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                              WELLS FARGO & COMPANY
                               BENEFIT RESTORATION
                                     PROGRAM



                                                       Effective January 1, 1991


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                              WELLS FARGO & COMPANY

                           BENEFIT RESTORATION PROGRAM



                                TABLE OF CONTENTS



ARTICLE I     Definitions. . . . . . . . . . . . . . . . . . . . . .      1

ARTICLE II    Excess Defined Benefit Plan  . . . . . . . . . . . . .      3

ARTICLE III   Excess Defined Contribution Plan . . . . . . . . . . .      3

ARTICLE IV    Executive Supplemental Benefits Plan . . . . . . . . .      4

ARTICLE V     Accounts . . . . . . . . . . . . . . . . . . . . . . .      5

ARTICLE VI    Distribution of Benefits . . . . . . . . . . . . . . .      6

ARTICLE VII   Unfunded Nature of the Plan  . . . . . . . . . . . . .      7

ARTICLE VIII  Administration of the Program. . . . . . . . . . . . .      7

ARTICLE IX    Amendments and Termination . . . . . . . . . . . . . .      8

ARTICLE X     Miscellaneous. . . . . . . . . . . . . . . . . . . . .      8

SCHEDULE A     . . . . . . . . . . . . . . . . . . . . . . . . . . .      9


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                            THE WELLS FARGO & COMPANY

                           BENEFIT RESTORATION PROGRAM


          The Wells Fargo & Company Benefit Restoration Program supersedes the
Wells Fargo & Company Supplemental Benefits Plan, Executive Supplemental
Benefits Plan and Supplemental Savings Plan effective January 1, 1991.  All
accrued benefits and account balances under such prior plans shall be
transferred to and governed by the provisions of this Program effective January
1, 1991 and no person shall have any rights under any such prior plan on and
after that date.  The Program shall consist of three plans: the Excess Defined
Benefit Plan, the Excess Defined Contribution Plan and the Executive
Supplemental Benefits Plan, each of which shall constitute a separate plan for
purposes of the Employee Retirement Income Security Act of 1974, as amended.


                                    ARTICLE I

                                   DEFINITIONS

          Wherever used herein the following terms have the meanings indicated:

          1.1   "ACCOUNTS" means one or more accounts established under Article
V.

          1.2   "BENEFICIARY" means the person or persons effectively designated
by a Participant to receive benefits under the Company's Predecessor Retirement
Plan or Qualified Defined Contribution Plans.

          1.3   "BOARD OF DIRECTORS" means the Board of Directors of Wells Fargo
& Company.

          1.4   "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

          1.5   "COMMITTEE" means the committee established pursuant to Article
VIII, as constituted from time to time.

          1.6   "COMPANY" means Wells Fargo & Company and any successor to all
or a major portion of the assets or business of Wells Fargo & Company.

          1.7   "EMPLOYEE" means an employee of a Participating Company.

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          1.8   "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.


          1.9   "EXCESS DEFINED BENEFIT SUPPLEMENT" has the meaning set forth in
Article II.

          1.10  "EXCESS DEFINED CONTRIBUTION SUPPLEMENT" has the meaning set
forth in Section 3.2.

          1.11  "EXECUTIVE SUPPLEMENT" has the meaning set forth in Section 4.2.

          1.12  "MATCHING CONTRIBUTION" means a Participating Company matching
contribution (within the meaning of Section 401(m) of the Code) to a Qualified
Defined Contribution Plan.

          1.13  "PARTICIPANT" means each individual who participates in a Plan
in accordance with the terms of such Plan.

          1.14  "PARTICIPATING COMPANY" means the Company or any subsidiary or
affiliated company which is listed on Schedule A to this Plan, as revised from
time to time by the Committee or its delegate.

          1.15  "PLAN" means the Wells Fargo & Company Excess Defined Benefit
Plan, Excess Defined Contribution Plan and Executive Supplemental Benefits Plan
as set forth in this document and in any subsequent amendments.

          1.16  "PREDECESSOR RETIREMENT PLAN" means the Wells Fargo & Company
Retirement Plan as in effect for calendar years commencing prior to January 1,
1985.

          1.17  "PRE-TAX CONTRIBUTION" means an elective deferral contribution
by a Participating Company under a 401(k) feature of a Qualified Defined
Contribution Plan.

          1.18  "PROGRAM" means the Wells Fargo & Company Benefit Restoration
Program as set forth in this document and subsequent amendments.

          1.19  "QUALIFIED DEFINED CONTRIBUTION PLANS" means those defined
contribution plans maintained by the Company that are intended to qualify under
Section 401 of the Code.

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                                   ARTICLE II

                           EXCESS DEFINED BENEFIT PLAN

     Each Employee or Beneficiary whose benefits under the Predecessor
Retirement Plan were reduced under the provisions included in such plan to
comply with the dollar limitations (but not the percentage of compensation
limitations) of Section 415(b) and (e) of the Code shall be a Participant under
the Excess Defined Benefit Plan.  Each Participant shall be credited with an
"Excess Defined Benefit Supplement" equal to such reduction, payable at the same
time and in the same manner as the benefit payable to such Participant under the
annuities issued upon termination of the Predecessor Retirement Plan.

                                   ARTICLE III

                        EXCESS DEFINED CONTRIBUTION PLAN

          3.1  PARTICIPATION.  An Employee shall automatically become a
Participant in the Excess Defined Contribution Plan for any calendar year that
the Employee is eligible to receive "transition" retirement contributions under
the Company's Qualified Defined Contribution Plans and his or her Participating
Company contributions under the Qualified Defined Contribution Plans for that
year are reduced solely by reason of the provisions included in such plans to
comply with the 25 per cent of compensation limitation of Section 415 of the
Code.  Every other Employee shall be a Participant in the Excess Defined
Contribution Plan for a calendar year only if the Participant receives prior
notice from the Committee that he or she is eligible for that year.  An Employee
shall be eligible for a calendar year if the Committee determines, at such time
prior to the beginning of such year as it specifies and based on the information
then available to it, that the Employee's Participating Company contributions
under the Qualified Defined Contribution Plans for such year could be reduced by
reason of the provisions included in such plans to comply with the limitations
of Section 415 of the Code.

          3.2  EXCESS DEFINED CONTRIBUTION SUPPLEMENT.  Each Participant whose
Participating Company contributions to the Company's Qualified Defined
Contribution Plans are reduced under the Section 415 provisions of such plans
shall, subject to the provisions of Section 3.3, be credited with an "Excess
Defined Contribution Supplement" equal to the amount of such reduction.  Such
supplement shall be credited to the Participant's Accounts in accordance with
Article V at the time that the related Participating Company contributions are
made to the Qualified Defined Contribution Plans.

          3.3  LIMITATIONS ON EXCESS DEFINED CONTRIBUTION SUPPLEMENT

          (a)  PRE-TAX ELECTION.  At such time before the first day of each
calendar year and based on the information then available to it, the Committee
shall determine and notify those Participants whose maximum Pre-Tax
Contributions to the Qualified Retirement Plans for that year could be reduced
by reason of the provisions included in such plans to comply with the

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limitations of Section 415 of the Code.  Each such Participant shall be given an
irrevocable election (i) to select one single percentage of compensation to be
used in calculating all of the Pre-Tax Contributions made on his or her behalf
for the upcoming calendar year and (ii) to reduce his or her salary or wages for
such calendar year in an amount equal to the portion of the Pre-Tax Contribution
which could not be contributed to the Qualified Defined Contribution Plans under
the Section 415 provisions of such plans.  If a Participant is not so notified
or does not so elect, his or her Excess Defined Contribution Supplement for such
year shall not include any amount attributable to either Pre-Tax Contributions
that are reduced under the Section 415 provisions of the Qualified Defined
Contribution Plans or any Matching Contributions that would have been made with
respect to such Pre-Tax Contributions had they been made.

          (b)  25 PERCENT LIMITATION.  A Participant shall not receive an
"Excess Defined Contribution Supplement" for a calendar year if the
Participant's Participating Company contributions to the Qualified Defined
Contribution Plans for that year exceed the Section 415 limitations of such
plans solely due to the 25 percent of compensation limitation provisions
thereof, unless the Employee is eligible to receive "transition" retirement
contributions under the Company's Qualified Defined Contribution Plans for that
year.

          (c)  OTHER STATUTORY LIMITATIONS.  In no event shall a Participant's
Excess Defined Contribution Supplement include an amount attributable to (i) any
Pre-tax Contribution to the extent that such contribution would exceed the
limitations of Section 401(a) (17) or (30), (k) or (m) of the Code (or any
successor provision) if made to TAP or (ii) any Matching Contribution that would
either be attributable to any such excess Pre-Tax Contribution or would exceed
the limitation of Section 401(k) or (m) of the Code if made.


                                   ARTICLE IV

                      EXECUTIVE SUPPLEMENTAL BENEFITS PLAN

          4.1  PARTICIPATION.  An Employee shall become a Participant in the
Executive Supplemental Benefits Plan on the first day of the first calendar year
for which the Participant receives prior notice from the Committee that he or
she is eligible.  An Employee shall be eligible for a calendar year if the
Committee determines, at such time prior to the beginning of such year as it
specifies and based on the information then available to it, that the Employee's
Participating Company contributions under the Qualified Defined Contributions
Plans for such year either (i) could be reduced by reason of the provisions
included in such plans to comply with the limitations of Section 401(a) (17) of
the Code (relating to an indexed $200,000 compensation limit) or Section 401(a)
(30) of the Code (relating to an indexed $7,000 limit on 401(k) elective
deferrals) or (ii) would be so reduced were the limitations of Section 415 of
the Code not imposed under such plans.  An Employee shall not become a
Participant for a calendar year unless he or she was notified of eligibility by
the Committee prior to the beginning of such year, even if his or her
Participating Company Contributions for such year are reduced.

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          4.2  EXECUTIVE SUPPLEMENT.  Each Participant whose Participating
Company contributions to the Company's Qualified Defined Contribution Plans is
reduced under the Section 401(a)(17) or Section 401(a) (30) provisions of such
plans shall, subject to the provisions of Section 4.3 and the provisions
included in the Qualified Defined Contribution Plans comply with Code Section
401(k) or (m) (which are incorporated by reference in the Excess Defined
Contribution Plan), be credited with an "Executive Supplement" equal to the
amount of such reduction.  Such supplement shall be credited to the
Participant's Accounts in accordance with Article V at the time that the related
Participating Company contributions are made to the Qualified Defined
Contribution Plans.

          4.3  PRE-TAX ELECTION REQUIREMENT.  At such time before the first day
of each calendar year as the Committee shall specify, each Participant shall be
given an irrevocable election (i) to select one single percentage of
compensation to be used in calculating all of the Pre-Tax Contributions made on
his or her behalf for the upcoming calendar year and (ii) to reduce his or her
salary or wages for such calendar year in an amount equal to the portion of the
Pre-Tax Contribution which could not be contributed to the Qualified Defined
Contribution Plans under the Section 401(a) (17) or Section 401(a) (30)
provisions of such plans.  If a Participant does not so elect, his or her
Executive Supplement for such year shall not include any amount attributable to
either Pre-Tax Contributions that are reduced under the Section 40l(a) (17) and
401(a) (30) provisions of the Qualified Defined Contribution Plans or any
matching contributions that would have been made with respect to such Pre-Tax
Contributions had they been made.


                                    ARTICLE V

                                    ACCOUNTS

          5.1  (a)  PARTICIPANT ACCOUNTS.  The Committee shall establish an
Account for each Participant to which shall be credited the following:

          (i)  the Excess Defined Contribution Supplements and the Executive
Supplements of such Participant, and

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          (ii) interest on the balance of the phantom account calculated
quarterly at an annual rate equal to the sum of (i) the average annual rate for
3-year Treasury Notes for the immediately preceding calendar year and (ii) 2 per
cent, with contributions made during a quarter being credited with interest for
the portion of the quarter that the contribution is credited to a Participant's
phantom account, according to the following table:

          Semi-Monthly Pay Period
          During Quarter for Which the   Portion of Quarter for
          Contribution is Credited       Which Interest Is Credited
          ----------------------------   --------------------------

                    lst                            5/6
                    2nd                            4/6
                    3rd                            3/6
                    4th                            2/6
                    5th                            1/6
                    6th                            none

An Account shall be debited for any distributions made therefrom.  Accounts
under the Program shall be merely bookkeeping entries to assist the Committee in
determining the amount of benefits payable to a Participant under the Program.

          5.2  SUBACCOUNTING.  The Committee shall maintain separate subaccounts
for each Plan under the Program or shall maintain records sufficient to create
such subaccounts.  The Committee may, but need not, maintain separate
subaccounts under the program for some or all of the different types of employer
contributions to the Company's Qualified Defined Contribution Plans that are
supplemented under the Program.


                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

          6.1  TERMINATION OF EMPLOYMENT.  The balance of a Participant's
Accounts shall generally be distributed to the Participant in a single lump sum
as soon as practicable after the Participant terminates employment for any
reason other than death.  However, a Participant may elect at such time prior to
becoming a Participant in the Program to have his or her Accounts paid in ten
(10) annual installment payments beginning in January following termination of
Employment, unless the balance of such Accounts is less than or equal to three
thousand five hundred dollars ($3,500).  The amount of each installment will be
equal to the entire remaining balance payable to the Participant as of the
beginning of the calendar year of payment divided by the number of remaining
installments to be paid.

          6.2  DEATH.  In the event that a participant dies before distribution
of the entire balance of his or her Accounts, the remaining balance of the
Participant's Accounts will be

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distributed as soon as practicable after death to the Participant's
Beneficiaries in such percentages as the Beneficiaries are or were entitled to
the Participant's benefits under the Company's Qualified Defined Contribution
Plans.

          6.3  TRANSFER TO NON-PARTICIPATING COMPANY.  If a Participant ceases
to be an employee of a Participating Company, but becomes an employee of a
company that participates in the Company's Qualified Defined Contribution Plans
(but is not a Participating Company in this Plan), the Participant shall accrue
no further benefits under this Plan and his or her Accounts shall be immediately
distributed, unless assumed by his or her successor employer.

                                   ARTICLE VII

                         UNFUNDED NATURE OF THE PROGRAM

          The Program shall be unfunded.  The funds used for payment of benefits
under the Program and of the expenses incurred in the administration thereof
shall, until such actual payment, continue to be a part of the general funds of
each Participating Company and no person other than the Participating Company
shall, by virtue of the Program, have any interest in any such funds.  Nothing
contained herein shall be deemed to create a trust of any kind or create any
fiduciary relationship.  To the extent that any person acquires a right to
receive payments from a Participating Company under a Plan, such right shall be
no greater than the right of any unsecured general creditor of the Participating
Company.  Benefits under this Program shall not be alienated, hypothecated or
otherwise encumbered, and such benefits shall not in any way be subject to claim
by creditors or liable to attachment, execution or other process of law.

                                  ARTICLE VIII

                          ADMINISTRATION OF THE PROGRAM

          8.1  COMMITTEE.  The Program shall be administered by a Benefits
Restoration Program Committee ("Committee"), the membership of which will be
selected from time to time by the Chief Executive Officer of the Company.  The
Committee shall have the exclusive authority and responsibility for all matters
in connection with the operation and administration of the Plan.  The
Committee'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 Program; (b) authorizing the payment of all
benefits and expense of the Program as they become payable under the Program;
(c) authority to engage such legal, accounting and other professional services
as it may deem proper; (d) discretionary authority to interpret the Program; and
(e) discretionary authority to determine eligibility for benefits under the
Program and to resolve all issues of fact and law in connection with such
determination.  Decisions by the Committee shall be final and binding upon all
parties.

          8.2  ALLOCATION OF RESPONSIBILITIES.  The Committee, from time to
time, may allocate to one or more of its members or to any other person or
persons or organizations any of

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its rights, powers, and duties with respect to the operation and administration
of the Program.  Any such allocation shall be reviewed from time to time by the
Committee; shall, unless the Committee specifies otherwise, carry such
discretionary authority as the Committee possesses regarding the matter; and
shall be terminable upon such notice as the Committee, in its sole discretion,
deems reasonable and prudent under the circumstances.

          8.3  COMPENSATION AND EXPENSES.  The members of the Committee shall
serve without compensation, but all benefits payable under the Program and all
expenses properly incurred in the administration of the Program, including all
expenses properly incurred by the Committee in exercising its duties under the
Program, shall be borne by the Company.

                                   ARTICLE IX

                           AMENDMENTS AND TERMINATION

          The Board of Directors reserves the power at any time, with or without
notice, to terminate this Program or any Plan that forms a part of this Program
and  delegates to the Committee the power to otherwise amend any portion of this
Program other than this Article IX; provided, however, that no such action shall
reduce the amount accrued by any Participant or Beneficiary under the Program
prior to the date of amendment or termination.

                                    ARTICLE X

                                  MISCELLANEOUS

          10.1 HEADINGS.  The headings and subheadings of this instrument are
inserted for convenience of reference only and are not to be considered in the
construction of this Program.

          10.2 NATURE OF PLANS.  The Excess Defined Benefit Plan and the Excess
Defined Contribution Plan are intended to qualify for exemption from ERISA as
unfunded excess benefit plans under Sections 3(36) and 4(b) (5) of ERISA.  The
Executive Supplemental Benefits Plan is intended to qualify as an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of ERISA.  Each Plan shall be interpreted accordingly.

          10.3 CONSTRUCTION.  The instrument creating the Program shall be
construed, administered, and governed in all respects in accordance with the
laws of the State of California to the extent not preempted by ERISA.  If any
provision of this Program shall be held by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions shall continue to be fully
effective.

          10.4 NO EMPLOYMENT RIGHTS.  Participation in this Program does not
provide any employment rights or otherwise affect or modify the employment
relationship with the

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Company or a Participating Company.  Employment with a Participating Company has
no specified term or length and each Participating Company reserves the right to
discharge an employee with or without cause, notwithstanding any effect that
such discharge would have upon the employee's interest in this Program.

          10.5 PAYMENT AND RELEASE. Any payment to a Participant or Beneficiary
or the legal representative of either, in accordance with the terms of this
Program shall to the extent thereof be in full satisfaction of all claims such
person may have against a Participating Company hereunder, which may require
such payee, as a condition to such payment, to execute a receipt and release
therefor in such form as shall be determined by the Company.

          IN WITNESS WHEREOF, Wells Fargo & Company has caused its authorized
officers to execute this instrument in its name and on its behalf.


                                             WELLS FARGO & COMPANY

                                             By
-------------------------                       ----------------------
          date

                                             By
-------------------------                       ----------------------
          date

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                                   SCHEDULE A


The following companies are "Participating Companies" in the Wells Fargo &
Company Benefit Restoration Program:



                         Wells Fargo & Company

                         Wells Fargo Ag Credit

                         Wells Fargo Bank, N.A.

                         Wells Fargo Corporate Services, Inc.

                         Wells Fargo Credit Corporation

                         Wells Fargo Insurance Services

                         Wells Fargo Realty Advisors

                         Wells Fargo Realty Finance Corporation

                         Wells Fargo Securities, Inc.

                         Wells Fargo Securities Clearance Corporation

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