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Exhibit 10(a)




Amendments to Directors Stock Compensation and Deferral Plan



Effective September 23, 2008, the Wells Fargo & Company Directors Stock Compensation and Deferral
Plan is amended as follows:





	 	1.	 	Article I (Purpose, History and Effective Dates): A new Section D is
added to read as follows:






	 	D.	 	Discontinuation of Stock Option and Formula Stock Award
Programs and Expansion of Deferral Program.
	 
	 	 	 	Pursuant to action taken by the Committee on September 23, 2008, no future
awards may be granted under the stock option and formula stock award
programs described in Articles IV and V of the Plan other than reload
stock options granted in accordance with Section B.3 of Article IV. Also
effective September 23, 2008, the Committee amended the Plan to authorize
the deferral of Common Stock awards to Non-Employee Directors granted
under the Company’s Long-Term Incentive Compensation Plan. Consistent
with Section C above, the Committee does not intend for such amendment to
modify, and such amendment shall not modify, Deferral Account balances
attributable to amounts earned and vested prior to January 1, 2005.






	 	2.	 	Article II (Definitions): A new term “LTICP Stock Award” is added,
and the existing terms “Deferral Election,” “Deferred Stock Account,” “Effective
Date” and “Eligible Compensation” are revised to read as follows:





	 	 	 
	LTICP Stock Award

	 	Any award of Common Stock granted to
a Non-Employee Director under the
Company’s Long-Term Incentive
Compensation Plan the delivery of
which may be deferred by the
Non-Employee Director in accordance
with the terms of such award.
	 
	 	 
	Deferral Election

	 	An irrevocable election by a
Non-Employee Director to defer
receipt of Eligible Compensation.
Separate Deferral Elections shall be
required for the deferral of Formula
Stock Awards or LTICP Stock Awards
and the deferral of any other
Eligible Compensation. Deferral
Elections applicable to Eligible
Compensation for a Deferral Year
shall not








 









 






	 	 	 
	 

	 	apply to Eligible
Compensation for any other Deferral
Year.
	 
	 	 
	Deferred Stock Account

	 	A sub-account of a Deferral Account
created for a Deferral Year (i) to
which the Deferral Participant may
allocate all or a portion of that
Deferral Year’s deferred Cash
Compensation and any other Eligible
Compensation that the Board deems
allocable to this subaccount, and
(ii) to which the Plan automatically
allocates all of that Deferral
Year’s deferred Formula Stock Award
or deferred LTICP Stock Award. The
sub-account to which any deferred
Retirement Conversion Amounts was
credited under a Prior Plan also is
a Deferred Stock Account.
	 
	 	 
	Effective Date

	 	April 22, 2003, which was the date
that the Plan was approved by the
Company’s stockholders.
	 
	 	 
	Eligible Compensation

	 	Eligible compensation includes Cash
Compensation, Formula Stock Awards,
LTICP Stock Awards, Retirement
Conversion Amounts and any other
compensation that, prior to the
beginning of a Deferral Year, the
Board has designated as Eligible
Compensation for that Deferral Year.







	 	3.	 	Article VI (Deferral Program): Sections B.1., B.3.a., B.3.b., and
C.2. are amended to read as follows:






	 	B.1.	 	Content. A Deferral Election shall indicate i) the
amount of Eligible Compensation for the Deferral Year to be deferred, ii) the
allocation of deferred Cash Compensation (and any other Eligible Compensation
that the Board deems allocable) between the Deferred Cash Account and the
Deferred Stock Account, iii) when distribution of the deferred amounts will
commence, and iv) the form of distribution. Separate Deferral Elections shall
be required for the deferral of Formula Stock Awards or LTICP Stock Awards and
the deferral of other Eligible Compensation.
	 
	 	B.3.a.	 	If the Deferral Election is filed before the individual becomes a
Non-Employee Director, the Deferral Election shall apply to all Eligible
Compensation earned after the Deferral Election is filed and during the
Deferral Year in which the Deferral Election is




 









 






	 	 	 	filed, including Cash Compensation, Formula Stock Awards and LTICP Stock
Awards.
	 
	 	B.3.b.	 	If the Deferral Election is filed after the individual first becomes a
Non-Employee Director but not more than thirty days after that event, the
Deferral Election shall apply only to Cash Compensation earned in calendar
quarters during the Deferral Year in which the Deferral Election is filed that
begin after the calendar quarter in which the Deferral Election is filed.
(For example, if an individual who becomes a new Non-Employee Director on May
22nd files a Deferral Election on June 17th, that Deferral Election will apply
only to Cash Compensation for service from July 1st through December 31st of
the year in which the Deferral Election is filed. It will not apply to any
Formula Stock Award or LTICP Stock Award earned for that year.) Any Deferral
Election subject to this subparagraph b that is filed later than September
30th of the year of filing will have no effect.
	 
	 	C.2.	 	Cash/Stock Election. A Deferral Participant must
elect, at the time of his or her Deferral Election, to allocate deferred Cash
Compensation (and any other Eligible Compensation that the Board deems
allocable) between the Deferred Cash Account and the Deferred Stock Account
for the Deferral Year. Formula Stock Awards and LTICP Stock Awards will be
credited only to the Deferred Stock Account for the Deferral Year. Retirement
Conversion Amounts were required under the Prior Plan to be credited to a
Deferred Stock Account. Any Eligible Compensation other than Cash
Compensation, Formula Stock Awards, LTICP Stock Awards and Retirement
Conversion Amounts that the Board does not deem allocable shall be credited as
provided by the Board.