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Exhibit 10(c)




	 	 	 
	

	 	WELLS FARGO BONUS PLAN







 



 



 



 



The Plan is effective January1, 2004 and supersedes the Wells Fargo Bonus Plan
effective January 1, 2000. Participants, incentive opportunities and
performance objectives shall be identified annually.



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PURPOSE OF THE PLAN




The purpose of the Wells Fargo Bonus Plan (the “Plan”) is to motivate a select
group of management, supervisory and individual contributors to achieve
superior results for Wells Fargo & Company and its subsidiaries (“Wells
Fargo”). The Plan is designed to provide Participants with incentive
compensation opportunities that focus on individual and team contributions
through the measurement of meaningful performance goals that are consistent
with Wells Fargo’s corporate and business unit objectives.



This document is comprised of three sections :




	1.	 	Plan Eligibility
	2.	 	Plan Components
	3.	 	Plan Administration





For questions related to this document, policies or the administration of the
Plan, please contact your local Human Resources representative.



PLAN ELIGIBILITY




A select group of Wells Fargo management, supervisors and individual
contributors who are in a position to control or influence business results are
eligible to participate in the Plan (“Participants”). Eligibility for
participation is determined on a case-by-case basis. Business unit managers
are responsible for identifying Participants within their business units prior
to the beginning of the Plan Year.



The intent of the Plan is to provide incentive awards to those Participants who
are not eligible for a bonus or incentive compensation under any other plan or
written agreement with Wells Fargo. Therefore, Plan Participants who
participate in any other Wells Fargo-sponsored incentive compensation plan are
not eligible to receive an award under this Plan.



A Plan Participant must be employed by Wells Fargo as of the last day of the
Plan Year in order to be eligible for an incentive award under the Plan, unless
otherwise noted below or in the Plan Administration section. There will be no
incentive opportunity for the Plan Year for those Participants who experience a
voluntary or involuntary termination before the last day of the Plan Year.
Exceptions may be made if the termination is a result of the Participant’s
retirement, death or a qualifying event under the Wells Fargo & Company Salary
Continuation Pay Plan as set forth in the leave of absence or death or
retirement policies in the Plan Administration section.



Corporate EPS (Earnings Per Share) thresholds must be met for payout to occur
under this plan. If the threshold EPS is not met, no bonuses will be earned
unless specifically authorized by the Wells Fargo Board of Directors.



For purposes of this Plan, a “Disqualifying Factor” is an event, the occurrence
of which immediately invalidates a Participant’s opportunity for an incentive
award. If a Participant’s incentive opportunity is subject to a Disqualifying
Factor and the event occurs, the Participant shall have no incentive
opportunity for that particular Plan Year. Contact your local HR
representative to identify any disqualifying events that your plan may be
subject to.



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PLAN COMPONENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Target Bonus	 	Business unit managers, working with Human Resources, shall establish an incentive opportunity for each Participant’s
position.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The incentive opportunity should be a range:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 
	 	 	•	 	 	Threshold
	 	–
	 	50% of the target bonus
	

	 	 	 	 	 	 	 	 	 	–
	 	Paid for satisfactory performance that falls short of target.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	•	 	 	Target
	 	–
	 	100% of the target bonus
	

	 	 	 	 	 	 	 	 	 	–
	 	Paid for good, commendable on plan performance.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	•	 	 	Maximum
	 	–
	 	150% of target bonus
	

	 	 	 	 	 	 	 	 	 	–
	 	Paid for performance that exceeds expectations.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Performance

Measures	 	A Performance Measure defines the action or resultant performance
expected of a Participant in a given Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Performance Measures may vary from year to year, from position to
position or from one Participant to another. Typically each Participant
should have three to five measures set by their business unit manager.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Performance Measures should be indicators of the expected:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.	 	 	 	Overall financial success at the Participant’s level or of the
Participant’s business unit
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	2.	 	 	 	Tactical, operation achievements which will contribute to the
overall success at the Participant’s level or business unit
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	and/or

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	3.	 	 	 	Major strategic milestones achieve by or on behalf of the
Participant, the Participant’s business unit or Wells Fargo
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The business unit manager is responsible for defining the Performance
Measures within the Plan. The business unit manager is encouraged to
consult with the Participant and Human Resources in identifying the
Performance Measure.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Performance measures should be established for each Participant to be
effective as of the beginning of the Plan Year. All Performance
Measures and Awards are subject to review and modification at higher
levels of the organization.







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	Performance

Measures

(continued)	 	Some characteristics of Performance measures:
	 	 	 	 	 	•	 	 	The Performance Measures should include identifiable
activities and/or results for each level of achievement. Most
MBOs should have at least three defined Performance Levels:
Threshold, Target and Maximum.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	At least one Performance Measure should have a financial
objective that is linked to overall corporate objectives.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	For Staff Participants, at least one Performance Measure
should be based on EPS.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	Where possible Participants should have at least one measure
linked to either EPS, P&L or expense management. These
measures can be set up as distinct MBOs or plan
disqualifiers/hurdles.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	More suggestions on writing good MBOs can be obtained from HR or
can be found in the Wells Fargo Bonus Plan calculator.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Measure

Weighting and

Scoring	 	While Performance Levels are designated as target, threshold and maximum, individual measures can be scored as either an all-or- nothing goal or on a scale.
	 	 	Performance Measures may be weighted equally or weighted individually to correspond with the
Participant’s accountability, strategic the and tactical priorities, and/or difficulty of achieving
the goal.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The scores for multiple Performance Measures are aggregated to determine the final award level. The
business unit manager is responsible for identifying the target, threshold and maximum Performance
Levels and the scoring guides that will be used to
calculate the Participants incentive award.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bonuses may be adjusted, regardless of financial performance, for
unsatisfactory performance on the part of the participant. This could include unsatisfactory audits,
credit problems, code of ethics issues or other unsatisfactory performance.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Award

Calculation	 	Performance shall be evaluated as soon as practicable following completion of the Plan Year. All
awards under the Plan are subject to
the following guidelines:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	Each Performance Measure is evaluated individually following
the end of the Plan Year. The Participant’s incentive award for







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	 	 	 	 	 	 	 	 	a Plan Year is determined by adding the values determined for
each Performance Measure taking into consideration any
assigned weighting. The incentive award should be consistent
with the overall Target Bonus opportunity identified for the
Participant’s position.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Award

Calculation

(continued)	 	 	 	 	•	 	 	A Participant’s award may be increased or decreased by up to
15% of its value, on a discretionary basis by the manager of
the Participant’s business unit.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	Incentive awards are based on the Participant’s base salary and
will be paid to the Participant by the end of March following
the end of the Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	•	 	 	With approval from the Plan Administrator, an incentive award
may be reduced in any amount or denied for unsatisfactory
performance. An incentive award may also be denied if a
Participant is involuntarily terminated before the date that
the Participant’s incentive award is paid.







PLAN ADMINISTRATION





	A.	 	Plan Administrator
	 
	 	 	The Plan Administrator is the Executive Vice President and Director of
Human Resources. The Plan Administrator has full discretionary
authority to administer and interpret the Plan and may, at any time,
delegate to personnel of Wells Fargo such responsibilities as he or she
considers appropriate to facilitate the day-to-day administration of
the Plan. The Plan Administrator also has the full discretionary
authority to adjust or amend a Participant’s incentive opportunity
under the Plan at any time.
	 
	 	 	Plan commitments or interpretations (oral or written) by anyone other
than the Plan Administrator or one of his/her delegates are invalid and
will have no force upon the policies and procedures set forth in this
Plan.
	 
	B.	 	Plan Year
	 
	 	 	Participant performance is measured and financial records are kept on a
“Plan Year” basis. The Plan Year is the 12- month period beginning
each January 1 and ending on the following December 31, unless the Plan
is modified, suspended or terminated.
	 
	C.	 	Disputes
	 
	 	 	If a Participant has a dispute regarding his/her incentive award under
the Plan, the Participant should attempt to resolve the dispute with
the manager of his/her business unit. If this is not successful, the
Participant should prepare a written request for review addressed to
the Participant’s Human Resources representative. The request for
review should include any facts supporting the Participant’s request as
well as any issues or comments the Participant deems




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	 	 	pertinent. The
Human Resources representative will send the Participant a written
response documenting the outcome of this review in writing no later
than 60 days following the date of the Participant’s written request.
(If additional time is necessary, the Participant shall be notified in
writing.) The
determination of this request shall be final and conclusive upon all
persons.
	 
	D.	 	Amendment or Termination
	 
	 	 	The Board of Directors of Wells Fargo & Company (the “Company”), and the
Human Resources Committee of the Board of Directors, the Company’s President,
any Vice Chairman, or the Executive Vice President of Human Resources may
amend, suspend or terminate the Plan at any time, for any reason. No
amendment, suspension or termination of the Plan shall adversely affect a
Participant’s incentive award earned under the Plan prior to the effective
date of the amendment, suspension or termination, unless otherwise agreed to
by the Participant.
	 
	E.	 	Leaves of Absence
	 
	 	 	Incentive awards payable under the Plan should be pro-rated for Participants
who go on a leave of absence provided the Participant has actively worked at
least three months during the Plan Year and some or all of the Participant’s
Performance Objective has been met. For Participants who receive notice of
a qualifying event under the Wells Fargo & Company Salary Continuation Pay
Plan, the Notice Period (as defined by that plan) should be considered in
determining whether the Participant satisfies the three- month “actively at
work” requirement. Incentive awards will be determined following the end
of the Plan Year.
	 
	F.	 	Changes in Employment Status






	1.	 	Employees hired after the beginning of the Plan Year may be eligible
to participate in the Plan. Incentive Opportunity Percentages and
Performance Objectives should be designed accordingly. Where
Performance Objectives are impractical to develop for a partial Plan
Year, eligibility should be delayed until the next Plan Year.
	 
	2.	 	If, during the Plan Year, a Participant transfers to another business
unit or receives a promotion to a new position within Wells Fargo, the
Participant’s incentive award should be pro-rated provided the
Participant met some or the entire Performance Objective prior to the
transfer or promotion. Incentive awards will be determined following
the end of the Plan Year.






	G.	 	Death or Retirement
	 
	 	 	In the event of a Participant’s death or retirement during the Plan Year,
the Participant’s incentive award should be a pro-rata share of the
anticipated final incentive award provided the Participant actively worked
for at least three months during the Plan Year and would be otherwise
eligible for an award under the terms of the plan.
	 
	H.	 	Withholding Taxes




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	 	 	Wells Fargo shall deduct from all payments under the Plan an amount
necessary to satisfy federal, state or local tax withholding requirements.
	 
	I.	 	Not an Employment Contract
	 
	 	 	The Plan is not an employment contract and participation in the Plan does
not alter a Participant’s at-will employment relationship with Wells Fargo.
Both the Participant and Wells Fargo are free to terminate their employment
relationship at any time for any reason. No rights in the Plan may be
claimed by any person whether or not he/she is selected to participate in
the Plan. No person shall acquire any right to an accounting or to examine
the books or the affairs of Wells Fargo.
	 
	J.	 	Assignment
	 
	 	 	No Participant shall have any right or power to pledge or assign any rights,
privileges, or incentive awards provided for under the Plan.
	 
	K.	 	Unsecured Obligations
	 
	 	 	Incentive awards under the Plan are unsecured obligations of the Company.
	 
	L.	 	Code of Conduct
	 
	 	 	Violation of the terms or the spirit of the Plan and/or Wells Fargo’s Code
of Ethics and Business Conduct by the Participant and/or the Participant’s
supervisor, or other serious misconduct (including, but not limited to,
gaming which is more fully discussed below), are grounds for disciplinary
action, including disqualification from further participation in the Plan
(including awards payable under the terms of the Plan) and/or immediate
termination of employment.
	 
	 	 	Participants are expected to adhere to ethical and honest business
practices. Participant who violates the spirit of the Plan by “gaming” the
system become immediately ineligible to participate in the Plan. “Gaming”
is the manipulation and/or misrepresentation of sales or sales reporting in
order to receive or attempt to receive compensation, or to meet or attempt
to meet goals.
	 
	M.	 	Pro-Rated Awards
	 
	 	 	In the event that an award needs to be pro-rated the following methodology
should be used.
	 
	 	 	The annual salary should be multiplied by the ratio of months worked
during the year by the target bonus percentage.
	 
	 	 	




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	 	 	The ratio of months worked is equal to the number of full months worked in the
qualifying position divided by 12.
	 
	 	 	E.g., a participant is transfers to another position on Nov. 1. Their salary
was $100,000 per year at the time of transfer, and they had a 10% bonus target.
They achieved all their goals at target level. Their bonus would be:
	 
	 	 	






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