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EXHIBIT 10(c)

                              WELLS FARGO & COMPANY

                        1999 DIRECTORS STOCK OPTION PLAN

                  (INCLUDES AMENDMENTS THROUGH JANUARY 1, 2001)

I.       PURPOSE

The purpose of the Wells Fargo & Company 1999 Directors Stock Option Plan is to
provide an opportunity to non-employee members of the Board of Directors of the
Company to participate in stockholder gains in consideration for personal
services rendered in their capacity as directors of the Company. The Plan is
also intended to aid in attracting and retaining individuals of outstanding
abilities and skills for service on the Company's Board of Directors.

II.      DEFINITIONS

When used in this Plan, the following capitalized terms shall have the meanings
indicated below:

         AWARD DATE                    The day of the Company's annual
                                       meeting of stockholders in each year,
                                       beginning in 1999.

         COMMON STOCK                  Common Stock of the Company, $1 2/3 par
                                       value.

         COMPANY                       Wells Fargo & Company.

         FAIR MARKET VALUE             The New York Stock Exchange-only closing
                                       price per share of the Common Stock for
                                       the trading day immediately preceding the
                                       option grant date or exercise date, as
                                       the case may be.

         NON-EMPLOYEE DIRECTOR         Any member of the Board of Directors of
                                       the Company who is not an officer or
                                       employee of the Company or of a
                                       subsidiary of the Company.

         PLAN ADMINISTRATOR            The Company's Director of Human
                                       Resources.


III.    OPTION AWARD FORMULA

Every Non-Employee Director who is elected or re-elected to the Board of
Directors by the stockholders of the Company shall automatically receive an
option as of each Award Date to purchase Common Stock with a value of $50,000 on
such date determined in accordance with the Black-Scholes option pricing model.
A Non-Employee Director who joins the Board of Directors on any date other than
the Award Date shall automatically receive as of such other date an option to
purchase Common Stock with the same value determined as of such other date,
prorated to reflect the number of months (rounded up to the next whole month)
remaining until

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the next Award Date. The exercise price per share for each stock option
granted under this Plan shall be the Fair Market Value of the Common Stock as of
the date the option is granted. The number of shares subject to any such option
shall be determined using parameters determined as of the business day
immediately preceding the date as of which the option is granted and shall be
rounded up to the next whole share.

IV.      EXERCISE OF OPTIONS

         A. EXERCISE PRICE AND VESTING. Each option granted under the Plan
            shall have an exercise price per share equal to the Fair Market
            Value as of the grant date of the option. Except as set forth in
            Section V, options granted under the Plan become fully exercisable
            six months after their grant date and, subject to paragraphs C and
            D below, shall remain exercisable until the tenth anniversary of
            their grant date.

         B. PAYMENT OF EXERCISE PRICE. The exercise price of any stock option
            awarded under the Plan shall be payable entirely in cash or entirely
            in Common Stock, valued at Fair Market Value on the date the option
            is exercised, in accordance with procedures determined by the Plan
            Administrator. If the option exercise price is paid using Common
            Stock, it (i) must have been owned by the optionee for at least six
            months prior to the date of exercise or purchased by the optionee in
            the open market; and (ii) must not have been used in a stock swap
            transaction within the preceding six months. Regardless of how the
            option exercise price is paid, any withholding taxes arising out of
            the option exercise may be paid in cash or in Common Stock. To the
            extent that no violation of Section 16(b) of the Securities Exchange
            Act of 1934 or any other law would result, the payment of the
            exercise price of options granted hereunder may also be made by
            delivering a properly executed exercise notice together with
            irrevocable instructions to a broker, or some other communication
            acceptable to the Company, requiring the delivery to the Company of
            sale or loan proceeds sufficient to pay the option exercise price,
            together with any related withholding taxes if no other payment for
            such taxes satisfactory to the Company has been arranged; provided
            that such exercise shall be conditioned upon, and no shares shall be
            issued pursuant to such exercise until, receipt of such amount by
            the Company.

         C. TERMINATION OF OPTIONS DUE TO DEATH.  If a Non-Employee Director
            dies, all outstanding options previously granted to him or her under
            this Plan shall become immediately exercisable and remain
            exercisable for a period of one year.

         D. TERMINATION OF OPTIONS FOR REASONS OTHER THAN DEATH. In the event
            a Non-Employee Director leaves the Board of Directors of the
            Company for any reason other than his or her death or for cause,
            all options granted to him or her under this Plan shall remain
            outstanding and exercisable in accordance with their original
            terms. In the event that a Non-Employee Director shall leave the
            Board for cause, in which case all outstanding options granted to
            such Non-Employee Director under this Plan shall immediately
            terminate and be cancelled as of the date he or she ceases to be a
            director.

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V.  RELOAD AWARD

If while serving on the Board of Directors of the Company, a Non-Employee
Director exercises an option granted under Section III of the Plan (an "Original
Option") and pays the option exercise price using Common Stock in accordance
with paragraph B of Section IV, the Non-Employee Director shall automatically be
granted a "reload" stock option on the date of such exercise. The reload stock
option grant shall equal the number of whole shares of Common Stock used in the
swap exercise to pay the option exercise price. Subject to the provisions of
paragraphs B, C and D of Section IV, the reload stock option may be exercised
between the date of grant and the date of expiration of the Original Option. No
reload stock option is granted if the Original Option is exercised after a
Non-Employee Director leaves the Board of Directors of the Company for any
reason.

VI. TRANSFERABILITY; ASSIGNABILITY

No option granted hereunder shall be transferred or assigned other than by will,
the laws of descent and distribution or by the designation of a beneficiary in
accordance with this Section. During the lifetime of an optionee, options
granted hereunder may be exercised only by the optionee. The optionee may, by
completing and signing a written beneficiary designation form which is delivered
to and accepted by the Company, designate a beneficiary to exercise and receive
any outstanding options upon the optionee's death. If at the time of the
optionee's death there is not a fully effective beneficiary designation form on
file, or if the designated beneficiary does not survive the optionee, the legal
representative of the optionee's estate shall have the right to exercise the
option. No option granted under this Plan shall be assignable or transferable
except as provided in this Section.

VII. SHARES AVAILABLE FOR AWARDS

Subject to Section VIII, options for no more than 600,000 shares of Common Stock
may be awarded under the Plan; provided, however, that shares subject to options
granted hereunder that are cancelled or expire without being fully exercised and
shares used to pay the exercise price for options granted hereunder may again be
made subject to options granted under this Plan with no effect on the foregoing
limit. Shares made subject to options hereunder may consist, in whole or in
part, of authorized but unissued Common Stock or treasury Common Stock not
reserved for any other purpose.

VIII. ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION

In the event any change is made to the Common Stock subject to the Plan or
subject to any outstanding option granted under the Plan (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or otherwise), then appropriate adjustments shall be made to the maximum number
of shares that may be granted under the Plan or subject to options granted under
the Plan as well as the number of shares and price per share of Common Stock
subject to options then outstanding under the Plan. The grant of options under
the Plan shall not affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of


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its business or assets. Any fractional shares resulting from adjustments will be
rounded to the nearest whole share.

IX. PLAN ADMINISTRATOR

The Plan Administrator's responsibilities include, but are not limited to, the
following:

    - To adopt rules for administration of the Plan.
    - To interpret and implement the provisions of the Plan.
    - To resolve all questions regarding the administration, interpretation and
      application of the Plan. o To have all other powers as may be necessary to
      discharge responsibilities under the Plan.

The Plan Administrator's determinations will be conclusive and binding on all
participants in the Plan.

X.  TERM AND TERMINATION

The Plan is effective as of January 1, 1999. The Plan will continue
indefinitely, as it may be amended or modified from time to time, until
terminated.

XI. TAX TREATMENT

All options granted under the Plan shall be non-qualified stock options not
entitled to preferential tax treatment under Section 422 of the Internal Revenue
Code of 1986, as it may be amended from time to time.

XII. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

The Plan may be amended, modified, suspended or terminated by action of the
Board of Directors or the Board Affairs Committee, or any successor committee,
of its Board of Directors; provided, however, that if at the time of any such
proposed amendment, modification or termination, any member of such committee
does not satisfy the requirements applicable to committee approval contained in
regulations of the Securities and Exchange Commission promulgated under Section
16 of the Securities Exchange Act of 1934, and applicable interpretations
thereof, any such amendment, modification or termination must be approved by the
Board of Directors of the Company. The Plan shall terminate automatically when
all shares reserved for issuance hereunder have been issued or made subject to
options granted hereunder. No termination, suspension or modification of the
Plan will adversely affect any right in any option outstanding hereunder to the
extent the same has not been exercised unless otherwise agreed to by the
optionee. It will be conclusively presumed that any adjustment for changes in
capitalization provided for in Section VIII does not adversely affect any such
right.

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XIII. NO GUARANTEE OF SERVICE

Participation in this Plan does not constitute a guarantee or contract of
service as a Non-Employee Director.

XIV.  GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall be
governed by and construed in accordance with the law of the State of Delaware.



1/26/99
2/23/99
9/26/00
1/23/01

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