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Exhibit 10(a)




WELLS FARGO & COMPANY

SUPPLEMENTAL 401(k) PLAN




(Includes Amendments Through January 1, 2005)




          Sec. 1 Name and Purpose. The name of the Plan is the “Wells Fargo & Company
Supplemental 401(k) Plan” (the “Plan”). This Plan, as amended and restated, shall be effective
January 1, 2004. This Plan is maintained by Wells Fargo & Company (the “Company”) for the purposes
of providing benefits to participants in the Wells Fargo & Company 401(k) Plan (the “401(k) Plan”)
whose contributions to the 401(k) Plan are limited by Internal Revenue Code (the “Code”) sections
401(a)(17) and 402(g) and providing benefits to eligible employees who have chosen to defer
compensation into a nonqualified deferred compensation plan maintained by the Company that would
otherwise be available for contributions to the 401(k) Plan.



          Sec. 2 Definitions. All references herein to the “401(k) Plan” are references to the
Wells Fargo & Company 401(k) Plan as it may be amended from time to time. In addition, except
where specifically defined in this Plan, all capitalized terms herein shall have the same meaning
as given to those terms in the 401(k) Plan.



          Sec. 3 Nonqualified Certified Compensation. Nonqualified Certified Compensation for
purposes of the credits to Plan Accounts under Section 8 means a participant’s base pay and all
approved commissions, bonuses and incentive payments paid to the participant by the Company or a
Participating Employer during a particular pay period subject to the following:




	 	(a)	 	Nonqualified Certified Compensation shall include any Salary
Deferral Contributions on behalf of a participant under the 401(k) Plan, any
salary reduction contributions to any cafeteria plan under Code section 125, and
any salary reduction contributions to a qualified transportation fringe benefit
under Code section 132(f)(4) maintained by a Participating Employer.
Nonqualified Certified Compensation shall not include any severance payment.
Effective for participants who commence on or after October 1, 2003, a leave of
absence that is classified by his or her Participating Employer as a salary
continuation leave of absence, Nonqualified Certified Compensation shall not
include any salary continuation pay paid to the participant while on a salary
continuation leave of absence.
	 
	 	(b)	 	Nonqualified Certified Compensation shall include payments under
any commission, bonus or incentive compensation programs or plans which the
Company designates as included in Nonqualified Certified Compensation by written
action of the Chairman, President or the Executive Vice President of Human
Resources. Notwithstanding the previous sentence, payments under any such
commission, bonus or incentive compensation plan shall not be included in




 






 




	 	 	 	Nonqualified Certified Compensation to the extent those payments exceed any
limit the Company establishes in such written action.
	 
	 	(c)	 	Nonqualified Certified Compensation shall include deferrals of base
pay, approved commissions, bonuses and incentive payments for a participant who
has entered into an agreement under a nonqualified deferred compensation plan or
arrangement maintained by the Company or any other Participating Employer under
which payment of such compensation will be deferred to a year subsequent to the
year in which it would otherwise have been paid to the participant subject to any
limitations imposed by the Company.
	 
	 	(d)	 	Nonqualified Certified Compensation shall include for a participant
who has entered into an agreement under a nonqualified deferred compensation plan
or arrangement maintained by the Company or any other Participating Employer to
defer compensation, the amount of such deferred compensation that would have been
considered Certified Compensation under the 401(k) Plan if it had not been
deferred under the nonqualified deferred compensation plan.
	 
	 	(e)	 	Notwithstanding the foregoing provisions of this section,
commencing January 1, 2003 and solely for purposes of allocating Employer
Matching Contributions under Section 8, any Nonqualified Certified Compensation
paid to a participant while the participant is employed in a position subject to
this subsection (e) shall be disregarded to the extent such Nonqualified
Certified Compensation exceed $50,000 for a Plan Year.





	 	(i)	 	This subsection (e) applies to any participant
who is employed by Wells Fargo Home Mortgage, Inc., its successor or
any of its subsidiaries in any of the following job categories:
Mortgage Consultant, Mortgage Sales Representative, Sales Supervisor,
Escrow Sales Representative, Renovation Staff Consultant, Marketing
Representative, Wholesale Account Executive, Wholesale Account
Executive Sub-prime or any other job category which Wells Fargo Home
Mortgage, Inc. classifies as equivalent to the job categories listed
above. In addition, this subsection (e) applies to any Participant who
is employed by Wells Fargo Home Mortgage, Inc., its successor or any of
its subsidiaries in one of the job categories listed above (or in any
other job category that the Company classifies as equivalent to one of
the job categories listed above for purposes of this subsection (e))
and who is also simultaneously employed by Wells Fargo Investments,
LLC.
	 
	 	(ii)	 	If a participant is transferred into a position
that is subject to this subsection (e) during a Plan Year, the $50,000
limit under this subsection for that Plan Year shall be reduced (but
not below $0) by the amount of Nonqualified Certified Compensation
credited to the participant for service during that Plan Year prior to
the transfer date.




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          Sec. 4 Company and Participating Employers. The “Company” is Wells Fargo & Company ,
a Delaware corporation, and any successor to said corporation. Each Participating Employer in the
401(k) Plan shall also be a Participating Employer in this Plan if any of its employees are
eligible to become participants in this Plan.



          Sec. 5 Participation. Employees of the Company or of any other Participating Employer
and who satisfy one or more of the following criteria are eligible to participate in this Plan:




	 	(a)	 	Employees who have satisfied one year of Vesting Service under the
401(k) Plan and who enter into an agreement with their respective Participating
Employer under which payment of compensation earned by the participant will be
deferred to a stated year subsequent to the year in which it would otherwise have
been recognized as Certified Compensation under the 401(k) Plan. The
compensation of a participant that is so deferred is referred to in this Plan as
“Deferred Compensation.”
	 
	 	(b)	 	Employees who have satisfied one year of Vesting Service under the
401(k) Plan and whose Salary Deferral Contributions and/or Employer Matching
Contributions for any Plan Year commencing on or after January 1, 1989, are
limited by Code Section 401(a)(17).
	 
	 	(c)	 	Employees who have satisfied one year of Vesting Service under the
401(k) Plan and whose Employer Matching Contributions under the 401(k) Plan for
any Plan Year commencing on or after January 1, 2002 did not reach the maximum of
six percent of Certified Compensation as a result of the limitation on Salary
Deferral Contributions under Code Section 402(g).
	 
	 	(d)	 	Employees who have satisfied one year of Vesting Service under the
401(k) Plan and whose Employer Matching Contribution under the 401(k) Plan for
any Plan Year commencing on or after January 1, 2004 is reduced as a result of
the Plan’s compliance for such Plan Year with the nondiscrimination testing
requirements of Code section 401(k)(3) and/or 401(m)(2) and the regulations under
said sections.




          Sec. 6 Establishment of Plan Account. An account (a “Plan Account”) shall be
established under this Plan for each participant.



          Sec. 7 Credits Based on Deferred Compensation. For each Plan Year in which a
participant described in Section 5(a) has Deferred Compensation, the participant’s Plan Account
shall receive credits equal to the Employer Matching Contributions that would have been made to the
participant’s 401(k) Plan Account if the participant’s Deferred Compensation for the Plan Year had
been included in Certified Compensation under the 401(k) Plan for such Plan Year, minus the total
Employer Matching Contributions made to the 401(k) Plan on behalf of the participant for that Plan
Year. For purposes of this section:



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	 	(a)	 	It will be assumed that the participant made Salary Deferral
Contributions with respect to his or her Deferred Compensation at the rate
selected by the participant with regard to Certified Compensation under the
401(k) Plan for the quarter in which the Deferred Compensation would otherwise
have been paid.
	 
	 	(b)	 	Each such participant’s Plan Account shall receive credits under
this section as of the end of the Plan Year in which an Employer Matching
Contribution would otherwise have been reflected in the participant’s 401(k)
Plan. A participant shall receive credits under this section for the portion of
the Plan Year in which the participant had Deferred Compensation even if the
participant terminates employment prior to the end of the Plan Year.




          Sec. 8 Credits Based on Limit on Contributions. The Plan Account of each participant
described in Sections 5(b), 5(c) or 5(d) shall receive credits equal to the Employer Matching
Contributions that would have been made to the 401(k) Plan for the participant for the Plan Year if
the limit specified in Section 5(b) did not apply for that Plan Year, any reductions described in
5(d) had not occurred, and the definition of Nonqualified Certified Compensation in Section 3 of
this Plan applied to the 401(k) Plan for that Plan Year. For purposes of this section:




	 	(a)	 	It will be assumed that the participant continued to make Salary
Deferral Contributions during the remainder of the Plan Year equal to the rate of
Salary Deferral Contributions selected by the participant for the quarter in
which the participant first reached the limit specified in Sections 5(b) or 5(c).
In the case of participants described in 5(d), it will be assumed that no
reductions were required to be made in the participant’s Salary Deferral
Contributions for the Play Year in order to comply with Code Section 401(k)(3) or
in the participant’s Employer Matching Contributions in order to comply with Code
Section 401(m)(2). It will be further assumed that the Nonqualified Certified
Compensation for the Plan Year of a participant as defined in Section 3 included
his or her Deferred Compensation for the Plan Year.
	 
	 	(b)	 	The maximum credit under this Section 8 to the participant’s Plan
Account for any Plan Year shall be equal to the Employer Matching Contributions
for the entire Plan Year based on the rate of Salary Deferral Contributions
selected by the participant in the 401(k) Plan (not to exceed the maximum
percentage of Certified Compensation eligible for Employer Matching Contributions
under the 401(k) Plan) for the quarter in which the participant first reached the
limit specified in Sections 5(b) or 5(c) and computed using the definition of
Nonqualified Certified Compensation in Section 3 of this Plan as if such limit
did not apply, and disregarding any reductions in Employer Matching Contributions
described in Section 5(d), minus (i) the total Employer Matching Contributions
made to the 401(k) Plan on behalf of that participant for that Plan Year (after
subtracting any reductions described in Section 5(d)), and (ii) any credits the
participant received for that Plan Year under Section 7.



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	 	(c)	 	Credits under this section shall be reflected in the participant’s
Plan Account as of the end of the Plan Year in which an Employer Matching
Contribution would have been reflected in the participant’s 401(k) Plan Account
if the limit specified in Sections 5(b) and 5(c) did not apply for that Plan Year
and if the reductions described in Section 5(d) had not occurred with respect to
that Plan Year. A participant shall receive credits under this section even if
the participant terminates employment prior to the end of the Plan Year.
However, any additional credits with respect to the Plan Year commencing January
1, 2004 based solely on reductions described in Section 5(d) shall instead be
reflected in the participant’s Plan Account as of January 1, 2005.




          Sec. 9 Investment of Credits. Prior to September 30, 1991, credits to a participant’s
Plan Account were allocated to one or more of the “Investment Funds” (other than the ESOP Fund)
which were available as investment options under the Norwest Corporation Savings Investment Plan
for that quarter. On and after September 30, 1991, no changes in Investment Funds existing as of
that date were allowed and all credits allocated to a participant’s Plan Account on and after
September 30, 1991 were allocated solely to the Wells Fargo & Company Stock Investment Fund
described in Section 10. Effective on and after January 1, 2003, all participants’ Plan Accounts
are allocated solely to the Wells Fargo & Company Stock Investment Fund and no other Investment
Funds are available. Amounts credited as of December 31, 2002 to a participant’s Plan Account and
not allocated to the Wells Fargo & Company Stock Investment Fund as of that date were reallocated
effective January 1, 2003 to the Wells Fargo & Company Stock Investment Fund based on the New York
Stock Exchange only closing price per share of the Company common stock as of December 31, 2002.



          Sec. 10 Adjustment and Funding of Accounts. Credits to a participant’s Plan Account
shall be subject to the following:




	 	(a)	 	Effective on and after January 1, 2003, all participants’ Plan
Accounts are allocated to the Wells Fargo & Company Stock Investment Fund. Such
credits shall be stated in the form of shares of Company common stock, the number
of which shall be determined by dividing the amount of the credits made pursuant
to Sections 7 or 8 of this Plan for a Plan Year by the New York Stock Exchange
only closing price per share of Company common stock as of December 31 of that
Plan Year. If December 31 is not a trading date, the closing price per share of
Company common stock reported on the trading date immediately preceding that
December 31 shall be used. Adjustments to the number of shares of Company common
stock credited to the participant’s Plan Account shall be made to reflect
dividends paid on Company common stock pursuant to subsection (c) below. If the
Company chooses to fund the credits to the Wells Fargo & Company Stock Investment
Fund, the Company shall make contributions in cash or in Company common stock to
the trust described in Section 21. Any cash contributions shall be used by the
trustee to purchase shares of Company common stock within 10 business days after
such deposit. Purchase of such shares may be made by the trustee in brokerage
transactions or




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	 	 	 	by private purchase, including purchase from the Company. All shares held by
the trust shall be held in the name of the trustee.
	 
	 	(b)	 	All Plan Account credits shall consist solely of bookkeeping
entries.
	 
	 	(c)	 	Each time a dividend is paid on the Company common stock, the
participant shall receive a credit to the Wells Fargo & Company Stock Investment
Fund in his or her Plan Account. The amount of the dividend credit shall be the
number of shares of Company common stock determined by multiplying the dividend
amount per share by the number of shares credited to a participant’s Wells Fargo
& Company Stock Investment Fund as of the record date for the dividend and
dividing the product by the New York Stock Exchange only closing price per share
of Company common stock as of the trading date immediately preceding the dividend
payment date.




          Sec. 11 Plan Account Statements. The Company may from time to time issue statements
to participants advising them of the status of their Plan Accounts, but shall not be required to do
so. The issuance of such statements shall not in any way affect the rights of participants
hereunder.



          Sec. 12 Number of Shares under the Plan/Adjustments for Certain Changes in
Capitalization. As of December 31, 2003, 1,371,487 shares of Company common stock were
credited to Plan Accounts. On and after January 1, 2004, no more than an additional 2,000,000
shares of Company common stock may be credited to Plan Accounts, except that any share credits to a
Plan Account which are forfeited pursuant to Section 15 may again be credited under the Plan.



          If the Company shall at any time increase or decrease the number of its outstanding shares of
Company 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 Company common
stock, or through a stock split, subdivision, consolidation, combination, reclassification, or
re-capitalization involving the Company common stock, then the numbers, rights, and privileges of
the shares that are and may be credited to the Wells Fargo & Company Stock Investment Fund under
the Plan shall be increased, decreased, or changed in like manner as if such shares had been issued
and outstanding, fully paid, and non-assessable at the time of such occurrence.



          Sec. 13. Voting Company Common Stock. If any credits issued pursuant to this Plan
are, in the discretion of the Company, funded in a trust as described in Section 21, the Company
common stock held in trust shall be voted by the trustee in its discretion.



          Sec. 14 Loans and Withdrawals. A participant may not request or receive any loans or
withdrawals from his or her Plan Account. The credits in a participant’s Plan Account will be paid
out only as described in Sections 16, 17 and 18.



          Sec. 15 Benefit on Termination of Employment. Upon Termination of Employment, a
participant shall be entitled to a benefit equal to the number of shares of Company common stock
credited to the participant’s Plan Account, calculated as of the end of the calendar year immediately



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prior to the date benefits are distributed pursuant to Sections 16 or 17, multiplied by
the vested percentage determined under either Sections 9.1, 9.2 or 9.3 of the 401(k) Plan that
would be applicable to the participant, disregarding, however, Section 9.2(a)(3) of the 401(k)
Plan. Any portion of the participant’s Plan Account that is not vested shall be forfeited.



          Sec. 16 Form and Time of Payment of Benefits Upon Termination of Employment. When an
employee is first eligible to become a participant in the Plan, the employee shall complete a
written election to receive his or her vested Plan Account upon his or her subsequent Termination
of Employment in either a single lump sum or in a series of annual installments not to exceed ten
annual installments. The participant may change the form of payment (lump sum or installment)
prior to the participant’s Termination of Employment by filing a written election with the Plan
Administrator at least 12 months prior to the date of the participant’s Termination of Employment.
If the employee does not complete a written election as to the form of payment at the time the
employee first becomes eligible for the Plan or if any written election as to the form of payment
is not received by the Plan Administrator at least 12 months prior to the date of the participant’s
Termination of Employment, the participant’s vested Plan Account shall be paid to the participant
in a single lump sum payment.



          Payment of the participant’s vested Plan Account in a lump sum or in installments will
commence as soon as administratively feasible after the end of the calendar year in which the
participant’s Termination of Employment occurs. Payment to the participant will be in the form of
whole shares of common stock with cash for any fractional share, net of any required withholding
taxes. If the participant is to receive payment in installments, the amount of each installment
will be equal to the total amount of the participant’s vested Plan Account divided by the number of
installments remaining to be made, including the current installment, and the whole shares of
Company common stock and cash for any fractional share to be distributed shall be deducted from the
total amount the participant’s vested Plan Account.



          Notwithstanding anything in this Section 16 to the contrary, if the total value of the
participant’s vested Plan Account is $5,000 or less as of the December 31 immediately following the
participant’s Termination of Employment (or if the participant’s Termination of Employment is
December 31, as of that date), the participant shall receive distribution of his or her entire
vested Plan Account as soon as administratively feasible after the end of the calendar year in
which the participant’s Termination of Employment occurs. Payment to the participant will be in
the form of whole shares of Company common stock with cash for any fractional share, net of any
required withholding taxes.



          Sec. 17 Death Benefits. If a participant dies while employed, or dies after
Termination of Employment but before receiving his or her benefit under this Plan, the
participant’s remaining vested Plan Account (determined as provided in Section 15) shall be paid to
the participant’s Beneficiary determined under the 401(k) Plan as soon as administratively feasible
after the end of the calendar year in which the participant dies. Payment to the Beneficiary will
be in the form of whole shares of Company common stock with cash for any fractional share, net of
any required withholding taxes.



          Sec. 18 Benefits Upon the Occurrence of Certain Business Transactions. If the Company
shall merge or consolidate with another corporation and the Company is not the surviving corporation (a “Transaction”), and the consideration received by the holders of common
stock of the


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Company in the Transaction consists only of common stock of another publicly owned
corporation whose outstanding stock is listed on the New York Stock Exchange or quoted in the
NASDAQ National Market System (“Publicly-Traded Stock”), each share of Company common stock
credited to a participant’s Plan Account shall be converted to a credit for the number of shares of
Publicly-Traded Stock which the holder of a share of Company common stock is entitled to receive in
such Transaction and, beginning on and after the effective date of the Transaction, any future
credits to Plan Accounts or payment of vested benefits payable in the form of shares of common
stock shall be made in the form of shares of such Publicly-Traded Stock.



          If the consideration received by the holders of common stock of the Company in a Transaction
consists of any consideration other than Publicly-Traded Stock, each share of Company common stock
credited to a participant’s Plan Account shall be restated as credits for cash in an amount equal
to the number of shares of Company common stock credited to a participant’s Plan Account
immediately prior to the effective date of the Transaction multiplied by the average of the high
and low prices of a share of Company common stock on the New York Stock Exchange for each of the
five trading days preceding the effective date of the Transaction. Such cash shall automatically
be deemed to be invested in one or more investment accounts that conform to the investment fund
options then provided by the 401(k) Plan, upon such terms and conditions as may be established by
the Human Resources Committee of the Board of Directors.



          Sec. 19 Nonassignability. A participant’s Plan Account and the shares of Company
common stock credited to a participant’s Plan Account are not assignable or transferable by a
participant or Beneficiary nor shall any participant or Beneficiary have the power to anticipate,
alienate, dispose of, pledge or encumber his or her Plan Account while the Plan Account is in the
possession and control of the Company. The Company shall not recognize any attachment,
garnishment, execution of judgment or other legal process while the participant’s Plan Account is
in the possession and control of the Company. The designation of a Beneficiary by a participant
does not constitute a transfer.



          Sec. 20 Unsecured Obligation. The obligations of the Company to make payments under
this Plan constitute 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 Account, Accounts, gains, losses, income, expenses,
payments 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.



          Sec. 21 Trust Fund. If the Company chooses to fund credits to participants’ Plan
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 Company common stock or other funds in the trust shall be held on a commingled basis and shall be subject to the claims of
general creditors of the Company.



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Plan Accounts shall be for bookkeeping purposes only, and the
establishment of Plan Accounts shall not require segregation of trust assets.


          Sec. 22 No Guarantee of Employment. Participation in this Plan does not constitute a
guarantee or contract of employment with any Participating Employer. Such participation shall in
no way interfere with any rights of a Participating Employer to determine the duration of a
participant’s employment or the terms and conditions of such employment.



          Sec. 23 Withholding of Taxes. The benefits payable 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.



          Sec. 24 Administration. For purposes of Section 3(16)(A) of the Employee Retirement
Income Security Act of 1974 (“ERISA”), as amended, the Plan Administrator shall be the Company’s
Executive Vice President Human Resources. 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 compilation and maintenance of all
records necessary in connection with the Plan; (b) authorizing the payment of all benefits and
expenses of the Plan as they become payable under the Plan; (c) authority to engage such legal,
accounting and other professional services as it may deem necessary; (d) discretionary authority to
interpret the terms of the Plan; (e) authority to adopt procedures for implementing the Plan; and
(f) discretionary authority to determine participants’ eligibility for benefits under the Plan or
the amount of such benefits; and to resolve all issues of fact and law in connection with such
determinations.



          Sec. 25 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.



          Sec. 26 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 in
sections 201(2), 301(a)(3) and 401(a)(1) of 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.



          Sec. 27 Agent for Legal Process. The Company shall be the 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.



          Sec. 28 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, that to the extent required by applicable law,



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rule or regulation, the stockholders of the Company must approve any amendment to (i) increase the number
of shares of common stock to be credited under this Plan (except for adjustments by reason of stock
dividends, stock splits, subdivision, consolidations, combinations, reclassifications or
recapitalizations), or (ii) make other material revisions to this Plan. No such action shall
deprive any participant of any benefits to which he or she would have been entitled under the Plan
if the participant’s Termination of Employment had occurred on the day prior to the date such
action was taken, unless agreed to by the participant.



          Notwithstanding any provision of this Plan to the contrary, in the event the maximum number of
shares that can be credited to Plan Accounts under Section 12 is reached and, if required by
applicable law, rule or regulation, the stockholders of the Company have not approved an amendment
of this Plan increasing said maximum, all further credits under this Plan shall cease until such
time as the stockholders of the Company give said required approval of such an amendment increasing
the maximum allocation, unless otherwise determined by the Company’s Board of Directors.



          Sec. 29 Effective Date of the Plan. The effective date of this restated Plan is
January 1, 2004. The Plan’s original effective date was July 1, 1988.




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