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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:
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1.
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Article I (Purpose, History and
Effective Dates): A new Section D is added to read as
follows:
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D.
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Discontinuation of Stock Option and
Formula Stock Award Programs and Expansion of Deferral
Program.
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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.
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2.
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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:
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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.
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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
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apply to
Eligible Compensation for any other Deferral Year.
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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
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