<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1998
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WELLS FARGO & COMPANY
(formerly named Norwest Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 6712 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
415-477-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
STANLEY S. STROUP
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
WELLS FARGO & COMPANY
SIXTH AND MARQUETTE
MINNEAPOLIS, MINNESOTA 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN
(Full titles of plan)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to Be to Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $38.1875(2) $76,375,000(2) $22,530.63
(par value $1-2/3 per share) (1)
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each share of the Registrant's common stock includes one preferred stock
purchase right.
(2) Estimated solely for the purpose of computing the registration fee.
--------------------------
This Registration Statement on Form S-8 covers shares of the common stock,
$1-2/3 par value ("Common Stock"), of Wells Fargo & Company, formerly named
Norwest Corporation (the "Registrant"), including associated preferred stock
purchase rights, and an indeterminate amount of related plan participation
interests, that may be issued by the Registrant under the plan listed above.
The plan was assumed by WFC Holdings Corporation, a wholly-owned subsidiary of
the Registrant, as a result of the merger on November 2, 1998 of the former
Wells Fargo & Company with WFC Holdings Corporation.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference: (i) annual report on Form 10-K for the year ended
December 31, 1997; (ii) quarterly reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998; (iii) current reports on
Form 8-K filed January 22, 1998, April 20, 1998, April 22, 1998, June 8, 1998,
June 9, 1998, June 12, 1998, June 18, 1998, July 22, 1998, August 5, 1998,
October 21, 1998, October 22, 1998 and November 16, 1998; (iv) current report on
Form 8-K filed October 13, 1997 containing a description of the Common Stock,
including any amendment or report filed with the Commission to update such
description; and (v) registration statement on Form 8-A dated October 21, 1998
containing a description of preferred stock purchase rights attached to shares
of Common Stock, including any amendment or report filed with the Commission to
update such description.
All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Registrant and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, included in the Registrant's annual
report on Form 10-K for the year ended December 31, 1997, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of the Registrant. Mr. Stroup beneficially owns
shares of Common Stock and options to purchase additional shares of Common
Stock. As of the date of this Registration Statement, the number of shares Mr.
Stroup owns or has the right to acquire upon exercise of his options is, in the
aggregate, less than 0.1% of the outstanding shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the Registrant provides for broad indemnification of
directors and officers. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a posteffective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent posteffective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) (Section 230.424(b) of this chapter) if,
in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 of section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating
II-2
<PAGE>
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON NOVEMBER 25, 1998.
WELLS FARGO & COMPANY
By: /s/ Richard M. Kovacevich
--------------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-8 HAS BEEN SIGNED ON NOVEMBER 25, 1998 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
/s/ RICHARD M. KOVACEVICH President and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ RODNEY L. JACOBS Vice Chairman and Chief
- ----------------------------------- Financial Officer
Rodney L. Jacobs (Principal Financial Officer)
/s/ LES L. QUOCK Controller
- ----------------------------------- (Principal Accounting Officer)
Les L. Quock
LES BILLER )
J.A. BLANCHARD III )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL )
PAUL HAZEN )
WILLIAM A. HODDER )
RODNEY L. JACOBS )
REATHA CLARK KING ) A majority of the
RICHARD M. KOVACEVICH ) Board of Directors*
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- ----------------------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ RICHARD M. KOVACEVICH
--------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON THE 25TH DAY OF NOVEMBER, 1998.
WFC HOLDINGS CORPORATION
By: /s/ RICHARD M. KOVACEVICH
------------------------------
Richard M. Kovacevich
President
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
------ ----------- -------
<S> <C> <C>
5 Opinion of General Counsel of Wells Fargo & Electronic Transmission
Company.
23.1 Consent of General Counsel of Wells Fargo &
Company (included as part of Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP. Electronic Transmission
24.1 Powers of Attorneys (incorporated by
reference to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-
63247) filed on September 11, 1998).
24.2 Powers of Attorney. Electronic Transmission
99.1 Wells Fargo & Company Tax Advantage and Electronic Transmission
Retirement Plan and Trust.
99.2 Amendment No. 1 to the Wells Fargo & Company Electronic Transmission
Tax Advantage and Retirement Plan and Trust.
99.3 Amendment No. 2 to the Wells Fargo & Company Electronic Transmission
Tax Advantage and Retirement Plan and Trust.
99.4 Amendment to the Employee Benefit Plans Electronic Transmission
Sponsored by former Wells Fargo & Company.
</TABLE>
<PAGE>
EXHIBIT 5
November 25, 1998
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 2,000,000 shares of the common stock, par value of $1-2/3 per
share, of Wells Fargo & Company, formerly named Norwest Corporation (the
"Corporation"), and related preferred stock purchase rights (such shares and
rights collectively the "Shares"), which may be issued pursuant to the Tax
Advantage and Retirement Plan (the "Plan"), I have examined such corporate
records and other documents, including the registration statement on Form S-8 to
be filed with the Securities and Exchange Commission relating to the Shares (the
"Registration Statement"), and have reviewed such matters of law as I have
deemed necessary for this opinion. I advise you that in my opinion:
1. The Corporation is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When issued in accordance with the terms of the Plan, the Shares will be
legally and validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
- --------------------------
Stanley S. Stroup
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Wells Fargo & Company
We consent to the use of our report dated January 15, 1998, on the consolidated
financial statements of Norwest Corporation (now named Wells Fargo & Company)
incorporated herein by reference and to the reference to our firm under the
heading "EXPERTS" in the registration statement.
/s/ KPMG Peat Marwick LLP
November 25, 1998
Minneapolis, Minnesota
<PAGE>
EXHIBIT 24.2
WELLS FARGO & COMPANY
(formerly named Norwest Corporation)
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES S. BILLER, RODNEY
L. JACOBS, STANLEY S. STROUP and LAUREL A. HOLSCHUH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of the Corporation to a Registration Statement on Form S-8 or other applicable
form, and all amendments, including post-effective amendments, thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of 2,000,000 shares of Common Stock of the Corporation,
including associated preferred stock purchase rights and an indeterminate amount
of related plan participation interests, adjusted for any change in the number
of outstanding shares of Common Stock resulting from stock splits, reverse stock
splits or stock dividends occurring after the date hereof, issuable in
connection with the Tax Advantage and Retirement Plan, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 20th day of November, 1998.
/s/ Paul Hazen
------------------
<PAGE>
WELLS FARGO & COMPANY
(formerly named Norwest Corporation)
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES S. BILLER, RODNEY
L. JACOBS, STANLEY S. STROUP and LAUREL A. HOLSCHUH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of the Corporation to a Registration Statement on Form S-8 or other applicable
form, and all amendments, including post-effective amendments, thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of 2,000,000 shares of Common Stock of the Corporation,
including associated preferred stock purchase rights and an indeterminate amount
of related plan participation interests, adjusted for any change in the number
of outstanding shares of Common Stock resulting from stock splits, reverse stock
splits or stock dividends occurring after the date hereof, issuable in
connection with the Tax Advantage and Retirement Plan, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of November, 1998.
/s/ Rodney L. Jacobs
----------------------
<PAGE>
EXHIBIT 99.1
Wells Fargo & Company Tax Advantage and Retirement Plan and Trust
Complete Amendment and Restatement Generally Effective January 1, 1987
This document constitutes an amendment and restatement of the Wells Fargo &
Company Incentive and Savings Plan, established effective January 1, 1971, as
renamed the Wells Fargo & Company Tax Advantage Plan effective January 1, 1984,
and as subsequently renamed the Wells Fargo & Company Tax Advantage and
Retirement Plan ("Plan") effective January 1, 1991. The Plan is intended to
constitute a qualified profit sharing plan, as described in Code section 401(a),
which includes a qualified cash or deferred arrangement, as described in Code
section 401(k). Appendix A to this Plan and Trust identifies plans that have
been merged into the Plan during the period January 1, 1987 through December 31,
1994.
The Plan, as set forth in this document, is hereby amended and restated
generally effective as of January 1, 1987. This document supersedes the document
as previously amended and restated effective as of January 1, 1991. The
provisions relating to the Trustee as set forth in this document, are generally
effective January 1, 1991 and constitute the trust agreement which is entered
into by and between Wells Fargo & Company and Wells Fargo Bank, National
Association. The Trust is intended to be tax exempt as described under Code
section 501(a).
The purpose of this amendment and restatement is to establish a document to
govern the period January 1, 1987 through December 31, 1994 for submission to
the Internal Revenue Service as part of the Determination Letter application
process.
Date: , 19 Wells Fargo & Company
------------------- --
By:
------------------------------
Title:
------------------------------
The trust agreement set forth in those provisions of this Plan and Trust which
relate to the Trustee is hereby executed.
Date: , 19 Wells Fargo Bank, National Association
------------------- --
By:
------------------------------
Title:
------------------------------
Date: , 19 Wells Fargo Bank, National Association
------------------- --
By:
------------------------------
Title:
------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1 DEFINITIONS...................................................... 1
2 ELIGIBILITY...................................................... 11
2.1 Eligibility............................................ 11
2.2 Ineligible Employees................................... 11
2.3 Ineligible or Former Participants...................... 11
3 PARTICIPANT CONTRIBUTIONS........................................ 12
3.1 Pre-Tax Contribution Election.......................... 12
3.2 After-Tax Contribution Election........................ 12
3.3 Changing a Pre-Tax Contribution Election............... 12
3.4 Revoking and Resuming a Pre-Tax Contribution Election.. 12
3.5 Contribution Percentage Limits......................... 13
3.6 Refunds When Contribution Dollar Limit Exceeded........ 13
3.7 Timing, Posting and Tax Considerations................. 14
4 ROLLOVERS & TRUST-TO-TRUST TRANSFERS............................. 15
4.1 Rollovers.............................................. 15
4.2 Transfers From Other Qualified Plans................... 15
5 EMPLOYER CONTRIBUTIONS........................................... 16
5.1 Company Match Contributions............................ 16
5.2 Company Plus Contributions............................. 17
5.3 Retirement Contributions............................... 18
6 ACCOUNTING....................................................... 20
6.1 Individual Participant Accounting...................... 20
6.2 Sweep Account is Transaction Account................... 20
6.3 Trade Date Accounting and Investment Cycle............. 20
6.4 Accounting for Investment Funds........................ 20
6.5 Payment of Fees and Expenses........................... 21
6.6 Accounting for Participant Loans....................... 21
6.7 Error Correction....................................... 21
6.8 Special Accounting During Conversion Period............ 22
6.9 Accounts for QDRO Beneficiaries........................ 22
7 INVESTMENT FUNDS AND ELECTIONS................................... 23
7.1 Investment Funds....................................... 23
7.2 Investment Fund Elections.............................. 23
7.3 Responsibility for Investment Choice................... 23
7.4 Default if No Election................................. 24
7.5 Timing................................................. 24
7.6 Investment Fund Election Change Fees................... 24
8 VESTING & FORFEITURES............................................ 25
8.1 Fully Vested Contribution Accounts..................... 25
8.2 Full Vesting upon Certain Events....................... 25
2
<PAGE>
8.3 Special Provisions Related to Employees of Wells Fargo
Ag Credit.............................................. 25
8.4 Vesting Schedule....................................... 25
8.5 Forfeitures............................................ 26
8.6 Rehired Employees...................................... 26
8.7 Special Provisions Related to Restoration of Retirement
Account Forfeitures Regarding Rehired Employees Prior
to January 1, 1991..................................... 27
8.8 Special Provisions Related
to Rehired Employees of Predecessor Employers.......... 27
9 PARTICIPANT LOANS................................................ 28
9.1 Participant Loans Permitted............................ 28
9.2 Loan Application, Note and Security.................... 28
9.3 Spousal Consent........................................ 28
9.4 Loan Approval.......................................... 28
9.5 Loan Funding Limits.................................... 28
9.6 Maximum Number of Loans................................ 29
9.7 Source and Timing of Loan Funding...................... 29
9.8 Interest Rate.......................................... 29
9.9 Repayment.............................................. 30
9.10 Repayment Hierarchy.................................... 30
9.11 Repayment Suspension................................... 30
9.12 Loan Default........................................... 30
9.13 Call Feature........................................... 31
10 IN-SERVICE WITHDRAWALS........................................... 32
10.1 In-Service Withdrawals Permitted....................... 32
10.2 In-Service Withdrawal Application and Notice........... 32
10.3 Spousal Consent........................................ 32
10.4 In-Service Withdrawal Approval......................... 32
10.5 Minimum Amount, Payment Form and Medium................ 33
10.6 Source and Timing of In-Service Withdrawal Funding..... 33
10.7 Hardship Withdrawals................................... 33
10.8 After-Tax Account Withdrawals.......................... 35
10.9 Rollover Account Withdrawals........................... 36
10.10 Over Age 59 1/2 Withdrawals............................ 36
10.11 Terminally Disabled Withdrawals........................ 37
11 DISTRIBUTIONS ONCE EMPLOYMENT ENDS............................... 38
11.1 Benefit Information, Notices and Election.............. 38
11.2 Spousal Consent........................................ 39
11.3 Payment Form and Medium................................ 39
11.4 Failure to Elect a Payment Form........................ 40
11.5 Distribution of Small Amounts.......................... 40
11.6 Source and Timing of Distribution Funding.............. 40
11.7 Deemed Distribution.................................... 41
11.8 Latest Commencement Permitted.......................... 41
11.9 Payment Within Life Expectancy......................... 41
11.10 Incidental Benefit Rule................................ 41
11.11 Payment to Beneficiary................................. 42
11.12 Beneficiary Designation................................ 42
3
<PAGE>
11.13 QJSA and QPSA Information and Elections ............... 43
12 ADP AND ACP TESTS................................................ 45
12.1 Contribution Limitation Definitions.................... 45
12.2 ADP and ACP Tests...................................... 48
12.3 Correction of ADP and ACP Tests........................ 48
12.4 Multiple Use Test...................................... 49
12.5 Correction of Multiple Use Test........................ 49
12.6 Adjustment for Investment Gain or Loss................. 49
12.7 Testing Responsibilities and Required Records.......... 50
12.8 Separate Testing....................................... 50
13 MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS..................... 51
13.1 "Annual Addition" Defined.............................. 51
13.2 Maximum Annual Addition................................ 51
13.3 Avoiding an Excess Annual Addition..................... 51
13.4 Correcting an Excess Annual Addition................... 51
13.5 Correcting a Multiple Plan Excess...................... 52
13.6 "Defined Benefit Fraction" Defined..................... 52
13.7 "Defined Contribution Fraction" Defined................ 53
13.8 Combined Plan Limits and Correction.................... 53
14 TOP HEAVY RULES.................................................. 54
14.1 Top Heavy Definitions.................................. 54
14.2 Special Contributions.................................. 55
14.3 Special Vesting........................................ 56
14.4 Adjustment to Combined Limits for Different Plans...... 56
15 PLAN ADMINISTRATION.............................................. 57
15.1 Plan Delineates Authority and Responsibility........... 57
15.2 Fiduciary Standards.................................... 57
15.3 Company is ERISA Plan Administrator.................... 57
15.4 Administrator Duties................................... 57
15.5 Advisors May be Retained............................... 58
15.6 Delegation of Administrator Duties..................... 58
15.7 Committee Operating Rules.............................. 58
16 MANAGEMENT OF INVESTMENTS........................................ 59
16.1 Trust Agreement........................................ 59
16.2 Investment Funds....................................... 59
16.3 Authority to Hold Cash................................. 60
16.4 Trustee to Act Upon Instructions....................... 60
16.5 Administrator Has Right to
Vote Registered Investment Company Shares.............. 60
16.6 Custom Fund Investment Management ..................... 60
16.7 Authority to Segregate Assets.......................... 61
16.8 Maximum Permitted Investment in Company Stock.......... 61
16.9 Purchases and Sales of Company Stock................... 61
16.10 Participants Have Right to Vote Company Stock.......... 62
4
<PAGE>
16.11 Registration and Disclosure for Company Stock.......... 62
17 TRUST ADMINISTRATION............................................. 63
17.1 Trustee to Construe Trust.............................. 63
17.2 Trustee To Act As Owner of Trust Assets................ 63
17.3 United States Indicia of Ownership..................... 63
17.4 Tax Withholding and Payment............................ 64
17.5 Trust Accounting....................................... 64
17.6 Valuation of Certain Assets............................ 64
17.7 Legal Counsel.......................................... 65
17.8 Fees and Expenses...................................... 65
17.9 Trustee Duties and Limitations......................... 65
18 RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION................ 66
18.1 Plan Does Not Affect Employment Rights................. 66
18.2 Limited Return of Contributions........................ 66
18.3 Assignment and Alienation.............................. 66
18.4 Facility of Payment.................................... 67
18.5 Reallocation of Lost Participant's Accounts............ 67
18.6 Claims Procedure....................................... 67
18.7 Construction........................................... 68
18.8 Jurisdiction and Severability.......................... 68
18.9 Indemnification by Employer............................ 68
19 AMENDMENT, MERGER, DIVESTITURES AND TERMINATION.................. 69
19.1 Amendment.............................................. 69
19.2 Merger................................................. 69
19.3 Divestitures........................................... 70
19.4 Plan Termination....................................... 70
19.5 Amendment and Termination Procedures................... 70
19.6 Termination of Employer's Participation................ 71
19.7 Replacement of the Trustee............................. 71
19.8 Final Settlement and Accounting of Trustee............. 72
APPENDIX A - HISTORY OF THE PLAN...................................... 73
APPENDIX B - TRANSFER OF ASSETS....................................... 75
APPENDIX C - ACCOUNTING............................................... 77
APPENDIX D - IN-SERVICE WITHDRAWALS................................... 79
APPENDIX E - DISTRIBUTIONS............................................ 82
APPENDIX F - MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS............. 94
APPENDIX G - AMENDMENT................................................ 98
</TABLE>
1 DEFINITIONS
5
<PAGE>
When capitalized, the words and phrases below have the following
meanings unless different meanings are clearly required by the context:
1.1 "Account". The records maintained for purposes of accounting
for a Participant's interest in the Plan. "Account" may refer
to one or all of the following accounts which have been
created on behalf of a Participant to hold specific types of
Contributions under the Plan and amounts transferred from
predecessor plans as set forth in Appendix B:
(a) "Pre-Tax Account". An account created to hold
Pre-Tax Contributions.
(b) "After-Tax Account". An account created to hold After-Tax
Contributions.
(c) "Rollover Account". An account created to hold Rollover
Contributions.
(d) "Company Match Account". An account created to hold
Company Match Contributions.
(e) "Company Plus Account". An account created to hold
Company Plus Contributions.
(f) "Retirement Account". An account created to hold
Retirement Contributions.
(g) "Prior Plan Account". An account created to hold Prior
Plan Contributions.
1.2 "ACP" or "Average Contribution Percentage". The percentage
calculated in accordance with Section 12.1.
1.3 "Adjusted Service Date". A date equal to an Employee's hire
date or as that date may be adjusted as a result of an
Employee's termination of employment with all Related
Companies and reemployment with a Related Company.
1.4 "Administrator". The Company, which may delegate all or a
portion of the duties of the Administrator under the Plan to
a Committee in accordance with Section 15.6.
1.5 "ADP" or "Average Deferral Percentage". The percentage
calculated in accordance with Section 12.1.
1.6 "Beneficiary". The person or persons who is to receive
benefits after the death of the Participant pursuant to the
"Beneficiary Designation" paragraph in Section 11, or as a
result of a QDRO.
6
<PAGE>
1.7 "Break in Service". The fifth anniversary (or sixth
anniversary if absence from employment was due to a Parental
Leave) of the date on which a Participant's employment ends.
1.8 "Code". The Internal Revenue Code of 1986, as amended.
Reference to any specific Code section shall include such
section, any valid regulation promulgated thereunder, and any
comparable provision of any future legislation amending,
supplementing or superseding such section.
1.9 "Committee". The committee which has been appointed by the
Company to administer the Plan in accordance with Section
15.6.
1.10 "Company". Wells Fargo & Company or any successor by merger,
purchase or otherwise.
1.11 "Company Stock". Shares of common stock of the Company, its
predecessor(s), or its successors or assigns, or any
corporation with or into which said corporation may be
merged, consolidated or reorganized, or to which a majority
of its assets may be sold.
1.12 "Compensation". The sum of a Participant's Taxable Income and
salary reductions, if any, pursuant to Code sections 125,
402(e)(3), 402(h), 403(b), 414(h)(2) or 457.
For purposes of determining benefits under this Plan for Plan
Years beginning on or after January 1, 1989, Compensation is
limited to $200,000 (as indexed for the cost of living
pursuant to Code sections 401(a)(17) and 415(d)) per Plan
Year. For purposes of determining benefits under this Plan
for Plan Years beginning on or after January 1, 1994,
Compensation is limited to $150,000 (as indexed for the cost
of living pursuant to Code sections 401(a)(17) and 415(d))
per Plan Year.
For purposes of the preceding sentences, in the case of an
HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (i) such HCE and such HCE's family
group (as defined below) shall be treated as a single
employee and the Compensation of each family group member
shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among
such HCE and his or her family group members in proportion to
each individual's Compensation before the application of this
sentence. For purposes of this Section, the term "family
group" shall mean an Employee's spouse and lineal descendants
who have not attained age 19 before the close of the year in
question.
For the purpose of determining HCEs and key employees,
Compensation for the entire Plan Year shall be used. For the
purpose of determining ADP and ACP, Compensation shall be
limited to amounts paid to an Eligible Employee while a
Participant.
1.13 "Contribution". An amount contributed to the Plan by the
Employer or an Eligible Employee, and allocated by
contribution type to Participants'
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<PAGE>
Accounts, as described in Section 1.1.
Specific types of contributions include:
(a) "Pre-Tax Contribution". An amount contributed by the
Employer on an eligible Participant's behalf in
conjunction with a Participant's Code section 401(k)
salary deferral election.
(b) "After-Tax Contribution". An amount contributed by
an eligible Participant on an after-tax basis.
Effective October 1, 1994, an amount previously
contributed by an eligible Participant on an
after-tax basis under former Plan provisions, which
continue to be accounted for in the Plan.
(c) "Rollover Contribution". An amount contributed by an
Eligible Employee which originated from another
employer's or an Employer's qualified plan.
(d) "Company Match Contribution". An amount contributed
by the Employer on an eligible Participant's behalf
based upon the amount contributed by the eligible
Participant.
(e) "Company Plus Contribution". An amount contributed
by the Employer on an eligible Participant's behalf
and allocated on a pay based formula to the
Participant.
(f) "Retirement Contribution". An amount contributed by
the Employer on an eligible Participant's behalf and
allocated on a pay based formula to the Participant
plus additional transition Contributions for certain
eligible Participants, and including amounts for
disabled participants which were prior to January 1,
1991 included as Company Plus Contributions.
(g) "Prior Plan Contribution". An amount previously
contributed by the Employer on an eligible
Participant's behalf under former Plan provisions,
which continue to be accounted for in the Plan.
8
<PAGE>
1.14 "Contribution Dollar Limit". The annual limit placed on each
Participant's Pre-Tax Contributions, which shall be $7,000
per calendar year (as indexed for the cost of living pursuant
to Code sections 402(g)(5) and 415(d)). For purposes of this
Section, a Participant's Pre-Tax Contributions shall include
(i) any employer contribution made under any qualified cash
or deferred arrangement as defined in Code section 401(k) to
the extent not includible in gross income for the taxable
year under Code section 402(e)(3) or 402(h)(1)(B) (determined
without regard to Code section 402(g)), and (ii) any employer
contribution to purchase an annuity contract under Code
section 403(b) under a salary reduction agreement (within the
meaning of Code section 3121(a)(5)(D)).
1.15 "Conversion Period". The period of converting the prior
accounting system of the Plan and Trust, if such Plan and
Trust were in existence prior to the Effective Date, or the
prior accounting system of any plan and trust which is merged
into this Plan and Trust subsequent to the Effective Date, to
the accounting system described in Section 6.
1.16 "Direct Rollover". Effective January 1, 1993, a payment from
the Plan to an Eligible Retirement Plan specified by a
Distributee.
1.17 "Disability Pay". The rate of Pay being earned just prior to
becoming a Disabled Crocker Participant or a Disabled Wells
Fargo Participant, except that effective August 1, 1994, if a
Disabled Crocker Participant or Disabled Wells Fargo
Participant returns to employment while still considered a
Disabled Crocker Participant or Disabled Wells Fargo
Participant, Disability Pay shall be his or her Pay.
1.18 "Disabled". An inability to engage in any substantially
gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a
period of at least 12 months, such determination to be made
by the Administrator in its sole discretion.
1.19 "Disabled Crocker Participant". An individual who (1) is
deemed to be an Employee, (2) became disabled under the terms
of the Crocker National Bank Long-Term Disability Plan prior
to June 1,1986, (3) was a participant as of May 30, 1986 in
the Crocker National Bank Pension Plan and who was entitled
to continued benefit accruals on account of "qualified
disability" as defined under such plan, and (4) is receiving
benefits on and after June 1, 1986 under either the Crocker
National Bank Long-Term Disability Plan or the Wells Fargo &
Company Long-Term Disability Plan.
1.20 "Disabled Wells Fargo Participant". For periods prior to July
1, 1994, an individual who (1) is deemed to be an Employee,
(2) became Disabled on or after completion of a 10 year
Period of Employment and (3) is receiving benefits under the
Wells Fargo & Company Long-Term Disability Plan.
For periods on or after July 1, 1994, an individual who (1)
is deemed to be an Employee, (2) has completed a 10 year
Period of Employment before July
9
<PAGE>
1, 1994 and (3) receives benefits under the Wells Fargo &
Company Long-Term Disability Plan for a disability incurred
prior to July 1, 1994.
1.21 "Distributee". An Employee or former Employee, the surviving
spouse of an Employee or former Employee and a spouse or
former spouse of an Employee or former Employee determined to
be an alternate payee under a QDRO.
1.22 "Effective Date". The date upon which the provisions of this
document become effective. This date is January 1, 1987,
unless stated otherwise. In general, the provisions of this
document only apply to Participants who are Employees on or
after the Effective Date. However, investment and
distribution provisions apply to all Participants with
Account balances to be invested or distributed after the
Effective Date.
1.23 "Eligible Employee". An Employee of an Employer who is
compensated on a salaried or full-commission basis and on its
U.S. payroll, except any Employee who is treated as an
Employee because he or she is a Leased Employee and except
that with regard to the Wells Fargo & Company Tax Advantage
Plan, prior to January 1, 1991, "Eligible Employee" excluded
any non-resident Employee who elected not to participate in
the plan
1.24 "Eligible Retirement Plan". An individual retirement account
described in Code section 408(a), an individual retirement
annuity described in Code section 408(b), an annuity plan
described in Code section 403(a), or a qualified trust
described in Code section 401(a), that accepts a
Distributee's Eligible Rollover Distribution, except that
with regard to an Eligible Rollover Distribution to a
surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement
annuity.
1.25 "Eligible Rollover Distribution". A distribution of all or
any portion of the balance to the credit of a Distributee,
excluding a distribution that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of a
Distributee or the joint lives (or joint life expectancies)
of a Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more;
a distribution to the extent such distribution is required
under Code section 401(a)(9); and the portion of a
distribution that is not includible in gross income
(determined without regard to the exclusion for net
unrealized appreciation with respect to Employer securities).
1.26 "Employee". An individual who is:
(a) a common-law employee of any Related Company and for
whom any income for such employment is subject to
withholding of federal income taxes, or
(b) a Leased Employee.
1.27 "Employer". The Company and any Subsidiary or other Related
Company of either the Company or a Subsidiary which adopts
this Plan with the approval
10
<PAGE>
of the Company.
1.28 "ERISA". The Employee Retirement Income Security Act of 1974,
as amended. Reference to any specific section shall include
such section, any valid regulation promulgated thereunder,
and any comparable provision of any future legislation
amending, supplementing or superseding such section.
1.29 "Execution Date". The date on which this Plan and Trust
document, as amended and restated, is executed.
1.30 "Forfeiture Account". An account holding amounts forfeited by
Participants who have left the Employer, invested in interest
bearing deposits of the Trustee, pending disposition as
provided in this Plan and Trust and as directed by the
Administrator.
1.31 "HCE" or "Highly Compensated Employee". An Employee described
as a Highly Compensated Employee in Section 12.
1.32 "Ineligible". The Plan status of an individual during the
period in which he or she is (1) an Employee of a Related
Company which is not then an Employer, (2) an Employee, but
not an Eligible Employee, or (3) not an Employee.
1.33 "Investment Fund" or "Fund". An investment fund as described
in Section 16.2.
1.34 "Leased Employee". An individual who is deemed to be an
employee of any Related Company as provided in Code section
414(n) or (o).
1.35 "Leave of Absence". A period during which an individual is
deemed to be an Employee, but is absent from active
employment, provided that the absence:
(a) was authorized by a Related Company; or
(b) was due to military service in the United States armed
forces and the individual returns to active employment
within the period during which he or she retains
employment rights under federal law.
1.36 "Loan Account". The record maintained for purposes of
accounting for a Participant's loan and payments of principal
and interest thereon.
1.37 "NHCE" or "Non-Highly Compensated Employee". An Employee
described as a Non-Highly Compensated Employee in Section 12.
1.38 "Normal Retirement Date". The date of a Participant's 65th
birthday.
1.39 "Owner". A person with an ownership interest in the capital,
profits, outstanding stock or voting power of a Related
Company within the meaning of Code section 318 or 416 (which
exclude indirect ownership through a qualified plan).
11
<PAGE>
1.40 "Parental Leave". The period of absence from work by reason
of pregnancy, the birth of an Employee's child, the placement
of a child with the Employee in connection with the child's
adoption, or caring for such child immediately after birth or
placement as described in Code section 410(a)(5)(E).
1.41 "Participant". An Eligible Employee who begins to participate
in the Plan after completing the eligibility requirements as
described in Section 2.1. An Eligible Employee who makes a
Rollover Contribution prior to completing the eligibility
requirements as described in Section 2.1 shall also be
considered a Participant except for purposes of provisions
related to Contributions (other than a Rollover Contribution)
and Participant loans. A Participant's participation
continues until his or her employment with all Related
Companies ends and his or her Account is distributed or
forfeited.
1.42 "Pay". All amounts paid to an Eligible Employee by an
Employer while a Participant during the current period as (1)
base salary or wage (which includes vacation pay, salary
continuance pay, sick pay and supplemental short term
disability pay) and (2) effective January 1, 1989,
performance awards under the Basic Incentive Pay Plan and
except that for purposes of Company Match, Company Plus and
Retirement Contributions, Pay shall exclude performance
awards under the Basic Incentive Pay Plan to the extent that
Pay would otherwise exceed $100,000.
Effective January 1, 1992, all amounts paid to an Eligible
Employee by an Employer while a Participant during the
current period as (1) base salary or wage (which includes
vacation pay, salary continuance pay, sick pay and
supplemental short term disability pay) and (2) performance
awards (which includes awards under the Basic, Management and
Executive Incentive Pay Plans, discretionary bonuses and
monetary awards from incentive plans, but which excludes
awards in which the amount to be paid in cash is determined
first and then the taxable amount of the award is grossed up
to include applicable taxes), but only to the extent that
inclusion of performance awards does not cause Pay to exceed
$100,000. Notwithstanding, performance awards (other than
awards under the Basic Incentive Pay Plan) earned before
1992, but paid in 1992, shall be excluded.
Effective January 1, 1989, solely for purposes of computing
the amount of Company Match, Company Plus and Retirement
Contributions, in the case of a Participant who is on an
unpaid Leave of Absence solely for the purpose of attending
United States Military Reserve Duty, "Pay" includes an amount
equal to the first two weeks of the Participant's military
pay for such attendance.
Pay is neither increased nor decreased by any salary credit
or reduction pursuant to Code sections 125 or 402(e)(3). For
Plan Years beginning on or after January 1, 1989, Pay is
limited to $200,000 (as indexed for the cost of living
pursuant to Code sections 401(a)(17) and 415(d)) per Plan
Year. Pay is limited to $150,000 (as indexed for the cost of
living pursuant to Code sections 401(a)(17) and 415(d)) per
Plan Year effective for Plan Years beginning on or after
January 1, 1994.
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<PAGE>
For purposes of the Contributions described in Section 5.2
and 5.3, the limitations as described in the third paragraph
of Section 1.12 shall also apply.
1.43 "Period of Employment". The period beginning on the date an
Employee first performs an hour of service and ending on the
date his or her employment ends. Employment ends on the date
the Employee quits, retires, is discharged, dies or (if
earlier) the first anniversary of his or her absence for any
other reason unless he or she is on a Leave of Absence. The
period of absence starting with the date an Employee's
employment temporarily ends and ending on the date he or she
is subsequently reemployed is (1) included in his or her
Period of Employment if the period of absence does not exceed
one year, and (2) excluded if such period exceeds one year.
Period of Employment includes the period prior to a Break in
Service.
An Employee's service with a predecessor or acquired company
shall only be counted in the determination of his or her
Period of Employment for eligibility and/or vesting purposes
if (1) the Company, pursuant to the provisions of Section 19,
directs that credit for such service be granted or prior to
January 1, 1991, to the extent provided in Actions of
Officers executed by the Company's executive officers, or (2)
a qualified plan of the predecessor or acquired company is
subsequently maintained by any Employer or Related Company.
1.44 "Plan". The Wells Fargo & Company Tax Advantage Plan as
subsequently restated and renamed effective January 1, 1991,
the Wells Fargo & Company Tax Advantage and Retirement Plan
set forth in this document, as from time to time amended.
This Plan is a continuation of the plans set forth in
Appendix A, which plans were merged into this Plan on or
after January 1, 1987.
1.45 "Plan Year". The annual accounting period of the Plan and
Trust which ends on each December 31.
1.46 "QDRO". A domestic relations order which the Administrator
has determined to be a qualified domestic relations order
within the meaning of Code section 414(p).
1.47 "Related Company". With respect to any Employer, that
Employer and any corporation, trade or business which is,
together with that Employer, a member of the same controlled
group of corporations, a trade or business under common
control, or an affiliated service group within the meaning of
Code sections 414(b), (c), (m) or (o) and except that for
purposes of Section 13 "within the meaning of Code sections
414(b), (c), (m) or (o), as modified by Code section 414(h)"
shall be substituted for the preceding reference to "within
the meaning of Code sections 414(b), (c), (m) or (o)".
1.48 "Settlement Date". Effective January 1, 1991, the date on
which the
13
<PAGE>
transactions from the most recent Trade Date are settled.
Effective July 1, 1992, for each Trade Date, the Trustee's
next business day.
Prior to January 1, 1991, corresponding provisions in the
predecessor plans shall govern.
1.49 "Spousal Consent". The irrevocable written consent given by a
spouse to a Participant's election or waiver of a specified
form of benefit, including a loan or in-service withdrawal,
or Beneficiary designation. The spouse's consent must
acknowledge the effect on the spouse of the Participant's
election, waiver or designation and be duly witnessed by a
notary public or, prior to January 1, 1991, the Committee.
Spousal Consent shall be valid only with respect to the
spouse who signs the Spousal Consent and only for the
particular choice made by the Participant which requires
Spousal Consent. A Participant may revoke (without Spousal
Consent) a prior election, waiver or designation that
required Spousal Consent at any time before payments begin.
Spousal Consent also means a determination by the
Administrator that there is no spouse, the spouse cannot be
located, or such other circumstances as may be established by
applicable law.
1.50 "Subsidiary". A company which is 50% or more owned, directly
or indirectly, by the Company.
1.51 "Sweep Account". Effective January 1, 1991, the subsidiary
Account for each Participant through which all transactions
are processed, which is invested in interest bearing deposits
of the Trustee.
1.52 "Sweep Date". Effective January 1, 1991, the cut off date and
time for receiving instructions for transactions to be
processed on the next Trade Date.
1.53 "Taxable Income". Compensation in the amount reported by the
Employer or a Related Company as "Wages, tips, other
compensation" on Form W-2, or any successor method of
reporting under Code section 6041(d) and with regard to an
Employee who is an NHCE, Disability Pay.
1.54 "Terminally Disabled". Effective January 1, 1992, an illness
to an Employee which has been diagnosed to result in a life
expectancy of 24 months or less from the time of diagnosis
and for which medical evidence has been provided to the
Administrator which satisfies the criteria of the Wells Fargo
& Company Long-Term Disability Plan (but without regard to
having satisfied the time frame necessary to receive
long-term disability benefits) and except that effective
August 1, 1994, "12 months or less" shall be substituted for
the preceding reference to "24 months or less".
1.55 "Trade Date". Effective January 1, 1991, each day the
Investment Funds are valued, which is the last business day
of the month. Effective July 1, 1992, each day the Investment
Funds are valued, which is normally every day the assets of
such Funds are traded.
14
<PAGE>
1.56 "Trust". The legal entity created by those provisions of this
document which relate to the Trustee. The Trust is part of
the Plan and holds the Plan assets which are comprised of the
aggregate of Participants' Accounts, any unallocated funds
invested in deposit or money market type assets pending
allocation to Participants' Accounts or disbursement to pay
Plan fees and expenses and the Forfeiture Account.
1.57 "Trustee". Wells Fargo Bank, National Association.
1.58 "Year of Vesting Service". A 12 month Period of Employment.
Years of Vesting Service shall include service credited prior
to January 1, 1971.
15
<PAGE>
2 ELIGIBILITY
2.1 Eligibility
All Participants as of January 1, 1987 shall continue their
eligibility to participate. Each other Eligible Employee
shall become a Participant on the first day of the next month
after the date he or she completes a 12 month Period of
Employment. The eligibility period begins on the date an
Employee's Period of Employment commences.
2.2 Ineligible Employees
If an Employee completes the above eligibility requirements,
but is Ineligible at the time participation would otherwise
begin (if he or she were not Ineligible), he or she shall
become a Participant on the date on which he or she is an
Eligible Employee.
2.3 Ineligible or Former Participants
A Participant may not make or share in Plan Contributions,
nor be eligible for a new Plan loan unless he or she is an
Employee and has completed the eligibility requirements as
described in Section 2.1, during the period he or she is
Ineligible, but he or she shall continue to participate for
all other purposes. An Ineligible Participant or former
Participant shall automatically become an active Participant
on the date he or she again becomes an Eligible Employee.
16
<PAGE>
3 PARTICIPANT CONTRIBUTIONS
3.1 Pre-Tax Contribution Election
Upon becoming a Participant, an Eligible Employee may elect
to reduce his or her Pay by an amount which does not exceed
the Contribution Dollar Limit, within the limits described in
the Contribution Percentage Limits paragraph of this Section
3, and have such amount contributed to the Plan by the
Employer as a Pre-Tax Contribution. The election shall be
made as a percentage of Pay in such manner and with such
advance notice as prescribed by the Administrator. In no
event shall an Employee's Pre-Tax Contributions under the
Plan and comparable contributions to all other plans,
contracts or arrangements of all Related Companies exceed the
Contribution Dollar Limit for the Employee's taxable year
beginning in the Plan Year.
3.2 After-Tax Contribution Election
Upon becoming a Participant, an Eligible Employee may elect
quarterly to make After-Tax Contributions to the Plan by
check in an amount which does not exceed the limits described
in the Contribution Percentage Limits paragraph of this
Section 3. The election shall be made in such manner and with
such advance notice as prescribed by the Administrator.
Effective October 1, 1994 After-Tax Contributions are no
longer permitted.
3.3 Changing a Pre-Tax Contribution Election
A Participant who is an Eligible Employee may change his or
her Pre-Tax Contribution election at any time in such manner
and with such advance notice as prescribed by the
Administrator, and such Pre-Tax Contribution election shall
be effective with the first payroll paid after such date.
Prior to January 1, 1991, such Pre-Tax Contribution elections
were made or modified only during such election periods as
determined by the Committee and took effect the month the
election was made. Participants' Pre-Tax Contribution
election percentages shall automatically apply to Pay
increases or decreases.
3.4 Revoking and Resuming a Pre-Tax Contribution Election
A Participant may revoke his or her Pre-Tax Contribution
election at the same time in which a Participant may change
his or her Pre-Tax Contribution election in such manner and
with such advance notice as prescribed by the Administrator,
and such Pre-Tax Contribution revocation shall be effective
with the first payroll paid after such date. Prior to January
1, 1991, a Pre-Tax Contribution revocation became effective
the first day of the first pay period commencing at least
thirty days after the date the notice of revocation was filed
with the Committee (or such shorter period as the Committee
specified).
A Participant may resume Pre-Tax Contributions by making a
new Pre-Tax Contribution election at the same time in which a
Participant may change his
17
<PAGE>
or her Pre-Tax Contribution election in such manner and with
such advance notice as prescribed by the Administrator, and
such Pre-Tax Contribution election shall be effective at the
same time in which a change in his or her election would take
effect.
3.5 Contribution Percentage Limits
The Administrator may establish and change from time to time,
in writing, without the necessity of amending this Plan and
Trust document, the separate minimum, if applicable, and
maximum Pre-Tax and After-Tax Contribution percentages,
and/or a maximum combined Pre-Tax and After-Tax Contribution
percentage, prospectively or retrospectively (for the current
Plan Year), for all Participants. In addition, the
Administrator may establish, in writing, any lower percentage
limits for Highly Compensated Employees as it deems necessary
to satisfy the tests described in Sections 12.2 and 12.4. As
of January 1, 1991, the maximum Contribution percentages,
unless otherwise restricted to satisfy the tests described in
Section 12.2 and 12.4, are:
<TABLE>
<CAPTION>
HIGHLY
CONTRIBUTION COMPENSATED ALL OTHER
TYPE EMPLOYEES PARTICIPANTS
---- --------- ------------
<S> <C> <C>
Pre-Tax 10% 10%
After-Tax 10% 10%
</TABLE>
Effective October 1, 1994, the maximum After-Tax Contribution
percentage is 0%.
Irrespective of the limits that may be established by the
Administrator in accordance with this paragraph, in no event
shall the contributions made by or on behalf of a Participant
for a Plan Year exceed the maximum allowable under Code
section 415.
18
<PAGE>
3.6 Refunds When Contribution Dollar Limit Exceeded
A Participant who makes Pre-Tax Contributions for a calendar
year to this Plan and comparable contributions to any other
qualified defined contribution plan in excess of the
Contribution Dollar Limit may notify the Administrator in
writing by the following March 1 (or as late as April 14 if
allowed by the Administrator) that an excess has occurred. In
this event, the amount of the excess specified by the
Participant, adjusted for investment gain or loss, shall be
refunded to him or her by April 15 and shall not be included
as an Annual Addition under Code section 415 for the year
contributed. Excess amounts shall first be taken from
unmatched Pre-Tax Contributions and then from matched Pre-Tax
Contributions. Refunds shall not include investment gain or
loss for the period between the end of the applicable Plan
Year and the date of distribution. However, for Plan Years
ending before December 31, 1993, refunds shall include
investment gain or loss for the period between the end of the
applicable Plan Year and the date of distribution. Any
Company Match Contributions attributable to refunded excess
Pre-Tax Contributions as described in this Section shall be
deemed a Contribution made by reason of a mistake of fact and
removed from the Participant's Account.
3.7 Timing, Posting and Tax Considerations
Participants' Pre-Tax Contributions may only be made through
payroll deduction. Such amounts shall be paid to the Trustee
in cash and posted to each Participant's Account as soon as
such amounts can reasonably be separated from the Employer's
general assets and balanced against the specific amount made
on behalf of each Participant. In no event, however, shall
such amounts be paid to the Trustee more than 90 days after
the date amounts are deducted from a Participant's Pay.
Pre-Tax Contributions shall be treated as Employer
Contributions in determining tax deductions under Code
section 404(a).
Participants' After-Tax Contributions may only be made by
check. Such amounts shall be paid to the Trustee in cash and
posted to each Participant's Account as soon as reasonably
practicable following receipt by the Employer.
19
<PAGE>
4 ROLLOVERS & TRUST-TO-TRUST TRANSFERS
4.1 Rollovers
The Administrator may authorize the Trustee to accept a
Rollover Contribution in cash, attributable to a distribution
from a plan qualified under Code sections 401(a) or 403(a),
directly from an Eligible Employee, or effective January 1,
1993, as a Direct Rollover from another qualified plan on
behalf of the Eligible Employee, even if he or she is not yet
a Participant. The Employee shall be responsible for
furnishing satisfactory evidence, in such manner as
prescribed by the Administrator, that the amount is eligible
for rollover treatment. Contributions described in this
paragraph shall be posted to the applicable Employee's
Rollover Account as of the date received by the Trustee.
If it is later determined that an amount contributed pursuant
to the above paragraph did not in fact qualify as a rollover
contribution, the balance credited to the Employee's Rollover
Account shall immediately be (1) segregated from all other
Plan assets, (2) treated as a nonqualified trust established
by and for the benefit of the Employee, and (3) distributed
to the Employee. Any such nonqualifying rollover shall be
deemed never to have been a part of the Plan.
4.2 Transfers From Other Qualified Plans
The Administrator may instruct the Trustee to receive assets
in cash or in kind directly from another qualified plan,
provided that a transfer should not be directed if any
amounts include benefits protected by Code section 411(d)(6)
which would not be preserved under applicable Plan
provisions.
The Trustee may refuse the receipt of any transfer if:
(a) the Trustee finds the in-kind assets unacceptable; or
(b) instructions for posting amounts to Participants'
Accounts are incomplete.
Such amounts shall be posted to the appropriate Accounts of
Participants as of the date received by the Trustee.
Prior to January 1, 1991, the Wells Fargo and Company Tax
Advantage Plan did not accept amounts not exempted by Code
section 401(a)(11)(B) from the annuity requirements of Code
section 417.
20
<PAGE>
5 EMPLOYER CONTRIBUTIONS
5.1 Company Match Contributions
(a) Frequency and Eligibility. Subject to Section 5.1 (c),
for each payroll period for which Participants'
Contributions are made, the Employer shall make Company
Match Contributions, as described in the following
Allocation Method paragraph, on behalf of each
Participant who contributed during the payroll period
and who as of the beginning of the payroll period had
completed a three year Period of Employment without
interruption by an intervening one year period of
absence from employment and except that effective July
1, 1994, the preceding reference to "and who as of the
beginning of the payroll period had completed a three
year Period of Employment without interruption by an
intervening one year period of absence from employment"
shall no longer apply.
The Employer shall also make Company Match
Contributions on behalf of each Participant who is
otherwise eligible, but who did not contribute during
the payroll period because he or she had taken a leave
of absence solely for the purpose of attending United
States Military Reserve Duty. For this purpose, the
Participant shall be treated, during the duration of
such leave, but not in excess of two weeks, as if he or
she were contributing an amount as in effect when such
leave commenced.
(b) Allocation Method. The Company Match Contributions
(including any Forfeiture Account amounts applied as
Company Match Contributions in accordance with Section
8.5) for each payroll period shall total 100% of each
eligible Participant's Pre-Tax Contributions for the
payroll period , provided that no Company Match
Contributions (and Forfeiture Account amounts) shall be
made based upon a Participant's Contributions in excess
of 4% of his or her Pay. The Employer may change the
100% matching rate or the 4% of considered Pay to any
other percentages, including 0%, by amending the Plan
and notifying eligible Participants in sufficient time
to adjust their Contribution elections prior to the
start of the payroll period for which the new
percentages apply.
Effective July 1, 1994, the Company Match Contributions
(including any Forfeiture Account amounts applied as
Company Match Contributions in accordance with Section
8.5) for each payroll period shall be equal to a
percentage of each eligible Participant's Pre-Tax
Contributions for the payroll period as set forth
below, provided that no Company Match Contributions
(and Forfeiture Account amounts) shall be made based
upon a Participant's Contributions in excess of 4% of
his or her Pay.
<TABLE>
<CAPTION>
YEARS OF PERCENTAGE
21
<PAGE>
<CAPTION>
VESTING SERVICE MATCHING RATE
--------------- -------------
<S> <C>
Less than 3 50%
3 or more 100%
</TABLE>
The Employer may change the 50% and 100% matching rates or the
4% of considered Pay to any other percentages, including 0%, by amending the
Plan and notifying eligible Participants in sufficient time to adjust their
Contribution elections prior to the start of the payroll period for which the
new percentages apply.
(c)Timing, Medium and Posting. The Employer shall make each
payroll period's Company Match Contribution in cash as soon as is feasible, and
for the purpose of deducting such Contribution, not later than the Employer's
federal tax filing date, including extensions. The Trustee shall post such
amount to each Participant's Company Match Account once the total Contribution
received has been balanced against the specific amount to be credited to each
Participant's Company Match Account.
5.2Company Plus Contributions
(a)Frequency and Eligibility. Subject to Section 5.2
(c), for each payroll period, the Employer shall make a Company Plus
Contribution on behalf of each Participant who was an Eligible Employee at any
time during the payroll period, except that effective July 1, 1994, "on behalf
of each Participant with an Adjusted Service Date of on or before December 31,
1991, who is less than 100% vested in his or her Retirement Account as of the
beginning of the payroll period and who was an Eligible Employee at any time
during the payroll period" shall be substituted for the preceding reference to
"on behalf of each Participant who was an Eligible Employee at any time during
the payroll period".
(b)Allocation Method. The Company Plus Contribution
(including any Forfeiture Account amounts applied as Company Plus Contributions
in accordance with Section 8.5) for each payroll period, shall be equal to 2% of
each eligible Participant's Pay.
(c)Timing, Medium and Posting. The Employer shall make
each payroll period's Company Plus Contribution in cash as soon as is feasible,
and for the purpose of deducting such Contribution, not later than the
Employer's federal tax filing date, including extensions. The Trustee shall post
such amount to each Participant's Company Plus Account once the total
Contribution received has been balanced against the specific amount to be
credited to each Participant's Company Plus Account.
22
<PAGE>
5.3Retirement Contributions
(a) Frequency and Eligibility. Subject to Section 5.3 (c),
for each payroll period, the Employer shall make a
Retirement Contribution on behalf of each Participant
who was either an Eligible Employee, a Disabled Crocker
Participant or a Disabled Wells Fargo Participant at
any time during the payroll period. Effective for
payroll periods prior to January 1, 1991, with regard
to a Disabled Crocker Participant or a Disabled Wells
Fargo Participant, this Contribution was considered a
Company Plus Contribution.
(b) Allocation Method. The Retirement Contribution
(including any Forfeiture Account amounts applied as
Retirement Contributions in accordance with Section
8.5) for each payroll period, shall be equal to 4% of
each eligible Participant's Pay or Disability Pay plus,
for certain eligible Participants, an additional amount
as described in the following paragraph, and except
that effective July 1, 1994, "6% of each eligible
Participant's Pay or 4% of each eligible Participant's
Disability Pay," shall be substituted for the preceding
reference to "4% of each eligible Participant's Pay or
Disability Pay" for an eligible Participant with an
Adjusted Service Date of after December 31, 1991 or an
eligible Participant with an Adjusted Service Date of
on or before December 31, 1991 and who is 100% vested
in his or her Retirement Account at the beginning of
the payroll period.
A transition contribution shall be contributed for each
eligible Participant who was an Eligible Employee at
any time during the payroll period, who was born before
January 2, 1940 and after January 1, 1920 and who on
January 1,1985 was a participant in the Wells Fargo &
Company Retirement Plan (a defined benefit pension plan
terminated effective December 31, 1984) and had a least
a five year Period of Employment at that time as
follows:
<TABLE>
<CAPTION>
IF BIRTH DATE IS:
ADDITIONAL
AFTER AND BEFORE PERCENTAGE OF
JANUARY 1 OF: JANUARY 2 OF: RETIREMENT PAY IS:
------------ ------------ -----------------
<S> <C> <C>
1938 1940 .5%
1936 1938 1.0%
1934 1936 1.5%
1932 1934 2.0%
1930 1932 2.5%
1928 1930 3.0%
1926 1928 3.5%
1924 1926 4.0%
1922 1924 4.5%
1920 1922 5.0%
</TABLE>
Notwithstanding the above, effective for payroll
periods prior to January 1, 1988, a transition
contribution was not made on behalf of
23
<PAGE>
such an eligible Participant for any payroll period
commencing on or after the date he or she attained the
age of 65.
(c) Timing, Medium and Posting. The Employer shall make
each payroll period's Retirement Contribution in cash
as soon as is feasible, and for the purpose of
deducting such Contribution, not later than the
Employer's federal tax filing date, including
extensions. The Trustee shall post such amount to each
Participant's Retirement Account once the total
Contribution received has been balanced against the
specific amount to be credited to each Participant's
Retirement Account.
24
<PAGE>
6 ACCOUNTING
Accounting provisions in effect prior to January 1, 1991 are as set
forth in Appendix C.
6.1 Individual Participant Accounting
The Administrator shall maintain an individual set of
Accounts for each Participant in order to reflect
transactions both by type of Contribution and investment
medium. Financial transactions shall be accounted for at the
individual Account level by posting each transaction to the
appropriate Account of each affected Participant. Participant
Account values shall be maintained in shares for the
Investment Funds and in dollars for their Sweep and Loan
Accounts. At any point in time, the Account value shall be
determined using the most recent Trade Date values provided
by the Trustee.
6.2 Sweep Account is Transaction Account
All transactions related to amounts being contributed to or
distributed from the Trust shall be posted to each affected
Participant's Sweep Account. Any amount held in the Sweep
Account will be credited with interest up until the date on
which it is removed from the Sweep Account.
6.3 Trade Date Accounting and Investment Cycle
Participant Account values shall be determined as of each
Trade Date. For any transaction to be processed as of a Trade
Date, the Trustee must receive instructions for the
transaction by the Sweep Date. Such instructions shall apply
to amounts held in the Account on that Sweep Date. Financial
transactions of the Investment Funds shall be posted to
Participants' Accounts as of the Trade Date, based upon the
Trade Date values provided by the Trustee, and settled on the
Settlement Date.
6.4 Accounting for Investment Funds
Investments in each Investment Fund shall be maintained in
shares. The Trustee is responsible for determining the share
values of each Investment Fund as of each Trade Date. To the
extent an Investment Fund is comprised of collective
investment funds of the Trustee, or any other fiduciary to
the Plan, the share values shall be determined in accordance
with the rules governing such collective investment funds,
which are incorporated herein by reference. All other share
values shall be determined by the Trustee. The share value of
each Investment Fund shall be based on the fair market value
of its underlying assets.
6.5 Payment of Fees and Expenses
Except to the extent Plan fees and expenses related to
Account maintenance, transaction and Investment Fund
management and maintenance, as set forth below, are paid by
the Employer directly, or indirectly, through the Forfeiture
25
<PAGE>
Account as directed by the Administrator, such fees and
expenses shall be paid as set forth below. The Employer may
pay a lower portion of the fees and expenses allocable to the
Accounts of Participants who are no longer Employees or who
are not Beneficiaries, unless doing so would result in
discrimination.
(a) Account Maintenance: Account maintenance fees and
expenses, may include but are not limited to,
administrative, Trustee, government annual report
preparation, audit, legal, nondiscrimination testing,
and fees for any other special services. Account
maintenance fees shall be charged to Participants on a
per Participant basis provided that no fee shall reduce
a Participant's Account balance below zero.
(b) Transaction: Transaction fees and expenses, may include
but are not limited to, installment payment, Investment
Fund election change and loan fees. Transaction fees
shall be charged to the Participant's Account involved
in the transaction provided that no fee shall reduce a
Participant's Account balance below zero.
(c) Investment Fund Management and Maintenance: Management
and maintenance fees and expenses related to the
Investment Funds shall be charged at the Investment
Fund level and reflected in the net gain or loss of
each Fund.
The Trustee shall have the authority to pay any such fees and
expenses, which remain unpaid by the Employer for 60 days,
from the Trust.
6.6 Accounting for Participant Loans
Participant loans shall be held in a separate Loan Account of
the Participant and accounted for in dollars as an earmarked
asset of the borrowing Participant's Account.
6.7 Error Correction
The Administrator may correct any errors or omissions in the
administration of the Plan by restoring any Participant's
Account balance with the amount that would be credited to the
Account had no error or omission been made. Funds necessary
for any such restoration shall be provided through payment
made by the Employer, or by the Trustee to the extent the
error or omission is attributable to actions or inactions of
the Trustee, or if the restoration involves an Employer
Contribution Account, the Administrator may direct the
Trustee to use amounts from the Forfeiture Account.
26
<PAGE>
6.8 Special Accounting During Conversion Period
The Administrator and Trustee may use any reasonable
accounting methods in performing their respective duties
during any Conversion Period. This includes, but is not
limited to, the method for allocating net investment gains or
losses and the extent, if any, to which contributions
received by and distributions paid from the Trust during this
period share in such allocation.
6.9 Accounts for QDRO Beneficiaries
A separate Account shall be established for an alternate
payee entitled to any portion of a Participant's Account
under a QDRO as of the date and in accordance with the
directions specified in the QDRO. In addition, a separate
Account may be established during the period of time the
Administrator, a court of competent jurisdiction or other
appropriate person is determining whether a domestic
relations order qualifies as a QDRO. Such a separate Account
shall be valued and accounted for in the same manner as any
other Account.
(a) Distributions Pursuant to QDROs. If a QDRO so provides,
the portion of a Participant's Account payable to an
alternate payee may be distributed, in a form
permissible under Section 11 and Code section 414(p),
to the alternate payee at the time specified in the
QDRO, regardless of whether the Participant is entitled
to a distribution from the Plan at such time.
(b) Participant Loans. An alternate payee, on whose behalf
a separate Account has been established, shall not be
entitled to borrow from such Account. If a QDRO
specifies that the alternate payee is entitled to any
portion of the Account of a Participant who has an
outstanding loan balance, all outstanding loans shall
generally continue to be held in the Participant's
Account and shall not be divided between the
Participant's and alternate payee's Accounts.
(c) Investment Direction. Where a separate Account has been
established on behalf of an alternate payee and has not
yet been distributed, the alternate payee may direct
the investment of such Account in the same manner as if
he or she were a Participant.
27
<PAGE>
7 INVESTMENT FUNDS AND ELECTIONS
7.1 Investment Funds
Except for Participants' Sweep and Loan Accounts, the Trust
shall be maintained in various Investment Funds. The
Administrator shall select the Investment Funds offered to
Participants and may change the number or composition of the
Investment Funds, in writing, subject to the terms and
conditions agreed to with the Trustee without the necessity
of amending this Plan and Trust.
7.2 Investment Fund Elections
Each Participant shall direct the investment of all of his or
her Contribution Accounts. Effective February 1991, a
Participant shall direct the investment of all of his or her
Contribution Accounts except for any portion of such Accounts
invested in the Real Estate Equity Fund until such time as
the Real Estate Equity Fund is no longer restricted for this
purpose.
A Participant shall make his or her investment election in
any combination of one or any number of the Investment Funds
offered in accordance with the procedures established by the
Administrator and Trustee. However, during any Conversion
Period, Trust assets may be held in any investment vehicle
permitted by the Plan, as directed by the Administrator,
irrespective of Participant investment elections.
The Administrator may set a maximum percentage and prior to
January 1, 1991, a minimum percentage, of the total election
that a Participant may direct into any specific Investment
Fund, which maximum and minimum may be changed by the
Administrator from time to time, in writing, without the
necessity of amending this Plan and Trust document.
Prior to January 1, 1991, the Wells Fargo & Company Tax
Advantage Plan and the Wells Fargo & Company Retirement Plan
set a minimum percentage of 5% of the total election that a
Participant may direct into any specific Investment Fund and
required that a Participant's percentage elections into any
specific Investment Fund be made in multiples of 5%.
7.3 Responsibility for Investment Choice
Each Participant shall be solely responsible for the
selection of his or her Investment Fund choices. No fiduciary
with respect to the Plan is empowered to advise a Participant
as to the manner in which his or her Accounts are to be
invested, and the fact that an Investment Fund is offered
shall not be construed to be a recommendation for investment.
7.4 Default if No Election
The Administrator shall specify an Investment Fund for the
investment of that portion of a Participant's Account which
is not yet held in an Investment
28
<PAGE>
Fund and for which no valid investment election is on file.
Effective January 1, 1991, the Investment Fund specified may
be changed by the Administrator from time to time, in
writing, without the necessity of amending this Plan and
Trust document.
7.5 Timing
A Participant shall make his or her initial investment
election upon becoming a Participant and may change his or
her election at any time in accordance with the procedures
established by the Administrator and Trustee. Investment
elections received by the Trustee by the Sweep Date will be
effective on the following Trade Date.
7.6 Investment Fund Election Change Fees
A reasonable processing fee may be charged directly to a
Participant's Account for Investment Fund election changes in
excess of a specified number per year as determined by the
Administrator.
29
<PAGE>
8 VESTING & FORFEITURES
8.1 Fully Vested Contribution Accounts
A Participant shall be fully vested in these Accounts at all
times:
Pre-Tax Account
After-Tax Account
Rollover Account
Company Match Account
Company Plus Account
Prior Plan Account
8.2 Full Vesting upon Certain Events
A Participant's entire Account shall become fully vested once
he or she has attained his or her Normal Retirement Date as
an Employee or upon his or her death and effective January 1,
1992, once he or she is determined to be Terminally Disabled
as an Employee.
8.3 Special Provisions Related to Employees of Wells Fargo Ag
Credit
Pursuant to an agreement between the Company and First Bank
National Association, Wells Fargo Ag Credit was merged into
First Bank National Association effective as of April 30,
1991. Effective April 30, 1991, a Participant who was an
Employee of Wells Fargo Ag Credit on such date became fully
vested in his or her entire Account if not otherwise fully
vested.
8.4 Vesting Schedule
In addition to the vesting provided above, a Participant's
Retirement Account shall become vested in accordance with the
following schedule:
<TABLE>
<CAPTION>
VESTED
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
<S> <C>
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
</TABLE>
Notwithstanding the above, 30% shall be substituted for the
preceding reference to 20% for any Participant who has three
but less than four Years of Vesting Service as of December
31, 1991.
If this vesting schedule is changed, the vested percentage
for each Participant shall not be less than his or her vested
percentage determined as
30
<PAGE>
of the last day prior to this change, and for any Participant
with at least three Years of Vesting Service when the
schedule is changed, vesting shall be determined using the
more favorable vesting schedule.
8.5 Forfeitures
A Participant's non-vested Account balance shall be forfeited
as of the Settlement Date following the Sweep Date on which
the Administrator has reported to the Trustee that the
Participant's employment has terminated with all Related
Companies. Forfeitures from all Employer Contribution
Accounts shall be transferred to and maintained in a single
Forfeiture Account, which shall be invested in interest
bearing deposits of the Trustee. Forfeiture Account amounts
shall be utilized to restore Accounts, to pay Plan fees and
expenses, and to reduce Company Match, Company Plus and
Retirement Contributions as directed by the Administrator.
8.6 Rehired Employees
(a) Service. If a former Employee is rehired, all Periods
of Employment credited prior to his or her termination
of employment shall be counted in determining his or
her vested interest.
(b) Account Restoration. If a former Employee is rehired on
or after January 1, 1991, and before he or she has a
Break in Service, the amount forfeited when his or her
employment last terminated shall be restored to his or
her Account. If his or her rehire date is before
January 1, 1995, the amount restored shall not include
any interest. If his or her rehire date is on or after
January 1, 1995, the amount restored shall include the
interest which would have been credited had such
forfeiture been invested in the Sweep Account from the
date forfeited until the date the restoration amount is
determined. The amount shall come from the Forfeiture
Account to the extent possible, and any additional
amount needed shall be contributed by the Employer. The
vested interest in his or her restored Account shall
then be equal to:
V% times (AB + D) - D
where:
V% = current vested percentage
AB = current account balance
D = amount previously distributed
8.7 Special Provisions Related to Restoration of Retirement
Account Forfeitures Regarding Rehired Employees Prior to
January 1, 1991
If a former Employee is rehired prior to January 1, 1991,
with regard to amounts forfeited under the Wells Fargo &
Company Retirement Plan prior to such date of rehire, he or
she shall be reinstated in the amount of such
31
<PAGE>
forfeiture (at its Value immediately prior to forfeiture) if
he or she: (i) resumes employment prior to incurring a Break
in Service, and (ii) repays a cash amount equal to the
amount, if any, of his or her prior distribution, and (iii)
makes such repayment not later than the end of the five year
period beginning with his or her resumption of employment.
8.8 Special Provisions Related to Rehired Employees of
Predecessor Employers
Special provisions related to rehired employees of
predecessor employers are as set forth in Appendix E for
plans of acquired companies that merged into this Plan on or
after January 1, 1987 as set forth in Appendix A. The
provisions as set forth in Appendix E are in effect through
December 31, 1990 for amounts forfeited under such plans.
Effective January 1, 1991, the provisions of Section 8.6
shall apply for amounts forfeited under such plans.
32
<PAGE>
9 PARTICIPANT LOANS
9.1 Participant Loans Permitted
Effective January 1, 1991, loans to Participants are
permitted pursuant to the terms and conditions set forth in
Sections 9.2 (except the first sentence thereof), 9.8, 9.9,
9.10, 9.11, 9.12 and 9.13 to the extent transferred to this
Plan from the Citizens Bank of Costa Mesa Profit Sharing
Plan.
Effective July 1, 1992, loans to Participants are permitted
pursuant to the terms and conditions set forth in this
Section.
9.2 Loan Application, Note and Security
A Participant shall apply for any loan in such manner and
with such advance notice as prescribed by the Administrator.
All loans shall be evidenced by a promissory note, secured
only by the portion of the Participant's Account from which
the loan is made (and to the extent provided in Section 9.9,
by payroll deduction), and the Plan shall have a lien on this
portion of his or her Account.
9.3 Spousal Consent
A Participant is required to obtain Spousal Consent within
the 90 day period ending on the date the loan is secured in
order to take out a loan under the Plan. Effective August 1,
1994 a Participant is not required to obtain Spousal Consent
in order to take out a loan under the Plan.
9.4 Loan Approval
The Administrator, or the Trustee if otherwise authorized by
the Administrator and agreed to by the Trustee, is
responsible for determining that a loan request conforms to
the requirements described in this Section and granting such
request.
9.5 Loan Funding Limits
The loan amount must meet all of the following limits as
determined as of the Sweep Date the loan is processed:
(a) Plan Minimum Limit. The minimum amount for any loan is
$500.
(b) Plan Maximum Limit. Subject to the legal limit
described in (c) below, the maximum a Participant may
borrow, including the outstanding balance of existing
Plan loans, is 100% of the following Accounts which are
fully vested, except effective, February 1991, for any
portion of such Accounts invested in the Real Estate
Equity Fund until such time as the Real Estate Equity
Fund is no longer restricted for this purpose:
Pre-Tax Account
33
<PAGE>
Prior Plan Account
Company Match Account
Rollover Account
After-Tax Account
(c) Legal Maximum Limit. The maximum a Participant may
borrow, including the outstanding balance of existing
Plan loans, is 50% of his or her vested Account
balance, not to exceed $50,000. However, the $50,000
maximum is reduced by the Participant's highest
outstanding loan balance during the 12 month period
ending on the day before the Sweep Date as of which the
loan is made. For purposes of this paragraph, the
qualified plans of all Related Companies shall be
treated as though they are part of this Plan to the
extent it would decrease the maximum loan amount.
9.6 Maximum Number of Loans
A Participant may have a maximum of two loans outstanding at
any given time.
9.7 Source and Timing of Loan Funding
A loan to a Participant shall be made solely from the assets
of his or her own Accounts. The available assets shall be
determined first by Account type and then by investment type
within each type of Account. The hierarchy for loan funding
by type of Account shall be the order listed in the preceding
Plan Maximum Limit paragraph. Within each Account used for
funding a loan, amounts shall first be taken from the Sweep
Account and then taken by type of investment in direct
proportion to the market value of the Participant's interest
in each Investment Fund, except, effective February 1991, for
his or her interest in the Real Estate Equity Fund until such
time as the Real Estate Equity Fund is no longer restricted
for this purpose, as of the Trade Date on which the loan is
processed.
Loans will be funded on the Settlement Date following the
Trade Date as of which the loan is processed. The Trustee
shall make payment to the Participant as soon thereafter as
administratively feasible.
34
<PAGE>
9.8 Interest Rate
The interest rate charged on Participant loans shall be a
fixed reasonable rate of interest, determined from time to
time by the Administrator, which provides the Plan with a
return commensurate with the prevailing interest rate charged
by persons in the business of lending money for loans which
would be made under similar circumstances. As of July 1,
1992, the interest rate is equal to the Trustee's prime rate
plus 2% and may be changed by the Administrator from time to
time, in writing, without the necessity of amending this Plan
and Trust document.
Notwithstanding the above, the interest rate charged on
Participant loans transferred to this Plan from the Citizens
Bank of Costa Mesa Profit Sharing Plan shall be the interest
rate as in effect on the date of transfer.
9.9 Repayment
Substantially level amortization shall be required of each
loan with payments made at least monthly. Loans shall be
repaid through payroll deduction during any period the
Participant is eligible for payroll deduction. Loans may be
prepaid in full or in part at any time. The Participant may
choose the loan repayment period, not to exceed 4 years.
However, the term may be for any period not to exceed 10
years if the purpose of the loan is to acquire the
Participant's principal residence.
Notwithstanding the above, the repayment period for
Participant loans transferred to this Plan from the Citizens
Bank of Costa Mesa Profit Sharing Plan shall be the repayment
period as in effect on the date of transfer.
9.10 Repayment Hierarchy
Loan principal repayments shall be credited to the
Participant's Accounts in the inverse of the order used to
fund the loan. Loan interest shall be credited to the
Participant's Accounts in direct proportion to the principal
payment. Loan payments are credited by investment type based
upon the Participant's current investment election for new
Contributions.
9.11 Repayment Suspension
With regard to Participant loans transferred to this Plan
from the Citizens Bank of Costa Mesa Profit Sharing Plan,the
Administrator may agree to a suspension of loan payments for
up to 12 months for a Participant who is on a Leave of
Absence without pay. During the suspension period interest
shall continue to accrue on the outstanding loan balance. At
the expiration of the suspension period all outstanding loan
payments and accrued interest thereon shall be due unless
otherwise agreed upon by the Administrator.
9.12 Loan Default
A loan is treated as a default if scheduled loan payments are
more than 90 days late. A Participant shall then have 30 days
from the time he or she
35
<PAGE>
receives written notice of the default and a demand for past
due amounts to cure the default before it becomes final.
In the event of default, the Administrator will direct the
Trustee to report the default as a taxable distribution. As
soon as a Plan withdrawal or distribution to such Participant
would otherwise be permitted, the Administrator may instruct
the Trustee to execute upon its security interest in the
Participant's Account by distributing the note to the
Participant.
A Participant shall not be eligible for a new loan from the
Plan for five years from the date of the default.
9.13 Call Feature
The Administrator will call any Participant loan once a
Participant's employment with all Related Companies has
terminated or if the Plan is terminated.
36
<PAGE>
10 IN-SERVICE WITHDRAWALS
In-service withdrawal provisions in effect prior to January 1, 1991 are
as set forth in Appendix D.
10.1 In-Service Withdrawals Permitted
In-service withdrawals to a Participant who is an Employee
are permitted pursuant to the terms and conditions set forth
in this Section and as set forth in Section 11, except that
the provisions of Section 10.11 are effective January 1,
1992.
10.2 In-Service Withdrawal Application and Notice
A Participant shall apply for any in-service withdrawal in
such manner and with such advance notice as prescribed by the
Administrator. The Participant shall be provided withdrawal
information to include the notice prescribed by Code section
402(f).
If an in-service withdrawal is one to which Code sections
401(a)(11) and 417 do not apply, such in-service withdrawal
may commence as soon as administratively possible, if:
(a) the Participant is clearly informed that he or she has
the right to a period of at least 30 days after receipt
of such withdrawal information to consider his or her
withdrawal options; and
(b) the Participant after receiving such withdrawal
information, affirmatively elects a Direct Rollover for
all or a portion, if any, of his or her in-service
withdrawal which will constitute an Eligible Rollover
Distribution or alternatively elects to have all or a
portion made payable directly to him or her, thereby
not electing a Direct Rollover for all or a portion
thereof.
10.3 Spousal Consent
A Participant is not required to obtain Spousal Consent in
order to make an in-service withdrawal under the Plan other
than for an in-service withdrawal under Section 10.11.
10.4 In-Service Withdrawal Approval
The Administrator, or the Trustee if otherwise authorized by
the Administrator and agreed to by the Trustee, is
responsible for determining that an in-service withdrawal
request conforms to the requirements described in this
Section and granting such request.
10.5 Minimum Amount, Payment Form and Medium
There is no minimum amount for any type of withdrawal.
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For withdrawals made after December 31, 1992, with regard to
the portion of a withdrawal representing an Eligible Rollover
Distribution, a Participant may elect a Direct Rollover for
all or a portion of such amount.
The form of payment for an in-service withdrawal shall be a
single lump sum and payment shall be made in cash except that
with regard to an in-service withdrawal under Section 10.11,
the provisions of Sections 11.3, 11.4 and 11.13 shall apply.
10.6 Source and Timing of In-Service Withdrawal Funding
An in-service withdrawal to a Participant shall be made
solely from the assets of his or her own Accounts and,
effective January 1, 1991, will be based on the Account
values as of the Trade Date the in-service withdrawal is
processed. The available assets shall be determined first by
Account type and then by investment type within each type of
Account. Within each Account used for funding an in-service
withdrawal, amounts shall first be taken from the Sweep
Account and then taken by type of investment in direct
proportion to the market value of the Participant's interest
in each Investment Fund as of the Trade Date on which the
in-service withdrawal is processed, which excludes his or her
Loan Account balance and effective February 1991, his or her
interest in the Real Estate Equity Fund until such time as
the Real Estate Equity Fund is no longer restricted for this
purpose .
In-Service withdrawals will be funded on the Settlement Date
following the Trade Date as of which the in-service
withdrawal is processed. The Trustee shall make payment as
soon thereafter as administratively feasible.
10.7 Hardship Withdrawals
(a) Requirements. A Participant who is an Employee may
request the withdrawal of up to the amount necessary to
satisfy a financial need, which amount effective
January 1, 1992, may include amounts necessary to pay
any federal, state or local income taxes or penalties
reasonably anticipated to result from the withdrawal.
Only requests for withdrawals (1) on account of a
Participant's "Deemed Financial Need" or "Demonstrated
Financial Need", and (2) which are "Demonstrated as
Necessary" to satisfy the financial need will be
approved.
(b) "Deemed Financial Need". Financial commitments relating
to:
(1) the payment of unreimbursable medical expenses
described under Code section 213(d) incurred (or
effective January 1, 1992, to be incurred) by the
Employee, his or her spouse or dependents;
(2) the purchase (excluding mortgage payments) of the
Employee's principal residence;
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(3) the payment of unreimbursable tuition for the
next quarter or semester of post-secondary
education for the Employee, his or her spouse or
dependents and except that 1) effective January
1, 1992, "unreimbursable tuition and related
educational fees for up to the next 12 months"
shall be substituted for the preceding reference
to "unreimbursable tuition for the next quarter
or semester" and 2) effective January 1, 1995,
related educational fees shall include room and
board ;
(4) the payment of amounts necessary for the Employee
to prevent losing his or her principal residence
through eviction or foreclosure on the mortgage;
or
(5) any other circumstance specifically permitted
under Code section 401(k)(2)(B)(i)(IV).
(c) "Demonstrated Financial Need". A determination by the
Administrator that a severe financial hardship to the
Participant has resulted from:
(1) a sudden and unexpected illness or accident to
the Employee or his or her spouse or dependents;
(2) the loss, due to casualty, of the Employee's
property other than nonessential property (such
as a boat or a television); or
(3) some other similar extraordinary and
unforeseeable circumstances arising as a result
of events beyond the control of the Employee.
(d) "Demonstrated as Necessary". A withdrawal is
"demonstrated as necessary" to satisfy the financial
need only if the withdrawal amount does not exceed the
financial need, the Employee represents that he or she
is unable to relieve the financial need (without
causing further hardship) by doing any or all of the
following and the Administrator does not have actual
knowledge to the contrary:
(1) receiving any reimbursement or compensation from
insurance or otherwise;
(2) reasonably liquidating his or her assets and the
assets of his or her spouse or minor children
that are reasonably available to the Employee;
(3) ceasing all of his or her contributions to this
Plan;
(4) obtaining all other possible withdrawals and
nontaxable loans available from all plans
maintained by Related Companies and any other
employer; and
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(5) obtaining all possible loans from commercial
sources on reasonable commercial terms.
(e) Account Sources for Withdrawal. All available amounts
must first be withdrawn from a Participant's After-Tax
Account. The remaining withdrawal amount shall come
from the following of the Participant's fully vested
Accounts, in the priority order as follows, except
effective February 1991, for the portion of such
Accounts attributable to his or her interest in the
Real Estate Equity Fund until such time as the Real
Estate Equity Fund is no longer restricted for this
purpose:
Rollover Account
Prior Plan Account
Company Match Account
Company Plus Account
Pre-Tax Account
The amount that may be withdrawn from a Participant's
Pre-Tax Account shall not include any earnings credited
to his or her Pre-Tax Account after December 31, 1988.
The amount that may be withdrawn from a Participant's
Company Plus Account is limited to Contributions and
earnings held by that Account as of December 31, 1988.
(f) Permitted Frequency. There is no restriction on the
number of hardship withdrawals permitted to a
Participant. Effective July 1, 1992, the maximum number
of hardship withdrawals permitted to a Participant on
or after July 1, 1992 is one.
(g) Suspension from Further Contributions. Effective
January 1, 1992, upon making a hardship withdrawal for
the reason set forth in Section 10.7(b)(4) or due to
financial burden as defined by the Administrator, a
Participant may not make additional Pre-Tax
Contributions for a period of six months from the date
the withdrawal payment is made.
10.8 After-Tax Account Withdrawals
(a) Requirements. A Participant who is an Employee may
withdraw up to the entire balance from his or her
After-Tax Account, except effective February 1991, for
the portion of such Account attributable to his or her
interest in the Real Estate Equity Fund until such time
as the Real Estate Equity Fund is no longer restricted
for this purpose.
(b) Permitted Frequency. The maximum number of After-Tax
Account withdrawals permitted to a Participant in any
six-month period is one.
(c) Suspension from Further Contributions. An After-Tax
Account withdrawal shall not affect a Participant's
ability to make or be eligible to receive further
Contributions.
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10.9 Rollover Account Withdrawals
(a) Requirements. A Participant who is an Employee may
withdraw up to the entire balance from his or her
Rollover Account, except effective February 1991, for
the portion of such Account attributable to his or her
interest in the Real Estate Equity Fund until such time
as the Real Estate Equity Fund is no longer restricted
for this purpose.
(b) Permitted Frequency. The maximum number of Rollover
Account withdrawals permitted to a Participant in any
six-month period is one.
(c) Suspension from Further Contributions. A Rollover
Account withdrawal shall not affect a Participant's
ability to make or be eligible to receive further
Contributions.
10.10 Over Age 59 1/2 Withdrawals
(a) Requirements. A Participant who is an Employee and over
age 59 1/2 may withdraw from the Accounts listed in
paragraph (b) below.
(b) Account Sources for Withdrawal. The withdrawal amount
shall come from the following of the Participant's
fully vested Accounts, in the priority order as
follows, except effective February 1991, for the
portion of such Accounts attributable to his or her
interest in the Real Estate Equity Fund until such time
as the Real Estate Equity Fund is no longer restricted
for this purpose, with the exception that the
Participant may instead choose to have amounts taken
from his or her After-Tax Account first:
Rollover Account
Pre-Tax Account
Prior Plan Account
Company Match Account
Company Plus Account
After-Tax Account
A Participant's Retirement Account may also be included
as an Account source for withdrawal for a Participant
who is an Employee and over age 70 1/2.
(c) Permitted Frequency. The maximum number of over age 59
1/2 withdrawals permitted to a Participant in any
six-month period is one.
(d) Suspension from Further Contributions. An over age
59 1/2 withdrawal shall not affect a Participant's
ability to make or be eligible to receive further
Contributions.
10.11 Terminally Disabled Withdrawals
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(a) Requirements. A Participant who is an Employee and
determined to be Terminally Disabled may withdraw from
the Accounts listed in paragraph (b) below.
(b) Account Sources for Withdrawal. The withdrawal amount
shall come from the following of the Participant's
fully vested Accounts, in the priority order as
follows, except for the portion of such Accounts
attributable to his or her interest in the Real Estate
Equity Fund until such time as the Real Estate Equity
Fund is no longer restricted for this purpose:
After-Tax Account
Rollover Account
Pre-Tax Account
Prior Plan Account
Company Match Account
Company Plus Account
Retirement Account
(c) Permitted Frequency. The maximum number of Terminally
Disabled withdrawals permitted to a Participant in any
six-month period is one.
(d) Suspension from Further Contributions. A Terminally
Disabled withdrawal shall not affect a Participant's
ability to make or be eligible to receive further
Contributions.
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11 DISTRIBUTIONS ONCE EMPLOYMENT ENDS
Distribution provisions in effect prior to January 1, 1991 are as set
forth in Appendix E.
11.1 Benefit Information, Notices and Election
A Participant, or his or her Beneficiary in the case of his
or her death, shall be provided with information regarding
optional times and forms of distribution available, including
the notice prescribed by Code section 402(f). Subject to the
other requirements of this Section, a Participant, or his or
her Beneficiary in the case of his or her death, may elect,
in such manner and with such advance notice as prescribed by
the Administrator, to have his or her vested Account balance
paid to him or her beginning upon any Settlement Date
following the Participant's termination of employment with
all Related Companies or, if earlier, as set forth in Section
11.8.
Notwithstanding for purposes of this Section only, with
regard to a Participant who terminated employment with the
Company on February 1, 1992 as a result of the sale by the
Company of one of its divisions to Nationwide Remittance
Center and who immediately thereafter became an employee of
Nationwide Remittance Center, the term Related Company shall
include Nationwide Remittance Center. If the Administrator
determines that the Plan will not be subject to
disqualification as a result of making a distribution to such
a Participant as a result of his or her termination of
employment with all Related Companies, as such term is
defined in Section 1, the provisions of this paragraph shall
cease to apply.
Effective August 3, 1992, regarding each Participant as
described in the preceding paragraph who on August 3, 1992
was an employee of Nationwide Remittance Center, his or her
Account balance was transferred to the Massachusetts Mutual
Insurance Company Prototype Flexinvest Profit-Sharing 401(k)
Plan as sponsored by Nationwide Remittance Center and except
that with regard to any portion of his or her Account balance
attributable to his or her interest in the Real Estate Equity
Fund, such amounts were transferred at such time as the
amounts became available from the Real Estate Equity Fund.
If a distribution is one to which Code sections 401(a)(11)
and 417 do not apply, such distribution may commence as soon
as administratively possible, if:
(a) the Participant is clearly informed that he or she has
the right to a period of at least 30 days after receipt
of such information to consider the decision as to
whether to elect a distribution and if so to elect a
particular form of distribution and to elect or not
elect a Direct Rollover for all or a portion, if any,
of his or her distribution which will constitute an
Eligible Rollover Distribution; and
(b) the Participant after receiving such information,
affirmatively elects a
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distribution and a Direct Rollover for all or a
portion, if any, of his or her distribution which will
constitute an Eligible Rollover Distribution or
alternatively elects to have all or a portion made
payable directly to him or her, thereby not electing a
Direct Rollover for all or a portion thereof.
11.2 Spousal Consent
A Participant is required to obtain Spousal Consent within
the 90 day period ending on the date of the distribution in
order to receive a distribution under the Plan.
11.3 Payment Form and Medium
A Participant may elect to be paid in any of these forms,
except that prior to January 1, 1995, the forms described in
(d) are only available to a Participant whose Account
includes an amount transferred from the Citizens Bank of
Costa Mesa Profit Sharing Plan:
(a) a single sum, or
(b) periodic installments over a period not to exceed the
life expectancy of the Participant and his or her
Beneficiary, or
(c) a single life annuity or a joint and 50% or 100%
survivor annuity, or
(d) a single life annuity with a 5-, 10- or 15-year term
certain.
A Participant who commences payment of his or her benefit in
the form of periodic installments may subsequently elect
payment of the remainder of his or her benefit in the form of
a single sum or an annuity as provided above.
A Beneficiary of a Participant who dies before payments have
commenced in accordance with this Section, may elect payment
of his or her benefit in the form of a single sum or a single
life annuity. A Beneficiary of a Participant who dies after
payments have commenced in accordance with this Section, will
be paid his or her benefit in the form elected by the
Participant, except that if such form was periodic
installments, the Beneficiary may elect payment of the
remainder of his or her benefit in the form of a single sum.
Any annuity option permitted will be provided through the
purchase of a non-transferable single premium contract from
an insurance company which must conform to the terms of the
Plan and which will be distributed to the Participant or
Beneficiary in complete satisfaction of the benefit due. Any
commissions or other fees and expenses charged by the
insurance company shall be charged against and thus reduce
the Participant's or Beneficiary's benefit.
Distributions other than annuity contracts shall be made in
cash, except to the extent a distribution consists of a
distribution of an offset amount as
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described in Section 9.13 (a loan call) and with regard to a
single sum payment, except to the extent a Participant elects
payment in the form of whole shares of Company Stock and cash
in lieu of fractional shares to the extent of his or her
Company Stock Fund balance.
For distributions made after December 31, 1992, with regard
to the portion of a distribution representing an Eligible
Rollover Distribution, a Distributee may elect a Direct
Rollover for all or a portion of such amount.
11.4 Failure to Elect a Payment Form
Unless a Participant elects otherwise as provided for in
Section 11.3, a married Participant's benefit shall be paid
in the form of an immediate qualified joint and 50% survivor
annuity with the Participant's spouse as the joint annuitant
and a single Participant's or surviving spouse Beneficiary's
benefit shall be paid in the form of a single life annuity.
Effective August 1, 1994, unless a Participant elects
otherwise as provided for in Section 11.3, 1) with regard to
a Participant's benefit attributable to his or her Retirement
Account, a married Participant's Retirement Account benefit
shall be paid in the form of an immediate qualified joint and
50% survivor annuity with the Participant's spouse as the
joint annuitant and a single Participant's or surviving
spouse Beneficiary's Retirement Account benefit shall be paid
in the form of a single life annuity and 2) with regard to
the remainder of a Participant's or surviving spouse
Beneficiary's benefit, it shall be paid in periodic
installments over a period not to exceed his or her life
expectancy.
11.5 Distribution of Small Amounts
If, at the time a Participant's employment with all Related
Companies ends, the Participant's vested Account balance is
$3,500 or less, the Participant's benefit will be paid as a
single sum, without his or her consent, and if married, his
or her spouse's consent, after his or her employment with all
Related Companies ends in accordance with procedures
prescribed by the Administrator.
11.6 Source and Timing of Distribution Funding
A distribution to a Participant shall be made solely from the
assets of his or her own Accounts and will be based on the
Account values as of the Trade Date the distribution is
processed. The available assets shall be determined first by
Account type and then by investment type within each type of
Account. Within each Account used for funding a distribution,
amounts shall first be taken from the Sweep Account and then
taken by type of investment in direct proportion to the
market value of the Participant's interest in each Investment
Fund, except, effective February 1991, for his or her
interest in the Real Estate Equity Fund until such time as
the Real Estate Equity Fund is no longer restricted for this
purpose, as of the Trade Date on which the distribution is
processed.
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Distributions will be funded on the Settlement Date following
the Trade Date as of which the distribution is processed. The
Trustee shall make payment as soon thereafter as
administratively feasible.
11.7 Deemed Distribution
For purposes of Section 8.5, vested Account balances will be
deemed distributed as of the Settlement Date following the
Sweep Date on which the Administrator has reported to the
Trustee that the Participant's employment with all Related
Companies has terminated.
11.8 Latest Commencement Permitted
In addition to any other Plan requirements and unless a
Participant elects otherwise, his or her benefit payments
will begin not later than 60 days after the end of the Plan
Year in which he or she attains his or her Normal Retirement
Date or retires, whichever is later. However, if the amount
of the payment or the location of the Participant (after a
reasonable search) cannot be ascertained by that deadline,
payment shall be made no later than 60 days after the
earliest date on which such amount or location is ascertained
but in no event later than as described below. A
Participant's failure to elect in such manner as prescribed
by the Administrator to have his or her vested Account
balance paid to him or her, shall be deemed an election by
the Participant to defer his or her distribution.
Benefit payments shall begin by the April 1 immediately
following the end of the calendar year in which the
Participant attains age 70 1/2 (whether or not he or she is
an Employee), except that distribution for an Employee who
was born before July 1, 1917 does not need to begin until his
or her employment with all Related Companies ends. If benefit
payments cannot begin at the time required because the
location of the Participant cannot be ascertained (after a
reasonable search), the Administrator may, at any time
thereafter, treat such person's Account as forfeited subject
to the provisions of Section 18.5.
11.9 Payment Within Life Expectancy
The Participant's payment election must be consistent with
the requirement of Code section 401(a)(9) that all payments
are to be completed within a period not to exceed the lives
or the joint and last survivor life expectancy of the
Participant and his or her Beneficiary. The life expectancies
of a Participant and his or her Beneficiary may not be
recomputed annually.
11.10 Incidental Benefit Rule
The Participant's payment election must be consistent with
the requirement that, if the Participant's spouse is not his
or her sole primary Beneficiary, the minimum annual
distribution for each calendar year, beginning with the year
in which he or she attains age 70 1/2 (or such later date as
provided otherwise in Section 11), shall not be less than the
quotient obtained by dividing (a) the
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Participant's vested Account balance as of the last Trade
Date of the preceding year by (b) the applicable divisor as
determined under the incidental benefit requirements of Code
section 401(a)(9).
11.11 Payment to Beneficiary
Payment to a Beneficiary must either: (1) be completed by the
end of the calendar year that contains the fifth anniversary
of the Participant's death or (2) begin by the end of the
calendar year that contains the first anniversary of the
Participant's death and be completed within the period of the
Beneficiary's life or life expectancy, except that:
(a) If the Participant dies after the April 1 immediately
following the end of the calendar year in which he or
she attains age 70 1/2, payment to his or her
Beneficiary must be made at least as rapidly as
provided in the Participant's distribution election;
(b) If the surviving spouse is the Beneficiary, payments
need not begin until the end of the calendar year in
which the Participant would have attained age 70 1/2
and must be completed within the spouse's life or life
expectancy; and
(c) If the Participant and the surviving spouse who is the
Beneficiary die (1) before the April 1 immediately
following the end of the calendar year in which the
Participant would have attained age 70 1/2 and (2)
before payments have begun to the spouse, the spouse
will be treated as the Participant in applying these
rules.
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11.12 Beneficiary Designation
Effective January 1, 1991, each Participant must complete a
separate Beneficiary designation form for the Plan indicating
the Beneficiary who is to receive the Participant's remaining
Plan interest at the time of his or her death. Separate
Beneficiary designation forms filed before January 1, 1991
for the Wells Fargo & Company Tax Advantage Plan and the
Wells Fargo Retirement Plan are not effective after January
1, 1991.
The designation may be changed at any time. However, a
Participant's spouse shall be the sole primary Beneficiary
unless the designation includes Spousal Consent for another
Beneficiary. If no proper designation is in effect at the
time of a Participant's death or if the Beneficiary does not
survive the Participant, the Beneficiary shall be, in the
order listed, the:
(a) Participant's surviving spouse,
(b) Participant's children, in equal shares, (or if a child
does not survive the Participant, and that child leaves
issue, the issue shall be entitled to that child's
share, by right of representation), or
(c) Participant's estate.
Effective January 1, 1992, if no proper designation is in
effect at the time of a Participant's death or if the
Beneficiary does not survive the Participant, the Beneficiary
shall be, in the order listed, the:
(a) Participant's surviving spouse,
(b) Participant's children, in equal shares, (or if a child
does not survive the Participant, and that child leaves
issue, the issue shall be entitled to that child's
share, by right of representation),
(c) Participant's Company sponsored life insurance
beneficiary, or
(d) Participant's estate.
11.13 QJSA and QPSA Information and Elections
The following definitions, information and election rules
shall apply to all Participants, except that effective August
1, 1994 the following definitions, information and election
rules shall apply to Participants who have a Retirement
Account and to any Participant who elects a life annuity
option:
(a) Annuity Starting Date. The first day of the first
period for which an amount is payable as an annuity,
or, in the case of a benefit not payable in the form of
an annuity, the first day on which all events have
occurred which entitle the Participant to such benefit.
(b) "QJSA". A qualified joint and survivor annuity, meaning
for a married Participant, a form of benefit payment
which is the
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actuarial equivalent of the Participant's vested
Account balances at the Annuity Starting Date (less any
commissions or other fees and expenses charged by the
insurance company), payable to the Participant in
monthly payments for life and providing that, if the
Participant's spouse survives him or her, monthly
payments equal to 50% of the amount payable to the
Participant during his or her lifetime will be paid to
the spouse for the remainder of such person's lifetime
and for a single Participant, a form of benefit payment
which is the actuarial equivalent of the Participant's
vested Account balances at the Annuity Starting Date,
(less any commissions or other fees and expenses
charged by the insurance company) payable to the
Participant in monthly payments for life.
(c) "QPSA". A qualified pre-retirement survivor annuity,
meaning that upon the death of a Participant before the
Annuity Starting Date, the vested portion of the
Participant's Account becomes payable to the surviving
spouse as a life annuity (except to the extent of any
Loan Account balance), unless Spousal Consent has been
given to a different Beneficiary or the surviving
spouse chooses a different form of payment.
(d) QJSA Information to a Participant. No less than 30 and
no more than 90 days before the Annuity Starting Date,
each Participant shall be given a written explanation
of (1) the terms and conditions of the QJSA, (2) the
right to make an election to waive this form of payment
and choose an optional form of payment and the effect
of this election, (3) the right to revoke this election
and the effect of this revocation, and (4) the need for
Spousal Consent.
(e) QJSA Election. A Participant may elect (and such
election shall include Spousal Consent if married), at
any time within the 90 day period ending on the Annuity
Starting Date, to (1) waive the right to receive the
QJSA and elect an optional form of payment, or (2)
revoke or change any such election.
(f) QPSA Beneficiary Information to Participant. Upon
becoming a Participant (and with updates as needed to
insure such information is accurate and readily
available to each Participant who is between the ages
of 32 and 35), each married Participant shall be given
written information stating that (1) his or her death
benefit is payable to his or her surviving spouse, (2)
his or her ability to choose that the benefit be paid
to a different Beneficiary, (3) the right to revoke or
change a prior designation and the effects of such
revocation or change, and (4) the need for Spousal
Consent.
(g) QPSA Beneficiary Designation by Participant. A married
Participant may designate (with Spousal Consent) a
non-spouse Beneficiary at any time after the
Participant has been given the information in the QPSA
Beneficiary Information to Participant paragraph above
and upon the earlier of (1) the date the Participant
has terminated employment, or (2) the beginning of the
Plan Year in which the
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Participant attains age 35.
(h) QPSA Information to a Surviving Spouse. Each surviving
spouse shall be given a written explanation of (1) the
terms and conditions of being paid his or her Account
balance in the form of a single life annuity, (2) the
right to make an election to waive this form of payment
and choose an optional form of payment and the effect
of making this election, and (3) the right to revoke
this election and the effect of this revocation.
(i) QPSA Election by Surviving Spouse. A surviving spouse
may elect, at any time up to the Annuity Starting Date,
to (1) waive the single life annuity and elect an
optional form of payment, or (2) revoke or change any
such election.
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12 ADP AND ACP TESTS
12.1 Contribution Limitation Definitions
The following definitions are applicable to this Section 12
(where a definition is contained in both Sections 1 and 12,
for purposes of Section 12 the Section 12 definition shall be
controlling):
(a) "ACP" or "Average Contribution Percentage". The Average
Percentage calculated using Contributions allocated to
Participants as of a date within the Plan Year.
(b) "ACP Test". The determination of whether the ACP is in
compliance with the Basic or Alternative Limitation for
a Plan Year (as defined in Section 12.2).
(c) "ADP" or "Average Deferral Percentage". The Average
Percentage calculated using Deferrals allocated to
Participants as of a date within the Plan Year.
(d) "ADP Test". The determination of whether the ADP is in
compliance with the Basic or Alternative Limitation for
a Plan Year (as defined in Section 12.2).
(e) "Average Percentage". The average of the calculated
percentages for Participants within the specified
group. The calculated percentage refers to either the
"Deferrals" or "Contributions" (as defined in this
Section) made on each Participant's behalf for the Plan
Year, divided by his or her Compensation for the
portion of the Plan Year in which he or she was an
Eligible Employee while a Participant. (Pre-Tax
Contributions to this Plan or comparable contributions
to plans of Related Companies which will be refunded
solely because they exceed the Contribution Dollar
Limit are included in the percentage for the HCE Group
but not for the NHCE Group.)
(f) "Contributions" shall include Company Match and for
Plan Years beginning on or before January 1, 1994,
After-Tax Contributions. In addition, Contributions may
include Pre-Tax and Company Plus Contributions, but
only to the extent that (1) the Employer elects to use
them, (2) they are not used or counted in the ADP Test,
(3) Company Plus Contributions are fully vested when
made and not withdrawable by an Employee before he or
she attains age 59 1/2 or is determined to be
Terminally Disabled and (4) Pre-Tax Contributions
are necessary to meet the ACP Test Alternative
Limitation (defined in Section 12.2 (b)) or the
Multiple Use Test.
(g) "Deferrals" shall include Pre-Tax Contributions. In
addition, Deferrals may include Company Plus
Contributions, but only to the extent that
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<PAGE>
(1) the Employer elects to use them, (2) they are not
used or counted in the ACP Test, and (3) such
Contributions are fully vested when made and not
withdrawable by an Employee before he or she attains
age 59 1/2 or is determined to be Terminally Disabled.
(h) "Family Member". An Employee who is, at any time during
the Plan Year or Lookback Year (as defined in this
Section) , a spouse, lineal ascendant or descendant, or
spouse of a lineal ascendant or descendant of (1) an
active or former Employee who at any time during Plan
Year or Lookback Year is a more than 5% Owner (within
the meaning of Code section 414(q)(3)), or (2) an HCE
who is among the 10 Employees with the highest
Compensation for such Year.
(i) "HCE" or "Highly Compensated Employee". With respect to
each Employer and its Related Companies, an Employee
during the Plan Year or Lookback Year who (in
accordance with Code section 414(q)):
(1) Was a more than 5% Owner at any time during the
Lookback Year or Plan Year;
(2) Received Compensation during the Lookback Year
(or in the Plan Year if among the 100 Employees
with the highest Compensation for such Year) in
excess of (i) $75,000 (as adjusted for such Year
pursuant to Code sections 414(q)(1) and 415(d)),
or (ii) $50,000 (as adjusted for such Year
pursuant to Code sections 414(q)(1) and 415(d))
in the case of a member of the "top-paid group"
(within the meaning of Code section 414(q)(4))
for such Year), provided, however, that if the
conditions of Code section 414(q)(12)(B)(ii) are
met, the Company may elect for any Plan Year to
apply clause (i) by substituting $50,000 for
$75,000 and not to apply clause (ii);
(3) Was an officer of a Related Company and received
Compensation during the Lookback Year (or in the
Plan Year if among the 100 Employees with the
highest Compensation for such Year) that is
greater than 50% of the dollar limitation in
effect under Code section 415(b)(1)(A) and (d)
for such Year (or if no officer has Compensation
in excess of the threshold, the officer with the
highest Compensation), provided that the number
of officers shall be limited to 50 Employees (or,
if less, the greater of three Employees or 10% of
the Employees); or
(4) Was a Family Member at any time during the
Lookback Year or Plan Year, in which case the
Contributions and Compensation of the HCE and his
or her Family Members shall be aggregated and
they shall be treated as a single HCE.
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<PAGE>
A former Employee shall be treated as an HCE if (1)
such former Employee was an HCE when he separated from
service, or (2) such former Employee was an HCE in
service at any time after attaining age 55.
The determination of who is an HCE, including the
determinations of the number and identity of Employees
in the top-paid group, the top 100 Employees and the
number of Employees treated as officers shall be made
in accordance with Code section 414(q).
(j) "HCE Group" and "NHCE Group". With respect to each
Employer and its Related Companies, the respective
group of HCEs and NHCEs who are eligible to have
amounts contributed on their behalf for the Plan Year,
including Employees who would be eligible but for their
election not to participate or to contribute, or
because their Pay is greater than zero but does not
exceed a stated minimum.
(1) If the Related Companies maintain two or more
plans which are subject to the ADP or ACP Test
and are considered as one plan for purposes of
Code sections 401(a)(4) or 410(b), all such plans
shall be aggregated and treated as one plan for
purposes of meeting the ADP and ACP Tests,
provided that, for Plan Years beginning after
December 31, 1989, plans may only be aggregated
if they have the same Plan Year.
(2) If an HCE, who is one of the top 10 paid
Employees or a more than 5% Owner, has any Family
Members, the Deferrals, Contributions and
Compensation of such HCE and his or her Family
Members shall be combined and treated as a single
HCE. Such amounts for all other Family Members
shall be removed from the NHCE Group percentage
calculation and be combined with the HCE's.
(3) If an HCE is covered by more than one cash or
deferred arrangement maintained by the Related
Companies, all such plans shall be aggregated and
treated as one plan for purposes of calculating
the separate percentage for the HCE which is used
in the determination of the Average Percentage.
(k) "Lookback Year". Pursuant to Code section 414(q), the
Company elects as the Lookback Year the 12 months
ending immediately prior to the start of the Plan Year.
(l) "Multiple Use Test". The test described in Section 12.4
which a Plan must meet where the Alternative Limitation
(described in Section 12.2(b)) is used to meet both the
ADP and ACP Tests.
(m) "NHCE" or "Non-Highly Compensated Employee". An
Employee who
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<PAGE>
is not an HCE.
12.2 ADP and ACP Tests
For each Plan Year, the ADP and ACP for the HCE Group must
meet either the Basic or Alternative Limitation when compared
to the respective ADP and ACP for the NHCE Group, defined as
follows:
(a) Basic Limitation. The HCE Group Average Percentage may
not exceed 1.25 times the NHCE Group Average
Percentage.
(b) Alternative Limitation. The HCE Group Average
Percentage is limited by reference to the NHCE Group
Average Percentage as follows:
<TABLE>
<CAPTION>
IF THE NHCE GROUP THEN THE MAXIMUM HCE
AVERAGE PERCENTAGE IS: GROUP AVERAGE PERCENTAGE IS:
---------------------- ----------------------------
<S> <C>
Less than 2% 2 times NHCE Group Average %
2% to 8% NHCE Group Average % plus 2%
More than 8% NA - Basic Limitation applies
</TABLE>
12.3 Correction of ADP and ACP Tests
If the ADP or ACP Tests are not met, the Administrator shall
determine, no later than the end of the next Plan Year, a
maximum percentage to be used in place of the calculated
percentage for all HCEs that would reduce the ADP and/or ACP
for the HCE group by a sufficient amount to meet the ADP and
ACP Tests.
(a) ADP Correction. Pre-Tax Contributions shall, by the end
of the next Plan Year, be refunded (including amounts
previously refunded because they exceeded the
Contribution Dollar Limit) to the Participant in an
amount equal to the actual Deferrals minus the product
of the maximum percentage and the HCE's Compensation.
Excess amounts shall first be taken from unmatched
Pre-Tax Contributions and then from matched Pre-Tax
Contributions. Any Company Match Contributions
attributable to refunded excess Pre-Tax Contributions
as described in this Section shall be deemed a
Contribution made by reason of a mistake of fact and
removed from the Participant's Account.
(b) ACP Correction. Contributions shall, by the end of the
next Plan Year, be refunded to the Participant in an
amount equal to the actual Contributions minus the
product of the maximum percentage and the HCE's
Compensation. For Plan Years beginning on or before
January 1, 1994, the excess amounts shall first be
taken from After-Tax Contributions and then from
Company Match Contributions.
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(c) Investment Fund Sources. Once the amount of excess
Deferrals and/or Contributions is determined and with
regard to excess Contributions, allocated by type of
Contribution, amounts shall then be taken by type of
investment in direct proportion to the market value of
the Participant's interest in each Investment Fund
(which excludes his or her Loan Account balance),
except, effective February 1991, for his or her
interest in the Real Estate Equity Fund until such time
as the Real Estate Equity Fund is no longer restricted
for this purpose, as of the Trade Date on which the
correction is made.
(d) Family Member Correction. To the extent any reduction
is necessary with respect to an HCE and his or her
Family Members that have been combined and treated for
testing purposes as a single Employee, the excess
Deferrals and Contributions from the ADP and/or ACP
Test shall be prorated among each such Participant in
direct proportion to his or her Deferrals or
Contributions included in each Test.
12.4 Multiple Use Test
If the Alternative Limitation (defined in Section 12.2) is
used to meet both the ADP and ACP Tests, the ADP and ACP for
the HCE Group must also comply with the requirements of Code
section 401(m)(9). Such Code section requires that the sum of
the ADP and ACP for the HCE Group (as determined after any
corrections needed to meet the ADP and ACP Tests have been
made) not exceed the sum (which produces the most favorable
result) of:
(a) the Basic Limitation (defined in Section 12.2) applied
to either the ADP or ACP for the NHCE Group, and
(b) the Alternative Limitation applied to the other NHCE
Group percentage.
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<PAGE>
12.5 Correction of Multiple Use Test
If the multiple use limit is exceeded, the Administrator
shall determine a maximum percentage to be used in place of
the calculated percentage for all HCEs that would reduce
either or both the ADP or ACP for the HCE Group by a
sufficient amount to meet the multiple use limit. Any excess
shall be handled in the same manner that the distribution of
excess Deferrals or Contributions are handled.
12.6 Adjustment for Investment Gain or Loss
Any excess Deferrals or Contributions to be refunded to a
Participant in accordance with Section 12.3 or 12.5 shall be
adjusted for investment gain or loss. Refunds shall not
include investment gain or loss for the period between the
end of the applicable Plan Year and the date of distribution.
However, for Plan Years ending before December 31, 1993,
refunds shall include investment gain or loss for the period
between the end of the applicable Plan Year and the date of
distribution.
12.7 Testing Responsibilities and Required Records
The Administrator shall be responsible for ensuring that the
Plan meets the ADP Test, the ACP Test and the Multiple Use
Test, and that the Contribution Dollar Limit is not exceeded.
In carrying out its responsibilities, the Administrator shall
have sole discretion to limit or reduce Deferrals or
Contributions at any time. The Administrator shall maintain
records which are sufficient to demonstrate that the ADP
Test, the ACP Test and the Multiple Use Test, have been met
for each Plan Year for at least as long as the Employer's
corresponding tax year is open to audit.
12.8 Separate Testing
(a) Multiple Employers: The determination of HCEs, NHCEs,
and the performance of the testing and any corrective
action resulting therefrom shall be made separately
with regard to the Employees of each Employer (and its
Related Companies) that is not a Related Company with
the other Employer(s).
(b) Collective Bargaining Units: For Plan Years beginning
after December 31, 1992, the performance of the ADP
Test, and if applicable, the ACP Test and Multiple Use
Test, and any corrective action resulting therefrom
shall be applied separately to Employees who are
eligible to participate in the Plan as a result of a
collective bargaining agreement.
In addition, separate testing may be applied, at the
discretion of the Administrator and to the extent permitted
under Treasury regulations, to any group of Employees for
whom separate testing is permissible.
13 MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS
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<PAGE>
Correction of excess annual additions and combined plan limit
provisions in effect prior to January 1, 1991 are as set forth in
Appendix F.
13.1 "Annual Addition" Defined
The sum of all amounts allocated to the Participant's Account
for a Plan Year. Amounts include contributions (except for
rollovers or transfers from another qualified plan),
forfeitures and, if the Participant is a Key Employee
(pursuant to Section 14) for the applicable or any prior Plan
Year, medical benefits provided pursuant to Code section
419A(d)(1). For purposes of this Section 13.1, "Account" also
includes a Participant's account in all other defined
contribution plans currently or previously maintained by any
Related Company. The Plan Year refers to the year to which
the allocation pertains, regardless of when it was allocated.
The Plan Year shall be the Code section 415 limitation year.
Annual Additions shall not include the amount of any
reimbursement of expenses incurred in the administration of
the Plan.
13.2 Maximum Annual Addition
The Annual Addition to a Participant's accounts under this
Plan and any other defined contribution plan maintained by
any Related Company for any Plan Year shall not exceed the
lesser of (1) 25% of his or her Taxable Income or (2) the
greater of $30,000 or one-quarter of the dollar limitation in
effect under Code section 415(b)(1)(A).
13.3 Avoiding an Excess Annual Addition
If, at any time during a Plan Year, the allocation of any
additional Contributions would produce an excess Annual
Addition for such year, Contributions to be made for the
remainder of the Plan Year shall be limited to the amount
needed for each affected Participant to receive the maximum
Annual Addition.
13.4 Correcting an Excess Annual Addition
Upon the discovery of an excess Annual Addition to a
Participant's Account (resulting from forfeitures,
allocations, reasonable error in determining Participant
compensation or the amount of elective contributions, or
other facts and circumstances acceptable to the Internal
Revenue Service) the excess amount (adjusted to reflect
investment gains) shall first be returned to the Participant
to the extent of his or her After-Tax Contributions and the
remaining excess, if any, shall be forfeited by the
Participant first to the extent of his or her Retirement
Contributions, then Company Plus Contributions, then Company
Match Contributions, then Pre-Tax Contributions and used to
reduce subsequent Contributions as soon as is
administratively feasible, except that forfeited Pre-Tax
Contributions shall be returned to the Participant.
Effective August 1, 1994, the excess amount (adjusted to
reflect investment
57
<PAGE>
gains) shall be corrected as follows:
(a) With regard to a Participant who is eligible to receive
transition Retirement Contributions as set forth in
Section 5.3(b), excess amounts (adjusted to reflect
investment gains) shall be forfeited (except that with
regard to Pre-Tax Contributions such amounts shall be
returned to the Participant) first to the extent of his
or her Retirement Contributions, then Company Plus
Contributions, then unmatched Pre-Tax Contributions,
then matched Pre-Tax Contributions, then Company Match
Contributions, except that for Plan Years beginning on
or before January 1, 1994, the excess amount shall
first be returned to the Participant to the extent of
his or her After-Tax Contributions. Notwithstanding, to
the extent Pre-Tax Contributions were matched, the
applicable Company Match Contributions shall be
forfeited in proportion to returned matched Pre-Tax
Contributions. Forfeited amounts shall be used to
reduce subsequent Contributions as soon as is
administratively feasible.
(b) With regard to each other Participant, excess amounts
(adjusted to reflect investment gains) shall be
forfeited (except that with regard to Pre-Tax
Contributions such amounts shall be returned to the
Participant) first to the extent of his or her
unmatched Pre-Tax Contributions, then matched Pre-Tax
Contributions, then Company Match Contributions, then
Company Plus Contributions and then Retirement
Contributions, except that for Plan Years beginning on
or before January 1, 1994, the excess amount shall
first be returned to the Participant to the extent of
his or her After-Tax Contributions. Notwithstanding, to
the extent Pre-Tax Contributions were matched, the
applicable Company Match Contributions shall be
forfeited in proportion to returned match Pre-Tax
Contributions. Forfeited amounts shall be used to
reduce subsequent Contributions as soon as is
administratively feasible.
13.5 Correcting a Multiple Plan Excess
If a Participant, whose Account is credited with an excess
Annual Addition, received allocations to more than one
defined contribution plan, the excess shall be corrected by
reducing the Annual Addition to this Plan only after all
possible reductions have been made to the other defined
contribution plans.
13.6 "Defined Benefit Fraction" Defined
The fraction, for any Plan Year, where the numerator is the
"projected annual benefit" and the denominator is the greater
of 125% of the "protected current accrued benefit" or the
normal limit which is the lesser of (1) 125% of the maximum
dollar limitation provided under Code section 415(b)(1)(A)
for the Plan Year or (2) 140% of the amount which may be
taken into account under Code section 415(b)(1)(B) for the
Plan Year, where a Participant's:
(a) "projected annual benefit" is the annual benefit
provided by the Plan
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<PAGE>
determined pursuant to Code section 415(e)(2)(A), and
(b) "protected current accrued benefit" in a defined
benefit plan in existence (1) on July 1, 1982, shall be
the accrued annual benefit provided for under Public
Law 97-248, section 235(g)(4), as amended, or (2) on
May 6, 1986, shall be the accrued annual benefit
provided for under Public Law 99-514, section
1106(i)(3).
13.7 "Defined Contribution Fraction" Defined
The fraction where the numerator is the sum of the
Participant's Annual Addition for each Plan Year to date and
the denominator is the sum of the "annual amounts" for each
year in which the Participant has performed service with a
Related Company. The "annual amount" for any Plan Year is the
lesser of (1) 125% of the Code section 415(c)(1)(A) dollar
limitation (determined without regard to subsection (c)(6))
in effect for the Plan Year and (2) 140% of the Code section
415(c)(1)(B) amount in effect for the Plan Year, where:
(a) each Annual Addition is determined pursuant to the Code
section 415(c) rules in effect for such Plan Year, and
(b) the numerator is adjusted pursuant to Public Law
97-248, section 235(g)(3), as amended, or Public Law
99-514, section 1106(i)(4).
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<PAGE>
13.8 Combined Plan Limits and Correction
If a Participant has also participated in a defined benefit
plan maintained by a Related Company, the sum of the Defined
Benefit Fraction and the Defined Contribution Fraction for
any Plan Year may not exceed 1.0. If the combined fraction
exceeds 1.0 for any Plan Year, the Participant's benefit
under any defined benefit plan (to the extent it has not been
distributed or used to purchase an annuity contract) shall be
limited so that the combined fraction does not exceed 1.0
before any defined contribution limits will be enforced. If
after such reduction, the combined fraction still exceeds
1.0, the defined contribution Annual Addition shall be
reduced to the extent necessary so that the combined fraction
does not exceed 1.0, in the order and manner set forth in
Section 13.4.
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14 TOP HEAVY RULES
14.1 Top Heavy Definitions
When capitalized, the following words and phrases have the
following meanings when used in this Section:
(a) "Aggregation Group". The group consisting of each
qualified plan of an Employer (and its Related
Companies) (1) in which a Key Employee is a participant
or was a participant during the determination period
(regardless of whether such plan has terminated), or
(2) which enables another plan in the group to meet the
requirements of Code sections 401(a)(4) or 410(b). The
Employer may also treat any other qualified plan as
part of the group if the group would continue to meet
the requirements of Code sections 401(a)(4) and 410(b)
with such plan being taken into account.
(b) "Determination Date". The last Trade Date of the
preceding Plan Year or, in the case of the Plan's first
year, the last Trade Date of the first Plan Year.
(c) "Key Employee". A current or former Employee (or his or
her Beneficiary) who at any time during the five year
period ending on the Determination Date was:
(1) an officer of a Related Company whose
Compensation (i) exceeds 50% of the amount in
effect under Code section 415(b)(1)(A) and (ii)
places him within the following highest paid
group of officers:
<TABLE>
<CAPTION>
NUMBER OF EMPLOYEES NUMBER OF
NOT EXCLUDED UNDER CODE HIGHEST PAID
SECTION 414(q)(8) OFFICERS INCLUDED
----------------- -----------------
<S> <C>
Less than 30 3
30 to 500 10% of the number of
Employees not excluded
under Code section
414(q)(8)
More than 500 50
</TABLE>
(2) a more than 5% Owner,
(3) a more than 1% Owner whose Compensation exceeds
$150,000, or
(4) a more than 0.5% Owner who is among the 10
Employees owning the largest interest in a
Related Company and whose Compensation exceeds
the amount in effect under Code
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section 415(c)(1)(A).
(d) "Plan Benefit". The sum as of the Determination Date of
(1) an Employee's Account, (2) the present value of his
or her other accrued benefits provided by all qualified
plans within the Aggregation Group, and (3) the
aggregate distributions made within the five year
period ending on such date. Plan Benefits shall exclude
rollover contributions and plan to plan transfers made
after December 31, 1983 which are both employee
initiated and from a plan maintained by a non-related
employer.
(e) "Top Heavy". The Plan's status when the Plan Benefits
of Key Employees account for more than 60% of the Plan
Benefits of all Employees who have performed services
at any time during the five year period ending on the
Determination Date. The Plan Benefits of Employees who
were, but are no longer, Key Employees (because they
have not been an officer or Owner during the five year
period), are excluded in the determination.
14.2 Special Contributions
(a) Minimum Contribution Requirement. For each Plan Year in
which the Plan is Top Heavy, the Employer shall not
allow any contributions (other than a Rollover
Contribution) to be made by or on behalf of any Key
Employee unless the Employer makes a contribution
(other than Pre-Tax and Company Match Contributions) on
behalf of all Participants who were Eligible Employees
as of the last day of the Plan Year in an amount equal
to at least 3% of each such Participant's Taxable
Income. The Administrator shall remove any such
contributions (including applicable investment gain or
loss) credited to a Key Employee's Account in violation
of the foregoing rule and return them to the Employer
or Employee to the extent permitted by the Limited
Return of Contributions paragraph of Section 18.
(b) Overriding Minimum Benefit. Notwithstanding,
contributions shall be permitted on behalf of Key
Employees if the Employer also maintains a defined
benefit plan which automatically provides a benefit
which satisfies the Code section 416(c)(1) minimum
benefit requirements, including the adjustment provided
in Code section 416(h)(2)(A), if applicable. If this
Plan is part of an aggregation group in which a Key
Employee is receiving a benefit and no minimum is
provided in any other plan, a minimum contribution of
at least 3% of Taxable Income shall be provided to the
Participants specified in the preceding paragraph. In
addition, the Employer may offset a defined benefit
minimum by contributions (other than Pre-Tax and
Company Match Contributions) made to this Plan.
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<PAGE>
14.3 Special Vesting
If the Plan becomes Top Heavy after the Effective Date,
vesting for all Employees shall thereafter be accelerated to
the extent the following vesting schedule produces a greater
vested percentage for the Employee than the normal vesting
schedule at any relevant time:
<TABLE>
<CAPTION>
YEARS OF VESTING VESTED
SERVICE PERCENTAGE
------- ----------
<S> <C>
Less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
</TABLE>
14.4 Adjustment to Combined Limits for Different Plans
For each Plan Year in which the Plan is Top Heavy, 100% shall
be substituted for 125% in determining the Defined Benefit
Fraction and the Defined Contribution Fraction.
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<PAGE>
15 PLAN ADMINISTRATION
15.1 Plan Delineates Authority and Responsibility
Plan fiduciaries include the Company, the Administrator, the
Committee and/or the Trustee, as applicable, whose specific
duties are delineated in this Plan and Trust. In addition,
Plan fiduciaries also include any other person to whom
fiduciary duties or responsibility is delegated with respect
to the Plan. Any person or group may serve in more than one
fiduciary capacity with respect to the Plan. To the extent
permitted under ERISA section 405, no fiduciary shall be
liable for a breach by another fiduciary.
15.2 Fiduciary Standards
Each fiduciary shall discharge its duties with respect to the
Plan solely in the interest of Participants and Beneficiaries
and:
(a) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such
matters would use in conduct of an enterprise of a like
character and with like aims; and
(b) for the exclusive purpose of providing benefits to
Participants and Beneficiaries and defraying reasonable
expenses of administering the Plan.
15.3 Company is ERISA Plan Administrator
The Company is the plan administrator, within the meaning of
ERISA section 3(16). The Administrator and/or Committee shall
have any necessary authority to carry out such functions
through the actions of the Administrator, duly appointed
officers of the Company, and/or the Committee.
15.4 Administrator Duties
The Administrator shall have the full discretionary authority
to administer, interpret and construe this Plan, including
discretionary authority to determine eligibility for
participation and for benefits under the terms of the Plan,
to appoint an investment manager within the meaning of ERISA
section 3(38), to correct errors and to do all things
necessary or convenient to effect the intent and purposes
thereof, whether or not such powers are specifically set
forth in this Plan. Actions taken in good faith by the
Administrator shall be conclusive and binding on all
interested parties, and shall be given the maximum possible
deference allowed by law.
15.5 Advisors May be Retained
The Administrator may retain such agents and advisors
(including attorneys,
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<PAGE>
accountants, actuaries, consultants, record keepers,
investment counsel and administrative assistants) as it
considers necessary to assist it in the performance of its
duties.
15.6 Delegation of Administrator Duties
The Company, as Administrator may delegate its duties to a
Committee or to any person or entity. The Company shall
provide the Trustee with the names and specimen signatures of
any persons authorized to serve as Committee members and act
as or on its behalf. Any Committee member appointed by the
Company shall serve at the pleasure of the Company, but may
resign by written notice to the Company. Committee members
shall serve without compensation from the Plan for such
services. Except to the extent that the Company otherwise
provides, any delegation of duties to a Committee or to any
person or entity pursuant to Section 15.5 shall carry with it
the full discretionary authority of the Administrator to
complete such duties.
15.7 Committee Operating Rules
(a) Actions of Majority. Any act delegated by the Company
to the Committee may be done by a majority of its
members. The majority may be expressed by a vote at a
meeting or in writing without a meeting, and a majority
action shall be equivalent to an action of all
Committee members.
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<PAGE>
(b) Meetings. The Committee shall hold meetings upon such
notice, place and times as it determines necessary to
conduct its functions properly.
(c) Reliance by Trustee. The Committee may authorize one or
more of its members to execute documents on its behalf
and may authorize one or more of its members or other
individuals who are not members to give written
direction to the Trustee in the performance of its
duties. The Committee shall provide such authorization
in writing to the Trustee with the name and specimen
signatures of any person authorized to act on its
behalf. The Trustee shall accept such direction and
rely upon it until notified in writing that the
Committee has revoked the authorization to give such
direction. The Trustee shall not be deemed to be on
notice of any change in the membership of the
Committee, parties authorized to direct the Trustee in
the performance of its duties, or the duties delegated
to and by the Committee until notified in writing.
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<PAGE>
16 MANAGEMENT OF INVESTMENTS
Prior to January 1, 1991, the trust agreements with respect to the
plans listed in Appendix A shall govern.
16.1 Trust Agreement
All Plan assets shall be held by the Trustee in trust, in
accordance with those provisions of this Plan and Trust which
relate to the Trustee, for use in providing Plan benefits and
paying Plan expenses not paid directly by the Employer. Plan
benefits will be drawn solely from the Trust and paid by the
Trustee as directed by the Administrator. Notwithstanding,
the Administrator may appoint, with the approval of the
Trustee, another trustee to hold and administer Plan assets
which do not meet the requirements of Section 16.2.
16.2 Investment Funds
The Administrator is hereby granted authority to direct the
Trustee to invest Trust assets in one or more Investment
Funds. The number and composition of Investment Funds may be
changed from time to time, without the necessity of amending
this Plan and Trust document. The Trustee may establish
reasonable limits on the number of Investment Funds as well
as the acceptable assets for any such Investment Fund. Each
of the Investment Funds may be comprised of any of the
following:
(a) shares of a registered investment company, whether or
not the Trustee or any of its affiliates is an advisor
to, or other service provider to, such company;
(b) collective investment funds maintained by the Trustee,
or any other fiduciary to the Plan, which are available
for investment by trusts which are qualified under Code
sections 401(a) and 501(a);
(c) individual equity and fixed income securities which are
readily tradeable on the open market;
(d) guaranteed investment contracts issued by a bank or
insurance company;
(e) interest bearing deposits of the Trustee; and
(f) Company Stock.
Any Investment Fund assets invested in a collective
investment fund, shall be subject to all the provisions of
the instruments establishing and governing such fund. These
instruments, including any subsequent amendments, are
incorporated herein by reference.
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<PAGE>
16.3 Authority to Hold Cash
The Trustee shall have the authority to cause the investment
manager of each Investment Fund to maintain sufficient
deposit or money market type assets in each Investment Fund
to handle the Fund's liquidity and disbursement needs. Each
Participant's and Beneficiary's Sweep Account, which is used
to hold assets pending investment or disbursement, shall
consist of interest bearing deposits of the Trustee.
16.4 Trustee to Act Upon Instructions
The Trustee shall carry out instructions to invest assets in
the Investment Funds as soon as practicable after such
instructions are received from the Administrator,
Participants, or Beneficiaries. Such instructions shall
remain in effect until changed by the Administrator,
Participants or Beneficiaries.
16.5 Administrator Has Right to Vote Registered Investment Company
Shares
The Administrator shall be entitled to vote proxies or
exercise any shareholder rights relating to shares held on
behalf of the Plan in a registered investment company.
Notwithstanding, the authority to vote proxies and exercise
shareholder rights related to such shares held in a Custom
Fund is vested as provided otherwise in Section 16.
16.6 Custom Fund Investment Management
The Administrator may designate, with the consent of the
Trustee, an investment manager for any Investment Fund
established by the Trustee solely for Participants of this
Plan (a "Custom Fund"). The investment manager may be the
Administrator, Trustee or an investment manager pursuant to
ERISA section 3(38). The Administrator shall advise the
Trustee in writing of the appointment of an investment
manager and shall cause the investment manager to acknowledge
to the Trustee in writing that the investment manager is a
fiduciary to the Plan.
A Custom Fund shall be subject to the following:
(a) Guidelines. Written guidelines, acceptable to the
Trustee, shall be established for a Custom Fund. If a
Custom Fund consists solely of collective investment
funds or shares of a registered investment company (and
sufficient deposit or money market type assets to
handle the Fund's liquidity and disbursement needs),
its underlying instruments shall constitute the
guidelines.
(b) Authority of Investment Manager. The investment manager
of a Custom Fund shall have the authority to vote or
execute proxies, exercise shareholder rights, manage,
acquire, and dispose of Trust assets. Notwithstanding,
the authority to vote proxies and exercise shareholder
rights related to shares of Company Stock held in a
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Custom Fund is vested as provided otherwise in Section
16.
(c) Custody and Trade Settlement. Unless otherwise agreed
to by the Trustee, the Trustee shall maintain custody
of all Custom Fund assets and be responsible for the
settlement of all Custom Fund trades. For purposes of
this section, shares of a collective investment fund,
shares of a registered investment company and
guaranteed investment contracts issued by a bank or
insurance company, shall be regarded as the Custom Fund
assets instead of the underlying assets of such
instruments.
(d) Limited Liability of Co-Fiduciaries. Neither the
Administrator nor the Trustee shall be obligated to
invest or otherwise manage any Custom Fund assets for
which the Trustee or Administrator is not the
investment manager nor shall the Administrator or
Trustee be liable for acts or omissions with regard to
the investment of such assets except to the extent
required by ERISA.
16.7 Authority to Segregate Assets
The Company may direct the Trustee to split an Investment
Fund into two or more funds in the event any assets in the
Fund are illiquid or the value is not readily determinable.
In the event of such segregation, the Company shall give
instructions to the Trustee on what value to use for the
split-off assets, and the Trustee shall not be responsible
for confirming such value.
16.8 Maximum Permitted Investment in Company Stock
If the Company provides for a Company Stock Fund the Fund
shall be comprised of Company Stock and sufficient deposit or
money market type assets to handle the Fund's liquidity and
disbursement needs. The Fund may be as large as necessary to
comply with Participants' and Beneficiaries' investment
elections.
16.9 Purchases and Sales of Company Stock
The Trustee may purchase Company Stock from the Company or on
the open market. The price per share of Company Stock
purchased by the Trustee from the Company shall be equal to
the lower of (1) the average of the closing prices per share
of Company Stock for the 20 consecutive trading days
immediately preceding the date of the sale of Company Stock
by the Company to the Trustee, or (2) the closing price per
share of Company Stock for the last trading day immediately
preceding the date of the sale of Company Stock by the
Company to the Trustee. The New York Stock Exchange -
Composite Tape shall be used in determining any closing
price. No commission or other fee shall be charged on a
purchase of Company Stock from the Company by the Trustee.
Dividends paid on Company Stock shall be automatically
reinvested in Company Stock through participation in the full
or partial dividend reinvestment program of the Wells Fargo &
Company Dividend Reinvestment
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and Common Stock Purchase Plan. No commission or other fee
shall be charged on such reinvestment through participation
in the full or partial dividend reinvestment program of the
Wells Fargo & Company Dividend Reinvestment and Common Stock
Purchase Plan.
The Trustee may sell Company Stock to the Company or on the
open market. The price per share of Company Stock sold by the
Trustee to the Company shall be equal to the closing price
per share of Company Stock for the last trading day
immediately preceding the date of the sale of Company Stock
by the Trustee to the Company. The New York Stock Exchange -
Composite Tape shall be used in determining any closing
price. No commission or other fee shall be charged on a sale
of Company Stock to the Company by the Trustee.
The Trustee shall purchase or sell Company Stock on the open
market only to the extent the Company does not offer to sell
or purchase Company Stock as set forth above. The Trustee
shall be responsible for selecting the broker to effect
purchases and sales of Company Stock on the open market.
16.10 Participants Have Right to Vote Company Stock
Each Participant or Beneficiary shall be entitled to instruct
the Trustee as to the voting of any full or partial shares of
Company Stock held on his or her behalf in the Company Stock
Fund. The Company shall be responsible for distributing to
each Participant or Beneficiary a copy of the proxy
solicitation or other material relating to such vote and a
blank form for the Participant or Beneficiary to complete
which confidentially instructs the Trustee to vote such
shares in the manner indicated by the Participant or
Beneficiary and informing each Participant or Beneficiary
that a failure to instruct the Trustee with respect to how to
vote any shares held on his or her behalf shall be regarded
as an instruction not to vote the shares held on his or her
behalf. Upon receipt of such instructions, the Trustee shall
tabulate and act with respect to such shares as instructed.
Shares for which no instructions are received from
Participants or Beneficiaries shall not be voted. The Trustee
shall hold any instructions it receives in confidence and
shall not divulge or release specific information regarding
such to any person, including officers of Employees of the
Company, except to the extent required by law.
16.11 Registration and Disclosure for Company Stock
The Administrator shall be responsible for determining the
applicability (and, if applicable, complying with) the
requirements of the Securities Act of 1933, as amended, the
California Corporate Securities Law of 1968, as amended, and
any other applicable blue sky law. The Administrator shall
also specify what restrictive legend or transfer restriction,
if any, is required to be set forth on the certificates for
the securities and the procedure to be followed by the
Trustee to effectuate a resale of such securities.
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17 TRUST ADMINISTRATION
Prior to January 1, 1991, the trust agreements with respect to the
plans listed in Appendix A shall govern.
17.1 Trustee to Construe Trust
The Trustee shall have the discretionary authority to
construe those provisions of this Plan and Trust which relate
to the Trustee and to do all things necessary or convenient
to the administration of the Trust, whether or not such
powers are specifically set forth in this Plan and Trust.
Actions taken in good faith by the Trustee shall be
conclusive and binding on all interested parties, and shall
be given the maximum possible deference allowed by law.
17.2 Trustee To Act As Owner of Trust Assets
Subject to the specific conditions and limitations set forth
in this Plan and Trust, the Trustee shall have all the power,
authority, rights and privileges of an absolute owner of the
Trust assets and, not in limitation but in amplification of
the foregoing, may:
(a) receive, hold, manage, invest and reinvest, sell,
tender, exchange, dispose of, encumber, hypothecate,
pledge, mortgage, lease, grant options respecting,
repair, alter, insure, or distribute any and all
property in the Trust;
(b) borrow money, participate in reorganizations, pay calls
and assessments, vote or execute proxies, exercise
subscription or conversion privileges, exercise options
and register any securities in the Trust in the name of
the nominee, in federal book entry form or in any other
form as will permit title thereto to pass by delivery;
(c) renew, extend the due date, compromise, arbitrate,
adjust, settle, enforce or foreclose, by judicial
proceedings or otherwise, or defend against the same,
any obligations or claims in favor of or against the
Trust; and
(d) lend, through a collective investment fund, any
securities held in such collective investment fund to
brokers, dealers or other borrowers and to permit such
securities to be transferred into the name and custody
and be voted by the borrower or others.
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17.3 United States Indicia of Ownership
The Trustee shall not maintain the indicia of ownership of
any Trust assets outside the jurisdiction of the United
States, except as authorized by ERISA section 404(b).
17.4 Tax Withholding and Payment
(a) Withholding. Effective for taxable distributions made
on or before December 31, 1992 the Trustee shall
calculate and withhold federal (and, if applicable,
state) income taxes in accordance with the
Participant's withholding election or as required by
law if no election is made. Effective for taxable
distributions made after December 31, 1992, the Trustee
shall calculate and withhold federal (and, if
applicable, state) income taxes with regard to any
Eligible Rollover Distribution that is not paid as a
Direct Rollover in accordance with the Participant's
withholding election or as required by law if no
election is made or the election is less than the
amount required by law. With regard to any taxable
distribution that is not an Eligible Rollover
Distribution, the Trustee shall calculate and withhold
federal (and, if applicable, state) income taxes in
accordance with the Participant's withholding election
or as required by law if no election is made.
(b) Taxes Due From Investment Funds. The Trustee shall pay
from the Investment Fund any taxes or assessments
imposed by any taxing or governmental authority on such
Fund or its income, including related interest and
penalties.
17.5 Trust Accounting
(a) Annual Report. Within 60 days (or other reasonable
period) following the close of the Plan Year, the
Trustee shall provide the Administrator with an annual
accounting of Trust assets and information to assist
the Administrator in meeting ERISA's annual reporting
and audit requirements.
(b) Periodic Reports. The Trustee shall maintain records
and provide sufficient reporting to allow the
Administrator to properly monitor the Trust's assets
and activity.
(c) Administrator Approval. Approval of any Trustee
accounting will automatically occur 90 days after such
accounting has been received by the Administrator,
unless the Administrator files a written objection with
the Trustee within such time period. Such approval
shall be final as to all matters and transactions
stated or shown therein and binding upon the
Administrator.
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17.6 Valuation of Certain Assets
If the Trustee determines the Trust holds any asset which is
not readily tradeable and listed on a national securities
exchange registered under the Securities Exchange Act of
1934, as amended, the Trustee may engage a qualified
independent appraiser to determine the fair market value of
such property, and the appraisal fees shall be paid from the
Investment Fund containing the asset.
17.7 Legal Counsel
The Trustee may consult with legal counsel of its choice,
including counsel for the Employer or counsel of the Trustee,
upon any question or matter arising under this Plan and
Trust. When relied upon by the Trustee, the opinion of such
counsel shall be evidence that the Trustee has acted in good
faith.
17.8 Fees and Expenses
The Trustee's fees for its services as Trustee shall be such
as may be mutually agreed upon by the Company and the
Trustee. Trustee fees and all reasonable expenses of counsel
and advisors retained by the Trustee shall be paid in
accordance with Section 6 provided however, that the Trustee
has consulted with the Company before incurring fees and
expenses of such counsel and advisors.
17.9 Trustee Duties and Limitations
The Trustee's duties, unless otherwise agreed to by the
Trustee, shall be confined to construing the terms of the
Plan and Trust as they relate to the Trustee, receiving funds
on behalf of and making payments from the Trust, safeguarding
and valuing Trust assets, investing and reinvesting Trust
assets in the Investment Funds as directed by the
Administrator, Participants or Beneficiaries and those duties
as described in this Section 17.
The Trustee shall have no duty or authority to ascertain
whether Contributions are in compliance with the Plan, to
enforce collection or to compute or verify the accuracy or
adequacy of any amount to be paid to it by the Employer. The
Trustee shall not be liable for the proper application of any
part of the Trust with respect to any disbursement made at
the direction of the Administrator.
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18 RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION
18.1 Plan Does Not Affect Employment Rights
The Plan does not provide any employment rights to any
Employee. The Employer expressly reserves the right to
discharge an Employee at any time, with or without cause,
without regard to the effect such discharge would have upon
the Employee's interest in the Plan.
18.2 Limited Return of Contributions
Except as provided in this paragraph, (1) Plan assets shall
not revert to the Employer nor be diverted for any purpose
other than the exclusive benefit of Participants or their
Beneficiaries; and (2) a Participant's vested interest shall
not be subject to divestment. As provided in ERISA section
403(c)(2), the actual amount of a Contribution made by the
Employer (or the current value of the Contribution if a net
loss has occurred) may revert to the Employer if:
(a) such Contribution is made by reason of a mistake of
fact;
(b) initial qualification of the Plan under Code section
401(a) is not received and a request for such
qualification is made within the time prescribed under
Code section 401(b) (the existence of and Contributions
under the Plan are hereby conditioned upon such
qualification); or
(c) such Contribution is not deductible under Code section
404 (such Contributions are hereby conditioned upon
such deductibility) in the taxable year of the Employer
for which the Contribution is made.
The reversion to the Employer must be made (if at all) within
one year of the mistaken payment of the Contribution, the
date of denial of qualification, or the date of disallowance
of deduction, as the case may be. A Participant shall have no
rights under the Plan with respect to any such reversion.
18.3 Assignment and Alienation
As provided by Code section 401(a)(13) and to the extent not
otherwise required by law, no benefit provided by the Plan
may be anticipated, assigned or alienated, except:
(a) to create, assign or recognize a right to any benefit
with respect to a Participant pursuant to a QDRO, or
(b) to use a Participant's vested Account balance as
security for a loan from the Plan which is permitted
pursuant to Code section 4975.
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18.4 Facility of Payment
If a Plan benefit is due to be paid to a minor or if the
Administrator reasonably believes that any payee is legally
incapable of giving a valid receipt and discharge for any
payment due him or her, the Administrator shall have the
payment of the benefit, or any part thereof, made to the
person (or persons or institution) whom it reasonably
believes is caring for or supporting the payee, unless it has
received due notice of claim therefor from a duly appointed
guardian or conservator of the payee. Any payment shall to
the extent thereof, be a complete discharge of any liability
under the Plan to the payee.
18.5 Reallocation of Lost Participant's Accounts
If the Administrator cannot locate a person entitled to
payment of a Plan benefit after a reasonable search, the
Administrator may at any time thereafter treat such person's
Account as forfeited and use such amount to reduce subsequent
Contributions as soon as administratively feasible or as
otherwise provided in Section 8. If such person subsequently
presents the Administrator with a valid claim for the
benefit, such person shall be paid the amount treated as
forfeited, and effective January 1, 1991, plus the interest
that would have been earned in the Sweep Account to the date
of determination. The Administrator shall pay the amount
through an additional Employer Contribution or direct the
Trustee to pay the amount from the Forfeiture Account.
18.6 Claims Procedure
(a) Right to Make Claim. An interested party who disagrees
with the Administrator's determination of his or her
right to Plan benefits must submit a written claim and
exhaust this claim procedure before legal recourse of
any type is sought. The claim must include the
important issues the interested party believes support
the claim. The Administrator, pursuant to the full
discretionary authority provided in this Plan, shall
either approve or deny the claim.
(b) Process for Denying a Claim. The Administrator's
partial or complete denial of an initial claim will
include a written response covering (1) the specific
reasons why the claim is being denied (with reference
to the pertinent Plan provisions) and (2) the steps
necessary to perfect the claim and obtain a final
review.
(c) Appeal of Denial and Final Review. The interested party
may make a written appeal of the Administrator's
initial decision, and the Administrator shall respond
in the same manner and form as prescribed for denying a
claim initially.
(d) Time Frame. The initial claim, its review, appeal and
final review shall be made in a timely fashion, subject
to the following time table:
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Days to Respond
Action From Last Action
------ ----------------
Administrator determines benefit NA
Interested party files initial request 60 days
Administrator's initial decision 90 days
Interested party requests final review 60 days
Administrator's final decision 60 days
However, the Administrator may take up to twice the
maximum response time for its initial and final
review if it provides an explanation within the
normal period of why an extension is needed and when
its decision will be forthcoming.
18.7 Construction
Headings are included for reading convenience. The text shall
control if any ambiguity or inconsistency exists between the
headings and the text. The singular and plural shall be
interchanged wherever appropriate. References to Participant
shall include Beneficiary when appropriate and even if not
otherwise already expressly stated.
18.8 Jurisdiction and Severability
The Plan and Trust shall be construed, regulated and
administered under ERISA and other applicable federal laws
and, where not otherwise preempted, by the laws of the State
of California. If any provision of this Plan and Trust shall
become invalid or unenforceable, that fact shall not affect
the validity or enforceability of any other provision of this
Plan and Trust. All provisions of this Plan and Trust shall
be so construed as to render them valid and enforceable in
accordance with their intent.
18.9 Indemnification by Employer
The Employers hereby agree to indemnify the Administrator and
any Employee to whom fiduciary duties are delegated against
any and all liabilities resulting from any action or
inaction, (including a Plan termination in which the Company
fails to apply for a favorable determination from the
Internal Revenue Service with respect to the qualification of
the Plan upon its termination), in relation to the Plan or
Trust (1) including (without limitation) expenses reasonably
incurred in the defense of any claim relating to the Plan or
its assets, and amounts paid in any settlement relating to
the Plan or its assets, but (2) excluding liability resulting
from actions or inactions made in bad faith, or resulting
from the gross negligence or willful misconduct of such
person. The Company shall have the right, but not the
obligation, to conduct the defense of any action to which
this paragraph applies. The fiduciaries are not entitled to
indemnity from the Plan assets relating to any such action.
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19 AMENDMENT, MERGER, DIVESTITURES AND TERMINATION
Amendment, merger, divestiture and termination provisions in effect
prior to January 1, 1991, are as set forth in Appendix G.
19.1 Amendment
Effective January 1, 1991, the board of directors of the
Company (or an authorized committee of such board) reserves
the right to amend this Plan and Trust at any time, to any
extent and in any manner it may deem necessary or
appropriate. The Company (and not the Trustee) shall be
responsible for adopting any amendments necessary to maintain
the qualified status of this Plan and Trust under Code
sections 401(a) and 501(a). The Committee shall have the
authority to adopt Plan and Trust amendments which have no
material effect on the eligibility, participant contribution,
employer contribution or vesting provisions of the Plan and
which have no substantial adverse financial impact upon any
Employer or the Plan. The Company's Personnel Director shall
have the authority to adopt Plan and Trust amendments which
are necessary to maintain the daily administrative operations
of the Plan. All interested parties shall be bound by any
amendment, provided that no amendment shall:
(a) become effective unless it has been adopted in
accordance with the procedures set forth in Section
19.5;
(b) except to the extent permissible under ERISA and the
Code, make it possible for any portion of the Trust
assets to revert to an Employer or to be used for, or
diverted to, any purpose other than for the exclusive
benefit of Participants and Beneficiaries entitled to
Plan benefits and to defray reasonable expenses of
administering the Plan;
(c) decrease the rights of any Employee to benefits accrued
(including the elimination of optional forms of
benefits) to the date on which the amendment is
adopted, or if later, the date upon which the amendment
becomes effective, except to the extent permitted under
ERISA and the Code; nor
(d) permit an Employee to be paid the balance of his or her
Pre-Tax Account unless the payment would otherwise be
permitted under Code section 401(k).
19.2 Merger
This Plan and Trust may not be merged or consolidated with,
nor may its assets or liabilities be transferred to, another
plan unless each Participant and Beneficiary would, if the
resulting plan were then terminated, receive a benefit just
after the merger, consolidation or transfer which is at least
equal to the benefit which would be received if either plan
had terminated just before such event.
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19.3 Divestitures
In the event of a sale by an Employer which is a corporation
of: (1) substantially all of the Employer's assets used in a
trade or business to an unrelated corporation, or (2) a sale
of such Employer's interest in a subsidiary to an unrelated
entity or individual, lump sum distributions shall be
permitted from the Plan, except as provided below, to
Participants with respect to Employees who continue
employment with the corporation acquiring such assets or who
continue employment with such subsidiary, as applicable.
Notwithstanding, distributions shall not be permitted if the
purchaser agrees, in connection with the sale, to be
substituted as the Company as the sponsor of the Plan or to
accept a transfer of the assets and liabilities representing
the Participants' benefits into a plan of the purchaser or a
plan to be established by the purchaser.
19.4 Plan Termination
The Company may, at any time and for any reason, terminate
the Plan in accordance with the procedures set forth in
Section 19.5, or completely discontinue contributions. Upon
either of these events, or in the event of a partial
termination of the Plan within the meaning of Code section
411(d)(3), the Accounts of each affected Employee accrued to
that date and not previously distributed or forfeited shall
be fully vested. If no successor plan is established or
maintained, lump sum distributions will be made in accordance
with the terms of the Plan as in effect at the time of the
Plan's termination or as thereafter amended provided that a
post-termination amendment will not be effective to the
extent that it violates Section 19.1 unless it is required in
order to maintain the qualified status of the Plan upon its
termination. The Trustee's and Employer's authority shall
continue beyond the Plan's termination date until all Trust
assets have been liquidated and distributed.
19.5 Amendment and Termination Procedures
The following procedural requirements shall govern the
adoption of any amendment or termination (a "Change") of this
Plan and Trust:
(a) The Company may adopt any Change by action of its board
of directors in accordance with its normal procedures.
(b) The Company's Personnel Director may adopt any
amendment within the scope of his or her authority
provided under Section 19.1 in accordance with his or
her normal procedures.
(c) The Committee may adopt any amendment within the scope
of its authority provided under Section 19.1 and in the
manner specified in Section 15.7(a).
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(d) Any Change must be (1) set forth in writing, and (2)
signed and dated by an executive officer of the Company
or, in the case of an amendment adopted by the
Committee, in accordance with its normal procedures.
(e) If the effective date of any Change is not specified in
the document setting forth the Change, it shall be
effective as of the date it is signed by the last
person whose signature is required under clause (2)
above, except to the extent that another effective date
is necessary to maintain the qualified status of this
Plan and Trust under Code sections 401(a) and 501(a).
(f) An original of the document setting forth any Change
shall be provided to the Trustee.
(g) No Change affecting the Trustee in its role as Trustee
under the Plan or in any other capacity shall become
effective until the document setting forth any Change
is accepted and signed by the Trustee (which acceptance
and signature shall not unreasonably be withheld).
19.6 Termination of Employer's Participation
Any Employer may, at any time and for any reason, terminate
its Plan participation by action of its board of directors in
accordance with its normal procedures. Written notice of such
action shall be signed and dated by an executive officer of
the Employer and delivered to the Administrator. If the
effective date of such action is not specified, it shall be
effective on, or as soon as reasonably practicable, after the
date of delivery to the Administrator. Upon the Employer's
request, the Company may instruct the Trustee and
Administrator to spin off all affected Accounts and
underlying assets into a separate qualified plan under which
the Employer shall assume the powers and duties of the
Company. Alternatively, the Company may treat the event as a
partial termination described above or continue to maintain
the Accounts under the Plan.
19.7 Replacement of the Trustee
The Trustee may resign as Trustee under this Plan and Trust
or may be removed by the Company at any time upon at least 90
days written notice (or less if agreed to by both parties).
In such event, the Company shall appoint a successor trustee
by the end of the notice period. The successor trustee shall
then succeed to all the powers and duties of the Trustee
under this Plan and Trust. If no successor trustee has been
named by the end of the notice period, the Company's chief
executive officer shall become the trustee, or if he or she
declines, the Trustee may petition the court for the
appointment of a successor trustee.
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19.8 Final Settlement and Accounting of Trustee
(a) Final Settlement. As soon as is administratively
feasible after its resignation or removal as Trustee,
the Trustee shall transfer to the successor trustee all
property currently held by the Trust. However, the
Trustee is authorized to reserve such sum of money as
it may deem advisable for payment of its accounts and
expenses in connection with the settlement of its
accounts or other fees or expenses payable by the
Trust. Any balance remaining after payment of such fees
and expenses shall be paid to the successor trustee.
(b) Final Accounting. The Trustee shall provide a final
accounting to the Administrator within 90 days of the
date Trust assets are transferred to the successor
trustee.
(c) Administrator Approval. Approval of the final
accounting will automatically occur 90 days after such
accounting has been received by the Administrator,
unless the Administrator files a written objection with
the Trustee within such time period. Such approval
shall be final as to all matters and transactions
stated or shown therein and binding upon the
Administrator.
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EXHIBIT 99.2
AMENDMENT NO. 1
TO THE
WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
WHEREAS, Wells Fargo & Company (the "Company"), approved and adopted the
Wells Fargo & Company Incentive and Savings Plan as renamed effective January 1,
1984, the Wells Fargo & Company Tax Advantage Plan and as subsequently renamed
effective January 1, 1991, the Wells Fargo & Company Tax Advantage and
Retirement Plan (the "Plan") and Trust Agreement (the "Trust") which were
originally effective January 1, 1971 and most recently restated generally
effective January 1, 1991;
WHEREAS, the Wells Fargo & Company Retirement Plan was merged into the Plan
effective January 1, 1991 and the Citizens Bank of Costa Mesa Profit Sharing
Plan was merged into the Plan effective January 1, 1991;
WHEREAS, in accordance with a Joint Venture Agreement (the "Agreement")
dated as of January 11, 1995 by and among Wells Fargo & Company, Wells Fargo
Bank, N.A. and the "HSBC", collectively referred to therein as the "Partners", a
national banking association known as Trade Bank is intended to be formed as of
the "Closing Date";
WHEREAS, effective October 10, 1995, Trade Bank shall become an Employer
under the Plan and assets from the Marine Midland Thrift Incentive Plan
attributable to "HSBL Transferred Employees", shall be transferred to the Plan;
WHEREAS, in accordance with the Agreement, with regard to "Transferred
Employees", Trade Bank shall recognize each such employee's service prior to the
"Closing Date" with the Company or The Hongkong and Shanghai Banking Corporation
Limited and with each Affiliate thereof, for all purposes under the Plan;
WHEREAS, the terms "HSBC", "Partners", "Closing Date", "HSBL Transferred
Employees", "Transferred Employees" and "Affiliate" shall have the meaning set
forth in the Agreement;
WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Section 11 and Appendix B are amended
effective October 10, 1995 as follows:
1. Section 11 is amended to restate Subsection 11.3 in its entirety as
follows:
11.3 Payment Form and Medium
A Participant may elect to be paid in any of these forms:
(a) a single sum, or
(b) periodic installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary, or
(c) a single life annuity or a joint and 50% or 100% survivor
annuity, or
<PAGE>
WELLS FARGO & COMPANY
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
(d) a single life annuity with a 5-, 10- or 15-year term certain.
A Participant who commences payment of his or her benefit in the form
of periodic installments may change the payment frequency and/or
amount of his or her periodic installment at any time, and without
restriction as to the number of such changes that may be made, or he
or she may elect payment of the remainder of his or her benefit in the
form of a single sum or an annuity as provided above.
A Beneficiary of a Participant who dies before payments have commenced
in accordance with this Section, may elect payment of his or her
benefit in the form of a single sum or a single life annuity. A
Beneficiary of a Participant who dies after payments have commenced in
accordance with this Section, will be paid his or her benefit in the
form elected by the Participant, except that if such form was periodic
installments, the Beneficiary may elect payment of the remainder of
his or her benefit in the form of a single sum.
Any annuity option permitted will be provided through the purchase of
a non-transferable single premium contract from an insurance company
which must conform to the terms of the Plan and which will be
distributed to the Participant or Beneficiary in complete satisfaction
of the benefit due. Any commissions or other fees and expenses
charged by the insurance company shall be charged against and thus
reduce the Participant's or Beneficiary's benefit.
Distributions other than annuity contracts shall be made in cash,
except to the extent a distribution consists of a distribution of an
offset amount as described in Section 9.13 (a loan call) and with
regard to a single sum payment, except to the extent a Participant
elects payment in the form of whole shares of Company Stock and cash
in lieu of fractional shares to the extent of his or her Company Stock
Fund balance.
With regard to the portion of a distribution representing an Eligible
Rollover Distribution, a Distributee may elect a Direct Rollover for
all or a portion of such amount.
2. Appendix B is amended to add the details related to the mapping of account
balances from the Marine Midland Thrift Incentive Plan to the Plan
attributable to "HSBL Transferred
2
<PAGE>
WELLS FARGO & COMPANY
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
Employees" as set forth on the attached.
Date: ,19 WELLS FARGO & COMPANY
----------------------- -----
By:
Patricia R. Callahan
Executive Vice President &
Personnel Director
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: ,19 WELLS FARGO BANK, NATIONAL ASSOCIATION
----------------------- -----
By:
Title:
Date: ,19 WELLS FARGO BANK, NATIONAL ASSOCIATION
----------------------- -----
By:
Title:
3
<PAGE>
EXHIBIT 99.3
AMENDMENT NO. 2
TO THE
WELLS FARGO & COMPANY
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
WHEREAS, Wells Fargo & Company (the "Company"), approved and adopted the
Wells Fargo & Company Incentive and Savings Plan as renamed effective January 1,
1984, the Wells Fargo & Company Tax Advantage Plan and as subsequently renamed
effective January 1, 1991, the Wells Fargo & Company Tax Advantage and
Retirement Plan (the "Plan") and Trust Agreement (the "Trust") which were
originally effective January 1, 1971, most recently restated generally effective
January 1, 1987 and subsequently amended;
WHEREAS, the Wells Fargo & Company Retirement Plan was merged into the Plan
effective January 1, 1991, the Citizens Bank of Costa Mesa Profit Sharing Plan
was merged into the Plan effective January 1, 1991 and assets from the Marine
Midland Thrift Incentive Plan were transferred to the Plan effective October 10,
1995;
WHEREAS, effective April 1, 1996 the Company acquired First Interstate
Bancorp;
WHEREAS, First Interstate Bancorp sponsored the First Interstate Bancorp
Employee Savings Plan, which plan continued in effect through June 30, 1996 and
effective July 1, 1996 was merged into the Plan and existing assets thereof were
held under a separate trust until September 1, 1996 at which time the assets
were transferred to the Trust under the Plan;
WHEREAS, certain changes are necessary to be made to the Plan, some of
which relate to the merger of the First Interstate Bancorp Employee Savings Plan
into the Plan;
WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Section 1 is amended effective January 1,
1987, Section 1 is amended effective July 1, 1994, Section 13 is amended
effective January 1, 1995, Sections 1, 4, 10 and 11 are amended effective
January 1, 1996, Sections 1 and 8 are amended effective May 1, 1996, Sections 2,
9, 11 and Appendix B are amended effective July 1, 1996, Sections 1 and 18 are
amended effective October 13, 1996, Sections 1 and 5 are amended effective
January 1, 1997 and Section 3 is amended effective February 3, 1997 as follows:
EFFECTIVE JANUARY 1, 1987:
1. Section 1 is amended to restate Subsection 1.41 in its entirety as follows:
1.41 "Participant". The Plan status of an Eligible Employee after he or
she completes the eligibility requirements and enters the Plan as
described in Section 2.1. An Eligible Employee who makes a Rollover
Contribution prior to completing the eligibility requirements as
described in Section 2.1 shall be considered a Participant, except
for purposes of provisions related to Contributions (other than a
Rollover Contribution) and Participant loans and an individual not
otherwise a Participant on whose behalf assets are transferred to
the Plan from a predecessor plan as merged herein shall be
considered a Participant, except for purposes of provisions related
to Contributions. A Participant's participation continues until his
or her employment with all Related Companies ends and his or her
Account is distributed or forfeited.
1
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
EFFECTIVE JULY 1, 1994:
1. Section 1 is amended to restate Subsection 1.3 in its entirety as follows:
1.3 "Adjusted Service Date". A date equal to an Employee's hire date or
as that date may be adjusted as a result of (i) an Employee's
termination of employment with all Related Companies and
reemployment with a Related Company or (ii) an Employee's service
with a predecessor or acquired company. Notwithstanding, an
Employee's service with an entity determined to be a predecessor
entity after June 30, 1994 or an entity acquired after June 30, 1994
shall not be included in the determination of an Employee's Adjusted
Service Date for purposes of determining an Employee's eligibility
for and allocation of Company Plus Contributions and Retirement
Contributions as set forth in Section 5.
EFFECTIVE JANUARY 1, 1995:
1. Section 13 is amended to restate Subsection 13.2 in its entirety as
follows:
13.2 Maximum Annual Addition
The Annual Addition to a Participant's accounts under the Plan and
any other defined contribution plan maintained by any Related
Company for any Plan Year shall not exceed the lesser of (1) 25% of
his or her Taxable Income or (2) $30,000 (as adjusted for the cost
of living pursuant to Code section 415(d)).
EFFECTIVE JANUARY 1, 1996:
1. Section 1 is amended to restate Subsection 1.57 in its entirety as follows:
1.57 "Trustee". BZW Barclays Global Investors, National Association,
known as Barclays Global Investors, National Association effective
October 15, 1996.
2. Section 4 is amended to restate the Heading thereof and Subsection 4.2 each
in its entirety as follows:
4 ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED
PLANS
4.2 Transfers From and To Other Qualified Plans
The Administrator may instruct the Trustee to receive assets
in cash or in-kind directly from another qualified plan or
transfer assets in cash or in-kind directly to another
qualified plan; provided that receipt of a transfer should not
be directed if:
(a) any amounts are not exempted by Code section
401(a)(11)(B) from the annuity requirements of Code
section 417 unless the Plan complies with such
requirements; or
2
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
(b) any amounts include benefits protected by Code section
411(d)(6) which would not be preserved under applicable
Plan provisions.
The Trustee may refuse the receipt of any transfer if:
(a) the Trustee finds the in-kind assets unacceptable; or
(b) instructions for posting amounts to Participants'
Accounts are incomplete.
Such amounts shall be posted to the appropriate Accounts of
Participants as of the date received by the Trustee.
3. Section 10 is amended to restate Subsection 10.2 in its entirety as
follows:
10.2 In-Service Withdrawal Application and Notice
A Participant shall apply for any in-service withdrawal in such
manner and with such advance notice as prescribed by the
Administrator. The Participant shall be provided withdrawal
information to include the notice prescribed by Code section 402(f).
After the aforementioned withdrawal information is provided, an
in-service withdrawal may commence as soon as administratively
possible, but not less than eight days thereafter if such
distribution is one to which Code sections 401(a)(11) and 417 apply,
if:
(a) the Participant is clearly informed that he or she has the
right to a period of at least 30 days after receipt of such
withdrawal information to consider his or her withdrawal
options;
(b) the Participant after receiving such withdrawal information,
affirmatively elects a Direct Rollover for all or a portion,
if any, of his or her in-service withdrawal which shall
constitute an Eligible Rollover Distribution or alternatively
elects to have all or a portion made payable directly to him
or her, thereby not electing a Direct Rollover for all or a
portion thereof; and
(c) the Participant's election includes Spousal Consent if such
in-service withdrawal is one to which Code sections 401(a)(11)
and 417 apply.
Code sections 401(a)(11) and 417 do not apply to in-service
withdrawals as described in this Section other than such in-service
withdrawals described in Section 10.11 and then if the Participant's
Account includes a Retirement Account or the Participant elects an
annuity form of payment.
4. Section 11 is amended to restate Subsection 11.1, the Title of Subsection
11.13 and items (a) and (d) thereof each in its entirety as follows:
3
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
11.1 Benefit Information, Notices and Election
A Participant, or his or her Beneficiary in the case of his or her
death, shall be provided with information regarding optional times
and forms of distribution available, including the notice prescribed
by Code section 402(f). Subject to the other requirements of this
Section, a Participant, or his or her Beneficiary in the case of his
or her death, may elect, in such manner and with such advance notice
as prescribed by the Administrator, to have his or her vested
Account balance paid to him or her beginning upon any Settlement
Date following the Participant's termination of employment with all
Related Companies or, if earlier, as set forth in Section 11.8.
After the aforementioned distribution information is provided, a
distribution may commence as soon as administratively possible, but
not less than eight days thereafter if such distribution is one to
which Code sections 401(a)(11) and 417 apply, if:
(a) the Participant is clearly informed that he or she has the
right to a period of at least 30 days after receipt of such
distribution information to consider the decision as to
whether to elect a distribution and if so to elect a
particular form of distribution and to elect or not elect a
Direct Rollover for all or a portion, if any, of his or her
distribution which shall constitute an Eligible Rollover
Distribution;
(b) the Participant after receiving such distribution information,
affirmatively elects a distribution and a Direct Rollover for
all or a portion, if any, of his or her distribution which
shall constitute an Eligible Rollover Distribution or
alternatively elects to have all or a portion made payable
directly to him or her, thereby not electing a Direct Rollover
for all or a portion thereof; and
(c) the Participant's election includes Spousal Consent if such
distribution is one to which Code sections 401(a)(11) and 417
apply.
11.13 QJSA and QPSA Definitions, Information and Elections
(a) Annuity Starting Date. The first day of the first period for
which an amount is payable as an annuity, or, in the case of a
benefit not payable in the form of an annuity, the first day
on which all events have occurred which entitle the
Participant to such benefit. Such date shall be a date no
earlier than the expiration of the seven-day period that
commences the day after the information described in the QJSA
Information to a Participant paragraph below is provided to
the Participant.
(d) QJSA Information to a Participant. No more than 90 days before
the Annuity Starting Date, each Participant shall be given a
written explanation of (1) the terms and conditions of the
QJSA, (2) the right to a period of at least 30 days after
receipt of the written explanation to make an election to
waive this form of payment and choose an optional form of
payment and the effect of this election, (3) the right to
revoke this election and the
4
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
effect of this revocation, and (4) the need for Spousal
Consent.
EFFECTIVE MAY 1, 1996:
1. Section 1 is amended to reverse the order of Subsections 1.17 and 1.18, to
then restate Subsections 1.17 and 1.35 each in its entirety as follows:
1.17 "Disability" or "Disabled". An inability to engage in any
substantially gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
period of at least 12 months, such determination to be made by the
Administrator in its sole discretion.
1.35 "Leave of Absence". A period during which an individual is deemed to
be an Employee, but is absent from active employment, provided that
the absence was authorized by a Related Company, including any such
period due to military service in the United States armed forces and
the individual returns to active employment within the period during
which he or she retains employment rights under federal law.
A Leave of Absence for an Employee who is not receiving pay (except
for sick pay or supplemental short-term disability pay) shall expire
no later than 30 months from (i) the date of Disability for an
Employee who is Disabled or (ii) the commencement of the Leave of
Absence for any other Employee. An Employee whose Leave of Absence
continues through such 30 month maximum period shall be discharged
from his or her employment with all Related Companies on the date
his or her Leave of Absence expires or, if later, May 1, 1996.
Effective January 1, 1998, the preceding reference to "for an
Employee who is not receiving pay (except for sick pay or
supplemental short-term disability pay)" shall not apply.
The provisions of the preceding paragraph shall not apply to an
Employee on Leave of Absence due to military service in the United
States armed forces.
2. Section 8 is amended to restate Subsection 8.2 in its entirety as follows:
8.2 Full Vesting Upon Certain Events
A Participant's entire Account shall become fully vested once he or
she has attained his or her Normal Retirement Date as an Employee,
is determined to be Terminally Disabled as an Employee or upon his
or her termination of employment with all Related Companies by
reason of his or her Disability or death.
EFFECTIVE JULY 1, 1996:
1. Section 2 is amended to restate Subsection 2.1 in its entirety as follows:
5
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
2.1 Eligibility
All Participants as of July 1, 1996 shall continue their eligibility
to participate. Each other Eligible Employee shall become a
Participant on the first day of the next month after the date he or
she completes a 12-month Period of Employment. The eligibility
period begins on the date an Employee's Period of Employment
commences.
Notwithstanding, with regard to an individual who became an Employee
on April 1, 1996 as a result of the Company's acquisition of First
Interstate Bancorp, if he or she is an Eligible Employee on July 1,
1996 and on or before June 30, 1996 has completed a three-month
Period of Employment (thereby satisfying the participation
requirements that would have otherwise been in effect under the
First Interstate Bancorp Employee Savings Plan) he or she shall
become a Participant on July 1, 1996.
2. Section 9 is amended to restate Subsections 9.8, 9.9 and 9.13 each in its
entirety as follows:
9.8 Interest Rate
The interest rate charged on Participant loans shall be a fixed
reasonable rate of interest, determined from time to time by the
Administrator, which provides the Plan with a return commensurate
with the prevailing interest rate charged by persons in the business
of lending money for loans which would be made under similar
circumstances. Effective as of January 1, 1996, the interest rate
charged on Participant loans shall be equal to the prime rate
published in the Wall Street Journal at the time the loan is
processed, plus 2%. If multiple prime rates are published in the
Wall Street Journal, the prime rate selected shall be the rate
closest to the last prime rate used for this purpose.
Notwithstanding the above, the interest rate with regard to a
Participant loan transferred to this Plan from the Citizens Bank of
Costa Mesa Profit Sharing Plan or a Participant loan transferred to
this Plan from the First Interstate Bancorp Employee Savings Plan,
shall be the interest rate on such loan in effect on the date of
transfer.
9.9 Repayment
Substantially level amortization shall be required of each loan with
payments made at least monthly. Loans shall be repaid through
payroll deduction during any period the Participant is eligible for
payroll deduction. Loans may be prepaid in full or in part at any
time. The Participant may choose the loan repayment period, not to
exceed 4 years. However, the term may be for any period not to
exceed 10 years if the purpose of the loan is to acquire the
Participant's principal residence.
Notwithstanding the above, the repayment period with regard to a
Participant loan transferred to this Plan from the Citizens Bank of
Costa Mesa Profit Sharing Plan
6
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
or a Participant loan transferred to this Plan from the First
Interstate Bancorp Employee Savings Plan, shall be the repayment
period on such loan in effect on the date of transfer.
9.13 Call Feature
The Administrator shall call any Participant loan after a
Participant's employment with all Related Companies has terminated
or if the Plan is terminated, except that with regard to a
Participant loan transferred to this Plan from the First Interstate
Bancorp Employee Savings Plan on behalf of a Participant who at the
time of transfer was not an Employee (or such loan would not have
otherwise been called pursuant to the terms of the First Interstate
Bancorp Employee Savings Plan or any loan policy related thereto),
the Administrator shall have the right to call the Participant's
loan upon the earliest of a determination that the loan is in
default, the Participant's commencement of distribution in
accordance with Section 11 or termination of the Plan.
3. Section 11 is amended to restate Subsections 11.3 and 11.8 each in its
entirety as follows:
11.3 Payment Form and Medium
Except to the extent otherwise provided by Section 11.5, a
Participant may elect to be paid in any of these forms:
(a) a single sum,
(b) periodic installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary,
(c) a single life annuity or a joint and 50% or 100% survivor
annuity, or
(d) a single life annuity with a 5-, 10- or 15-year term certain.
A Participant who elects payment of his or her benefit in the form
of periodic installments may make a separate election for his or her
initial installment. The Participant may elect that his or her
initial installment be (i) a specified dollar amount paid in cash
plus whole shares of Company Stock and cash in lieu of fractional
shares representing the balance of his or her investment in the
Company Stock Fund or (ii) whole shares of Company Stock and cash in
lieu of fractional shares representing the balance of his or her
investment in the Company Stock Fund.
A Participant who commences payment of his or her benefit in the
form of periodic installments may (i) change the payment frequency
and/or amount (other than to zero) of his or her periodic
installment at any time, and without restriction as to the number of
such changes that may be made, or (ii) change the amount of his or
her periodic installment to zero concurrent with an election to be
paid the
7
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
remainder of his or her benefit in the form of a single sum or an
annuity as provided above.
A Beneficiary of a Participant who dies before payments have
commenced in accordance with this Section, may elect payment of his
or her benefit in the form of a single sum or a single life annuity.
A Beneficiary of a Participant who dies after payments have
commenced in accordance with this Section, will be paid his or her
benefit in the form elected by the Participant, except that if such
form was periodic installments, the Beneficiary may elect payment of
the remainder of his or her benefit in the form of a single sum.
Any annuity option permitted will be provided through the purchase
of a non-transferable single premium contract from an insurance
company which must conform to the terms of the Plan and which will
be distributed to the Participant or Beneficiary in complete
satisfaction of the benefit due. Any commissions or other fees and
expenses charged by the insurance company shall be charged against
and thus reduce the Participant's or Beneficiary's benefit.
Distributions other than annuity contracts shall be made in cash,
except to the extent a distribution consists of a distribution of an
offset amount as described in Section 9.13 (a loan call) and with
regard to an initial installment payment or a single sum payment,
except to the extent a Participant elects that the balance of his or
her investment in the Company Stock Fund be paid in the form of
whole shares of Company Stock and cash in lieu of fractional shares.
With regard to the portion of a distribution representing an
Eligible Rollover Distribution, a Distributee may elect a Direct
Rollover for all or a portion of such amount.
11.8 Latest Commencement Period
In addition to any other Plan requirements and unless a Participant
elects otherwise, his or her benefit payments shall begin not later
than 60 days after the end of the Plan Year in which he or she
attains his or her Normal Retirement Date or retires, whichever is
later. However, if the amount of the payment or the location of the
Participant (after a reasonable search) cannot be ascertained by
that deadline, payment shall be made no later than 60 days after the
earliest date on which such amount or location is ascertained but in
no event later than as described below. A Participant's failure to
elect in such manner as prescribed by the Administrator to have his
or her vested Account balance paid to him or her, shall be deemed an
election by the Participant to defer his or her distribution.
Unless the Participant is subject to an exception below, benefit
payments shall begin by the April 1 immediately following the end of
the calendar year in which the Participant attains age 702, whether
or not he or she is an Employee. The exceptions to this rule include
the following:
(a) Birth before July 1, 1917. Distribution for an Employee who
was born
8
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
before July 1, 1917 does not need to begin until his or her
employment with all Related Companies ends; and
(b) TEFRA Transitional Rule. Where a Participant had 1) accrued a
benefit under the Plan (or a predecessor plan as merged
herein) before July 1, 1984, and 2) designated a method of
distribution which would not have disqualified the trust under
Code section 401(a)(9) as in effect prior to amendment by the
Deficit Reduction Act of 1984, and 3) such designation was in
writing signed by the Participant before January 1, 1984,
distribution to such Participant (or his Beneficiary) need not
begin prior to termination of his or her employment with all
Related Companies.
If benefit payments cannot begin at the time required because the
location of the Participant cannot be ascertained (after a
reasonable search), the Administrator may, at any time thereafter,
treat such person's Account as forfeited subject to the provisions
of Section 18.5.
4. Appendix B is amended to add the details related to the mapping of account
balances from the First Interstate Bancorp Employee Savings Plan as set
forth beginning on page 13.
EFFECTIVE OCTOBER 13, 1996:
1. Section 1 is amended to add a new Subsection 1.58 and to redesignate each
subsequent Subsection as follows:
1.58 "USERRA". The Uniformed Services Employment and Reemployment Rights
Act of 1994, as amended.
2. Section 18 is amended to add a new Subsection 18.2 and to redesignate each
subsequent Subsection as follows:
18.2 Compliance With USERRA
Notwithstanding any provision of the Plan to the contrary, with
regard to an Employee who after serving in the uniformed services is
reemployed on or after December 12, 1994, within the time required
by USERRA, contributions shall be made and benefits and service
credit shall be provided under the Plan with respect to his or her
qualified military service (as defined in Code section 414(u)(5)) in
accordance with Code section 414(u). Furthermore, notwithstanding
any provision of the Plan to the contrary, Participant loan payments
may be suspended during a period of qualified military service.
EFFECTIVE JANUARY 1, 1997:
1. Section 1 is hereby amended to delete Subsections 1.18, 1.19 and 1.20, to
redesignate all subsequent Subsections and to restate Subsections 1.20 and
1.39 (formerly Subsections 1.23 and 1.42, respectively) each in its
entirety as follows:
9
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
1.20 "Eligible Employee". An Employee of an Employer who is compensated
on a salaried or full-commission basis and on its U.S. payroll,
except any Employee who is treated as an Employee because he or she
is a Leased Employee.
An Eligible Employee shall not include (and has not at any time
included) any individual during any period he or she is not
classified as a common-law employee by an Employer, without regard
to whether such individual is subsequently determined to have been a
common-law employee of that Employer during that period.
1.39 "Pay". All amounts paid to an Eligible Employee by an Employer while
a Participant during the current period as (1) base salary or wage
(which includes vacation pay, salary continuance pay, sick pay and
supplemental short-term disability pay but does not include
severance pay paid in the form of a lump sum related to a notice of
termination occurring on or after January 16, 1997) and (2)
performance awards (which includes awards under the Basic,
Management and Executive Incentive Pay Plans, discretionary bonuses
and monetary awards from incentive plans, but which excludes awards
in which the amount to be paid in cash is determined first and then
the taxable amount of the award is grossed up to include applicable
taxes), but only to the extent that inclusion of performance awards
does not cause Pay to exceed $100,000.
Pay is neither increased nor decreased by any salary credit or
reduction pursuant to Code sections 125 or 402(e)(3). Pay is limited
to $150,000 (as indexed for the cost of living pursuant to Code
sections 401(a)(17) and 415(d)) per Plan Year.
For purposes of the Contributions described in Section 5.2 and 5.3,
the limitations as described in the third paragraph of Section 1.12
shall also apply.
2. Section 5 is amended to restate items (a) and (b) of Subsection 5.1 and
items (a) and (b) of Subsection 5.3 each in its entirety as follows:
5.1 Company Match Contributions
(a) Frequency and Eligibility. Subject to Section 5.1 (c), for
each payroll period for which Participants' Contributions are
made, the Employer shall make Company Match Contributions, as
described in the following Allocation Method paragraph, on
behalf of each Participant who contributed during the payroll
period.
(b) Allocation Method. The Company Match Contributions (including
any Forfeiture Account amounts applied as Company Match
Contributions in accordance with Section 8.5) for each payroll
period shall be equal to a percentage of each eligible
Participant's Pre-Tax Contributions for the payroll period as
set forth below, provided that no Company Match Contributions
(and Forfeiture Account amounts) shall be made based upon a
Participant's Contributions in excess of 4% of his or her Pay.
10
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
<TABLE>
<CAPTION>
YEARS OF PERCENTAGE
VESTING SERVICE MATCHING RATE
---------------- --------------
<S> <C>
Less than 3 50%
3 or more 100%
</TABLE>
The Employer may change the 50% and 100% matching rates or the 4% of
considered Pay to any other percentages, including 0%, by amending the
Plan and notifying eligible Participants in sufficient time to adjust
their Contribution elections prior to the start of the payroll period
for which the new percentages apply.
5.3 Retirement Contributions
(a) Frequency and Eligibility. Subject to Section 5.3 (c), for each
payroll period, the Employer shall make a Retirement Contribution on
behalf of each Participant who was an Eligible Employee at any time
during the payroll period.
(b) Allocation Method. The Retirement Contribution (including any
Forfeiture Account amounts applied as Retirement Contributions in
accordance with Section 8.5) for each payroll period, shall be equal
to 4% of each eligible Participant's Pay plus, for certain eligible
Participants, an additional amount as described in the following
paragraph, and except that "6% of each eligible Participant's Pay"
shall be substituted for the preceding reference to "4% of each
eligible Participant's Pay" for an eligible Participant with an
Adjusted Service Date of after December 31, 1991 or an eligible
Participant with an Adjusted Service Date of on or before December 31,
1991 and who is 100% vested in his or her Retirement Account at the
beginning of the payroll period.
A transition contribution shall be contributed for each eligible
Participant who (i) was an Eligible Employee at any time during the
payroll period, who (ii) was born before January 2, 1940 and after
January 1, 1920, (iii) on January 1, 1985 had at least a five year
Period of Employment and (iv) on December 31, 1984 was a participant
in the Wells Fargo & Company Retirement Plan (a defined benefit
pension plan terminated effective December 31, 1984) as follows:
<TABLE>
<CAPTION>
IF BIRTH DATE IS:
-----------------
ADDITIONAL
AFTER AND BEFORE PERCENTAGE OF
JANUARY 1 OF: JANUARY 2 OF: RETIREMENT PAY IS:
------------- ------------- ------------------
<S> <C> <C>
1938 1940 .5%
1936 1938 1.0%
1934 1936 1.5%
1932 1934 2.0%
</TABLE>
11
<PAGE>
WELLS FARGO & COMPANY AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
<TABLE>
<S> <C> <C>
1930 1932 2.5%
1928 1930 3.0%
1926 1928 3.5%
1924 1926 4.0%
1922 1924 4.5%
1920 1922 5.0%
</TABLE>
Notwithstanding the above, effective for payroll periods prior to
January 1, 1988, a transition contribution was not made on behalf of
such an eligible Participant for any payroll period commencing on or
after the date he or she attained the age of 65.
12
<PAGE>
WELLS FARGO & COMPANY AMENDMENT
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
EFFECTIVE FEBRUARY 3, 1997:
1. Section 3 is amended to restate Subsection 3.7, including the Title
thereof, in its entirety as follows:
3.7 Posting and Tax Considerations
Participants' Pre-Tax Contributions may only be made through payroll
deduction. Such amounts shall be paid to the Trustee in cash and
posted to each Participant's Account. Pre-Tax Contributions shall be
treated as Contributions made by an Employer in determining tax
deductions under Code section 404(a).
Date: ,19 WELLS FARGO & COMPANY
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By:
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Title:
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13
<PAGE>
WELLS FARGO & COMPANY AMENDMENT
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: ,19 BARCLAYS GLOBAL INVESTORS, NATIONAL
--------------------------- ---- ASSOCIATION
By:
-------------------------------
Title:
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Date: ,19 BARCLAYS GLOBAL INVESTORS, NATIONAL
--------------------------- ---- ASSOCIATION
By:
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Title:
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14
<PAGE>
EXHIBIT 99.4
AMENDMENT TO THE EMPLOYEE BENEFIT PLANS
SPONSORED BY WELLS FARGO & COMPANY
WHEREAS, Wells Fargo & Company and Norwest Corporation entered into an
Agreement and Plan of Merger, effective June 7, 1998 (the "Merger") and such
Merger shall become effective on November 2, 1998 (the "Effective Date");
WHEREAS, as a result of the Merger, Wells Fargo & Company and its
affiliates shall be merged into a new subsidiary of Norwest Corporation and the
new subsidiary shall be known as WFC Holdings Corporation;
WHEREAS, prior to the Effective Date, Wells Fargo & Company sponsored
certain employee benefit plans (the "Plans") for the benefit of certain
employees of Wells Fargo & Company and its participating affiliates (the
"Participating Companies");
WHEREAS, on and after the Effective Date, WFC Holdings Corporation will
become the sponsor of the Plans and no pre-Merger service with Norwest
Corporation or its affiliates will count as credited service under the Plans
except as authorized under each Plan.
NOW THEREFORE, the plan documents for each Plan listed in Appendix A shall
be amended, as of the Effective Date, as follows:
1. The Company and Plan Sponsor, as such terms are defined by each Plan,
shall be WFC Holdings Corporation.
2. The amendment authority under each Plan shall reside with the Board of
Directors of WFC Holdings Corporation and where board action is not required by
the Plan, designated WFC Holdings Corporation personnel including but not
limited to the Director of Human Resources for WFC Holdings Corporation.
3. The entities set forth in Appendix B are WFC Holdings Corporation and
affiliates of WFC Holdings Corporation and shall be Participating Companies in
the Plans, as such term is defined by each Plan. In no event shall WFC Holding
Corporation's parent company or any other affiliates of WFC Holdings Corporation
be considered a Participating Company in the Plans.
4. No pre-Merger service with Norwest Corporation or its pre-Merger
affiliates shall count as service for purposes of eligibility, participation and
vesting in the Plans, except as authorized under each plan.
Wells Fargo & Company
By:
-------------------------
Patricia R. Callahan
Executive Vice President
and Director of Human Resources
1
<PAGE>
APPENDIX A
PARTICIPATING COMPANIES
WFC Holdings Corporation
Wells Fargo Bank, National Association
Wells Fargo Bank (Arizona), National Association
Wells Fargo Bank (Texas), National Association
Wells Fargo Bank HSBC Trade Bank, National Association
Wells Fargo Capital Management, Inc.
Wells Fargo Corporate Services, Inc.
Wells Fargo Equity Capital Incorporated
Wells Fargo Insurance Services
Wells Fargo Leasing Corporation
Wells Fargo Securities Inc.
2
<PAGE>
APPENDIX B
EMPLOYEE BENEFIT PLANS
Wells Fargo & Company Tax Advantage and Retirement Plan
Wells Fargo & Company Group Health Plan
Wells Fargo & Company Group Health Plan for Dental Benefits
Wells Fargo & Company Group Life Plan
Wells Fargo & Company Long Term Disability Plan
Wells Fargo & Company Medical Reimbursement Plan
Wells Fargo & Company Long Term Care Insurance Plan
Wells Fargo & Company Dependent Care Reimbursement Plan
Wells Fargo & Company Employee Stock Purchase Plan
Benefit Restoration Program
3
