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EXHIBIT 10(a)

                              WELLS FARGO & COMPANY

                           DEFERRED COMPENSATION PLAN

                  (Includes Amendments Through January 1, 2001)


     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

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           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.

       (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

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     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).

     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

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                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

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                   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 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 Account for Compensation deferrals

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               under the Common Stock Earnings Option shall be determined by
               dividing the amount of each periodic credit by the New York
               Stock Exchange-only closing price per share of Common Stock on
               the day that the deferred Compensation is Credited to the
               Participant's Deferral Account (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. The value of a
               Participant's Deferral Account will increase or decrease as
               follows:

               (1) CD OPTION. The amount of the increase or decrease for the
                   CD Option for a particular calendar month is calculated
                   based on the annual interest rate for a Wells Fargo Bank
                   Minnesota, N.A. one year certificate of deposit determined
                   as of the first business day of that month.

               (2) FUND OPTION. The amount of the increase or decrease for
                   a Fund Option is based on the performance for the selected
                   Fund Option.

               (3) COMMON STOCK EARNINGS OPTION. The amount of the increase
                   or decrease for the Common Stock Earnings Option is based
                   on the performance of the Common Stock including
                   dividends. 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

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               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;

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                 (c) Participant's surviving parents equally;

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

                 (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.


                                     - 8 -




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            (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.

            (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

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                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.

                                     - 10 -
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     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 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

                                     - 11 -
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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.

1/27/93       3/25/94
11/4/94       11/28/95
7/27/97       9/23/97
6/31/99       11/23/99
7/1/00        9/25/00
2/27/01

                                     - 12 -