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EXHIBIT 10(b)




WELLS FARGO & COMPANY




DIRECTORS STOCK COMPENSATION AND DEFERRAL PLAN





	I.	 	PURPOSE
	 
	 	 	The purpose of the Wells Fargo & Company Directors Stock Compensation and
Deferral Plan is to provide non-employee members of the Board of
Directors of the Company with equity compensation and compensation
deferral opportunities 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. The Plan
supersedes the 1999 Directors Stock Option Plan, the 1999 Directors
Formula Stock Award Plan and the 1999 Deferral Plan for Directors (the
“Prior Plans”) effective on the date that the Plan is approved by the
Company’s stockholders (the “Effective Date”). Options outstanding on
the Effective Date and amounts deferred under the Prior Plans before the
Effective Date of the Plan shall be assumed by the Plan on such date.
The terms of such options and deferrals shall remain the same as
applicable thereto under the Prior Plans, unless and until amended under
the terms of the Plan.
	 
	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 2003.
	 	 	 
	Board	 	
The Board of Directors of the Company.
	 	 	 
	Cash Compensation	 	
The annual retainer fees and Board and committee meeting
fees.
	 	 	 
	Committee	 	
The Governance and Nominating Committee or any successor
committee of the Board; provided, however, that if at the
time of any Committee action, 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 action must
be taken or approved by the Board.
	 	 	 
	Common Stock	 	
Common Stock of the Company, $1 2/3 par value per share.



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	Company	 	
Wells Fargo & Company.
	 	 	 
	Deferral Participant	 	
Any Non-Employee Director who elects to defer
Eligible Compensation under the Plan and has not
received full distribution of his or her
Deferral Account.
	 	 	 
	Deferral Election	 	
An irrevocable election to defer receipt of all
or a part of Eligible Compensation.
	 	 	 
	Deferral Year	 	
January 1 through December 31 of the year in
which Eligible Compensation is earned.
	 	 	 
	Deferred Account	 	
An account maintained for each Deferral
Participant and divided into a series of
sub-accounts, one for each type of Eligible
Compensation (i.e. stock or cash) and one for
each year Eligible Compensation is deferred, in
accordance with Article VI, Section D.
	 	 	 
	Deferred Cash

Account	 	
A sub-account of a Deferral Participant’s
Deferred Account, created for each year in which
Cash Compensation is deferred into a cash
account, containing deferred Cash Compensation
and Interest in accordance with Article VI,
Section D.
	 	 	 
	Deferred Stock

Account	 	
A sub-account of a Deferral Participant’s
Deferred Account created in accordance with
Article VI, Section D each year in which Cash
Compensation, Formula Stock Awards, Stock Option
Gains and/or Retirement Conversion Amount is/are
deferred into a stock account, containing
deferred shares of Common Stock.
	 	 	 
	Effective Date	 	
The date that the Plan is approved by the
Company’s stockholders.
	 	 	 
	Eligible

Compensation	 	
Eligible compensation includes Cash
Compensation, Formula Stock Awards, Stock Option
Gains, Retirement Conversion Amounts or any
other compensation deemed eligible by the Board
as set forth in Article VI, Section B.
	 	 	 
	Fair Market Value	 	
The New York Stock Exchange-only closing price
per share of the Common Stock for the trading
day immediately preceding the relevant date,
(e.g., option grant date or exercise date, stock
award date, etc., as the case may be).
	 	 	 
	Formula Stock

Award	 	
Any Award made pursuant to the Formula Stock
Award Program described in Article V of the
Plan.



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	Interest	 	
The average annual rate for 3-Year Treasury Notes for the immediately
preceding calendar year plus 2%
	 	 	 
	Non-Employee

Director	 	
Any member of the Board of Directors of the
Company who is not an employee of the Company or
of a subsidiary of the Company.
	 	 	 
	Plan	 	
Wells Fargo & Company Directors Stock
Compensation and Deferral Plan.
	 	 	 
	Plan Administrator	 	
The Company’s Director of Human Resources.
	 	 	 
	Prior Plans	 	
The Wells Fargo & Company 1999 Directors Stock
Option Plan, 1999 Directors Formula Stock Award
Plan and 1999 Deferral Plan for Directors.
	 	 	 
	Retirement

Conversion Amount	 	
A dollar amount equal to the accrued benefits
under the former Wells Fargo & Company
Directors’ Retirement Plan or the Norwest
Corporation Retirement Plan for Non-Employee
Directors, calculated as if the director’s
service on the Board had ended as of November 2,
1998.
	 	 	 
	Stock Option Gain	 	
The difference between the stock option exercise
price and the Fair Market Value of the Common
Stock on the exercise date when the option is
exercised using the stock swap method.





	III.	 	SHARES AVAILABLE FOR AWARDS
	 
	 	 	Subject to Article VII, no more than 800,000 shares of Common Stock shall
be awarded or made subject to stock options awarded under the Plan;
provided, however, that shares subject to options granted hereunder (or
assumed hereby) that are cancelled or expire without being fully
exercised and shares used to pay the exercise price for options granted
hereunder (or assumed hereby) may again be made subject to options
granted under this Plan with no effect on the foregoing limit. Shares
awarded or 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. For purposes of this Article III,
options that are assumed from a Prior Plan shall be deemed granted
hereunder.
	 
	IV.	 	STOCK OPTION AWARD PROGRAM





	 	A.	 	Formula Award of Options.
	 
	 	 	 	Each 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 that number of
shares of Common Stock with a Fair Market



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	 	 	 	Value of $57,000 (or such other greater or lesser dollar amount, not
to exceed $150,000, as the Committee shall specify) on such date
determined in accordance with the Black-Scholes option pricing model
but rounded up to the next whole share. 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 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.
	 
	 	B.	 	Terms of Options.





	 	1.	 	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. The exercise
price shall be payable (i) entirely in cash or (ii) 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, plus an amount of cash sufficient to avoid
the purchase of a fractional share of Common Stock. 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, withholding taxes arising out
of the option exercise, if any, 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.
	 
	 	2.	 	Term and Exercisability. Except as set forth in
paragraph 3 below, options granted under the Plan shall become
fully exercisable six months after their grant date and shall
remain exercisable until the tenth anniversary of their grant
date; provided that (i) 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
until the earlier of (a) the first anniversary of the
Non-Employee Director’s death or (b) the tenth anniversary of the
option grant date and (ii) if a Non-Employee Director leaves the
Board for cause, all outstanding options granted to such
Non-Employee Director under this Plan shall immediately terminate
and be cancelled as of the date he



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	 	 	 	or she ceases to be a director. At any time during which an
option granted under the Plan is exercisable, the option may be
exercised in whole or in part.
	 
	 	3.	 	Reload Award. If while serving on the Board, a
Non-Employee Director exercises an option granted under Section A
of Article IV of the Plan (an “Original Option”) and pays the
option exercise price using Common Stock in accordance with the
terms of the Plan, 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 Section B of
Article 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 shall be granted if the Original Option is
exercised after a Non-Employee Director leaves the Board of
Directors of the Company for any reason.
	 
	 	4.	 	Transferability. No option granted under the Plan
shall be transferred or assigned other than (i) by will or the
laws of descent and distribution, (ii) to the extent required
pursuant to a domestic relations order that satisfies the
requirements of Rule 16a-12 under the Securities Exchange Act of
1934, or any successor rule, or (iii) by designation of a
beneficiary under this paragraph 4. An 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. During the lifetime of an
optionee, options granted hereunder may be exercised only by the
optionee.
	 
	 	5.	 	Tax Status of Options. 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.





	 	C.	 	Deferral of
Options.
	 
	 	 	 	A Non-Employee Director may elect, in accordance with the terms of
Article VI of the Plan, to defer receipt of Stock Option Gains
realized by exercising stock options granted pursuant to this Article
IV of the Plan using the stock swap method.





	V.	 	FORMULA STOCK AWARD PROGRAM





	 	A.	 	Formula Stock Award.
	 
	 	 	 	Commencing with the Award Date, each Non-Employee Director shall
automatically receive shares of Common Stock on such date in the
amounts (but rounded up to the



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	 	 	 	next whole share) set forth in paragraph 1, 2 or 3 below (as
applicable and subject to paragraph 4); provided, however, that if a
Non-Employee Director has not attended at least one Board meeting as a
Non-Employee Director on or before the date on which such award would
otherwise be payable, such Non-Employee Director shall instead be
eligible to receive the award provided as of the next succeeding date
such awards are payable.





	 	1.	 	Election at Annual Meeting. A Non-Employee Director
who has served as a director of the Company for at least the
entire month of April in each year and is elected to the Board by
the stockholders of the Company at the annual meeting held in
such month, or held later within such year, shall receive as of
the date of the meeting Common Stock with an aggregate Fair
Market Value of $50,000 as of the date of the annual meeting.
	 
	 	2.	 	After Annual Meeting Through September 30. A
Non-Employee Director who first joins the Board after the annual
meeting of stockholders in each year but on or before September
30 in such year shall receive as of such September 30 Common
Stock with an aggregate Fair Market Value of $50,000 as of
September 30th.
	 
	 	3.	 	October 1 Through March 31. A Non-Employee Director
who first joins the Board on or after October 1 in each year but
on or before March 31 in the following year shall receive as of
the date of the next succeeding annual meeting of stockholders
Common Stock with an aggregate Fair Market Value of $25,000 as of
such succeeding annual meeting.
	 
	 	4.	 	Adjustment to Number of Shares. The Committee may
increase (by no more than 200%) or decrease the dollar amounts
used to determine the number of shares to be granted under
paragraphs 1, 2 and 3 above.





	 	B.	 	Deferral of Awards.
	 
	 	 	 	A Non-Employee Director may elect, in accordance with the terms of
Article VI of the Plan, to defer receipt of all or a portion of the
shares of Common Stock such director has a right to receive under this
Article V of the Plan.
	 
	 	C.	 	Transferability.
	 
	 	 	 	No right to receive an award hereunder shall be transferable or
assignable other than (i) by will or the laws of descent and
distribution, (ii) to the extent required pursuant to a domestic
relations order that satisfies the requirements of Rule 16a-12 under
the Securities Exchange Act of 1934, or any successor rule, or (iii)
by designation of a beneficiary under Article VI of the Plan with
respect to shares the receipt of which has been deferred thereunder.



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	VI.	 	DEFERRAL PROGRAM





	 	A.	 	Participation.
	 
	 	 	 	In order to make a deferral under this Article VI, a Non-Employee
Director must file a Deferral Election to i) defer receipt of all or a
part of Eligible Compensation, ii) designate the year in which
distributions will commence, and iii) designate the form of
distribution (which may be made in either a lump sum or in up to 10
annual installments). A Deferral Election, once made, will be
irrevocable and will apply to the Deferral Year for which it was made.
A Non-Employee Director who files such an election shall become a
Deferral Participant and shall continue as a Deferral Participant
until the date of the last distribution provided in this Article VI.
	 
	 	B.	 	Compensation Eligible for Deferral.
	 
	 	 	 	Forms of compensation eligible for deferral include the following:





	 	1.	 	Cash Compensation. Non-Employee Directors may elect to
defer receipt of all or a portion of their Cash Compensation into
either Deferred Cash or Deferred Stock Accounts.
	 
	 	2.	 	Formula Stock Awards. Non-Employee Directors may elect
to defer all or a portion of Formula Stock Awards into Deferred
Stock Accounts.
	 
	 	3.	 	Stock Option Gains. Non-Employee Directors may elect
to defer receipt of Stock Option Gains realized by exercising
stock options using the stock swap method. Stock Option Gain
deferrals will be credited to the Deferred Stock Accounts. Gains
realized from any other method of exercising stock options are
not eligible for deferral.
	 
	 	4.	 	Retirement Conversion Amount. Non-Employee Directors
were entitled under the Prior Plan to defer the entire Retirement
Conversion Amount into a Deferred Stock Account.
	 
	 	5.	 	Other. Non-Employee Directors may elect to defer any
other compensation deemed to be Eligible Compensation by the
Board.





	 	C.	 	Deferral Elections.





	 	1.	 	Cash Compensation and Formula Stock Award Deferral
Elections. Deferral Elections must be filed with the Company
before the beginning of the year in which Eligible Compensation
is earned. A new Non-Employee Director must file a Deferral
Election within thirty days of being notified of eligibility to
participate in the Plan in order to defer Eligible Compensation
earned in the year he or she is first eligible and such election
shall apply only to Eligible Compensation earned after the date
such election is filed. New Deferral Elections must be filed for
each Deferral Year.



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	 	2.	 	Stock Option Gains Deferral Election. Deferral
Elections may be filed with the Company at any time following the
stock option grant date and at least one year before the stock
options are exercised. A new Deferral Election must be filed for
each stock option grant. The Deferral Election applies to all
gains associated with a specific grant even if options are
exercised on different dates.
	 
	 	3.	 	Retirement Conversion Award. A Deferral Election was
required under a Prior Plan to be filed no later than June 30,
1999.
	 
	 	4.	 	Designation of Beneficiary. A Deferral Participant may
designate a beneficiary on or after the date he or she files a
Deferral Election and may, from time to time, change or revoke
his or her beneficiary designation and file a new beneficiary
designation with the Company. The designation of beneficiary
will apply to all of the Deferral Participant’s Deferred Account
balances.





	 	D.	 	Deferred Accounts.





	 	1.	 	Maintenance of Accounts. A Deferred Account will be
maintained for each Deferral Participant and will be divided into
a series of sub-accounts, one for each type of Eligible
Compensation (i.e. stock or cash) and one for each year Eligible
Compensation is deferred. Each Stock Option Gain that is
deferred will be accounted for in a separate sub-account.
	 
	 	2.	 	Deferred Cash Account. Any Cash Compensation deferred
into the Deferred Cash Account will be credited to the account on
the date the Cash Compensation would have otherwise been paid.
	 
	 	3.	 	Deferred Stock Account. Any Cash Compensation, Formula
Stock Awards, Stock Option Gains, or Retirement Conversion
Amounts that are deferred into the Deferred Stock Account will
receive a credit to the Deferred Stock Account on the date the
Cash Compensation, Formula Stock Award, Retirement Conversion
Amount, or Stock Option Gain would have otherwise been paid or
realized. Cash amounts will be converted into shares of Common
Stock in the Deferred Stock Account based on the Fair Market
Value of the Common Stock as of the day the compensation would
have otherwise been paid or realized.
	 
	 	4.	 	Interest. Deferred Cash Accounts will earn Interest.
Interest will be compounded annually and will be credited on the
last day of each calendar quarter until all funds in the Deferred
Cash Account have been distributed in accordance with Section E
of this Article VI.
	 
	 	5.	 	Dividend Equivalents. Each time a dividend is paid on
the Common Stock, a Deferral Participant shall receive a credit
to his or her Deferred Stock Account. The amount of the dividend
credit shall be equal to the number of shares (rounded to the
nearest one-hundredth of a share) determine by



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	 	 	 	multiplying the dividend amount per share by the number of
shares credited to the Deferral Participant’s Deferred Stock
Account as of the record date for the dividend and dividing the
product by the Fair Market Value of the Common Stock on the
dividend payment date.
	 
	 	6.	 	Vesting. Each Deferral Participant will, at all times,
have a fully vested and non-forfeitable right to all amounts
properly credited to his or her Deferred Account.





	 	E.	 	Distribution of Deferred Accounts.





	 	1.	 	Distribution from the Deferred Cash Account. A
Deferral Participant’s deferred cash sub-accounts will be
distributed in cash. Distributions will be made in a lump sum or
in up to 10 annual installments, as specified in the Deferral
Participant’s Deferral Election, as of: i) March 1 of the first
calendar year following termination of the Deferral Participant’s
service as a Non-Employee Director, or ii) March 1 of any other
year elected by the Deferral Participant which begins at least 12
months following the year in which the deferred compensation
would otherwise have been received, or iii) July 1 of the
calendar year in which the Deferral Participant’s service as a
Non-Employee Director terminates if such termination occurs on or
before June 30; provided, however, that if July 1 installments
are elected, subsequent annual installments shall be payable as
of March 1 of each year thereafter. The amount of each
installment distribution will be equal to the total amount of the
account divided by the number of installments remaining to be
made, including the current installment.
	 
	 	2.	 	Distribution from the Deferred Stock Account. A
Deferral Participant’s deferred stock sub-accounts will be
distributed in whole shares of Common Stock. Distributions will
be made in a lump sum or in up to 10 annual installments, as
specified in the Deferral Participant’s Deferral Election, as of:
i) March 1 of the first calendar year following termination of
the Deferral Participant’s service as a Non-Employee Director, or
ii) March 1 of any other year elected by the Deferral Participant
which begins at least 12 months following the year in which the
deferred compensation would otherwise have been received, or iii)
July 1 of the calendar year in which the Deferral Participant’s
service as a Non-Employee Director terminates if such termination
occurs on or before June 30; provided, however, that if July 1
installments are elected, subsequent annual installments shall be
payable as of March 1 of each year thereafter. The amount of
each installment distribution will be equal to the total amount
of the account divided by the number of installments remaining to
be made, including the current installment, rounded up to the
nearest whole share and the whole number of shares so distributed
shall be deducted from the total amount of the account. The
final distribution will be rounded up to the nearest whole share.



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	 	3.	 	Death. If a Deferral Participant dies before receiving
all distributions to which he or she is entitled under this
Article VI of the Plan, all remaining distributions will be made
in one lump sum. Such distribution will be made in accordance
with the Deferral Participant’s Designation of Beneficiary form.
In the absence of a valid designation, or if the designated
beneficiary does not survive the Deferral Participant, the
distribution will be made to the Deferral Participant’s estate.
If any beneficiary dies after becoming entitled to receive Plan
distributions, the remaining distribution will be made to the
beneficiary’s estate.
	 
	 	4.	 	Change of Control. At the time of a Deferral Election,
a Deferral Participant may also elect to have all amounts
deferred pursuant to this Plan become payable immediately if (i)
a third person, including a “group” as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, becomes the
beneficial owner, directly or indirectly, of 25% or more of the
combined voting power of the Company’s outstanding voting
securities ordinarily having the right to vote for the election
of the directors of the Company, or (ii) individuals who
constitute the Board of the Company as of January 1, 1999
(Incumbent Board) cease for any reason to constitute at least
two-thirds thereof, provided that any person becoming a director
subsequent to said date whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of
at least three-quarters of the directors comprising the Incumbent
Board shall be, for purposes of this clause (ii), considered as
though such person were a member of the Incumbent Board. The
value of a Deferral Participant’s Deferred Stock Account,
Deferred Formula Stock Award Account and Deferred Stock Option
Gain Account for purposes of a distribution under this paragraph
4 shall be the Fair Market Value of the Common Stock for a day
selected by the Plan Administrator which occurs not more than
seven days prior to the date payment is made to the Deferral
Participant pursuant to this paragraph 4.





	 	F.	 	Unsecured Obligation.
	 
	 	 	 	All amounts deferred pursuant to this Plan and credited to a Deferred
Account will be unfunded and unsecured and subject to obligations of
the Company. Each Deferral Participant’s right will be as an
unsecured general creditor of the Company. Except as set forth in
Section G of this Article VI, no assets shall be set aside in trust or
otherwise hereunder.
	 
	 	G.	 	Trust Fund.
	 
	 	 	 	Shares of Common Stock credited to Deferred Stock Accounts under this
Plan may, in the sole discretion of the Company, be held and
administered in trust (“Trust Fund”) in accordance with the terms of
this Plan. The Trust Fund will be held under a trust agreement
between the Company and Wells Fargo Bank Minnesota, N.A., as Trustee,
or any duly appointed successor trustee. All Common Stock in the
Trust Fund will be held on a commingled basis and will be subject to
the claims of general



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	 	 	 	creditors of the Company in accordance with the requirements of
Revenue Procedure 92-65 or its successor. The Trustee, in its
discretion, will vote shares of Common Stock held in any Trust Fund
under this Plan.
	 
	 	H.	 	Transferability.
	 
	 	 	 	No right to receive a distribution hereunder shall be transferable or
assignable other than (i) by will or the laws of descent and
distribution, (ii) to the extent required pursuant to a domestic
relations order that satisfies the requirements of Rule 16a-12 under
the Securities Exchange Act of 1934, or any successor rule, or (iii)
by designation of a beneficiary under paragraph 4 of Section C. of
this Article VI.





	VII.	 	ADJUSTMENTS FOR CERTAIN CHANGES IN CAPITALIZATION
	 
	 	 	If any change is made to the Common Stock subject to the Plan or subject
to any outstanding option granted under the Plan or Formula Stock Award
(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 (i) the maximum number of shares
that may be granted under the Plan or subject to options granted under
the Plan, (ii) the number of shares and exercise price per share of
Common Stock subject to options then outstanding under the Plan, and
(iii) the number of shares credited to any Deferred Stock Account. The
grant of options or Formula Stock Awards 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 its business
or assets. Any fractional shares resulting from adjustments will be
rounded to the nearest whole share.
	 
	VIII.	 	ADMINISTRATION
	 
	 	 	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.
	 
	 	•	 	To have all other powers as may be necessary to discharge
responsibilities under the Plan.





	 	 	The Plan Administrator’s determinations shall be conclusive and binding
on all persons claiming any benefit or right under the Plan.



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	IX.	 	TERM
	 
	 	 	The Plan is effective as of the date of its approval by the Company’s
stockholders. The Plan will continue indefinitely, as it may be amended
or modified from time to time, until terminated. No options or Formula
Stock Awards may be granted under the Plan after the tenth anniversary of
its effective date. Unless earlier terminated in accordance with Article
X, the Plan will terminate when there are no longer options outstanding
hereunder.
	 
	X.	 	AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
	 
	 	 	The Plan may be amended, modified, suspended or terminated at any time by
action of the Board of Directors or the Committee. No termination,
suspension or modification of the Plan will (i) 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 or (ii)
adversely affect any benefits to which a Deferral Participant would have
been entitled under Article VI if termination of the Deferral
Participant’s service as a Non-Employee Director had occurred on the day
prior to the date such action was taken, unless agreed to by the Deferral
Participant. It will be conclusively presumed that any adjustment for
changes in capitalization provided for in Article VII does not adversely
affect any such right. Notwithstanding the above, upon termination of
the Plan, the Board or the Committee may mandate the immediate
distribution of all amounts held in Deferred Accounts.
	 
	XI.	 	MISCELLANEOUS





	 	A.	 	No Guaranty of Service.
	 
	 	 	 	Neither participation in this Plan nor the grant of any award
hereunder constitutes a guarantee or contract of service as a
Non-Employee Director.
	 
	 	B.	 	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.





12.