Wells Fargo Bonus Plan, as amended effective January 1, 2021

Exhibit 10(b)    

The Plan is effective January 1, 2021 and replaces all previous Plans.

Contents

I.    Purpose of the plan                                            4

II.    Definitions                                                4

III.    Plan funding                                                7

IV.    Plan eligibility and qualification                                        7

A.    Eligible Roles                                                7

B.    Service Requirements                                            7

C.    Employment Status                                            8

D.    Award Qualifiers                                            8

V.    Awards                                                    9

A.    Incentive Opportunity                                            9

B.    Award Recommendation                                        9

C.    Approvals                                                10

VI.    Award payment                                                10

A.    Timing                                                10

B.    Delivery                                                10

VII.    Employment changes                                            11

A.    Leaves of absence                                            11

B.    Changes in employment status                                    11

VIII.    Plan administration                                            13

A.    Plan Administrator                                            13

B.    Payment subject to Applicable Laws and Policies                             13

C.    Disputes                                                14

D.    Overpayments                                            14

E.    Clawbacks                                                14

F.    No Employment Right                                            14

G.    Amendment or termination of the Plan                                15

H.    Assignment                                                15

I.    Unsecured Obligations                                            15

J.    Validity                                                15

K.    Withholding Taxes and Deductions                                    15

L.    Governing Language                                            16

M.    Governing Law and Jurisdiction                                    16

N.    IRS Section 409A for Participants on US-Based Payroll                            16

IX.    Appendix A - Specified jobs subject to additional award payout criteria                 17

A.    Specified Jobs                                                17

B.    Risk Performance                                             20

C.    Performance-Based Vesting Impact (Unpaid Long-Term Cash Awards)                    23

D.    Mandatory Deferral of Awards                                        23

X.    Appendix B - Identified Staff                                     24

XI.    Appendix C - Country Appendix                                     26

A. Australia                                                 26

B. Canada People’s Republic Of China (excluding Hong Kong)                         26

C. People’s Republic Of China (excluding Hong Kong)                             27

D. France                                                 28

E. Germany                                                 29

F. India                                                 30

G. India - Wells Fargo EGS (India) Solutions Private Limited                     30

H. Ireland                                                  31

I. Japan                                                 32

J. Korea                                                 32

K. Luxembourg                                             33

L. Netherlands                                             33    

M. New Zealand                                             34

N. The Philippines                                             34

O. The Philippines - Wells Fargo International Solutions - Philippines                     35

P. Sweden                                                 35

Q. Taiwan                                                 35

R. Vietnam                                                 36

S. United Arab Emirates (Dubai)                                     37

T. United Kingdom                                             37

I.Purpose of the Plan

The Wells Fargo Bonus Plan (the “Plan”) is a discretionary annual incentive plan focused on appropriate risk management, employee performance and business outcomes and is aligned with Wells Fargo’s compensation principles: Pay for performance; Promote effective risk management; Attract and retain talent.

Awards paid out under the Plan, are not included when calculating any benefits based on salary. Awards are also not a component of salary due to the Participant at the end of the Participant’s employment with Wells Fargo. An Award under this Plan is not guaranteed, and payment of an Award for one Plan Year does not guarantee the payment of an Award in any subsequent Plan Year. In addition, Awards may be eliminated or reduced at the discretion of Wells Fargo, regardless of Participant eligibility or target award opportunity.

The Country Appendix included in this document addresses regulatory or country-specific requirements. To the extent a Participant works for a Wells Fargo entity in a jurisdiction covered by the Country Appendix, or otherwise is subject to additional remuneration requirements in accordance with applicable local laws and regulations, the provisions described in the Country Appendix or any supplemental document referred to therein shall govern the application of the applicable Plan provisions to the Participant. For the avoidance of doubt, references to “Country Appendix” in this Plan include supplemental documents referred to in the Country Appendix.

II.Definitions

III.Plan funding

The HRC determines whether a bonus pool will be funded and Awards will be paid under the Plan. Establishment of the pool is not a guarantee that Awards will be paid to Participants nor does it guarantee the amount of any Award payable to an individual Participant.

IV.Plan eligibility and qualification

A.Eligible Roles

B.Service Requirements

C.Employment Status

D.Award Qualifiers

1 If a Participant has a question about the policies and procedures applicable to his/her role, the Participant should promptly contact his/her manager to understand where the Participant can find his/her group’s policies and procedures.

V.Awards

Awards under the Plan are made in the sole and absolute discretion of Wells Fargo and the Plan Administrator, with recommendations from business unit managers and approvals from senior management. There is no guarantee that an incentive of any amount will be awarded to any Participant.

A.Incentive Opportunity

a.Incentive Targets

i.Incentive targets are generally represented as a percentage of a Participant’s base salary. The minimum award opportunity is always zero.

ii.Incentive targets are defined by role and are subject to change at any time at the Company’s sole discretion.

iii.Exceptions to the defined target are only permitted with final approval of the Operating Committee Member for the Participant’s line of business and the Compensation Leader for the Participant’s line of business.

a.Pro-ration of Incentive Target

Under circumstances in which pro-ration is applied to the incentive target, it is determined based on the number of calendar months the Participant worked in an eligible role during the Plan Year. A calendar month is credited when one of two things occur:

•Participant works from the 1st through the 15th of month; or

•Participant starts on or before the 15th of a month and works through the end of the month.

B.Award Recommendation

The Participant’s manager is responsible for determining whether the Participant has met the Award Qualifiers and other terms of the Plan, prior to providing an incentive recommendation. The incentive recommendation should be primarily based on an evaluation of the performance of the Participant and in consideration of the performance of the line of business and the Company.

C.Approvals

Award recommendations are subject to review and approval through the management hierarchy. Management may modify or deny the initial recommendation. Operating Committee Members must approve the aggregate value of Awards for that business upon the conclusion of the annual review cycle performed by the Participant’s line of business. Awards for Executive Officers are reviewed and approved by the Board of Directors, HRC, or Wells Fargo Chief Executive Officer as required by charter and policy.

Individual Participant Award corrections and any changes resulting from the dispute review process that occur at a later date may be approved solely by the Head of Total Rewards Governance, Compensation Design & Delivery with the exception of those for Participants that are under the governance of the Board of Directors, HRC, or Wells Fargo Chief Executive Officer.

a.Without limiting the discretion of Wells Fargo or the Plan Administrator, a Participant’s incentive recommendation that is over 150% of target is subject to the Participant’s Award being approved by the Operating Committee Member for the Participant’s line of business and the Plan Administrator.

b.Notwithstanding the foregoing, Awards to Executive Officers are subject to the approval of the HRC.

VI.Award payment

A.Timing

a.US Participants

Awards for US Participants will be paid no later than two and one-half months into the calendar year following the end of the Plan Year.

b.International Participants

Awards for International Participants will be paid no later than the regularly scheduled payroll for the month of March of the calendar year following the end of the Plan Year, unless otherwise specified in the Country Appendix covering the Participant.

The determination of a Participant’s eligibility for, and payment of, an Award may be delayed if there is a formal investigation or review of the Participant’s conduct in progress on the Award Payment Date, the outcome of which may be dispositive of whether the Participant has met the Award Qualifiers, until such time that a decision that the Participant has met the Award Qualifiers and a final evaluation of the Participant’s performance is made.

i.Delivery

Awards may be paid in the form of short-term cash or long-term Awards (cash or equity), or a combination thereof, at the HRC’s discretion, at the discretion of the Plan Administrator, or as required by applicable law, regulation or guidance. To the extent all or a portion of an Award is paid in the form of an equity-based Award under the LTICP, the equity-based Award is subject to the approval of and to terms and conditions as approved by the HRC in accordance with the provisions of the LTICP and as reflected in the applicable Award agreement. To the extent all or a portion of an Award is paid in the form of long-term cash, it will be provided under the LTCAP, subject to such terms and conditions of the appropriate LTCAP and as reflected in the applicable Award agreement.

For International Participants, any cash Awards are determined and paid in local currency unless determined otherwise by the Company in its discretion. The exchange rate conversion to local currency will be determined at the complete discretion of Wells Fargo.

VII.Employment changes

A.Leaves of absence

When determining the Award for a Participant who is or was on leave during the Plan Year, the manager should take into consideration the Participant’s achievements and contributions to the team and business over the Performance Period.

B.Changes in employment status

a.Transfers

The following applies for a Participant who transitions between eligible and not eligible roles under the Plan. This applies to both non-eligible jobs and jobs that are eligible for other incentive plans.

•The Participant must meet the criteria set forth in Section IV; and

•The incentive target opportunity is pro-rated based on the number of calendar months the Participant was in the Plan-eligible role.

The following applies for a Participant who transitions between two or more eligible roles under the Plan:

•The Participant must meet the criteria set forth in Section IV; and

•The Participant’s incentive target opportunity would be reflective of the Incentive Targets for each eligible role and pro-rated based on time spent in each role.

In any situation in which the role transition involves a change in reporting manager, the current manager is responsible for making the Award recommendation and should consult with the former manager on the recommendation whenever possible.

b.Terminations – US Participants

A Participant whose employment is terminated prior to the Award Payment Date is not eligible to participate in the Plan, unless otherwise noted below. Other eligibility and service requirements as set forth in Section IV unrelated to employment status on Award Payment Date must be met. Award recommendations for a Participant whose employment is terminated under the following events will follow the normal course of payment timing and be based on Plan funding, target opportunity and pro-rated by the number of months worked during the Plan Year prior to termination.

i.Retirement

A Participant who retires prior to the Award Payment Date may be considered for an Award.

ii.Displacements

A Participant who receives notice of a qualifying event under the Wells Fargo & Company Salary Continuation Pay Plan (“SCP Plan”) and whose position is eliminated prior to the Award Payment Date, may be considered for an Award. The Notice Period (as defined by the SCP Plan) is applied to the determination of both the Service Requirement and pro-ration calculation. The non-working portion of the Notice Period may not be considered to satisfy the “actively at work” requirement.

iii.Corporate Transactions

In the event of an involuntary termination due to a Corporate Transaction prior to the Award Payment Date, a Participant may be considered for an Award.

iv.Death

In the event of a Participant’s death, prior to the Award Payment Date, the Participant may be considered for an Award.

c.Terminations - International Participants

If a Participant is serving out a notice period (whether given by Wells Fargo or the Participant for any reason whatsoever) on the Award Payment Date or is otherwise no longer employed on the Award Payment Date, the Participant shall not be eligible to be considered for an Award.

However, if the reason for the Participant’s cessation of employment is a “Good Leaver Event”, then despite the Participant not being employed on the Award Payment Date, or serving out a period of notice, the Participant may be considered for a pro-rated Award.

i.“Good Leaver Events”

ii.Corporate Transactions

In the event of an involuntary termination due to a Corporate Transaction during the Plan Year or prior to the Award Payment Date, a Participant may be considered for an Award.

iii.Death

In the event of a Participant’s death, the Participant may be considered for an Award. For the avoidance of doubt, this provision does not give rise to any contractual right to receive an Award.

VIII.Plan administration

A.Plan Administrator

In the event of any conflict between the Plan and oral or written communications, summaries, or overviews of, the Plan, the specific terms of this Plan or any official amendments to this Plan will control.

B.Payments subject to Applicable Laws and Policies

C.Disputes

b.An International Participant should attempt to resolve the dispute with the manager of their business unit. If this is not successful, the Participant should refer to the local grievance or dispute resolution procedure applicable to other employment-related grievances at the Participant’s work location. If a formal grievance or dispute resolution procedure does not exist at the Participant’s work location, the Participant should prepare a written request for review addressed to the Participant’s Human Resources representative and the Plan Administrator within 60 days following the date on which the Award was paid (or would have been paid under the terms of the Plan). The request for review should include any facts supporting the Participant’s request as well as any issues or comments the Participant deems pertinent. The Plan Administrator, or his/her delegate, sends a written response documenting the outcome of this review to the Participant no later than 60 days following the date of the Participant’s written request. (If additional time is necessary, the Participant will be notified in writing.) The determination of this request will be final and conclusive upon all persons.

D.Overpayments

E.Clawbacks

All Awards granted under this Plan shall be subject to any applicable reduction, recoupment, cancellation, malus or clawback policies, practices or provisions of the Company and its Affiliates, as in effect from time to time, and any applicable reduction, recoupment, cancellation, malus or clawback requirements imposed under Applicable Laws and Policies.

F.No Employment Right

b.International Participants: Despite participation in the Plan, a Participant’s employment relationship with Wells Fargo may be terminated at any time in accordance with the Participant’s employment contract, applicable policies and rules at the Participant’s work location, and subject to applicable law. The Plan does not form part of a Participant’s contract of employment, unless otherwise required by applicable laws.

G.Amendment or termination of the Plan

The Board of Directors of Wells Fargo & Company or the HRC may amend, suspend or terminate the Plan or any incentive opportunity or Award recommendation at any time, for any reason. The Plan Administrator may amend the Plan to the extent consistent with its authority to administer Plan under Section VIII, A, including to revise any country-specific Appendix to comply with the laws governing the jurisdiction under which a Participant subject to such Appendix is located. The Plan Administrator will consult with such control function partners as appropriate in connection with any such amendment.

H.Assignment

No Participant has any right or power to pledge or assign any rights, privileges, or Awards provided for under the Plan unless the Plan provides that Awards may be allocated to certain eligible recipients.

I.Unsecured Obligations

J.Validity

K.Withholding Taxes and Deductions

L.Governing Language

M.Governing Law and Jurisdiction

N.IRS Section 409A for Participants on US-Based Payroll

IX.Appendix. A - Specified jobs subject to additional award payout criteria

Notwithstanding other language in the Plan to the contrary, Participants within the Plan that are in specified jobs in Commercial Banking and Corporate & Investment Banking, Investment Portfolio, and Renewable Energy & Environmental Finance (REEF) are subject to risk performance criteria, performance-based vesting, and mandatory deferrals of Awards as described herein:

A.Specified Jobs

Specified jobs in the Plan may be added, removed, or revised throughout the Plan Year at the discretion of the Plan Administrator, in consultation with control function partners, as appropriate.

B.Risk Performance

i.Credit Risk: Any credit-related loss in a Performance Period that is greater than an amount designated by the Head of Commercial Credit for the Participant’s business unit.

a)Losses may be evaluated on the basis of a particular obligor, single transaction or other similar criteria as determined by the Head of Commercial Credit for the Performance Period.

b)Review of Participants who are not managers will be based on their loan portfolio/client relationships.

c)Review of Participants who are managers will be based on both their personal portfolio and their team’s portfolio.

i.Credit Risk: Any credit-related loss in a Performance Period that is greater than an amount designated by the Head of Commercial Credit for the Participant’s business unit.

a)Losses may be evaluated on the basis of a particular obligor, single transaction or other similar criteria as determined by the Chief Investment Officer – WF and/or Head of Commercial Credit for the Performance Period.

b)Review of Participants who are not managers will be based on their investments/loan portfolio/client relationships.

c)Review of Participants who are managers will be based on both their personal portfolio and their team’s portfolio.

ii.Substantial or repeated deviation from the approved risk mandates.

iii.Any trading loss and/or Market Incident deemed material and/or resulted in less than expected performance outcomes (see table below in Section IX, C). The loss limits and Market Incident triggers are established for applicable roles by Corporate Market Risk.

iv.Deliberate or repeated improper marking of positions.

v.Restatement of prior results

vi.Material infractions in the areas of financial crimes, operational risk, or regulatory compliance or related losses.

vii.Substantial, intentional or repeated violation of financial crimes, operational risk, or regulatory compliance policies and/or requirements for the Participant’s position.

e.Participants in specified jobs in Renewable Energy & Environmental Finance (REEF) only: The extent/degree of the actual credit-related losses, and/or financial crimes, operational risk, or regulatory compliance infractions that could impact the final incentive Award and also trigger a Performance-Based Vesting review applicable to unpaid incentive-related long-term cash Awards include, but are not limited to the following circumstances:

a)Losses may be evaluated on the basis of a particular obligor, single transaction or other similar criteria as determined by the Head of Commercial Credit for the Performance Period.

b)Review of Participants who are not managers will be based on their investments/loan portfolio/client relationships.

c)Review of Participants who are managers will be based on both their personal portfolio and their team’s portfolio.

f.Performance evaluation and compensation impacts will be determined in accordance with applicable policies, procedures, and year-end guidance for each Participant involved in a credit-related loss or financial crimes, operational risk, or regulatory compliance risk infraction. Market Incidents will also be considered in the determination for Participants in specified jobs in Investment Portfolio.

C.Performance-Based Vesting Impact (Unpaid Long-Term Cash Awards)

Plan Participants identified as being in specified jobs subject to a mandatory deferral of incentive Awards, will be provided applicable terms and conditions, including Award deferral schedules and the payment vehicles used to deliver the Awards, in a separate document.

X.Appendix B - Identified Staff

This Appendix B (which is also a Country Appendix for the purposes of the Plan) applies to all Participants regardless of the country in which they are employed by an Employer.

If a Participant is CRD Identified Staff, IFD/IFR/IFPR Identified Staff or AIFMD/UCITS Identified Staff, the Participant’s eligibility for an incentive will be governed by, and subject to, the terms and conditions of the Plan, and any other conditions and restrictions imposed under any applicable law, rules and regulations. The form of any Award under the Plan and payout terms and conditions will be governed by the Identified Staff Incentive Payout Structure, a document that supplements the Plan and only applies to Awards granted to CRD Identified Staff, IFD/IFR/IFPR Identified Staff and AIFMD/UCITS Identified Staff Participants.

For purposes of this Appendix B, the following definitions shall apply:

1.CRD means Directive 2013/36/EU of the European Parliament and the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms as amended by Directive (EU) 2019/878 of the European Parliament and the Council of 20 May 2019, and all associated directives, regulations and implementing legislation, rules or guidance, in each case as amended or replaced from time to time.

2.IFR means Regulation 2019/2033 of the European Parliament and Council of 27 November 2019 on the prudential requirements of investment firms and IFD means Directive 2019/2034 of the European Parliament and Council of 27 November 2019 on the prudential supervision of investment firms and all associated directives, regulations and implementing legislation, rules or guidance, in each case as amended or replaced from time to time, including the Investment Firms Prudential Rules of the Financial Conduct Authority in the UK (IFPR).

3.AIFMD means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and all associated directives, regulations and implementing legislation, rules or guidance, in each case as amended or replaced from time to time.

4.UCITS means Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities and amending Directive 2014/91/EU, and all associated directives, regulations and implementing legislation, rules or guidance, in each case as amended or replaced from time to time.

5.CRD Identified Staff means all Code Staff and any other Participants who have been classified as Identified Staff for the purposes of CRD.

6.IFD/IFR/IFPR Identified Staff means all Participants who have been classified as Identified Staff for the purposes of IFD/IFR/IFPR.

7.AIFMD/UCITS Identified Staff means all Participants who have been classified as Identified Staff for the purposes of AIFMD and/or UCITS.

8.Code Staff means a Participant who has been classified as Code Staff for the purposes of the Financial Conduct Authority dual-regulated firms’ remuneration code, the Financial Conduct Authority IFPRU remuneration code and/or the Prudential Regulation Authority remuneration rules as applicable, each as amended from time to time or any other code or rules issued by a UK regulator.

XI.Appendix C - Country Appendix

A.Australia

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Australia.

For all Participants covered by this Country Appendix:

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

B.Canada

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Canada.

The following shall be added to Sub-item i:

Subject to applicable employment or labour standards legislation, a Participant whose employment is terminated without cause in circumstances in which the termination does not qualify as a Good Leaver Event will not be entitled to an Award or payment in lieu thereof for the number of completed months the Participant worked during the Plan Year.

Other than as expressly required by applicable employment or labour standards legislation, there shall be no Award or payment in lieu thereof paid to a Participant in respect of or attributable to any period of common law or civil law reasonable notice, or any period of contractual termination notice or payment in lieu thereof, to which a Participant might be entitled.

The paragraph shall be deleted and replaced with the following:

To the extent that this Plan or any other document related to this Plan is made available in French and English versions for the Province of Quebec, should there be any difference in interpretation, the French version will prevail.

For Participants in the Province of Quebec, Canada/ Pour les participants de la Province de Québec, Canada:

The Participant acknowledges that s/he has an option of requesting this document in French but has freely chosen to receive it in its English version. Le(la) participant(e) reconnait qu’il(elle) a eu le choix de

demander ce document, et tout document y afférent, en français, mais qu’il(elle) a librement choisi de les recevoir en leur version anglaise.

C.People’s Republic of China (excluding Hong Kong)

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are located in the People’s Republic of China.

The definition of “Cause” under clause 3.1(a) is replaced in its entirety as follows:

Cause means the termination of the Participant’s employment in circumstances involving one or more of the following:

a)the continued failure or refusal of the Participant to perform satisfactorily any duties reasonably required of the Participant, after written notification by the Company or an affiliated company, and the failure of the Employee within thirty (30) calendar days of such notification to correct such breach, failure or refusal (other than failure by reason of incapacity due to physical or mental illness); or

b)the commission of any fraud, misappropriation, embezzlement or other dishonest act that makes the Participant ineligible for coverage under the Company’s fidelity bond or otherwise makes the Participant ineligible for continued employment; or

c)any act of gross insubordination or wilful misconduct; or

d)reporting to work under the influence of alcohol, narcotics or unlawful controlled substances, any violation of the Company’s employment policies or procedures including but not limited to the Code of Ethics and Business Conduct, Information Security Policy or Compliance Program Policy and Risk Management Accountability Policy; or

e)conviction of a criminal offense, including but not limited to an offense involving a dishonest or fraudulent act, or conduct in violation of law or conduct that would constitute a basis for criminal conviction involving moral turpitude that makes the Participant ineligible for coverage under the Company’s fidelity bond or otherwise makes the Employee ineligible for continued employment; or

f)violation of any securities or commodities laws, any rules or regulations pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Company is a member, or violation of any similar law, regulation, ordinance or licensing requirement applicable to employees of financial institutions; or conduct that may reasonably be expected to have an adverse effect on the on the financial interest or business reputation of the Company or an affiliated company; or

g)serious violation of Company rules or corporate policies; or

h)any other statutory reasons for a summary dismissal under applicable laws and regulations.

The foregoing does not represent a complete list of all acts or omissions that may constitute grounds for a termination for Cause. The Plan Administrator will have the sole discretion to determine whether a particular individual’s employment has been terminated for Cause, and its determination will be final and binding upon the Company and that individual.

Paragraph 1 is replaced in its entirety as follows:

1.Retirement, solely for purposes of eligibility for consideration of a pro-rata Award under this Plan, means the Participant’s termination of employment for a reason other than Cause.

Paragraph 2 is replaced in its entirety as follows:

2.Injury, ill-health or disability causing the Participant to be unable to return to work after the Participant’s medical treatment period has already expired.

D.France

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in France.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

The following paragraph shall be added to this section of the Plan:

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)is guilty of gross misconduct, gross negligence, a material failure of risk management by the Participant or the business unit in which the Participant manages or performs services, or is in material breach of one of the terms of the Participant’s employment, including, but not limited to, engaging in prohibited conduct which is listed as grounds for summary dismissal;

h)is guilty of any material breach of the Company’s Personal Account Dealing Policy, its Code of Ethics and Business Conduct, its Risk Management Accountability Policy, its Anti-Corruption Policy or its Information Security Policy from time to time in force;

i)infringes any rules or regulations imposed by any regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties;

j)fails, due to fault and/or neglect on the Participant’s part, to possess any qualification or meet any condition or requirement laid down by any applicable regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties by legislation including, but not limited to, a financial regulator or fidelity bond requirements or fails due to fault and/or neglect on the Participant’s part to pass such regulatory exams as prescribed by the Company from time to time;

k)acts in a way which in the reasonable view of the Company’s management, may bring the Company into disrepute, whether or not such act is directly related to the affairs of the Company;

l)becomes bankrupt or makes any composition or enters into any deed of arrangement with the Participant’s creditors;

m)engages in any way whatsoever in "Regulated Activities" (being services of a financial or investment nature including but not limited to performing controlled functions) when the Participant is not registered as an approved person by the relevant regulator to do so, or the Participant fails to complete, if necessary, the fit and proper questionnaire for the relevant regulator; or the Participant otherwise adversely affects the Company’s continued authorization to engage in Regulated Activities and/or the Participant’s, if applicable, continued registration as an approved person; or

n)is guilty of any act or omission which would, whether under the Participant’s contract of employment or applicable local law, entitle the Participant’s employing entity to terminate the employment of the Participant summarily.

The following shall be added:

"Participants who are located in France acknowledge the following in writing:

“You further acknowledge that it is your express wish that the Plan, as well as all documents, notices or summaries relating to the Plan be drawn up in English."

"Vous reconnaissez également que le Régime, ainsi que tous les documents, avis ou résumés s'y rapportant ont été rédigés en langue anglaise à votre demande expresse."

E.Germany

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Germany.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

The following paragraph shall be added to this section of the Plan:

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)is guilty of gross misconduct, gross negligence, a material failure of risk management by the Participant or the business unit in which the Participant manages or performs services, or is in material breach of one of the terms of the Participant’s employment, including, but not limited to, engaging in prohibited conduct which is listed as grounds for summary dismissal;

h)is guilty of any material breach of the Company’s Personal Account Dealing Policy, its Code of Ethics and Business Conduct, its Risk Management Accountability Policy, its Anti-Corruption Policy or its Information Security Policy from time to time in force;

i)infringes any rules or regulations imposed by any regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties;

j)fails, due to fault and/or neglect on the Participant’s part, to possess any qualification or meet any condition or requirement laid down by any applicable regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties by legislation including, but not limited to, a financial regulator or fidelity bond requirements or fails due to fault and/or neglect on the Participant’s part to pass such regulatory exams as prescribed by the Company from time to time;

k)acts in a way which in the reasonable view of the Company’s management, may bring the Company into disrepute, whether or not such act is directly related to the affairs of the Company;

l)becomes bankrupt or makes any composition or enters into any deed of arrangement with the Participant’s creditors;

m)engages in any way whatsoever in "Regulated Activities" (being services of a financial or investment nature including but not limited to performing controlled functions) when the Participant is not registered as an approved person by the relevant regulator to do so, or the Participant fails to complete, if necessary, the fit and proper questionnaire for the relevant regulator; or the Participant otherwise adversely affects the Company’s continued authorization to engage in Regulated Activities and/or the Participant’s, if applicable, continued registration as an approved person; or

n)is guilty of any act or omission which would, whether under the Participant’s contract of employment or applicable local law, entitle the Participant’s employing entity to terminate the employment of the Participant summarily.

F.India

Notwithstanding other language in the Plan to the contrary, the following statement shall apply in interpreting the provisions of the Plan for any Participant employed by an Employer in India:

Any reference to ‘bonus’ or ‘incentive’ or ‘Award’ in the Plan shall be read and construed as meaning an incentive payment that a Participant may be eligible to receive subject to the terms of the Plan. For the avoidance of doubt, a reference to ‘bonus’ or ‘incentive’ or ‘Award’ in the Plan is not indicative of any entitlement or potential entitlement to a profit-based bonus under the Payment of Bonus Act 1965, as amended, or any other applicable laws or regulations.

G.India – Wells Fargo International Solutions Private Limited

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by Wells Fargo International Solutions Private Limited.

This part is amended as follows:

The Wells Fargo India Board, Wells Fargo India Managing Director, and the Head of Finance Shared Services Group must approve the aggregate value of Awards for Wells Fargo India.

a.Without limiting the discretion of Wells Fargo or the Plan Administrator, a Participant’s incentive recommendation that is over 150% of target is subject to the Participant’s Award being approved by the Wells Fargo India HR Business Partner Leader, the Head of Finance Shared Services Group and the Plan Administrator.

b.Notwithstanding the foregoing, Awards to Executive Officers are subject to the approval of the HRC.

H.Ireland

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Ireland.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

The following paragraph shall be added to this section of the Plan:

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)is guilty of gross misconduct, gross negligence, a material failure of risk management by the Participant or the business unit in which the Participant manages or performs services, or is in material breach of one of the terms of the Participant’s employment, including, but not limited to, engaging in prohibited conduct which is listed as grounds for summary dismissal;

h)is guilty of any material breach of the Company’s Personal Account Dealing Policy, its Code of Ethics and Business Conduct, its Risk Management Accountability Policy, its Anti-Corruption Policy or its Information Security Policy from time to time in force;

i)infringes any rules or regulations imposed by any regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties;

j)fails, due to fault and/or neglect on the Participant’s part, to possess any qualification or meet any condition or requirement laid down by any applicable regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties by legislation including, but not limited to, a financial regulator or fidelity bond requirements or fails due to fault and/or neglect on the Participant’s part to pass such regulatory exams as prescribed by the Company from time to time;

k)acts in a way which in the reasonable view of the Company’s management, may bring the Company into disrepute, whether or not such act is directly related to the affairs of the Company;

l)becomes bankrupt or makes any composition or enters into any deed of arrangement with the Participant’s creditors;

m)engages in any way whatsoever in "Regulated Activities" (being services of a financial or investment nature including but not limited to performing controlled functions) when the Participant is not registered as an approved person by the relevant regulator to do so, or the Participant fails to complete, if necessary, the fit and proper questionnaire for the relevant regulator; or the Participant otherwise adversely affects the Company’s continued authorization to engage in Regulated Activities and/or the Participant’s, if applicable, continued registration as an approved person; or

n)is guilty of any act or omission which would, whether under the Participant’s contract of employment or applicable local law, entitle the Participant’s employing entity to terminate the employment of the Participant summarily.

I.Japan

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Japan.

The applicable definition of “Cause” referred to in this section shall be supplemented as follows:

g)the Participant neglects or fails (otherwise than by reason of accident or ill health), or refuses to carry out the lawful instructions of the Company, within the scope of the duties required of the Participant; or

h)the Participant commits any act of discrimination or harassment; or

i)the Participant is absent from work without justifiable excuse for a continuous period of fifteen calendar days or more; or

j)the Participant is found to have falsified, omitted or provided inaccurate information to the Company or its vendors during the background check process; or

k)the Participant is declared bankrupt, becomes insolvent or enters into an arrangement with creditors; or

l)there are any other grounds considered reasonable under the Labor Standards Act.

Capitalized terms (other than “Participant”) are defined in the Participant’s employment agreement.

J.Korea

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Korea.

The applicable definition of “Cause” referred to in this section shall be supplemented as follows:

g)there is a decision on dismissal by the Disciplinary Action Committee for intentional or serious mistakes made on a critical job;

h)the Participant obtains employment by misrepresenting any important fact in the documents submitted or information given to the Company such as name, age, education and employment history, etc. or while Participant misrepresents their position within the Company;

i)the Participant misuses their title or job to pursue their own interest;

j)the Participant is absent without permission and/or proper communication with the Company for a continuous period of three (3) days or for a total of six (6) days in any one calendar year period;

k)the Participant misuses the funds, machinery, instruments, facilities or any other property of the Company in order to pursue his or her own interest;

l)the Participant engages in other business without approval from the Company ;

m)the Participant possesses, transfers, purchases, sells or uses any controlled substances without obtaining a valid written medical or pharmaceutical prescription;

n)the Participant possesses or uses firearms or other potentially lethal weapons;

o)the Participant engages in any illegal labor dispute activity or other illegal collective action;

p)the Participant alters or falsifies Company documents;

q)the Participant, intentionally or by gross negligence, causes substantial damage to the Company;

r)the Participant deliberately obstructs Wells Fargo’s normal business;

s)the Participant holds a meeting, posts or distributes written materials, or conducts any other similar activities within Wells Fargo premises in breach of the Company’s applicable policies and/or without the Company’s advance permission;

t)the Participant carries out political activities in the work place or other facilities of Wells Fargo;

u)for any other ground permitted under the Labor Standards Act.

Capitalized terms (other than “Participant”) are defined in the Participant’s employment agreement.

K.Luxembourg

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Luxembourg.

Paragraph 1. is replaced as follows:

L.Netherlands

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in the Netherlands.

The definition of retirement is amended as follows:

Solely for purposes of eligibility for consideration of a pro-rata Award under this Plan, Retirement means the Participant’s termination of employment for a reason other than Cause on or after reaching the state pension age (AOW ̵ gerechtigde leeftijd).

The following paragraph shall be added to this section of the Plan:

5.where the Participant was employed under a fixed-term contract, the expiry of the fixed-term, save if, in the view of Wells Fargo or the affiliated company, s/he has been offered reasonable alternative employment or if their employment is terminated without Cause in circumstances other than the expiry of the fixed-term.

M.New Zealand

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in New Zealand.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

N.The Philippines

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in The Philippines.

A “Good Leaver Event” means that the Participant has ceased to be an employee of Wells Fargo or an affiliate by reason of:

1.Retirement (which means the Participant’s termination of employment for a reason other than Just Cause subject to any of the following conditions: (i) age 50 with 10 completed years of service, or (ii) age 60 with 5 completed years of service, or (iii) age 65 with one full year of service. For purposes of this definition, a Participant is credited with one year of service after completion of 6 months of continuous employment with the Company or an affiliated company as determined by the Company); or

2.“Authorized Causes” as defined under the Labor Code of the Philippines, such as,

i.Installation of labor saving devices;

ii.Closure of establishment;

iii.Reduction of personnel due to:

a.Redundancy; or

b.Retrenchment to prevent losses; and

iv.Termination due to disease.

The applicable definition of “Cause” referred to in this section is supplemented as follows:

Cause refers to “Just Cause” and shall include, but shall not be limited to, the termination of the Participant’s employment due to:

g)the Participant commits any act of discrimination or harassment; or

h)the Participant engages in any civil wrong or conduct of a criminal nature (including but not limited to assault, theft and fraud) or any other conduct which in the reasonable opinion of the Company may seriously impact on the Participant's ability to perform the duties of the Position or is likely to significantly damage the reputation or business of the Company; or

i)any other ground considered just cause under the Labor Code or other applicable law.

Capitalized terms (other than “Participant”) are defined in the Participant’s employment agreement.

O.The Philippines – Wells Fargo International Solutions LLC - Philippines

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by Wells Fargo International Solutions, LLC-Philippines.

Section V, C is amended as follows:

The Wells Fargo Philippines Board, Managing Director, and the Head of Finance Shared Services Group must approve the aggregate value of Awards for Wells Fargo Philippines.

a.Without limiting the discretion of Wells Fargo or the Plan Administrator, a Participant’s incentive recommendation that is over 150% of target is subject to the Participant’s Award being approved by the Wells Fargo Philippines HR Business Partner Leader, the Head of Finance Shared Services Group and the Plan Administrator.

b.Notwithstanding the foregoing, Awards to Executive Officers are subject to the approval of the HRC.

P.Sweden

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Sweden.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

Q.Taiwan

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Taiwan.

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)misrepresents any fact at the time of signing a labor contract in a manner which might mislead the Company and thus caused the Company to sustain damage therefrom;

h)commits a violent act against or grossly insults the Company or agent of the Company, or a fellow worker;

i)has been sentenced to temporary imprisonment in a final and conclusive judgment, and is not granted a suspended sentence or permitted to commute the sentence to payment of a fine.

j)is, without good cause, absent from work for three consecutive days, or for a total six days in any month;

k)commits an act or omission for which, in the Company’s opinion, the Participant’s employment can be terminated without notice or payment in lieu in accordance with the Labor Standards Act of Taiwan.

Paragraph 4 is replaced in its entirety with the following:

4.Layoff (i.e., where the Participant's employment was terminated due to one of the following situations:

a.The Company's businesses are suspended, or have been transferred;

b.The Company's businesses suffer an operating losses, or business contractions;

c.Where force majeure necessitates the suspension of business for more than one month; and / or

d.Where the change of the nature of business necessitates the reduction of workforce and the Participant cannot be reassigned to other suitable positions.)

R.Vietnam

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in Vietnam:

Paragraph 1. is replaced as follows

1.Retirement, which means, solely for the purposes of eligibility for consideration of a pro-rata Award under this Plan, the Participant’s termination of employment for a reason other than Cause,.

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)the continued failure or refusal of the Participant to perform satisfactorily any duties reasonably required of the Participant, after at least two written notifications by the Company or an affiliated company; or

h)any violation of the Company’s employment policies or procedures including but not limited to the Code of Ethics and Business Conduct, Information Security Policy or Compliance and Risk Management Accountability Policy, Internal Labor Regulations that are subject to dismissal under the Vietnamese labor law and/or the Company's Internal Labor Regulations; or

S.United Arab Emirates (Dubai)

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in the United Arab Emirates.

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)is guilty of gross misconduct, gross negligence, a material failure of risk management by the Participant or the business unit in which the Participant manages or performs services, or is in material breach of one of the terms of the Participant’s employment, including, but not limited to, engaging in prohibited conduct which is listed as grounds for summary dismissal;

h)is guilty of any material breach of the Company’s Personal Account Dealing Policy, its Code of Ethics and Business Conduct, its Risk Management Accountability Policy, its Anti-Corruption Policy or its Information Security Policy from time to time in force;

i)infringes any rules or regulations imposed by any regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties;

j)fails, due to fault and/or neglect on the Participant’s part, to possess any qualification or meet any condition or requirement laid down by any applicable regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties by legislation including, but not limited to, a financial regulator or fidelity bond requirements or fails due to fault and/or neglect on the Participant’s part to pass such regulatory exams as prescribed by the Company from time to time;

k)acts in a way which in the reasonable view of the Company’s management, may bring the Company into disrepute, whether or not such act is directly related to the affairs of the Company;

l)becomes bankrupt or makes any composition or enters into any deed of arrangement with the Participant’s creditors;

m)engages in any way whatsoever in "Regulated Activities" (being services of a financial or investment nature including but not limited to performing controlled functions) when the Participant is not registered as an approved person by the relevant regulator to do so, or the Participant fails to complete, if necessary, the fit and proper questionnaire for the relevant regulator; or the Participant otherwise adversely affects the Company’s continued authorization to engage in Regulated Activities and/or the Participant’s, if applicable, continued registration as an approved person; or

n)is guilty of any act or omission which would, whether under the Participant’s contract of employment or applicable local law, entitle the Participant’s employing entity to terminate the employment of the Participant summarily.

T.United Kingdom

Notwithstanding other language in the Plan to the contrary, the following additional terms and provisions shall apply to those Participants who are employed by an Employer in the United Kingdom.

Paragraph 1. is replaced as follows:

1.retirement from employment and/or refraining from undertaking work or employment, (whether as an employee or otherwise) within the financial services industry for a minimum of one year;

The following paragraph shall be added to this section of the Plan:

The applicable definition of “Cause” referred to in this section is supplemented as follows:

g)is guilty of gross misconduct, gross negligence, a material failure of risk management by the Participant or the business unit in which the Participant manages or performs services, or is in material breach of one of the terms of the Participant’s employment, including, but not limited to, engaging in prohibited conduct which is listed as grounds for summary dismissal;

h)is guilty of any material breach of the Company’s Personal Account Dealing Policy, its Code of Ethics and Business Conduct, its Risk Management Accountability Policy, its Anti-Corruption Policy or its Information Security Policy from time to time in force;

i)infringes any rules or regulations imposed by any regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties;

j)fails, due to fault and/or neglect on the Participant’s part, to possess any qualification or meet any condition or requirement laid down by any applicable regulatory or other external authority or professional body applicable to the Participant’s employment or which regulate the performance of the Participant’s duties by legislation including, but not limited to, a financial regulator or fidelity bond requirements or fails due to fault and/or neglect on the Participant’s part to pass such regulatory exams as prescribed by the Company from time to time;

k)acts in a way which in the reasonable view of the Company’s management, may bring the Company into disrepute, whether or not such act is directly related to the affairs of the Company;

l)becomes bankrupt or makes any composition or enters into any deed of arrangement with the Participant’s creditors;

m)engages in any way whatsoever in "Regulated Activities" (being services of a financial or investment nature including but not limited to performing controlled functions) when the Participant is not registered as an approved person by the relevant regulator to do so, or the Participant fails to complete, if necessary, the fit and proper questionnaire for the relevant regulator; or the Participant otherwise adversely affects the Company’s continued authorization to engage in Regulated Activities and/or the Participant’s, if applicable, continued registration as an approved person; or

n)is guilty of any act or omission which would, whether under the Participant’s contract of employment or applicable local law, entitle the Participant’s employing entity to terminate the employment of the Participant summarily.