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                               WELLS FARGO & COMPANY
                             1990 DIRECTOR OPTION PLAN


I.    PURPOSE

      The purpose of this 1990 Director Option Plan (the "Plan") of Wells 
Fargo & Company (the "Company") is to encourage ownership in the Company by 
outside directors of the Company whose continued services are considered 
essential to the Company's continued progress and to provide them with a 
further incentive to continue as directors of the Company.

II.   ELIGIBILITY

      Each director of the Company is eligible to participate in the Plan, 
unless he or she is an employee of the Company or any subsidiary of the 
Company.

III.  STOCK SUBJECT TO THE PLAN

      A. CLASS.   The stock which is the subject of options granted under the 
Plan shall be the Company's authorized but unissued Common Stock, par value 
$5 per share ("Common Stock"). In connection with the issuance of shares of 
Common Stock under the Plan, the Company may repurchase shares in the open 
market or otherwise.

      B. AGGREGATE ANNUAL AMOUNT. The total number of shares subject to 
options granted under the Plan in any one calendar year shall not exceed 
20,000 shares (subject to adjustment under Section VIII).

IV.   TERMS, CONDITIONS AND FORM OF OPTIONS

      Each option granted under this Plan shall be evidenced by a written 
agreement in substantially the form attached hereto as Exhibit A, which 
agreement shall comply with and be subject to the following terms and 
conditions:

      A.   NON-STATUTORY STOCK OPTIONS. All options granted under the Plan 
shall be non-statutory options not entitled to special tax treatment under 
Section 422A of the Internal Revenue Code of 1986, as amended to date and as 
may be further amended from time to time (the "Code"),

      B.   OPTION GRANT DATES. Options shall be granted automatically on the 
date of adoption of the Plan by the Board of Directors and on the date of 
each annual meeting of the Company's stockholders ("Annual Meeting") 
beginning with the 1991 Annual

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Meeting. If, after the date of adoption of the Plan , a director first 
becomes an eligible director on a date other than an Annual Meeting, an 
option shall be granted to such director on the date that he or she first 
becomes eligible.

      C.   NUMBER OF OPTION SHARES. An option granted to an eligible director 
on the date of adoption of the Plan or the date of an Annual Meeting shall be 
an option to acquire five hundred (500) shares. The number of shares granted 
to a director on a date other than the date of an Annual Meeting shall be 
equal to forty-two (42) multiplied by the number of full months remaining 
after the date of grant and prior to the next following Annual Meeting.

      D.   TRANSFERABILITY.    Each option granted under the Plan by its 
terms shall not be transferable by the director otherwise than by will, or by 
the laws of descent and distribution, and shall be exercised during the 
lifetime of the director only by such director.

      E.   TERM OF OPTION.     Options become exercisable on the first 
anniversary of the date upon which they were granted; provided, however, that 
any option granted pursuant to the Plan shall become exercisable in full upon 
the death of the director or retirement because of total and permanent 
disability or, in the case of an option that has been outstanding for at 
least six (6) months, retirement by reason of age in accordance with Company 
policy. In no event, however, shall any option become exercisable prior to 
stockholder approval of the Plan in accordance with Article IX. Unless 
terminated earlier in accordance with the terms of the Plan, each option 
shall terminate upon the expiration of ten (10) years after such option was 
granted.

      F.   MANNER OF EXERCISE. Options may be exercised only by written 
notice to the Company at its head office accompanied by payment of the full 
consideration for the shares as to which they are exercised in one or a 
combination of the following alternative forms:

               i.   cash;

               ii.  shares of Common Stock held for at least six (6) months,
                    valued as of the exercise date; or

               iii. to the extent that such exercise would not result in a
                    violation of Section 16(b) of the Securities Exchange Act of
                    1934, by delivering a properly executed exercise notice
                    together with irrevocable instructions to a


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                    broker to promptly deliver to the Corporation the amount of
                    sale or loan proceeds to pay the option price; 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 Corporation.

      G.   TERMINATION OF DIRECTORSHIP.    All rights of a director in an 
option, to the extent that it has not been exercised, shall terminate upon 
the termination of his or her services as a director for any reason other 
than the death of the director or retirement because of age in accordance 
with Company policy or retirement because of total and permanent disability, 
In the case of such a retirement, whether by reason of disability or age, a 
director's option shall terminate three (3) years after the date of 
retirement or, if earlier, on the original expiration date of the option. The 
foregoing notwithstanding, any option granted to a director under the Plan 
and outstanding on the date of the director's death may be exercised by the 
personal representative of the director's estate or by the person or persons 
to whom the option is transferred pursuant to the director's will or in 
accordance with the laws of descent and distribution, at any time prior to 
the earlier of the three years after the date of the director's death or the 
original expiration date of such option; upon the earlier of such events the 
option shall terminate.

V.    OPTION PRICE

      The option price per share for the shares covered by each option shall 
be the fair market value of one share of Common Stock as of the date of grant 
of the option.

VI.   VALUATION OF COMMON STOCK

      For all valuation purposes under the Plan, the fair market value of a 
share of Common Stock shall be its closing price as quoted on the New York 
Stock Exchange Composite Tape, on the day immediately prior to the date in 
question. If there is no quotation available for such day, then the closing 
price on the next preceding day for which there does exist such a quotation 
shall be determinative of fair market value.

VII.  NO RIGHT TO CONTINUE AS A DIRECTOR

      Neither the Plan nor the granting of an option nor any other action 
taken pursuant to the Plan shall constitute or be evidence of any agreement 
or understanding, express or implied, that the Company will retain a director 
for any period of time, or at any particular rate of compensation.

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VIII. ADJUSTMENT TO STOCK

      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 the subject of options granted 
under the Plan in any one calendar year and the number of shares and price 
per share of stock subject to outstanding options. 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 its 
business or assets.

IX.   EFFECTIVE DATE

      The Plan shall take effect on the date of adoption by the Board of 
Directors of the Company, but no shares of Common Stock shall be issued under 
the Plan and no options granted under the Plan shall be exercisable before 
the Plan is approved by the holders of at least a majority of the 
Corporation's voting stock present or represented and voting at a duly-held 
meeting at which a quorum is present or represented. If such shareholder 
approval is not obtained, then any options previously granted under the Plan 
shall terminate and no further options shall be granted.

X.    AMENDMENT OF THE PLAN

      The Board of Directors of the Company may suspend or discontinue the 
Plan or revise or amend it in any respect whatsoever; provided that the Board 
shall not, without the approval of the Company's stockholders (i) change the 
number of shares of Common Stock which may be issued under the Plan (unless 
necessary to effect the adjustments required under Article VIII), (ii) modify 
the eligibility requirements for awards under the Plan or (iii) make any 
other change with respect to which the Board determines that shareholder 
approval is required by applicable law or regulatory standards; nor shall any 
amendment adversely affect a director's rights under any option previously 
granted without the director's consent.

XI.   USE OF PROCEEDS

      The cash proceeds received by the Company from the issuance of shares 
pursuant to options under the Plan shall be used for general corporate 
purposes.

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XII.  REGULATORY APPROVALS

The implementation of the Plan, the granting of any option under the Plan, 
and the issuance of Common Stock upon the exercise of any such option shall 
be subject to the Company's procurement of all approvals and permits required 
by regulatory authorities having jurisdiction over the Plan, the options 
granted under it or the Common Stock issued pursuant to it.

XIII. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall 
be governed by the law of the State of California and construed accordingly,

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                               WELLS FARGO & COMPANY
                             1990 DIRECTOR OPTION PLAN



                                  Amendment No. 1



      The Wells Fargo & Company 1990 Director Option Plan (the "Plan") is 
hereby amended as set forth herein, effective as of January 1. 1992:

      1.   The following sentence is added as the last sentence of Section X:

"In addition, the provisions of the plan relating to eligibility for awards 
under the Plan and the amount, type, price and timing of awards under the 
Plan shall not be amended more than once every six months, other than to 
conform to changes to the Internal Revenue Code, the Employee Retirement 
Income Security Act or the rules thereunder."

      2.   The term "Section 42211 shall be substituted for the term "Section 
422A" wherever the latter shall appear in the Plan.

      3.   Except as modified by this Amendment, all the terms and provisions 
           of the Plan shall continue in full force and effect.