EX-101 INSTANCE DOCUMENT

Plan Eligibility

Plan Components

Plan Administration

Plan Eligibility

Subject to the following proviso, a select group of Wells Fargo management, supervisors and individual contributors who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”); provided, however, that any individual who on the last day of a Plan Year is an “officer” as determined by Wells & Company’s Board of Directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, shall not be eligible to participate in the Plan for that Plan Year even if he or she was previously identified for participation for that Plan Year. Eligibility for participation is determined on a case-by-case basis. Business unit managers are responsible for identifying Participants within their business units prior to the beginning of the Plan Year.

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

Plan Qualifiers.

For purposes of this Plan, a “Disqualifying Factor” is an event, the occurrence of which immediately invalidates a Participant’s opportunity for an incentive award. If a Participant’s incentive opportunity is subject to a Disqualifying Factor and the event occurs, the Participant shall have no incentive opportunity for that particular Plan Year.

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

A Plan Participant must receive a performance rating of 3 or greater for the applicable Plan Year to be considered for an incentive award, unless approved for consideration by the Operating Committee member and Senior Human Resources Leader for the team member’s business group.

The Corporate EPS (Earnings Per Share) threshold must be met for payout to occur under this Plan. If the threshold Corporate EPS is not met, no bonuses will be earned unless specifically authorized by the Human Resources Committee of the Wells Fargo Board of Directors (HRC). In addition, if Wells Fargo achieves or exceeds the Corporate EPS threshold, the HRC reserves the authority to adjust bonuses, up or down, in its discretion.

Business unit managers should work with their HR representative to identify any other Disqualifying Factors that may impact a Participant’s eligibility under the Plan.

In addition to the Disqualifying Factors described above, a Participant’s incentive opportunity under the Plan may be adjusted or denied, regardless of meeting individual Performance Measures or the Corporate EPS threshold, for unsatisfactory performance or non-compliance with or violation of Wells Fargo’s:

Code of Ethics and Business Conduct;

Information Security Policy, and/or

Compliance and Risk Management Accountability Policy.

Plan Administrator

The Plan Administrator is the Executive Vice President and Director of Human Resources. The Plan Administrator has full discretionary authority to administer and interpret the Plan and may, at any time, delegate to personnel of Wells Fargo such responsibilities as he or she considers appropriate to facilitate the day-to-day administration of the Plan. The Plan Administrator also has the full discretionary authority to adjust or amend a Participant’s incentive opportunity under the Plan at any time subject to the authority of the HRC to adjust bonuses as described herein.

Plan Year

Participant performance is measured and financial records are kept on a “Plan Year” basis. The Plan Year is the 12-month period beginning each January 1 and ending on the following December 31, unless the Plan is modified, suspended or terminated.

Disputes

If a Participant has a dispute regarding his/her incentive award under the Plan, the Participant should attempt to resolve the dispute with the manager of his/her business unit. If this is not successful, the Participant should prepare a written request for review addressed to the Participant’s Human Resources representative. The request for review should include any facts supporting the Participant’s request as well as any issues or comments the Participant deems pertinent. The Human Resources representative will send the Participant a written response documenting the outcome of this review in writing no later than 60 days following the date of the Participant’s written request. (If additional time is necessary, the Participant shall be notified in writing.) The determination of this request shall be final and conclusive upon all persons.

Amendment or Termination

The Board of Directors of Wells Fargo & Company (the “Company”), and the Human Resources Committee of the Board of Directors, the Company’s President, any Vice Chairman, or the Director of Human Resources may amend, suspend or terminate the Plan at any time, for any reason. No amendment, suspension or termination of the Plan shall adversely affect a Participant’s incentive award earned under the Plan prior to the effective date of the amendment, suspension or termination, unless otherwise agreed to by the Participant.

Leaves of Absence

Incentive awards payable under the Plan may be pro-rated for Participants who go on a leave of absence provided the terms and conditions of the Plan have been satisfied, Participant actively worked at least three months during the Plan Year and the Participant’s performance contributed towards the achievement of some or all of the Participant’s Performance Measures. If a Participant satisfies all of the Participant’s Performance Measures, the Participant’s award should not be pro-rated. Business units should apply these criteria consistently to all Participants.

For Participants who receive notice of a qualifying event under the Wells Fargo & Company Salary Continuation Pay Plan, the Notice Period (as defined by that plan) should be considered in determining whether the Participant satisfies the three-month “actively at work” requirement. Incentive awards will be determined following the end of the Plan Year and are subject to the other terms and conditions of the Plan.

Changes in Employment Status

Employees hired after the beginning of the Plan Year may be eligible to participate in the Plan. Incentive Opportunity Percentages and Performance Measures should be designed accordingly. Where Performance Measures are impractical to develop for a partial Plan Year, eligibility should be delayed until the next Plan Year.

If, during the Plan Year, a Participant transfers to another business unit or receives a promotion to a new position within Wells Fargo, the Participant’s incentive award should be pro-rated provided the Participant met some or all of the Performance Measures prior to the transfer or promotion. Incentive awards will be determined following the end of the Plan Year.

Death or Retirement

In the event of a Participant’s death or retirement during the Plan Year, the Participant’s incentive award may be pro-rated provided the Participant actively worked for at least three months during the Plan Year and met some or all of the Participant’s Performance Measures.

Withholding Taxes

Wells Fargo shall deduct from all payments under the Plan an amount necessary to satisfy federal, state or local tax withholding requirements.

Not an Employment Contract

The Plan is not an employment contract and participation in the Plan does not alter a Participant’s at-will employment relationship with Wells Fargo. Both the Participant and Wells Fargo are free to terminate their employment relationship at any time for any reason. No rights in the Plan may be claimed by any person whether or not he/she is selected to participate in the Plan. No person shall acquire any right to an accounting or to examine the books or the affairs of Wells Fargo.

Assignment

No Participant shall have any right or power to pledge or assign any rights, privileges, or incentive awards provided for under the Plan.

Unsecured Obligations

Incentive awards under the Plan are unsecured obligations of the Company.

Pro-Rated Awards

In the event that an award needs to be pro-rated the following methodology should be used.

The annual salary should be multiplied by the ratio of months worked during the year by the target bonus percentage.

The ratio of months worked is equal to the number of full months worked in the qualifying position divided by 12.

For example, a Participant is transfers to another position on November 1st. Their salary was $100,000 per year at the time of transfer, and they had a 10% bonus target. They achieved all their goals at target level. Their bonus would be: