-2 Eligibility Participation in the retirement contributions for any Plan Year is limited to Eligible Employees of this [Schedule C1] Employers The current and original effective dates for each [Schedule C1] Employer’s retirement contribution feature are listed in the following table

The Plan shall be administered by the Compensation Committee of the Board, or such other Committee, appointed by the Board consisting of three (3) or more members of the Board all of whom are intended to be “non-employee directors” within the meaning of Section 16 of the Exchange Act and the regulations promulgated thereunder and “outside directors” within the contemplation of Section 162(m) of the Code; provided, however, that, if at any time no Compensation Committee or other Committee has been appointed or is eligible to act in the circumstances, the Plan shall be administered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or any of the Board’s other Committees as shall be administering the Plan or any individual delegated authority to act as the Administrator in accordance with this Section 2.

Retirement Eligibility. If the Grantee meets the requirements for Retirement prior to the final Vesting Date listed above, then any unvested RSUs shall vest as of the later of the first anniversary of the Grant Date or the date on which such requirements for Retirement are first met.

Wells Fargo management, supervisors, individual contributors and other groups of team members who are in a position to control or influence business results are eligible to participate in the Plan (“Participants”). Business unit managers, in consultation with their Human Resources partners, are responsible for identifying Participants within their business units who are eligible to participate in the Plan.

Registration Eligibility. The Company is eligible to register the issuance of the Securities by the Company using Form S-3 promulgated under the 1933 Act.

Initial Eligibility. The Committee, in its sole discretion, may permit the filing of an application later than the date specified in [Section 2.3(a)] above, in the case of a person who will become a Participant for the first time during such Plan Year, provided, however, that no application to participate shall be accepted after the 30th day following the date on which such person first meets all the eligibility requirements to participate in the Plan (including, for this purpose, all other plans of the Employer and all Affiliated Employers which would be required to be aggregated with the Plan under Treasury Regulations [section 1.409A-1(c)(2)])] (or any successor provision)) for such Plan Year (other than the filing of the application itself), and provided further that no such application shall result in the deferral of any Compensation for services performed prior to the date on which the application is submitted. The application shall become irrevocable at close of business on the day in which it is submitted. Notwithstanding anything in this Plan to the contrary, if a Participant first becomes eligible after January 10th of a Plan Year, such Participant shall not be permitted to defer any Performance Compensation earned in that Plan Year.

Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the date on which the Eligible Employee satisfies both the age and Service requirements. An Employee will be an Eligible Employee on or after the date that the Employee has both attained age 21 and completed an Eligibility Year. Notwithstanding the foregoing, an Employee who is an Eligible Employee on or prior to the Closing Date shall enter the Plan, retroactively, on the Effective Date.

DTC Eligibility. ​, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

Grants may only be made to employees, consultants and other service providers to the Company.

Determination of Eligibility. It is intended that eligibility to participate in this Plan will be limited to Eligible Persons, as determined by the RPAC, in its sole and absolute discretion. An Eligible Person will become a Participant by completing an Election Form and making a Subsequent RSU Deferral Election pursuant to [Section 4.1]. Eligibility to become a Participant for any Plan Year will not entitle an Eligible Person to continue as an active Participant for any subsequent Plan Year.