) INITIAL DEFERRAL ELECTION OR INITIAL ELIGIBILITY. A new
                      Eligible Employee must make a Deferral Election within
                      thirty (30) days of the date the Eligible Employee
                      receives notification of eligibility to participate in the
                      Plan in order to defer Compensation earned in the current
                      Deferral Year.

               (B)DEFERRAL OF STOCK OPTION GAINS

                  (1) PARTICIPATION. An Eligible Employee may file at least
                      twelve (12) months prior to exercise, an irrevocable Stock
                      Option Gain Deferral Election. Stock Option Gain Deferral
                      Elections become effective immediately. An Eligible
                      Employee who has made a Stock Option Gain Deferral
                      Election is a Participant. Amounts deferred under a Stock
                      Option Gain Deferral Election shall be credited to a
                      Deferral Account established under the Plan for the
                      Eligible Employee.

                  (2) DEFERRAL ELECTION. A Stock Option Gain Deferral Election
                      shall consist of the Eligible Employee's election to defer
                      all of the eligible Stock Option Gain Compensation derived
                      from a specific stock option grant. Eligible Stock Option
                      Gain Compensation consists of only stock option gains
                      realized using the stock-for-stock swap ("stock swap")
                      method of exercise. Stock option gains derived from either
                      a cash exercise or a same day sale will not be eligible
                      Stock Option Gain Compensation. Therefore, if an Eligible
                      Employee elects to defer the stock option gain derived
                      from a specific stock option grant, the Eligible Employee
                      must agree to use the stock swap method under the terms
                      and conditions of such grant. Stock option gains from
                      stock swaps will be allocated solely to the Common Stock
                      Earnings Option. The Stock Option Gain Deferral Election
                      must also specify the timing and form of distribution of
                      the amount deferred as described in Section 8.

                  (3) EFFECT ON STOCK OPTIONS. The filing of a Stock Option Gain
                      Deferral Election prohibits the Participant from
                      exercising the stock option for at least twelve (12)
                      months. Termination of

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                      employment for any reason prior to exercise will void the
                      Stock Option Gain Deferral Election.

         7.  DEFERRAL ACCOUNT VALUATION.

              (A) EARNINGS OPTIONS. The earnings options available for selection
                  on the Deferral Election are as follows:

                  (1) Common Stock Earnings Option

                  (2) CD Option

                  (3) Fund Options

                  A Participant must choose to allocate amounts credited to the
                  Participant's Deferral Account among the earnings options in
                  increments of one (1) percent. Except as to new Eligible
                  Employees, the initial election of earnings options must be
                  made by the Participant in advance of each Deferral Year. A
                  Participant's Stock Option Gain Deferral Election will
                  automatically be allocated to the Common Stock Earnings
                  Option. In addition, twenty (20) percent of the amount of
                  Compensation deferred during a Deferral Year will
                  automatically be allocated to the Common Stock Earnings
                  Option. Except with respect to the portion of the Deferral
                  Account allocated to the Common Stock Earnings Option, after
                  the initial election of earnings options, a Participant shall
                  be entitled to change the earnings options for the
                  Participant's entire Deferral Account each January 1 by filing
                  an irrevocable earnings option election with the Plan
                  Administrator as of a date selected by the Plan Administrator
                  which is prior to the January 1 effective date.

              (B) PERIODIC CREDITS OF DEFERRAL AMOUNTS. The Participant's
                  Deferral Account shall be credited with the amount of the
                  deferred Compensation on the day such deferred Compensation
                  would otherwise be paid to a Participant. All periodic credits
                  to a Participant's Deferral Account under the Common Stock
                  Earnings Option shall be in share equivalents of Common Stock.
                  The number of share equivalents of Common Stock credited to a
                  Participant's Deferral Accounts for Compensation deferrals
                  under the Common Stock Earnings Option shall be determined by
                  dividing the amount of each periodic credit by the closing
                  price per share of Common Stock reported on the consolidated
                  tape of the New York Stock Exchange on the last day of each
                  month (or, if the New York Stock Exchange is closed on that
                  date, on the next preceding date on which it is open). When a
                  stock option covered by a Stock Option Gain Deferral Election
                  is exercised using a stock swap, the Participant's Deferral
                  Account will be credited on the stock option exercise date.
                  The amount of each credit shall be equal to the amount
                  deferred from the Participant's Compensation and/or Stock
                  Option Gain Compensation. In the case of Compensation, each
                  credit shall be accounted for based on the earnings options
                  selected by the Participant on the Compensation Deferral
                  Election. In the case of Stock Option Gain Compensation, the
                  credit shall be based on the fair market value as of the stock
                  option exercise date as defined by the stock option plan.

              (C) INCREASE OR DECREASE TO DEFERRAL ACCOUNTS. A Participant's
                  Deferral Account will be increased or decreased monthly in
                  accordance with the Participant's earnings option election as
                  follows:

                  (1) CD OPTION. The amount of the increase or decrease for the
                      CD Option is calculated by multiplying the average monthly
                      balance by an earnings factor based on the interest rate
                      for a Norwest Bank Minnesota, N.A. one-year certificate of
                      deposit.

                  (2) FUND OPTIONS. The amount of the increase or decrease for
                      the Fund Options is calculated by multiplying the average
                      monthly balance by an earnings factor based on the
                      reported performance for the selected Fund Options.

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                  (3) COMMON STOCK EARNINGS OPTION. Common Stock dividend
                      equivalents will be credited under the Common Stock
                      Earnings Option at the same time and same rate as
                      dividends are paid on shares of Common Stock.

         8. DISTRIBUTIONS. Payment of Deferral Accounts shall be made in
accordance to the Participant's Deferral Elections, subject to the following:

              (A) LUMP SUM OR INSTALLMENT DISTRIBUTIONS. A Participant must
                  elect to receive distribution of the Participant's Deferral
                  Accounts in either a lump sum or in annual installments over a
                  period of years up to ten.

              (B) TIMING OF DISTRIBUTION. A Participant must designate on the
                  Deferral Election the year that distribution from the
                  Participant's Deferral Account shall be made. For purposes of
                  Stock Option Gain Deferral Elections, the Participant may not
                  elect to receive the distribution earlier than twelve (12)
                  months after the date on which the option is exercised. In all
                  events, however, distribution shall commence as soon as
                  practicable after the March 1 immediately following the date
                  the Participant ceases to be employed by the Company or an
                  affiliate of the Company.

              (C) ACCOUNTS LESS THAN $25,000. Notwithstanding the foregoing, if
                  the aggregate value of the Participant's Deferral Accounts
                  attributable to (a) Deferral Elections made for Deferral Years
                  commencing on or after January 1, 2000, (b) Deferral Elections
                  made on July 1, 1999 by transferred BRP Participants, and (c)
                  any Prior Deferral Elections that became subject to the terms
                  of this Plan in accordance with Section 8 (E), is less than
                  $25,000 at the end of the month in which the Participant's
                  employment terminates, such Deferral Accounts shall be paid in
                  a lump sum as soon as practicable after the March 1
                  immediately following the Participant's termination date.

              (D) UPON DEATH. If a Participant dies before receiving all
                  payments under the Plan, payment of the balance in the
                  Participant's Deferral Accounts shall be made to the
                  Participant's designated beneficiary in the forms of
                  distribution elected by the Participant on the Participant's
                  Deferral Elections as soon as practicable after the March 1
                  following the date of the Participant's death. To be valid, a
                  beneficiary designation must be in writing and the written
                  designation must have been delivered to and accepted by the
                  Plan Administrator prior to 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
                  person or persons surviving at the time of the Participant's
                  death in the first of the following classes of beneficiaries
                  in which there is a survivor, shall be entitled to receive the
                  balance of the Participant's Deferral Accounts. If a person in
                  the class surviving dies before receiving the balance (or the
                  person's share of the balance in case of more than one person
                  in the class) of the Participant's Deferral Accounts, that
                  person's right to receive the Participant's Deferral Accounts
                  will lapse and the determination of who will be entitled to
                  receive the Participant's Deferral Accounts will be determined
                  as if that person predeceased the Participant.

                      (a)  Participant's surviving spouse;

                      (b)  Equally to the Participant's children, except that if
                           any of the Participant's children predecease the
                           Participant but leave descendants surviving, such
                           descendants shall take by right of representation the
                           share their parent would have taken if living;

                      (c)  Participant's surviving parents equally;

                      (d)  Participant's surviving brothers and sisters equally;
                           or

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                      (e) Representative of the Participant's estate.

              (E) TRANSITIONAL RULE. Notwithstanding the foregoing distribution
                  rules contained in this Section 8, a Participant who is
                  employed by the Company on January 1, 2000 and who has entered
                  into a Deferral Election for a Deferral Year prior to January
                  1, 2000 or has a Transferred Account (collectively "Prior
                  Deferral Elections") and who has not commenced distribution of
                  such Prior Deferral Election, shall have a one-time
                  opportunity effective January 1, 2000 to elect to change the
                  method of distribution (lump sum versus installments) or to
                  postpone the distribution commencement date for that Prior
                  Deferral Election for a period of at least one year from the
                  original distribution commencement date selected on the Prior
                  Deferral Election. To be effective, such change must be
                  submitted to the Plan Administrator on a form provided by the
                  Plan Administrator by December 31, 1999 or if earlier, a date
                  required by the Plan Administrator. If the change is not
                  submitted by December 31, 1999, the method and timing of
                  distribution elected on the Prior Deferral Election will
                  remain in effect. If the Participant elects to make a change
                  to a Prior Deferral Election, the amount deferred under the
                  Prior Deferral Election and all earnings attributable to that
                  Prior Deferral Election shall become subject to the
                  distribution rules in this Section 8 and the timing and form
                  of distribution selected on the Prior Deferral Election shall
                  no longer be applicable with respect to distributions on
                  account of termination of employment, retirement or
                  disability. For purposes of a Prior Deferral Election made
                  under this Plan, "retirement" shall mean the Participant's
                  termination of employment with the Company after the
                  Participant's attainment of regular or early retirement as
                  defined in Section 6.1 or 6.2 of the Norwest Corporation
                  Pension Plan in effect on June 30, 1999. Also, for purposes of
                  Prior Deferral Elections made under this Plan, "disability"
                  shall mean the Participant's total disability as described in
                  the Wells Fargo & Company Long-Term Disability Plan, as
                  amended from time to time.

              (F) FORM OF DISTRIBUTIONS. All distributions from Deferral
                  Accounts shall be payable as follows:

                  (1) In cash for all Deferral Accounts in an earnings option
                      other than the Common Stock Earnings Option; or

                  (2) In shares of Common Stock for the portion of the Deferral
                      Accounts in the Common Stock Earnings Option.

              (G) VALUATION OF DEFERRAL ACCOUNTS FOR DISTRIBUTION.

                  (1) The amount of the distribution in cash and/or Common Stock
                      shall be determined based on the Participant's Deferral
                      Account balance (and, if applicable, the price of Common
                      Stock) as of the March 1 of the year of distribution (or
                      the next preceding business day if March 1 is not a
                      business day). The amount of the distribution in cash
                      and/or Common Stock as of any other date on which a
                      distribution is made shall be determined based on the
                      Participant's Deferral Account balance (and, if
                      applicable, the price of Common Stock) as of the end of
                      the month in which the event which triggers distribution
                      occurs. Earnings adjustments to amounts that have been
                      valued for distribution shall cease as of the date used to
                      value such amounts.

                  (2) The amount of each installment payment will be based on
                      the value of the Participant's Deferral Account as of the
                      March 1 of the year of the installment payment (or the
                      next preceding business day if March 1 is not a business
                      day) and the number of the installments remaining. The
                      balance remaining in the Deferral Account shall continue
                      to be adjusted based on the earnings options selected by
                      the Participant in the Deferral Election until the
                      valuation date used to determine the amount of the last
                      payment. All installment payments will be made by pro rata
                      withdrawals from each earnings option elected by the
                      Participant.

                                       6

<PAGE>

              (H) EARLY WITHDRAWAL. A Participant or beneficiary who wishes to
                  receive payment of all or part of the Participant's Deferral
                  Account on a date earlier than that specified in the Deferral
                  Election or in the case of a beneficiary in accordance with
                  Section 8(D), may do so by filing with the Plan Administrator
                  a request for early withdrawal. Such payment will be made from
                  the earliest Deferral Year(s) in which the Participant has
                  participated in the Plan. Partial withdrawals of a given
                  Deferral Year's deferral are not permitted. Deferral Accounts
                  will be distributed in the order in which the accounts were
                  established. Stock Option Gain Compensation deferrals will be
                  distributed in the order in which the accounts were
                  established following the distribution of all funds from the
                  Compensation Deferrals. For the appropriate Deferral Year(s),
                  Account accruals to date shall be disbursed completely, less a
                  10% early withdrawal penalty on the amount distributed. The
                  10% penalty assessed for early withdrawal will be permanently
                  forfeited by the Participant and will be credited to the
                  account of the Company. Further, the Participant shall forfeit
                  eligibility to defer Compensation or Stock Option Gain
                  Compensation during the two Deferral Years following the year
                  in which the early withdrawal is made, but in no case shall an
                  early withdrawal cause a current Deferral Election (either of
                  Compensation or Stock Option Gain Compensation) to be
                  suspended or canceled. In no case may a Participant or
                  beneficiary make more than one early withdrawal per calendar
                  year.

         9. NONASSIGNABILITY. No Participant or beneficiary shall have any
interest in any Accounts under this Plan that can be transferred, nor shall any
Participant or beneficiary have any power to anticipate, alienate, dispose of,
pledge or encumber the same while in the possession or control of the Company,
nor shall the Company recognize any assignment thereof, either in whole or in
part, nor shall any Account be subject to attachment, garnishment, execution
following judgment or other legal process while in the possession or control of
the Company. The designation of a beneficiary by a Participant does not
constitute a transfer.

         10. WITHHOLDING OF TAXES. Distributions under this Plan shall be
subject to the deduction of the amount of any federal, state, or local income
taxes, Social Security tax, Medicare tax, or other taxes required to be withheld
from such payments by applicable laws and regulations.

         11. UNSECURED OBLIGATION. The obligation of the Company to make
payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Company to make such payments. The Participant shall
have no lien, prior claim or other security interest in any property of the
Company. The Company is not required to establish or maintain any fund, trust or
account (other than a bookkeeping account or reserve) for the purpose of funding
or paying the benefits promised under this Plan. If such a fund is established,
the property therein shall remain the sole and exclusive property of the
Company. The Company will pay the cost of this Plan out of its general assets.
All references to accounts, accruals, gains, losses, income, expenses, payments,
custodial funds and the like are included merely for the purpose of measuring
the Company's obligation to Participants in this Plan and shall not be construed
to impose on the Company the obligation to create any separate fund for purposes
of this Plan.

         12. TRUST FUND. If the Company chooses to fund credits to Participant's
Deferral Accounts, all cash contributed for such funding shall be held and
administered in trust in accordance with the terms and provisions of a trust
agreement between the Company and the appointed trustee or any duly appointed
successor trustee. All Common Stock or other funds in the trust shall be held on
a commingled basis and shall be subject to the claims of the general creditors
of the Company. Plan Accounts shall be for bookkeeping purposes only, and the
establishment of Plan Accounts shall not require segregation of trust assets.

         13. NO GUARANTEE OF EMPLOYMENT. Participation in this Plan does not
constitute a guarantee or contract of employment with the Company or any of the
Company's affiliates. Such participation shall in no way interfere with any
right of the Company or any affiliate to determine the duration of a
Participant's employment or the terms and conditions of such employment.

         14. ADMINISTRATION. The Plan Administrator or its delegatee shall have
the exclusive authority and responsibility for all matters in connection with
the operation and administration of the Plan. The Plan Administrator's powers
and duties shall include, but shall not be limited to, the following: (a)
responsibility for the

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compilation and maintenance of all records necessary in connection with the
Plan; (b) discretionary authority to interpret the terms of the Plan; (c)
authorizing the payment of all benefits and expenses of the Plan as they
become payable under the Plan; (d) authority to engage such legal, accounting
and other professional services as it may deem necessary; (e) authority to
adopt procedures for implementing the Plan; (f) discretionary authority to
determine Participants' eligibility for benefits under the Plan; (g) set
limits on the percentage or amount of Compensation that may be deferred in a
Deferral Year; and (h) to resolve all issues of fact and law in connection
with such determinations.

         15. COMMON STOCK. Subject to adjustment below, the maximum number of
shares of Common Stock that may be credited under the Plan is 5,000,000. If the
Company shall at any time increase or decrease the number of its outstanding
shares of Common Stock or change in any way the rights and privileges of such
shares by means of the payment of a stock dividend or any other distribution
upon such shares payable in Common Stock, or through a stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving the
Common Stock, then the numbers, rights, and privileges of the shares issuable
under the Plan shall be increased, decreased, or changed in like manner as if
such shares had been issued and outstanding, fully paid, and nonassessable at
the time of such occurrence.

         16. CLAIMS PROCEDURE. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to any Participant or Beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant and
shall afford a reasonable opportunity to a claimant whose claim for benefits has
been denied for a full and fair review by the Company of the decision denying
the claim.

         17. CONSTRUCTION AND APPLICABLE LAW. This Plan is intended to be
construed and administered as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees as provided under ERISA. The Plan shall be
construed and administered according to the laws of the State of Minnesota to
the extent that such laws are not preempted by ERISA.

         18. AGENT FOR LEGAL PROCESS. The Company shall be agent for service of
legal process with respect to any matter concerning the Plan, unless and until
the Company designates some other person as such agent.

         19. AMENDMENT AND TERMINATION. The Board of Directors of the Company or
the Human Resources Committee of the Company's Board of Directors may at any
time terminate, suspend, or amend this Plan in any manner; provided, however,
that if necessary to maintain the availability of the exemption contained in
Rule 16b-3, or any successor regulation, under the Securities Exchange Act of
1934, as amended, for transactions pursuant to this Plan, the provisions of this
Plan relating to the amount, price and timing of awards pursuant to this Plan
may not be amended more than once in every six months other than to comport with
changes in the Internal Revenue Code or ERISA, or the rules thereunder.

                                       8

<PAGE>


                                   APPENDIX A
                              WELLS FARGO & COMPANY
                           DEFERRED COMPENSATION PLAN

SECTION 1. THE WELLS FARGO & COMPANY BENEFIT RESTORATION PROGRAM. The Wells
Fargo & Company Benefit Restoration Program ("BRP") merged into this Plan
effective July 1, 1999. The transferred BRP accounts are held in a "Transferred
Account" set up under this Plan for each participant in BRP who had a BRP
account as of June 30, 1999. Each BRP participant who has a Transferred Account
set up under this Plan is considered a Participant in this Plan effective July
1, 1999 but will not be able to enter into Deferral Elections unless the
Participant is also an Eligible Employee as provided in this Plan. If the
Participant is not an employee of the Company on January 1, 2000, the
Participant's Transferred Account as of the first day of a quarter (less any
distributions made from the Transferred Account during the quarter) shall be
adjusted with interest for that quarter. Interest on the Transferred Account
will be calculated quarterly at an annual rate equal to the sum of the average
annual rate for 3-year Treasury Notes for the immediately preceding calendar
year plus two percent. If the Participant is an employee of the Company on
January 1, 2000, the Participant must elect earnings options for the Transferred
Account in accordance with Section 7 of the Plan. If the Participant does not
elect earnings options, the Participant's Transferred Account shall be treated
as having been allocated to the "Balanced Fund" Fund Option. Distribution of the
Participant's Transferred Account will be made in either a lump sum or in ten
annual installments as elected by the Participant under BRP. If the Participant
elected a lump sum payment, payment will be made as soon as feasible after the
Participant terminates employment. If the Participant elected installments,
installments will begin in January following the calendar year in which the
Participant terminates employment. If, however, the Transferred Account balance
is less than $5,000 at the time of the Participant terminates employment,
distribution will be made in a lump sum as soon as administratively feasible
after the Participant terminates employment. The transitional rules under
Section 8(E) of the Plan apply to the Transferred Account. In the event the
Participant dies before distribution of his or her entire Transferred Account,
the remaining balance shall be paid pursuant to Section 8(D) of the Plan.

SECTION 2. MORTGAGE PLANS. The Norwest Corporation Elective Deferred
Compensation Plan for Mortgage Banking Executives, the Norwest Mortgage Banking
Incentive Compensation and Deferral Plan and the Norwest Mortgage Banking
Deferral Plan (collectively the "Mortgage Plans") are merged into this Plan
effective as of January 1, 2000. The transferred Mortgage Plans accounts shall
be held in a "Transferred Account" set up under this Plan for each participant
in the Mortgage Plans who had an account as of December 31, 1999. Each Mortgage
Plans participant who has a Transferred Account set up under this Plan shall be
considered a Participant in this Plan effective January 1 , 2000 but will not be
able to enter into Deferral Elections unless the Participant is also an Eligible
Employee as provided in this Plan. A Participant's Transferred Account shall be
subject to the rules of this Plan including the transitional rules in Section
8(E) of this Plan. In the event the Participant dies before distribution of his
or her entire Transferred Account, the remaining balance shall be paid pursuant
to Section 8(D) of this Plan.

SECTION 3. THE WELLS FARGO & COMPANY 1997 BONUS DEFERRAL PLAN. The Wells Fargo &
Company 1997 Bonus Deferral Plan ("Bonus Deferral Plan") is merged into this
Plan effective as of January 1, 2000 with respect to participants in the Bonus
Deferral Plan who are employed by the Company on January 1, 2000. The
transferred Bonus Deferral Plan accounts shall be held in a "Transferred
Account" set up under this Plan for each participant in the Bonus Deferral Plan
who had an account as of December 31, 1999 and was employed by the Company on
January 1, 2000. Each Bonus Deferral Plan participant who has a Transferred
Account set up under this Plan shall be considered a Participant in this Plan
effective January 1, 2000 but will not be able to enter into Deferral Elections
unless the Participant is also an Eligible Employee as provided in this Plan. A
Participant's Transferred Account shall be subject to the rules of this Plan
including the transitional rules in Section 8(E) of this Plan. In the event the
Participant dies before distribution of his or her entire Transferred Account,
the remaining balance shall be paid pursuant to Section 8(D) of this Plan.

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