WF Deferred Compensation Holdings, Inc. Nonqualified Deferred Compensation Plan for Independent Contractors (Amended and Restated as of January 1, 2008)

Exhibit 10(x)

WF DEFERRED COMPENSATION HOLDINGS, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
FOR INDEPENDENT CONTRACTORS

As Amended and Restated Effective as of January 1, 2008

WF DEFERRED COMPENSATION HOLDINGS, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
FOR INDEPENDENT CONTRACTORS

TABLE OF CONTENTS

						Page
ARTICLE I		NAME AND PURPOSE					1
		Section 1.1		Name of Plan
		Section 1.2		Purpose
		Section 1.3		Effective Dates
ARTICLE II		DEFINITIONS					1
		Section 2.1		Definitions
ARTICLE III		PARTICIPATING COMPANY					4
		Section 3.1		Eligibility
		Section 3.2		Participation Requirements
		Section 3.3		Recordkeeping and Reporting
		Section 3.4		Termination of Participation
		Section 3.5		Separate Accounting
ARTICLE IV		ELIGIBILITY AND PARTICIPATION					5
		Section 4.1		Eligibility
		Section 4.2		Participation
ARTICLE V		DEFERRAL ELECTIONS					6
		Section 5.1		Deferral Elections
		Section 5.2		Transfer Amounts
		Section 5.3		Participant Accounts
ARTICLE VI		VALUATION OF ACCOUNTS					7
		Section 6.1		Establishment of Accounts
		Section 6.2		Deferral Accounts and Transfer Accounts
		Section 6.3		Allocation of Amounts
		Section 6.4		Hypothetical Accounts
ARTICLE VII		VESTING OF ACCOUNT					9

						Page
		Section 7.1		Vested Benefit
		Section 7.2		Limitation on Amounts
ARTICLE VIII		DISTRIBUTIONS					10
		Section 8.1		Distribution Commencement Date
		Section 8.2		Subsequent Elections
		Section 8.3		Manner of Payment to Participant
		Section 8.4		Payment to Beneficiary
		Section 8.5		Withdrawals Due to Unforseeable Emergency
		Section 8.6		Designation of Beneficiaries
		Section 8.7		Death Prior to Full Distribution
		Section 8.8		Facility of Payment
		Section 8.9		Form of Distribution
		Section 8.10		Distributions As a Result of Tax Determination
		Section 8.11		Distribution of Small Aggregate Balances
		Section 8.12		Payment on the Designated Date
ARTICLE IX		FUNDING OF PLAN					15
		Section 9.1		Unfunded and Unsecured Plan
		Section 9.2		Corporate Obligation
ARTICLE X		AMENDMENT AND TERMINATION					16
		Section 10.1		Amendment and Termination
		Section 10.2		No Oral Amendments
		Section 10.3		Plan Binding on Successors
ARTICLE XI		DETERMINATIONS — RULES AND REGULATIONS					17
		Section 11.1		Determinations
		Section 11.2		Method of Executing Instruments
		Section 11.3		Claims Procedure
		Section 11.4		Limitations and Exhaustion
ARTICLE XII		PLAN ADMINISTRATION					20
		Section 12.1		Officers
		Section 12.2		President
		Section 12.3		Board of Directors
		Section 12.4		Delegation
		Section 12.5		Conflict of Interest
		Section 12.6		Administrator
		Section 12.7		Service of Process
		Section 12.8		Expenses
		Section 12.9		Spendthrift Provision

						Page
		Section 12.10		Tax Withholding
		Section 12.11		Certifications
		Section 12.12		Errors in Computations
		Section 12.13		No Employment Rights
		Section 12.14		Participants Should Consult Advisors
ARTICLE XIII		CONSTRUCTION					22
		Section 13.1		Applicable Laws
		Section 13.2		Effect on Other Agreements
		Section 13.3		Disqualification
		Section 13.4		Rules of Document Construction
		Section 13.5		Choice of Law
		Section 13.6		No Employment Contract
		Section 13.7		Plan Obligation Guarantee
APPENDIX A							A-1

WF DEFERRED COMPENSATION HOLDINGS, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
FOR INDEPENDENT CONTRACTORS

ARTICLE I

NAME, PURPOSE AND EFFECTIVE DATES

     Section 1.1  Name of Plan. The name of the Plan is the “WF Deferred Compensation Holdings, Inc. Nonqualified Deferred Compensation Plan for Independent Contractors.”

     Section 1.2  Purpose. The purpose of the Plan is to attract and retain individuals who are classified and treated as independent contractors who perform investment, financial or other services for or with respect to a Participating Company that are determined by the Company to be “Qualified Services.”

     Section 1.3  Effective Dates. The Plan was established and adopted effective as of January 1, 2002. This amended and restated plan document (“Restatement”) is effective as of January 1, 2008. This Restatement is intended to satisfy the requirements of Code §409A and applicable guidance thereunder and shall be construed and administered accordingly.

ARTICLE II

DEFINITIONS

     Section 2.1 Definitions. When the following terms are used in this instrument with initial capital letters, they shall have the meanings ascribed to them by this section unless the context indicates that other meanings are intended:

	(a)		Account.  “Account” means a separate bookkeeping account established and maintained for a Participant representing a separate unfunded and unsecured general obligation of the Company with respect to the Participant under the Plan. An “Account” shall be either a Deferral Account or a Transfer Account.
	(b)		Affiliate.  “Affiliate” means any entity other than the Company that is part of a “single employer” within the meaning of subsection (b) or (c) of Code §414 that includes the Company.
	(c)		Beneficiary.  “Beneficiary” means the person, persons or trust designated by a Participant, or automatically by operation of the Plan, to receive any distributions

which may become payable under this Plan by reason of the death of the Participant.

	(d)		Board of Directors.  “Board of Directors” means the Board of Directors of the Company.
	(e)		Code.  “Code” means the Internal Revenue Code of 1986, as from time to time amended.
	(f)		Common Stock.  “Common Stock” means Wells Fargo & Company common stock.
	(g)		Company.  “Company” means WF Deferred Compensation Holdings, Inc., which is the sponsor of the Plan, and its successors and assigns.
	(h)		Complete Termination.  “Complete Termination” means a termination and liquidation of the Plan that satisfies the requirements of Treas. Reg. §1.409A-3(j)(4)(ix), which generally permits accelerated payment upon:

	(i)		termination and liquidation of the Plan within 12 months of a corporate dissolution or bankruptcy;
	(ii)		termination and liquidation of the Plan pursuant to irrevocable action taken during the period commencing 30 days before and ending 12 months after a change in control event within the meaning of Treas. Reg. §1.409A-3(i)(5), but only if all deferred compensation arrangements sponsored by the Company and its Affiliates that are treated as a single plan under Treas. Reg. §1.409A-1(c)(2) that includes this Plan are terminated and liquidated with respect to every participant who experienced such change in control event, and all amounts payable under such single plan for such participants are paid within 12 months after the irrevocable action is taken; or
	(iii)		any other termination and liquidation of the Plan, if the following requirements are satisfied:

	(1)		the termination and liquidation is not proximate to a downturn in the financial health of the Company and its Affiliates,
	(2)		the Company and its Affiliates also terminate and liquidate all other deferral arrangements that would be aggregated with the Plan under Treas. Reg. §1.409A-1(c)(2);
	(3)		no accelerated payments are made within 12 months after irrevocable action is taken to terminate and liquidate the Plan,

	(4)		all payments are made within 24 months after all necessary action is taken to irrevocably terminate and liquidate the Plan, and
	(5)		during the three years after such irrevocable action is taken the Company and its Affiliates do not adopt a new plan that would be aggregated with the Plan under Treas. Reg. §1.409A-1(c)(2) if the Plan still existed.

	(i)		Deferral Account.  “Deferral Account” means an Account established and maintained for a Participant to which is credited the amounts deferred by the Participant pursuant to a Deferral Election.
	(j)		Deferral Election.  “Deferral Election” means an irrevocable election to defer receipt of Eligible Compensation by an individual who satisfies the eligibility requirements of Section 4.1, provided such election was made, accepted and approved in accordance with Section 5.1.
	(k)		Eligible Compensation.  “Eligible Compensation” means the remuneration payable to an independent contractor by a Participating Company that the Participating Company (with approval of the Company) determines prior to the beginning of a Plan Year will be eligible for deferral in that Plan Year. Except as otherwise so determined, Eligible Compensation includes only securities commissions and net advisory service fees, and shall not include any other remuneration (such as, but not limited to, compensation for sales of fixed insurance and banking products).
	(l)		ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.
	(m)		Participant. Participant means an individual described in Section 4.2 of the Plan.
	(n)		Participating Company. “Participating Company” means any Affiliate participating in the Plan pursuant to Article III. A Participating Company that ceases to be an Affiliate shall nevertheless continue to be considered a Participating Company for the remainder of the Plan Year in which it ceased to be an Affiliate.
	(o)		Plan. “Plan” means the WF Deferred Compensation Holdings, Inc. Nonqualified Deferred Compensation Plan for Independent Contractors.
	(p)		Plan Year.  “Plan Year” means the twelve (12) consecutive month period beginning January 1 and ending December 31.
	(q)		Qualified Services.  “Qualified Services” means investment, financial or other services performed for or with respect to a Participating Company that the Participating Company (with approval of the Company) determines prior to the

beginning of a Plan Year will satisfy the requirement of Section 4.1(a) for that Plan Year. Except as otherwise so determined, Qualified Services include services performed as an H.D. Vest Advisor by an individual who is not an employee or officer of the Company or any Affiliate, and for which the individual is paid Eligible Compensation.

	(r)		Separation From Service.  “Separation From Service” means a Participant’s “separation from service” within the meaning of Code §409A(a)(2)(A)(i) and applicable guidance thereunder. Generally, those rules provide that a Separation from Service will occur upon the expiration of all contracts under which the Participant performs services for the Company or an Affiliate, provided such expiration constitutes a good-faith and complete termination of the contractual relationship. No such complete termination, and therefore no Separation from Service, will occur if the Company or an Affiliate anticipates either (i) a renewal of the contractual relationship (e.g., if the need for the services recurs or funds again become available to pay for the services) or (ii) the hiring of the Participant as an employee.
	(s)		Transfer Account.  “Transfer Account” means an Account established and maintained for a Participant that is credited pursuant to Section 5.2 of this Plan with the benefit that was payable under another nonqualified deferred compensation plan prior to the combination or consolidation of that other plan with this Plan.
	(t)		Valuation Date.  “Valuation Date” means each business day during the Plan Year.
	(u)		Vested.  “Vested” means nonforfeitable. Pursuant to Section 7.2, only the Vested portion of a Participant’s Accounts under the Plan is payable to or with respect to the Participant.

ARTICLE III

PARTICIPATING COMPANY

     Section 3.1  Eligibility.  Any Affiliate approved by the Company pursuant to Section 3.2 is eligible to adopt and participate in the Plan.

     Section 3.2  Participation Requirements.  The Company may consent to the adoption of the Plan by any Affiliate subject to such conditions as the Company may impose. Any such Affiliate shall request to adopt the Plan by delivering to the Company a certified copy of the resolutions of its board of directors (or other authorized body or individual) adopting the Plan. The date on which such Affiliate may become a Participating Company in the Plan shall be the

date such resolution is filed with the Company and approved by the Company, or such later date specified in the resolution after approval by the Company.

     Section 3.3  Recordkeeping and Reporting.  The Company shall maintain records sufficient to determine the amounts (and the remuneration sources of such amounts) which may become payable to or with respect to a Participant who performs services to or with respect to a Participating Company and to provide such Participant with any reports which may be required under the terms of the Plan or as required by law.

     Section 3.4  Termination of Participation.  A Participating Company may withdraw from participation in the Plan at the end of any Plan Year by providing the Company with 30 days advance written notice of such withdrawal from participation, which 30-day notice period may be waived by the Company. The Company may also terminate the participation of a Participating Company at the end of any Plan Year by providing such Participating Company with 30 days advance written notice of such termination of participation, which 30-day notice period may be waived by the Participating Company. In addition, if a Participating Company ceases to be an Affiliate of the Company, the Participating Company’s participation in the Plan shall automatically terminate as of the end of the Plan Year in which the Participating Company ceases to be an Affiliate.

     Section 3.5  Separate Accounting.  The Company shall establish and maintain separate Accounts for each Participant who performs services to or with respect to a Participating Company to which shall be credited any amounts that are allocated or credited under the Plan.

ARTICLE IV

ELIGIBILITY AND PARTICIPATION

     Section 4.1  Eligibility.  In order to make a Deferral Election under the Plan, an individual must satisfy the following requirements:

	(a)		the individual must be classified and treated by a Participating Company as an independent contractor who provides Qualified Services to or with respect to the Participating Company;
	(b)		the individual’s tax year must be the calendar year; and
	(c)		the individual must be designated as eligible to participate in the Plan by the Participating Company and the Company.

The determinations made by the Participating Company and Company with respect to an individual shall be conclusive and binding on all parties. Furthermore, the Participating Company (with approval of the Company) may in its discretion determine that a Participant who performs or who has performed Qualified Services to or with respect to the Participating

Company is no longer eligible to defer Eligible Compensation under the Plan. In the event of such a determination, the Participant shall not be permitted to make any further Deferral Elections until his or her eligibility is restored, and any Deferral Election made prior to such determination that applies to a later Plan Year will be void. Any Deferral Election made prior to the Participant’s loss of eligibility that applies to Eligible Compensation for the Plan Year in which the determination is made, however, shall be unaffected.

     Section 4.2  Participation.  An individual who has made a Deferral Election or who has a Transfer Account shall be considered a Participant. Once an individual becomes a Participant in the Plan, the individual shall remain a Participant until his or her death or, if earlier, the date on which all amounts payable under the Plan to or on behalf of the individual have been distributed.

ARTICLE V

DEFERRAL ELECTIONS

     Section 5.1  Deferral Elections.  An individual who satisfies the requirements of Section 4.1 and is eligible to make a Deferral Election may elect to defer all or a portion of the Eligible Compensation earned by such individual’s service during the Plan Year first commencing after the Plan Year in which the Deferral Election is made. Deferral Elections shall be subject to the following:

	(a)		Deferral Elections must be made in the form and manner prescribed by the Company and must be filed with and accepted and approved by the Company before the first day of the Plan Year in which the affected Eligible Compensation is earned. For purposes of the preceding sentence, commissions subject to Treas. Reg. §1.409A-2(a)(12) shall be considered earned as provided therein. Eligible Compensation (including commission compensation) that is payable after the last day of the Plan Year in which it is earned shall be treated as earned when it is paid (or in the absence of a deferral would be payable), to the extent permitted by Treas. Reg. §1.409A-2(a)(13).
	(b)		Except in the event of a withdrawal pursuant to Section 8.5, a Deferral Election shall become irrevocable, and the Participant shall have no further right to the affected Eligible Compensation other than as provided under the Plan, no later than December 31 of the Plan Year in which the Deferral Election is made (i.e., December 31 of the Plan Year prior to the Plan Year in which the Eligible Compensation is earned).
	(c)		A Deferral Election shall be effective only for the Plan Year specified in the Deferral Election. A new Deferral Election must be filed for each Plan Year.

	(d)		A Deferral Election shall specify the Eligible Compensation to be deferred, the investment option(s) that will determine the investment adjustments pursuant to Article VI, and the time and manner of distribution. The amount deferred may be determined either as a percentage of Eligible Compensation (expressed in whole percent increments up to 100%), or as a dollar amount (expressed in increments of $100 and limited by the Eligible Compensation payable to the Participant).
	(e)		Amounts deferred pursuant to a Deferral Election shall be credited to a Deferral Account established for the Participant. Such credits shall be effective as of the close of business on the date that the Eligible Compensation otherwise would have been paid to the Participant.

     Section 5.2  Transfer Amounts. The Company may determine in its sole and absolute discretion to combine or consolidate other nonqualified deferred compensation plans with this Plan. If the Company combines or consolidates another nonqualified deferred compensation plan with this Plan, separate Transfer Accounts under this Plan shall be credited with the benefit payable to each participant in that other nonqualified deferred compensation plan. The manner in which such benefits are valued, the time as of which such values will be credited, and the other terms and conditions applicable to such Transfer Accounts shall be described in an appendix to this Plan document which shall be incorporated herein by reference.

     Section 5.3  Participant Accounts. Accounts shall be established and maintained for each Participant. They shall be credited with amounts measured in U.S. dollars or the value of shares of Common Stock. Deferral Accounts for a Participant shall be credited as described in Section 5.1 for any deferred amounts. Transfer Accounts for a Participant shall be credited with such amounts as determined by the Company as set forth in an appendix attached to this Plan document and incorporated in the Plan by reference as described in Section 5.2.

ARTICLE VI

VALUATION OF ACCOUNTS

     Section 6.1  Establishment of Accounts. There shall be established for each Participant one or more unfunded, bookkeeping Accounts which shall be adjusted each Valuation Date.

     Section 6.2  Deferral Accounts and Transfer Accounts. As of each Valuation Date (the “current Valuation Date”), the value of each Deferral Account and Transfer Account determined as of the immediately preceding Valuation Date (the “previous Account value”) shall be adjusted in the following sequence:

(a)

Intermediate Distribution Subtraction. The previous Account value shall be reduced by the total amount distributed to or with respect to the Participant from such Account.

	(b)		Deferral Amounts. The previous value (as adjusted above) of a Deferral Account shall be increased by the amounts deferred, if any, pursuant to Article V of the Plan.
	(c)		Investment Adjustment. The previous Account value (as adjusted above) shall be adjusted to reflect an amount determined based upon the value of the amounts that are allocated among one or more investment options made available by the Company. The value of amounts credited to the Account and allocated to an investment option shall be deemed to be invested in such investment option, reflecting all earnings, losses and other distributions or charges and changes in value which would have been incurred through such an investment.
	(d)		Final Distribution Subtraction. The previous Account value (as adjusted above) shall be reduced by the total amount distributed to or with respect to the Participant from such Account as of the current Valuation Date.

     Section 6.3  Allocation of Amounts. Each year, a Participant may request to allocate or reallocate among one or more investment options made available by the Company for purposes of measuring the value of the benefit that may be payable to or with respect to the Participant under the Plan except as provided under subsection (a) of this Section 6.3. The Participant’s request must be made in the form and manner designated by the Company and must be submitted before the beginning of each calendar year to which such request applies. All such requests must designate the amount to be allocated or reallocated in one percent (1%) increments, and are subject to acceptance by the Company at its discretion. If accepted by the Company, an allocation request will be effective as of the first business day of the calendar year following the calendar year in which such request was made. Upon acceptance of an investment request pursuant to this Section 6.3, the Company will process the request and the request shall be implemented and reflected in the Participant’s Accounts. If no request is made, the Company may, in its sole discretion, allocate or reallocate amounts credited to the Participant’s Accounts among one or more investment options made available by the Company. The portion of any Accounts allocated to an investment option shall be deemed to be invested in such investment option, reflecting all earnings, losses and other distributions or charges and changes in value which would have been incurred through such an investment. The Company specifically reserves the authority and right to determine which investment options if any, to make available, and the continued availability of selected investment options. If an investment option includes Common Stock, the following rules shall also apply:

(a)

Common Stock. The Company may permit the value of any amounts credited to the Participant’s Accounts to be measured by the value of the Common Stock. If the Company permits amounts to be measured in this manner, a Participant may elect to have a portion (subject to any minimum percentage or minimum dollar amount) or all of such amounts credited to his or her Accounts measured by the value of Common Stock. Once a Participant has elected to have a portion (all or a part) of the Participant’s Accounts measured by the value of the Common Stock, the Participant shall not be permitted to reallocate that portion of the Participant’s

Accounts (including any adjustments to that portion under Section 6.2(c)) to any other investment option. Once such election is made and accepted by the Company, the election shall be irrevocable. The election shall be effected as soon as possible by crediting the Account with the number of units (including fractions thereof) equal to the number of shares (including fractions thereof) of Common Stock that could have been purchased with the dollar amount subject to this election based upon the New York Stock Exchange only closing price as of the business day immediately preceding the date that the Account is credited with the units. Each unit shall be measured by the value of one share of Common Stock and treated as though invested in a share of Common Stock. The liability of the Company under the Plan with respect to such units shall be satisfied only in shares of Common Stock, subject to any applicable State and Federal securities requirements.

	(b)		Cash Dividends. Amounts measured by the value of Common Stock shall be credited on each Common Stock dividend payment date with that number of units equal to the number of shares which would have been acquired based upon the cash dividends paid on shares of Common Stock equal to the number of units credited to the Accounts as of the record date for such dividend based upon the New York Stock Exchange only closing price as of the business day immediately preceding the dividend payment date.
	(c)		Adjustments to Common Stock. The number of units credited to the Accounts shall be adjusted to reflect any change in the outstanding Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change.
	(d)		Voting of Common Stock. No Participant or Beneficiary shall be entitled to any voting rights with respect to any units credited to the Accounts.

     Section 6.4  Hypothetical Accounts. The Accounts established under this Plan (including any accounts established in an appendix attached to the Plan document and incorporated in the Plan by reference) shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts (sub-accounts or any accounts established under this Plan) shall hold or be required to hold any actual funds or assets.

ARTICLE VII

VESTING OF ACCOUNT

     Section 7.1  Vested Amount. Except as elsewhere specifically provided, the amounts credited to the Account or Accounts of each Participant shall be Vested as follows:

(a)

Deferral Accounts shall be one hundred percent (100%) Vested at all times.

(b)

Unless otherwise provided for in an appendix which is attached to this Plan document and incorporated herein by reference, Transfer Accounts shall be one hundred percent (100%) Vested at all times.

     Section 7.2  Limitation on Amounts. The amounts that may be payable to or on behalf of a Participant under the Plan shall not exceed an amount equal to the value of the Vested amounts credited to the Participant’s Accounts.

ARTICLE VIII

DISTRIBUTIONS

     Section 8.1  Distribution Commencement Date. Distribution of a Participant’s Deferral Accounts shall be made (or, in the case of installments, shall commence) on the earliest of the following dates:

	(a)		March 1 of the year selected by the Participant in the Deferral Election that caused amounts to be credited to the Deferral Account, or, if the Participant has made a subsequent election pursuant to Section 8.2, March 1 of the year selected by the Participant in that subsequent election.
	(b)		March 1 immediately following the earliest to occur of the following events:

	(i)		the Participant’s death;
	(ii)		the Participant’s Separation From Service; and

(c)

the date on which all outstanding Accounts are distributed due to the Plan’s Complete Termination.

Distribution of Transfer Accounts shall be made (or in the case of installments, shall commence) as provided in the applicable appendix. If a Participant fails to elect a distribution commencement year for a Deferral Account, this Section 8.1 shall be applied to that Deferral Account without regard to subsection (a) above. The date for distribution of all outstanding Accounts referred to in (c) above shall be a date selected by the Company that allows payment to be made on or before the last day upon which accelerated payment due to a Complete Termination can be made in accordance with the applicable guidance under Code §409A(a)(3).

     Section 8.2  Subsequent Elections. A Participant who previously elected a distribution commencement year for a Deferral Account and who has not had a Separation From Service may elect a new distribution commencement year for that Deferral Account that is at least five years after the Participant’s previously elected distribution commencement year for such Deferral Account. Any such election shall be filed on a form and in the manner provided by the Company, at least twelve (12) months prior to the previously elected distribution

commencement year (if any). Such election shall not take effect until at least 12 months after the date on which it is filed. An election pursuant to this Section 8.2 shall not change the manner of distribution (lump sum or installments) applicable to that Deferral Account. Only one election pursuant to this Section 8.2 shall be permitted for any Deferral Account.

     Section 8.3  Manner of Payment to Participant. Subject to the Board’s authority in Section 10.1, a Participant’s Deferral Accounts shall be paid as follows:

	(a)		Installments. If elected by the Participant in his or her Deferral Election, the Deferral Account credited with amounts attributable to that Deferral Election shall be paid in a series of annual installments selected by the Participant not to exceed ten (10) annual payments. Each annual installment payment shall be made as of the first day of March of the year for which payment is made. The amount of each installment payment shall be determined by dividing the amount credited to the Deferral Account as of the date on which the installment is to be paid by the number of remaining installment payments to be made from the Deferral Account (including the payment being determined). The Participant’s Accounts shall continue to be adjusted in accordance with the provisions of Article VI of the Plan.
	(b)		Lump Sum Election. If elected by the Participant in his or her Deferral Election, the Deferral Account credited with amounts attributable to that Deferral Election shall be paid in a single lump sum.
	(c)		Lump Sum Only. Notwithstanding any election by a Participant to the contrary, in the event distribution of the Vested Accounts of all of the Participants is made because of the Complete Termination of the Plan, the entire Vested Accounts of the Participants shall be payable only in a single lump sum. In the event no distribution election is made or is in effect with respect to a Deferral Account, the amount not subject to a valid distribution election shall be payable only in a single lump sum.

     Section 8.4  Payment to Beneficiary. The Beneficiary of a deceased Participant shall receive the payment of any amounts payable on behalf of the Participant under the Plan in such manner as the Participant would have received them had the Participant survived. Such distribution shall be made (or, in the case of installments that did not begin prior to the Participant’s death, shall commence) on the March 1 immediately following the date of the Participant’s death.

     Section 8.5  Withdrawals Due to Unforseeable Emergency. Notwithstanding any provision of this Article VIII to the contrary, a Participant may withdraw all or a portion of the balance of his or her Accounts due to unforeseeable emergency, subject to the following:

(a)

For purposes of this section, “unforeseeable emergency” means a severe financial hardship resulting from (i) illness or accident of the Participant or his or her

spouse, beneficiary or dependent, (ii) loss of the Participant’s home or property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances beyond the control of the Participant. For example, needs such as the following may constitute unforeseeable emergencies: (1) imminent foreclosure of or eviction from the Participant’s primary residence; (2) funeral expenses for the Participant’s spouse, beneficiary or dependent; or (3) uninsured medical expenses of the Participant or his or her spouse, beneficiary or dependent.

	(b)		Withdrawals are available both before and after a Participant’s Separation From Service.
	(c)		Withdrawals under this section are not permitted to the extent the Participant’s hardship is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets (to the extent liquidation would not cause a severe financial hardship), or by cessation of deferrals under the Plan. For this purpose, any additional compensation that is available from a qualified employer plan (including any loan) or that, due to the unforeseeable emergency, is available under another nonqualified deferred compensation plan may be disregarded.
	(d)		If a Participant takes a withdrawal under this section, his or her Deferral Election for the year in which the withdrawal occurs (if any) will be terminated and no Eligible Compensation will be deferred under Section 5.1 for the remainder of that year.
	(e)		The amount withdrawn shall not exceed the amount reasonably necessary to satisfy the unforeseeable emergency (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the withdrawal).
	(f)		Withdrawal requests must be made in writing and are subject to approval by the Company. The Company has discretionary authority to determine the extent to which a payment available under this Section 8.5 will be made. The Participant must supply any financial or other information the Company determines is necessary to determine whether to permit the withdrawal.
	(g)		The Participant’s Account balances will be reduced by the amounts withdrawn. If the Participant has more than one Account, the Company will designate how the withdrawal amount is allocated among those Accounts at the time the withdrawal is paid.

     Section 8.6  Designation of Beneficiaries.

(a)

Right to Designate. Each Participant may designate, upon a form prescribed by and filed with the Company, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified portion of any amounts which may be

payable with respect to the Participant under the Plan in the event of such Participant’s death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary. No such designation, change or revocation shall be effective unless executed by the Participant and received and accepted by the Company during the Participant’s lifetime.

(b)

Failure of Designation. If a Participant:

	(i)		fails to designate a Beneficiary,
	(ii)		designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or
	(iii)		designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

the amounts which may be payable with respect to the Participant under the Plan, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Participant and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

	(i)		Participant’s surviving spouse,
	(ii)		Participant’s surviving children, except that is any of the Participant’s children predecease the Participant but leave descendants surviving, such descendants shall take by right of representation the share their parent would have taken if living,
	(iii)		Participant’s surviving parents,
	(iv)		Participant’s surviving brothers and sisters,
	(v)		Representative of Participant’s estate.

(c)

Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

	(i)		If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.
	(ii)		The automatic Beneficiaries specified in subsection (b) of this Section 8.6 and the Beneficiaries designated by the Participant shall become fixed at

the time of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

     Section 8.7  Death Prior to Full Distribution. If, at the death of the Participant, any payment to the Participant was due or otherwise distributable but not actually paid, the amount of such payment shall be included in the Account which is payable to the Beneficiary (and shall not be paid to the Participant’s estate).

     Section 8.8  Facility of Payment. In case of the legal disability, including minority, of a Participant or Beneficiary eligible to receive distribution of an amount payable under the terms of the Plan, such amount shall be payable, if the Company shall be advised of the existence of such condition, to the duly appointed guardian, conservator or other legal representative of such Participant or Beneficiary.

     Any payment made in accordance with the foregoing provisions of this section shall constitute a complete discharge of any liability or obligation of the Participating Company, the Company and Wells Fargo & Company for such benefit.

     Section 8.9  Form of Distribution. Amounts attributable to the value of Deferral Accounts and Transfer Accounts that are based on investment options other than Common Stock shall be payable in the form of U.S. dollars. Amounts attributable to the value of Deferral Accounts and Transfer Accounts that are based on shares of Common Stock shall be payable in the form of shares of Common Stock. To the extent that the distribution is in the form of shares of Common Stock, such payment shall be subject to all federal and state securities laws and other rules and regulations as determined to be applicable.

     Section 8.10  Distributions As a Result of Tax Determination. Notwithstanding anything in this Plan or any Participant election to the contrary, if at any time the value of any amounts credited to a Participant’s Account or Accounts under the Plan must be included in the gross income of the Participant and subject to tax due to a failure to meet the requirements of Code §409A, the Company may, in its sole discretion, permit a lump sum distribution of the included amount equal to the amount included in the Participant’s gross income as a result of such failure.

     Section 8.11  Distribution of Small Aggregate Balances. Notwithstanding anything in this Plan or any Participant election to the contrary, if the aggregate value of a Participant’s Accounts on the date as of which benefit payments commence or any later date is not greater than the applicable dollar amount under Code §402(g)(1)(B), the Participant’s benefit shall be paid in an immediate single lump sum. Payment shall not be permitted pursuant to this Section 8.11 unless the payment results in the termination and liquidation of the Participant’s entire interest under the Plan and all other arrangements that, together with the Plan, are treated as a single plan within the meaning of Treas. Reg. §1.409A-1(c)(2), taking into account only such interests as are subject to Code §409A.

     Section 8.12  Payment on the Designated Date. Payment will be treated as made on the date specified pursuant to the preceding provisions of this Article VIII if it is made:

	(a)		on the specified date or any later date within the same taxable year of the Participant;
	(b)		by the 15th day of the third calendar month following the specified date, provided the Participant is not permitted directly or indirectly to specify the taxable year of payment;
	(c)		within the 30-day period prior to the specified date, provided the Participant is not permitted directly or indirectly to specify the taxable year of payment;
	(d)		during the first taxable year of the Participant in which the calculation of the amount payable is administratively practicable due to events beyond the control of the Participant (or the Participant’s beneficiary).

ARTICLE IX

FUNDING OF PLAN

     Section 9.1  Unfunded and Unsecured Plan. The Plan shall at all times be considered entirely unfunded for tax purposes and no provision shall at any time be made with respect to segregating assets of any Participating Company, the Company or Wells Fargo & Company for payment of any amounts under the Plan. The obligation of the Company under this Plan shall be an unfunded and unsecured promise to pay. Neither the Company nor Wells Fargo & Company shall be obligated under any circumstances to fund any financial obligations under this Plan. Any funds invested under the Plan shall continue for all purposes to be general assets of the Company and available to the general creditors of the Company in the event of a bankruptcy (involvement in a pending proceeding under the Federal Bankruptcy Code) or insolvency (inability to pay debts as they mature) of the Company. No Participant shall have any lien, prior claim or other security interest in any property of the Company. The Company shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the amounts promised under this Plan. If such a fund, trust or account is established by the Company, the property therein shall remain the sole and exclusive property of the Company.

     Section 9.2  Corporate Obligation. The officers of any Participating Company, the Company, or Wells Fargo & Company shall not in any way secure or guarantee the payment of any amount which may become due and payable under this Plan to or with respect to any Participant or Beneficiary. After amounts shall have been paid to or with respect to a Participant and such payment covers in full the benefits hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in any assets of the Company or Wells Fargo & Company in connection with this Plan. No person shall be under

any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of the Participating Company, the Company or Wells Fargo & Company.

ARTICLE X

AMENDMENT AND TERMINATION

     Section 10.1  Amendment and Termination. The Board of Directors reserves the power and authority to alter, amend or wholly revise the Plan document prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate this Plan both with regard to persons currently receiving amounts under the Plan and persons expecting to receive amounts in the future. The interest of each Participant and Beneficiary is subject to the powers so reserved; provided, however, that:

	(a)		the amount, if any, payable to or with respect to a Participant who ceases to provide any Qualified Services to or with respect to a Participating Company as of the effective date of such amendment or the date on which the Participant ceases to provide such services shall not be, without the written consent of the Participant, diminished or delayed by such amendment or the termination of such services, and
	(b)		the amount, if any, payable to or with respect to each other Participant determined as if such Participant had ceased to provide any Qualified Services to or with respect to a Participating Company on the effective date of such amendment or the date on which the Participant is treated as if the Participant had ceased to provide such services shall not be, without the written consent of the Participant, diminished or delayed by such amendment or the termination of such services.

The protections described in (a) and (b) above shall not, however, prohibit the Board of Directors from amending the Plan to modify the time and form of payment of such benefits to the extent permitted under Code §409A.

     Section 10.2  No Oral Amendments. No modification of the terms of the Plan document or termination of this Plan shall be effective unless it is in writing and signed on behalf of the Board of Directors by a person authorized to execute such writing. No oral representation concerning the interpretation or effect of the Plan document shall be effective to amend the Plan document.

     Section 10.3  Plan Binding on Successors. The Plan shall be binding on any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) to the same extent that the Company would be required to perform as if no such succession had taken place.

ARTICLE XI

DETERMINATIONS — RULES AND REGULATIONS

          Section 11.1 Determinations. The Company shall make such determinations as may be required from time to time in the operation and administration of this Plan. The Company shall have the sole discretion, authority and responsibility to interpret and construe the Plan document and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries to any amounts which may be payable under the Plan, and the amounts of their respective interests. The Company shall have discretionary authority to grant or deny amounts under this Plan. The Company may, in its sole discretion delegate authority with respect to the administration of the Plan to such other committee, person or persons as it deems necessary or appropriate for the administration and operation of the Plan. Each interested party may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

          Section 11.2 Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by the Board of Directors pursuant to any provision of the Plan document may be signed in the name of the Board of Directors by any officer who has been authorized to make such certification or to give such notices or consents.

          Section 11.3 Claims Procedure. The claims procedure set forth in this Section 11.3 shall be the exclusive administrative procedure for the disposition of claims for amounts arising under this Plan.

(a)

Original Claim. Any person may, if he or she so desires, file with the Company a written claim for amounts under this Plan. Within ninety (90) days after the filing of such a claim, the Company shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole or in part, the Company shall state in writing:

	(i)		the specific reasons for the denial;
	(ii)		the specific references to the pertinent provisions of the Plan document on which the denial is based;
	(iii)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)

an explanation of the claims review procedure set forth in this section.

	(b)		Review of Denied Claim. Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Board of Directors a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the Board of Directors shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.
	(c)		General Rules.

	(i)		No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure. The Company may require that any claim for amounts and any request for a review of a denied claim be filed on forms to be furnished by the Company. Such forms will be furnished by the Company upon request.
	(ii)		All decisions on Original claims shall be made by the Company and all decisions on requests for a review of denied claims shall be made by the Board of Directors.
	(iii)		the Company and the Board of Directors may, in their discretion, hold one or more hearings on a claim or a request for a review of a denied claim.
	(iv)		A claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the Company and the Board of Directors reserve the right to require the claimant to furnish written authorization. A claimant’s representative shall be entitled, upon request, to copies of all notices given to the claimant.
	(v)		The decision of the Company on a claim and a decision of the Board of Directors on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.
	(vi)		Prior to filing a claim or a request for a review of a denied claim, the claimant or his or her representative shall have a reasonable opportunity to review a copy of the Plan document and all other pertinent documents in the possession of the Company and the Board of Directors.

(vii)

The Company and the Board of Directors may permanently or temporarily delegate its responsibilities under this claims procedure to an individual or a committee of individuals.

Section 11.4  Limitations and Exhaustion.

(a)

Limitations. No claim shall be considered under these administrative procedures unless it is filed with the Company within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based. Every untimely claim shall be denied by the Company without regard to the merits of the claim. No legal action may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of:

	(i)		two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or
	(ii)		ninety (90) days after the claimant has exhausted these administrative procedures.

Knowledge of all facts that a Participant knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a Beneficiary of the Participant (or otherwise claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods.

(b)

Exhaustion Required. The exhaustion of these administrative procedures is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes:

	(i)		no claimant shall be permitted to commence any legal action relating to any such claim or dispute unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted; and
	(ii)		in any such legal action all explicit and implicit determinations by the Company and the Board of Directors (including, but not limited to, determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

ARTICLE XII

PLAN ADMINISTRATION

          Section 12.1 Officers. Except as hereinafter provided, functions generally assigned to the Company shall be discharged by its President or delegated and allocated as provided herein.

          Section 12.2 President. Except as hereinafter provided, the President of the Company may delegate or redelegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Company generally hereunder as the President may from time to time deem advisable.

          Section 12.3 Board of Directors. Notwithstanding the foregoing, the Board of Directors shall have the exclusive authority, which may not be delegated, to amend the Plan document and to terminate this Plan.

          Section 12.4 Delegation. The Board of Directors shall not be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan document or pursuant to procedures set forth in the Plan document.

          Section 12.5 Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

          Section 12.6 Administrator. The Company shall be the Plan administrator.

          Section 12.7 Service of Process. In the absence of any designation to the contrary by the Board of Directors, the President of the Company is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

          Section 12.8 Expenses. All expenses of administering this Plan shall be borne by the Company and the Participating Companies. The Company shall determine the allocation of expenses among the Participating Companies.

          Section 12.9 Spendthrift Provision. No Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the

possession or control of the Company or any Participating Company, nor shall the Company recognize any assignment thereof, either in whole or in part, nor shall any Account be subject to attachment, garnishment, execution following judgment or other legal process before any such Account is distributed to the Participant or Beneficiary.

          The power to designate Beneficiaries to receive any amounts payable to or with respect to a Participant under the Plan in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such amounts or any part thereof and any attempt of a Participant to so exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Company.

          Section 12.10 Tax Withholding. A Participating Company or the Company shall have the authority, duty and power to withhold the amount of any applicable tax required to be withheld by the Participating Company or the Company under applicable law with respect to any amount payable under this Plan.

          Section 12.11 Certifications. Information to be supplied or written notices to be made or consents to be given by the Company pursuant to any provision of this Plan may be signed in the name of the Company by any officer who has been authorized to make such certification or to give such notices or consents.

          Section 12.12 Errors in Computations. The Company and any Participating Company shall not be liable or responsible for any error in the computation of any Account or the determination of any benefit payable to or with respect to any Participant resulting from any misstatement of fact made by the Participant or by or on behalf of any survivor to whom such benefit shall be payable, directly or indirectly, to the Company or any Participating Company and used by the Company in determining the benefit. The Company and any Participating Company shall not be obligated or required to increase the benefit payable to or with respect to such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the benefit of any Participant which is overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment).

          Section 12.13 No Employment Rights. Neither the Plan nor any action taken under the Plan shall be construed as providing any Participant any right to be employed by a Participating Company, the Company or an Affiliate or to be considered or classified by the Participating Company, the Company or an Affiliate as an employee of the Participating Company, the Company or an Affiliate.

          Section 12.14 Participants Should Consult Advisors. Neither the Company nor any Participating Company nor any of their respective directors, officers, employees or agents makes any representation or warranty with respect to any applicable tax, financial, estate planning, or the securities or other legal implications of participation in the Plan. Participants should consult with their own tax, financial and legal advisors with respect to their participation in the Plan.

ARTICLE XIII

CONSTRUCTION

          Section 13.1 Applicable Laws.

	(a)		ERISA Status. This Plan is adopted with the understanding that it is an unfunded and unsecured plan maintained primarily for the purpose of providing deferred compensation for certain individuals who are classified and treated as independent contractors and is not subject to any requirements of ERISA. Each provision shall be interpreted and administered accordingly.
	(b)		IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. This restatement of the Plan effective as of January 1, 2008 is intended to satisfy the requirements of Code §409A and applicable guidance thereunder. This restatement shall be construed and administered accordingly.
	(c)		References to Laws. Any reference in this Plan document to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.

          Section 13.2 Effect on Other Agreements. This Plan shall not alter, enlarge or diminish any person’s obligations or rights or obligations under any other agreement with any Participating Company or the Company except as provided in an appendix to this Plan. It being expressly intended that this Plan shall not be affected by the benefit structures of any other plan maintained by Wells Fargo & Company, the Company or any Participating Company as any such plan may exist at the adoption of this Plan or upon the commencement of participation or at any other time.

          Section 13.3 Disqualification. Notwithstanding any other provision of the Plan document or any election or designation made under this Plan, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participant. A final judgment or conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the Company shall determine whether the killing was felonious and intentional for this purpose.

          Section 13.4 Rules of Document Construction.

(a)

An individual shall be considered to have attained a given age on such individual’s birthday for that age (and not on the day before). Individuals born on February 29 in a leap year shall be considered to have their birthdays on February 28 in each year that is not a leap year.

	(b)		Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan document and not to any particular paragraph or Section of the Plan document unless the context clearly indicates to the contrary.
	(c)		The titles given to the various sections of the Plan document are inserted for convenience of reference only and are not part of the Plan document, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.
	(d)		Notwithstanding anything apparently to the contrary contained in the Plan document, the Plan document shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by the Company, Wells Fargo & Company or any Affiliate.
	(e)		If a provision of the Plan shall be held to be illegal or invalid (in whole or in part), or if legislative, Internal Revenue Service, Department of Labor, court or other action could in the opinion of the Plan Administrator cause a provision to be interpreted so as to cause Participants in the Plan to be in constructive receipt of amounts in their Accounts for U.S. federal income tax purposes, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

          Section 13.5 Choice of Law. This instrument has been executed and delivered in the State of Delaware and has been drawn in conformity to the laws of that State and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Delaware (other than its laws regarding choice of law).

          Section 13.6 No Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between the Company, Wells Fargo & Company, a Participating Company, an Affiliate and any person, nor shall anything herein contained be deemed to give any person any right to be an employee of the Company, Wells Fargo & Company, any Participating Company or Affiliate or in any way limit or restrict the Company’s or Participating Company’s right or power to terminate any agreement with any person at any time and to treat any person without regard to the effect which such treatment might have upon him or her as a Participant in this Plan. Neither the terms of the Plan document nor the benefits under this Plan nor the continuance of the Plan shall affect the status of a Participant as an independent contractor. The Company shall not be obliged to continue this Plan.

          Section 13.7 Plan Obligation Guarantee. Pursuant to and consistent with Berry v. United States, 593 F. Supp. 80 (M.D.N.C. 1984), aff’d 760 F. 2d 85 (4th Cir. 1985), and the determinations made by the Internal Revenue Service in Private Letter Ruling ###-###-#### and

Private Letter Ruling ###-###-####, Wells Fargo & Company shall, under a separate agreement which shall be incorporated herein by reference, unconditionally guarantee the obligations of the Company with respect to the amounts payable under the Plan to the respective Participants and their Beneficiaries in the event that the Company is unable to fulfill its promises and satisfy its deferred compensation obligations pursuant to the Plan. This guarantee by Wells Fargo & Company constitutes a mere promise to pay the amounts payable under the Plan and a general unsecured obligation of Wells Fargo & Company with respect to the obligations of the Company under the Plan, not represented by notes or secured in any way. Wells Fargo & Company will not, and shall have no obligation to, set aside or earmark any assets or funds or establish or maintain any fund, escrow, trust fund or account (other than a bookkeeping account or reserve) for purposes of the payment of any amounts payable under the Plan. The obligation of Wells Fargo & Company to pay any benefits payable under the Plan constitutes only the unsecured promise of Wells Fargo & Company to pay such amounts, and the rights of any Participants or their Beneficiaries to receive any amounts payable under the Plan pursuant to the provisions of this guarantee shall be no greater than the rights of general unsecured creditors of Wells Fargo & Company. No Participant in the Plan or any Beneficiary shall have any lien, prior claim or other security interest in any assets, funds or property of Wells Fargo & Company.

APPENDIX A

MERGER OF H.D. VEST, INC. REPRESENTATIVES’ DEFERRED
COMPENSATION PLAN

          Section 1.1. The provisions of this Appendix A apply with respect to benefits payable under the “H.D. Vest, Inc. Representatives’ Deferred Compensation Plan” (the “H.D. Vest Plan”) as of December 31, 2001.

          Section 1.2. Effective January 1, 2002, the H.D. Vest Plan shall be consolidated with and merged into this Plan and the H.D. Vest Plan shall no longer separately exist for any purpose. All accounts under the H.D. Vest Plan shall be credited to Transfer Accounts established under this Plan for each H.D. Vest Plan participant in a manner consistent with the requirements of section 414(l) of the Code and section 1.414(l)-1(o) of the Treasury Regulations regarding a transfer of assets and liabilities, but without regard to any actual transfer of assets. The amount credited to each Transfer Account as an opening January 1, 2002, balance shall be determined pursuant to the rules contained in this Appendix A. Each H. D. Vest Plan participant who has a Transfer Account under this Plan shall be considered a Participant in this Plan only with respect to the Transfer Account unless the individual satisfies the definition of Participant in Section 2.1 of the Plan and the individual elects to have the Transfer Account become subject to all of the terms of this Plan as provided in Section 1.4 of this Appendix A.

          Section 1.3. Each participant in the H.D. Vest Plan shall be provided with the opportunity to elect to have the Transfer Account become subject to all of the terms and conditions of this Plan as provided in Section 1.4 below. The result of such an election will be that the participant’s Transfer Account will be subject to all of the terms and conditions of this Plan and will no longer be subject to the terms and conditions of the H.D. Vest Plan. If a participant in the H.D. Vest Plan does not elect to have the Transfer Account become subject to the terms and conditions of this Plan, the Transfer Account shall remain subject to the same terms as those contained in the former H.D. Vest Plan (incorporated herein by reference) except as those terms are modified in Section 1.5 below.

          Section 1.4. If a participant in the H.D. Vest Plan elects to have the Transfer Account become subject to all of the terms and conditions of this Plan and such election is accepted and approved by the Company, the following rules apply to the Transfer Account:

(a)

A lump sum present value shall be calculated for the participant’s benefit under the H.D. Vest Plan benefit as of December 31, 2001, and that amount shall be credited to the participant’s Transfer Account under this Plan and shown as the opening balance of the Transfer Account on January 1, 2002. The following rules shall apply in determining the December 31, 2001, lump sum present value of each participant’s H.D. Vest Plan benefit:

(i)

the present value of the benefit payable under the H.D. Vest Plan shall be determined as a lump sum amount as of December 31, 2001, and

(ii)

the present value of the benefit shall be calculated by determining the projected benefit of the participant as of the expiration of the deferral periods elected by the participant under the H.D. Vest Plan and in effect as of December 31, 2001, assuming continued service as an independent contractor for the remaining portion of the deferral periods elected, discounted for the difference between the elective deferral amounts credited to the participant’s account under the H.D. Vest Plan and the projected benefit for the deferral periods elected, using the following actuarial factors:

	(A)		the annual rate of interest on 30-year U.S. Treasury securities, and the mortality table determined from the table prescribed by the Secretary of the Treasury under section 417(e)(3)(A)(ii)(I) of the Code based upon the prevailing standard table used to determine reserves for group annuity contracts; and
	(B)		the rate at which service as an independent contractor for the remaining portion of the deferral periods elected may continue.

	(b)		A Participant subject to this Section 1.4 shall complete a distribution election form pursuant to Article VIII of this Plan as in effect at the time of that election. Effective January 1, 2002, all distributions from the Participant’s Transfer Account shall be made in accordance with Article VIII. For purposes of applying Article VIII to a Transfer Account subject to this Section 1.4 after the restatement of this Plan that became effective January 1, 2008, the Transfer Account shall be subject to Article VIII as if it was a Deferral Account and the election made pursuant to this Section 1.4(b) was made in the Deferral Election for that Deferral Account.
	(c)		A Participant subject to this Section 1.4 shall complete an investment request form for the Transfer Account subject to the provisions of Article VI of this Plan. The provisions of Article VI shall apply to the Transfer Account effective January 1, 2002. If the Participant elects to have all or a portion of his or her Transfer Account measured by the value of the Common Stock, the Company shall credit the Participant’s Transfer Account with an additional amount equal to 10% of the amount of the Transfer Account that the Participant elected to be measured by the value of the Common Stock. Such additional amount shall be measured by the value of the Common Stock pursuant to the provisions of Article VI of this Plan. No Participant shall be entitled to allocate or reallocate any such additional amounts (including any adjustments to such amounts under Section 6.2(c) of the Plan) to an investment option other than one based on the value of Company Stock unless the Company determines that such an investment option will no longer be available.

(d)

The Participant’s Transfer Account shall be one hundred percent (100%) Vested at all times.

          Section 1.5. If a participant in the H.D. Vest Plan does not elect to have the Transfer Account become subject to all of the terms and conditions of this Plan, the following rules apply to the Transfer Account:

	(a)		The Transfer Account payable to or on behalf of such Participant shall be determined as of any date determined by the Company by calculating the benefit payable to the Participant based on the amounts credited to the participant’s H.D. Vest Plan accounts as of December 31, 2001, and the elections made by the participant under the H.D. Vest Plan prior to December 31, 2001.
	(b)		Subject to paragraph (c) of this Section 1.5, the Transfer Account so established for such Participant shall be credited at the end of the deferral periods originally selected under the H.D. Vest Plan with an additional amount determined as follows:

 

Amount Credited by Company
As a Percentage of the Deferral Amount

Deferral Period						Amount Credited
Option 1: 36 month period							41	%
Option 2: 60 month period							85	%
Option 3: 84 month period							151	%
Option 4: 120 month period							305	%

 

	(c)		Notwithstanding any provision herein to the contrary, if, however, a Participant for whom a Transfer Account is established pursuant to this Section 1.5 ceases to provide any investment or other services to or with respect to a Participating Company before the expiration of the deferral period elected by the Participant under the H.D. Vest Plan, attainment of age 65, death or Disability, no additional amounts shall be credited to the Participant’s Transfer Account under Section 1.5(b) of this Appendix A.
	(d)		The amount credited to the Transfer Account under this Section 1.5 shall be distributed to or on behalf of the Participant in cash on a bi-monthly basis over the period of thirty-six (36), sixty (60), eighty-four (84), or one hundred twenty (120) consecutive months following the end of the deferral period as originally selected by the Participant with respect to amounts deferred under the H.D. Vest Plan. Notwithstanding anything in the H.D. Vest Plan to the contrary, if a Participant dies or becomes disabled before all of his or her Transfer Account has been distributed, the amount remaining shall be distributed at the same times and in the

same manner as it would have been distributed to the Participant if the Participant’s death or disability had not occurred.

          Section 1.6. The Transfer Accounts established under this Appendix A shall be separate bookkeeping accounts representing an unfunded and unsecured promise of performance under the Plan.

          Section 1.7 For purposes of this Appendix A, the term “Disability” means a medically determinable physical or mental impairment which: (i) renders the individual totally and permanently disabled and incapable of performing any substantial services for a Participating Company, (ii) can be expected to be of long-continued and indefinite duration or result in death, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company. Notwithstanding the foregoing, a Participant who is determined to be eligible for Social Security disability benefits will be deemed to have a Disability for purposes of this Plan. The Company shall determine the date on which the Disability shall have occurred if such determination is necessary.