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

Termination and Amendment of the Plan. The Plan shall terminate on the day preceding the tenth anniversary of its effective date and no Option or Award may be granted thereafter. The Board may sooner terminate or amend the Plan at any time, and from time to time; provided, however, that, except as provided in Sections 13 and 14 hereof, no amendment shall be effective unless approved by the shareholders of the Company in accordance with applicable law and regulations at an annual or special meeting held within twelve months before or after the date of adoption of such amendment, where approval of such amendment is required under applicable laws, policies or regulations or applicable listing or other requirements of the national securities exchange upon which the Shares are then listed, including amendments that will:

Amendment or Termination of this Plan. The Board may at any time amend, terminate or extend the term of this Plan, except that any such termination cannot affect Options previously granted under this Plan, nor may any amendment make any change in an Option previously granted which would adversely affect the right of any participant, nor may any amendment be made without approval of the stockholders of the Company obtained in accordance with Section 19 above within twelve (12) months of the adoption of such amendment (or earlier if required by Section 19) if such amendment would:

Amendment and Termination of the Plan. The Company expects to maintain the Plan in force indefinitely, but reserves the right # to amend the Plan, in whole or in part, at any time or from time to time, under the procedure described in Section 16.2, and # to suspend or terminate the Plan, in whole or in part, at any time, by action of the Board of Directors.

Amendment and Termination of the Plan. The Committee may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Shares are traded; provided that the Committee may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Committee may not, without the approval of the Company’s stockholders, amend the Plan to # increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to [Section 12.2]), # expand the types of awards available under the Plan, # materially expand the class of persons eligible to participate in the Plan, # amend any provision of [Section 5.3], [Section 6.2(e)] or [Section 6.2(f)] (regarding changes in the exercise price of Options and Stock Appreciation Rights), # increase the maximum permissible term of any Option specified by [Section 5.4] or the maximum permissible term of a Stock Appreciation Right specified by [Section 6.2(e), or (f)])] increase the limitations set forth in [Section 10.6 or 10.7]7]. The Committee may not, without the approval of the Company’s stockholders, take any other action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for cash or another Award. In addition, no amendments to, or termination of, the Plan shall impair in any material respect the rights of a Participant under any Award previously granted without such Participant’s consent except as required to comply with applicable securities laws or Section 409A of the Code.

The Board of Directors may alter, amend or terminate the Plan at any time. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. No awards shall be granted under the Plan after the termination thereof.

The Board of Directors of the Company (or its Compensation Committee) may amend or terminate the Plan at any time; provided that during the 12-month period following a Change of Control, the Plan may not be terminated or amended in a way that would adversely affect an Executive.

Termination and Amendment. The Board or the Administrator may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

Amendment or Termination. The Plan Administrator reserves the right to amend or terminate this Plan (including APPENDIX A) or the benefits provided hereunder at any time prior to a Change of Control; provided, however, that no such amendment or termination shall affect the right to any unpaid benefit of any Executive whose termination date has occurred prior to amendment or termination of the Plan. Any purported amendment or termination of this Plan (and the exhibits and appendices hereto) upon or following a Change of Control will not be effective as to any Executive who has not consented, in writing, to such amendment or termination. Any action amending or terminating the Plan shall be in writing and executed by the Chief Executive Officer or Chief Financial Officer of the Company.

The Board may at any time terminate the Plan. The Board may at any time, or from time to time, amend or suspend and, if suspended, reinstate the Plan in whole or in part. Notwithstanding the foregoing, the Plan shall continue in effect to the extent necessary to settle all matters relating to the payment of bonuses awarded prior to any such termination or suspension.