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Exhibit 10(c)




	 	 	 
	

	 	WELLS FARGO BONUS PLAN






The Plan is amended and restated effective January 1, 2008 and supersedes the
Wells Fargo Bonus Plan originally effective January 1, 2000, subsequently
clarified effective January 1, 2004 and January 1, 2006. Participants,
incentive opportunities and performance objectives shall be identified
annually.



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PURPOSE OF THE PLAN




The purpose of the Wells Fargo Bonus Plan (the “Plan”) is to motivate a select group of
management, supervisory and individual contributors to achieve superior results for Wells
Fargo & Company and its subsidiaries (“Wells Fargo”). The Plan is designed to provide
Participants with incentive compensation opportunities that focus on individual
accountability for appropriate risk management and full compliance with applicable laws and
regulations, as well as individual and team contributions through the measurement of
meaningful performance goals that are consistent with Wells Fargo’s corporate and business
unit objectives.



This document is comprised of three sections:




1. Plan Eligibility

2. Plan Components

3. Plan Administration



For questions related to this document, policies or the administration of the Plan, please
contact your Human Resources representative.



PLAN ELIGIBILITY





	A.	 	Plan Eligibility
	 
	 	 	Subject to the following proviso, a select group of Wells Fargo management,
supervisors and individual contributors who are in a position to control or influence
business results are eligible to participate in the Plan (“Participants”); provided,
however, that any individual who for a particular Plan Year is determined to be a
“Covered Executive Officer” in accordance with Wells Fargo’s Performance-Based
Compensation Policy, as such policy may be modified from time to time, shall not be
eligible to participate in the Plan for that Plan Year even if he or she was
previously identified for participation for that Plan Year. Eligibility for
participation is determined on a case-by-case basis. Business unit managers are
responsible for identifying Participants within their business units prior to the
beginning of the Plan Year.
	 
	 	 	The intent of the Plan is to provide incentive awards to those Participants who are
not eligible for a bonus or cash incentive compensation under any other plan or
written agreement with Wells Fargo. Therefore, Plan Participants who participate in
any other Wells Fargo-sponsored cash incentive compensation plan are not eligible to
receive an award under this Plan.
	 
	B.	 	Plan Qualifiers.
	 
	 	 	For purposes of this Plan, a “Disqualifying Factor” is an event, the occurrence of
which immediately invalidates a Participant’s opportunity for an incentive award. If
a Participant’s incentive opportunity is subject to a Disqualifying Factor and the
event occurs, the Participant shall have no incentive opportunity for that particular
Plan Year.




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	 	1.	 	A Plan Participant must be employed by Wells Fargo as of the last
day of the Plan Year in order to be eligible for an incentive award under the
Plan, unless otherwise provided below or in the Plan Administration section.
There will be no incentive opportunity for the Plan Year for those Participants
who experience a voluntary or involuntary termination before the last day of the
Plan Year. Exceptions may be made if the termination is a result of the
Participant’s retirement, death or a qualifying event under the Wells Fargo &
Company Salary Continuation Pay Plan as set forth in the leave of absence or
death or retirement policies in the Plan Administration section.
	 
	 	2.	 	The Corporate EPS (Earnings Per Share) threshold must be met for
payout to occur under this Plan. If the threshold Corporate EPS is not met, no
bonuses will be earned unless specifically authorized by the Human Resources
Committee of the Wells Fargo Board of Directors (HRC). In addition, if Wells
Fargo achieves or exceeds the Corporate EPS threshold, the HRC reserves the
authority to adjust bonuses, up or down, in its discretion, to reflect overall
company results.






	 	 	Business unit managers should work with their HR representative to identify any other
Disqualifying Factors that may impact a Participant’s eligibility under the Plan.
	 
	 	 	In addition to the Disqualifying Factors described above, a Participant’s bonus under
the Plan may be adjusted or denied, regardless of meeting individual Performance Measures or
the Corporate EPS threshold, for unsatisfactory performance or non-compliance or violation
of Wells Fargo’s:






	 	1.	 	Code of Ethics and Business Conduct;
	 
	 	2.	 	Information Security Policy, and/or
	 
	 	3.	 	Compliance and Risk Management Accountability Policy.





PLAN COMPONENTS




	 	 	 
	Bonus Opportunity

	 	Business unit managers, working with Human Resources, shall establish an incentive target
for each Participant’s position.
	 
	 	 
	 

	 	The incentive opportunity should be a range around the target:







	 	•	 	Threshold	 	- 50% of the target bonus






	 	 	 	- Paid for satisfactory performance that falls short of target.






	 	•	 	Target	 	- 100% of the target bonus






	 	 	 	- Paid for on plan performance.






	 	•	 	Maximum	 	- 150% of target bonus






	 	 	 	- Paid for performance that exceeds expectations.




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	Performance Measures

	 	A Performance Measure defines the action or resultant performance
expected of a Participant in a given Plan Year.




Performance Measures may vary from year to year, from position to
position or from one Participant to another. Typically each
Participant should have three to five measures set by their
business unit manager.
	 
	 	 
	 

	 	The Performance Measures should be indicators of the expected:







	 	1.	 	Overall financial success at the Participant’s level or of the
Participant’s business unit
	 
	 	2.	 	Tactical, operation achievements which will contribute to the
overall success at the Participant’s level or business unit
and/or
	 
	 	3.	 	Major strategic milestones achieved by or on behalf of the
Participant, the Participant’s business unit or Wells Fargo





	 	 	 
	 

	 	The business unit manager is responsible for defining the
Performance Measures within the Plan. The business unit manager
is encouraged to consult with the Participant and Human Resources
in identifying the Performance Measure.
	 
	 	 
	 

	 	Performance measures should be established for each Participant
to be effective as of the beginning of the Plan Year. All
Performance Measures and Awards are subject to review and
modification at higher levels of the organization.
	 
	 	 
	 

	 	Some characteristics of Performance Measures:







	 	•	 	The Performance Measures should include identifiable
activities and/or results for each level of achievement. Most
Performance Measures (commonly referred to as “MBOs” or
Management Business Objectives) should have at least three
defined Performance Levels: Threshold, Target and Maximum.
	 
	 	•	 	At least one Performance Measure should have a financial
objective that is linked to overall corporate objectives.
	 
	 	•	 	At least one Performance Measure should be based on
Corporate EPS with the appropriate weighting determined by each
business unit or staff group manager, as applicable, consistent
with guidance issued from time to time by Corporate Human
Resources. As a general rule, for senior managers this
Performance Measure should have a weight of at least 10% for
business line Participants and at least 20% for staff group
Participants.




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	 	•	 	Where possible, Participants should have at least one
Performance Measure linked to either P&L or expense management.
These measures can be set up as distinct MBOs or Plan
disqualifiers/hurdles.
	 
	 	•	 	For Compliance Professionals






	 	1.	 	The financial goal must be tied to the financial performance
of the manager who is at least one level above the Compliance
Professional’s immediate supervisor.
	 
	 	2.	 	The Compliance Professional’s direct manager will evaluate the
Compliance Professional’s performance measures with input from
the Compliance Professional’s dotted-line manager(s). The final
award recommendation under this Plan will be jointly approved by
the direct manager and the dotted-line manager.





	 	 	 
	 

	 	More suggestions on writing good MBOs can be obtained from HR or
can be found in the Wells Fargo Bonus Plan calculator.
	 
	 	 
	Measure Weighting
and Scoring

	 	While Performance Levels are designated as target, threshold and
maximum, individual measures can be scored as either an
all-or-nothing goal or on a scale.
	 
	 	 
	 

	 	Performance Measures may be weighted equally or weighted
individually to correspond with the Participant’s accountability,
strategic and tactical priorities, and/or the difficulty of
achieving the goal, subject to the weighting requirements for
Corporate EPS described above.
	 
	 	 
	 

	 	The scores for multiple Performance Measures are aggregated to
determine the final award level. The business unit manager is
responsible for identifying the target, threshold and maximum
Performance Levels and the scoring guides that will be used to
calculate the Participants incentive award.
	 
	 	 
	Award Calculation

	 	Performance shall be evaluated as soon as practicable following
completion of the Plan Year by the Participant’s business unit
manager and/or any other manager responsible for reviewing
incentive compensation awards in Participant’s business unit.
All awards under the Plan are subject to the following
guidelines:







	 	•	 	Each Performance Measure is evaluated individually
following the end of the Plan Year. The Participant’s incentive
award for a Plan Year is determined by adding the values
determined for each 




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	 	 	 	Performance Measure taking into consideration
any assigned weighting. The incentive award should be consistent
with the overall Target Bonus opportunity identified for the
Participant’s position.






	 	•	 	A Participant’s award may be increased or decreased by up
to 15% of its value, on a discretionary basis by the manager of
the Participant’s business unit, subject to the authority of the
HRC to adjust bonuses as described herein.
	 
	 	•	 	Incentive awards are based on the Participant’s base
salary and will be paid to the Participant by March
15th following the end of the Plan Year.
	 
	 	•	 	With approval from the Plan Administrator, an incentive
award may be reduced in any amount or denied for unsatisfactory
performance. An incentive award may also be denied if a
Participant is involuntarily terminated before the date that the
Participant’s incentive award is paid.





PLAN ADMINISTRATION





	A.	 	Plan Administrator
	 
	 	 	The Plan Administrator is the Director of Human Resources. The Plan Administrator has
full discretionary authority to administer and interpret the Plan and may, at any time,
delegate to personnel of Wells Fargo such responsibilities as he or she considers
appropriate to facilitate the day-to-day administration of the Plan. The Plan
Administrator also has the full discretionary authority to adjust or amend a
Participant’s incentive opportunity under the Plan at any time, subject to the authority
of the HRC to adjust bonuses as described herein.
	 
	 	 	Plan commitments or interpretations (oral or written) by anyone other than the Plan
Administrator or one of his/her delegates are invalid and will have no force upon the
policies and procedures set forth in this Plan.
	 
	B.	 	Plan Year
	 
	 	 	Participant performance is measured and financial records are kept on a “Plan Year”
basis. The Plan Year is the 12-month period beginning each January 1 and ending on the
following December 31, unless the Plan is modified, suspended or terminated.
	 
	C.	 	Disputes
	 
	 	 	If a Participant has a dispute regarding his/her incentive award under the Plan, the
Participant should attempt to resolve the dispute with the manager of his/her business
unit. If this is not successful, the Participant should prepare a written request for
review addressed to the Participant’s Human Resources representative. The request for
review should include any facts




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	 	 	supporting the Participant’s request as well as any issues or comments the Participant
deems pertinent. The Human Resources representative will send the Participant a written
response documenting the outcome of this review in writing no later than 60 days
following the date of the Participant’s written request. (If additional time is
necessary, the Participant shall be notified in writing.) The determination of this
request shall be final and conclusive upon all persons.






	D.	 	Amendment or Termination
	 
	 	 	The Board of Directors of Wells Fargo & Company (the “Company”), and the Human Resources
Committee of the Board of Directors, the Company’s President, any Vice Chairman, or the
Director of Human Resources may amend, suspend or terminate the Plan at any time, for any
reason. No amendment, suspension or termination of the Plan shall adversely affect a
Participant’s incentive award earned under the Plan prior to the effective date of the
amendment, suspension or termination, unless otherwise agreed to by the Participant.
	 
	E.	 	Leaves of Absence
	 
	 	 	Incentive awards payable under the Plan may be pro-rated for Participants who go on a
leave of absence provided the terms and conditions of the Plan have been satisfied,
Participant actively worked at least three months during the Plan Year and the
Participant’s performance contributed towards the achievement of some or all of the
Participant’s Performance Measures. If a Participant satisfies all of the Participant’s
Performance Measures, the Participant’s award should not be pro-rated. Business units
should apply this criteria consistently to all Participants.
	 
	 	 	For Participants who receive notice of a qualifying event under the Wells Fargo & Company
Salary Continuation Pay Plan, the Notice Period (as defined by that plan) should be
considered in determining whether the Participant satisfies the three-month “actively at
work” requirement. Incentive awards will be determined following the end of the Plan
Year and are subject to the other terms and conditions of the Plan.
	 
	F.	 	Changes in Employment Status






	 	1.	 	Employees hired after the beginning of the Plan Year may be eligible to
participate in the Plan. Incentive Opportunity Percentages and Performance Measures
should be designed accordingly. Where Performance Measures are impractical to
develop for a partial Plan Year, eligibility should be delayed until the next Plan
Year.
	 
	 	2.	 	If, during the Plan Year, a Participant transfers to another business
unit or receives a promotion to a new position within Wells Fargo, the Participant’s
incentive award should be pro-rated provided the Participant met some or all of the
Performance Measures prior to the transfer or promotion. Incentive awards will be
determined following the end of the Plan Year.




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	G.	 	Death or Retirement
	 
	 	 	In the event of a Participant’s death or retirement during the Plan Year, the
Participant’s incentive award may be pro-rated provided the Participant actively worked
for at least three months during the Plan Year and met some or all of the Participant’s
Performance Measures.
	 
	H.	 	Withholding Taxes
	 
	 	 	Wells Fargo shall deduct from all payments under the Plan an amount necessary to satisfy
federal, state or local tax withholding requirements.
	 
	I.	 	Not an Employment Contract
	 
	 	 	The Plan is not an employment contract and participation in the Plan does not alter a
Participant’s at-will employment relationship with Wells Fargo. Both the Participant
and Wells Fargo are free to terminate their employment relationship at any time for any
reason. No rights in the Plan may be claimed by any person whether or not he/she is
selected to participate in the Plan. No person shall acquire any right to an accounting
or to examine the books or the affairs of Wells Fargo.
	 
	J.	 	Assignment
	 
	 	 	No Participant shall have any right or power to pledge or assign any rights, privileges,
or incentive awards provided for under the Plan.
	 
	K.	 	Unsecured Obligations
	 
	 	 	Incentive awards under the Plan are unsecured obligations of the Company.
	 
	L.	 	Pro-Rated Awards
	 
	 	 	In the event that an award needs to be pro-rated the following methodology should be
used.
	 
	 	 	
	 
	 	 	The annual salary should be multiplied by the ratio of months worked during the year
by the target bonus percentage.
	 
	 	 	The ratio of months worked is equal to the number of full months worked in the
qualifying position divided by 12.
	 
	 	 	For example, a Participant is transfers to another position on November 1st. Their
salary was $100,000 per year at the time of transfer, and they had a 10% bonus
target. They achieved all their goals at target level. Their bonus would be:




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	M.	 	Code of Conduct
	 
	 	 	Violation of the terms or the spirit of the Plan and/or Wells Fargo’s Code of Ethics and
Business Conduct by the Participant and/or the Participant’s supervisor, or other
serious misconduct (including, but not limited to, gaming which is more fully discussed
below), are grounds for disciplinary action, including disqualification from further
participation in the Plan (including awards payable under the terms of the Plan) and/or
immediate termination of employment.
	 
	 	 	Participants are expected to adhere to ethical and honest business practices.
Participant who violates the spirit of the Plan by “gaming” the system become
immediately ineligible to participate in the Plan. “Gaming” is the manipulation and/or
misrepresentation of sales or sales reporting in order to receive or attempt to receive
compensation, or to meet or attempt to meet goals.
	 
	N.	 	Internal Revenue Code Section 409A
	 
	 	 	This Plan is expected to provide bonus payments that qualify as short-term deferrals
exempt from the requirements of Internal Revenue Code Section 409A. In the event any
amount payable under this Plan does not qualify for treatment as a exempt short-term
deferral, it is intended that such amount will be paid in a manner that will satisfy the
requirements of Internal Revenue Code Section 409A and applicable guidance thereunder.
This Plan shall be construed and administered accordingly.






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