EXHIBIT 10(a)
WELLS FARGO & COMPANY
SUPPLEMENTAL 401(k) PLAN
(As Amended and Restated Effective July 1, 1999)
Sec. 1 NAME AND PURPOSE. The name of the Plan is the "Wells Fargo &
Company Supplemental 401(k) Plan" (the "Plan"). The Plan amends and restates
the Norwest Corporation Supplemental Savings Investment Plan. This Plan, as
amended and restated, shall be effective July 1, 1999. This Plan is maintained
by Wells Fargo & Company (the "Company") for the purposes of providing benefits
to participants in the Wells Fargo & Company 401(k) Plan (the "401(k) Plan")
whose contributions to the 401(k) Plan are limited by Internal Revenue Code (the
"Code") section 401(a)(17) and providing benefits to eligible employees who
have chosen to defer compensation into a nonqualified deferred compensation plan
maintained by the Company that would otherwise be available for contributions to
the 401(k) Plan.
Sec. 2 DEFINITIONS. All references herein to the "401(k) Plan" are
references to the Wells Fargo & Company 401(k) Plan (formerly known as the
Norwest Corporation Savings Investment Plan) as it may be amended from time to
time. In addition, except where specifically defined in this Plan, all
capitalized terms herein shall have the same meaning as given to those terms in
the 401(k) Plan.
Sec. 3 NONQUALIFIED CERTIFIED COMPENSATION. Nonqualified Certified
Compensation for purposes of the credits to Plan Accounts under Section 8 means
a participant's base pay and all approved commissions, bonuses and incentive
payments paid to the participant by the Company or a Participating Employer
during a particular pay period subject to the following:
(a) Nonqualified Certified Compensation shall include any Salary
Deferral Contributions on behalf of a participant under the
401(k) Plan, and any salary reduction contributions to any
cafeteria plan under Code section 125 maintained by a
Participating Employer. Nonqualified Certified Compensation
includes salary continuation pay paid in regular monthly or more
frequent installments to a participant placed on a leave that is
classified by his or her Participating Employer as a salary
continuation leave of absence, but does not include any lump sum
severance payment.
(b) Nonqualified Certified Compensation shall include payments under
the Executive Incentive Compensation Plan approved by the Human
Resources Committee of the Board of Directors of the Company and
payments under any other commission, bonus or incentive
compensation programs or plans which the Company designates as
included in
Nonqualified Certified Compensation by written action of the
Chairman, President or the Executive Vice President of Human
Resources. Notwithstanding the previous sentence, payments
under any such commission, bonus or incentive compensation
plan shall not be included in Nonqualified Certified
Compensation to the extent those payments exceed any limit
the Company establishes in such written action.
(c) Nonqualified Certified Compensation shall include deferrals of
base pay, approved commissions, bonuses and incentive payments
for a participant who has entered into a written agreement with
the Company or any other Participating Employer under which
payment of such compensation will be deferred to a stated year
subsequent to the year in which it would otherwise have been paid
to the participant.
(d) Nonqualified Certified Compensation for a participant who has
entered into a written agreement with the Company or any other
Participating Employer to defer compensation that would have been
Certified Compensation under the 401(k) Plan if it had not been
deferred shall include all such deferred compensation.
(e) Notwithstanding the foregoing provisions of this section, solely
for purposes of allocating Employer Matching Contributions under
Section 8, any Nonqualified Certified Compensation paid to a
participant while the participant is employed in a position
subject to this subsection (e) shall be disregarded to the extent
such Nonqualified Certified Compensation exceed $20,000 for a
Plan Year.
(i) This subsection (e) applies to any participant who is
employed in the Mortgage Sales Representative job category
or in any other job category which the Company classifies as
equivalent to the Mortgage Sales Representative category.
(ii) If a participant is transferred into a position that is
subject to this subsection (e) during a Plan Year, the
$20,000 limit under this subsection for that Plan Year shall
be reduced (but not below $0) by the amount of Nonqualified
Certified Compensation credited to the participant for
service during that Plan Year prior to the date the transfer
occurred.
Sec. 4 COMPANY AND PARTICIPATING EMPLOYERS. The "Company" is Wells
Fargo & Company (formerly known as Norwest Corporation), a Delaware corporation,
and any successor to said corporation. Each Participating Employer in the
401(k) Plan shall also be a Participating Employer in this Plan if any of its
employees are eligible to become participants in this Plan.
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Sec. 5 PARTICIPATION. Employees of the Company or of any other
Participating Employer and who satisfy one or more of the following criteria are
eligible to participate in this Plan:
(a) Employees who have satisfied one year of Vesting Service under
the 401(k) Plan and who enter into a written agreement with their
respective Participating Employer under which payment of
compensation earned by the participant will be deferred to a
stated year subsequent to the year in which it would otherwise
have been recognized as Certified Compensation under the 401(k)
Plan. The compensation of a participant that is so deferred is
referred to in this Plan as "Deferred Compensation."
(b) Employees who have satisfied one year of Vesting Service under
the 401(k) Plan and whose Salary Deferral Contributions and/or
Employer Matching Contributions for any Plan Year commencing on
or after January 1, 1989, are limited by Code Section 401(a)(17).
Sec. 6 ESTABLISHMENT OF PLAN ACCOUNT. An account (a "Plan Account")
shall be established under this Plan for each participant.
Sec. 7 CREDITS BASED ON DEFERRED COMPENSATION. For each Plan Year in
which a participant described in Section 5(a) has Deferred Compensation, the
participant's Plan Account shall receive credits equal to the Employer Matching
Contributions that would have been made to the participant's 401(k) Plan Account
if the participant's Deferred Compensation for the Plan Year had been included
in Certified Compensation under the 401(k) Plan for such Plan Year, minus the
total Employer Matching Contributions made to the 401(k) Plan on behalf of the
participant for that Plan Year. For purposes of this section:
(a) It will be assumed that the participant made Salary Deferral
Contributions with respect to his or her Deferred Compensation at
the rate selected by the participant with regard to Certified
Compensation under the 401(k) Plan for the quarter in which the
Deferred Compensation would otherwise have been paid.
(b) Each such participant's Plan Account shall receive credits under
this section as of the end of the Plan Year in which an Employer
Matching Contribution would otherwise have been reflected in the
participant's 401(k) Plan. A participant shall receive credits
under this section for the portion of the Plan Year in which the
participant had Deferred Compensation even if the participant
terminates employment prior to the end of the Plan Year.
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Sec. 8 CREDITS BASED ON LIMIT ON CONTRIBUTIONS. The Plan Account of
each participant described in Section 5(b) shall receive credits equal to the
Employer Matching Contributions that would have been made to the 401(k) Plan for
the participant for the Plan Year if the limit specified in Section 5(b) did not
apply for that Plan Year and the definition of Nonqualified Certified
Compensation in Section 3 of this Plan applied to the 401(k) Plan for that Plan
Year. For purposes of this section:
(a) It will be assumed that the participant continued to make Salary
Deferral Contributions during the remainder of the Plan Year
equal to the rate of Salary Deferral Contributions selected by
the participant for the quarter in which the participant first
reached the limit specified in Section 5(b). It will be further
assumed that the Nonqualified Certified Compensation for the Plan
Year of a participant as defined in Section 3 included his or her
Deferred Compensation for the Plan Year.
(b) The maximum credit under this Section 8 to the participant's Plan
Account for any Plan Year shall be equal to the Employer Matching
Contributions for the entire Plan Year based on the rate of
Salary Deferral Contributions selected by the participant in the
401(k) Plan (not to exceed the maximum percentage of Certified
Compensation eligible for Employer Matching Contributions under
the 401(k) Plan) for the quarter in which the participant first
reached the limit specified in Section 5(b) and computed using
the definition of Nonqualified Certified Compensation in Section
3 of this Plan as if such limit did not apply, minus (i) the
total Employer Matching Contributions made to the 401(k) Plan on
behalf of that participant for that Plan Year, and (ii) any
credits the participant received for that Plan Year under Section
7.
(c) Credits under this section shall be reflected in the
participant's Plan Account as of the end of the Plan Year in
which an Employer Matching Contribution would have been reflected
in the participant's 401(k) Plan Account if the limit specified
in Section 5(b) did not apply for that Plan Year. A participant
shall receive credits under this section even if the participant
terminates employment prior to the end of the Plan Year.
Sec. 9 INVESTMENT OF CREDITS. Prior to September 30, 1991, credits
to a participant's Plan Account were allocated to one or more of the "Investment
Funds" defined in Section 10 of this Plan. On and after September 30, 1991, no
changes in Investment Funds existing as of that date are allowed and all credits
allocated to a participant's Plan Account on and after September 30, 1991 are
allocated solely to the Wells Fargo & Company Stock Investment Fund described in
Section 10(c).
Sec. 10 ADJUSTMENT AND FUNDING OF ACCOUNTS. Credits to a
participant's Plan Account shall be subject to the following:
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(a) Prior to September 30, 1991, the Investment Funds available to
participants under the Plan for each calendar quarter were the
same as the Investment Funds (other than the ESOP Fund) which
were available as investment options under the Norwest
Corporation Savings Investment Plan for that quarter.
(b) Except as provided in subsection (c), each Investment Fund will
reflect the investment performance of the corresponding 401(k)
Plan Investment Fund on a pro rata basis. If one or more 401(k)
Plan Investment Funds are merged, divided, discontinued or
otherwise adjusted, corresponding adjustments shall be made in
the credits held in Investment Accounts under this Plan.
(c) All credits made to the participant's Plan Account on and after
September 30, 1991 shall be allocated to the "Wells Fargo &
Company Stock Investment Fund." Such credits shall be stated in
the form of shares of Company common stock, the number of which
shall be determined by dividing the amount of the credits made
pursuant to Sections 7 or 8 of this Plan for a Plan Year by the
closing price per share of Company common stock reported on the
consolidated tape of the New York Stock Exchange as of December
31 of that Plan Year. If December 31 is not a trading date, the
closing price per share of Company common stock reported on the
trading date immediately preceding that December 31 shall be
used. Adjustments to the number of shares of Company common
stock credited to the participant's Wells Fargo & Company Stock
Investment Fund in his or her Plan Account shall be made to
reflect dividends paid on Company common stock pursuant to
subsection (e) below. If the Company chooses to fund the
credits to the Wells Fargo & Company Investment Fund, the Company
shall make contributions in cash or in Company common stock to
the trust described in Section 21. Any cash contributions shall
be used by the trustee to purchase shares of Company common stock
within 10 business days after such deposit. Purchase of such
shares may be made by the trustee in brokerage transactions or by
private purchase, including purchase from the Company. All
shares held by the trust shall be held in the name of the
trustee.
(d) All Plan Account credits shall consist solely of bookkeeping
entries.
(e) Each time a dividend is paid on the Company common stock, the
participant shall receive a credit to the Wells Fargo & Company
Stock Investment Fund in his or her Plan Account. The amount of
the dividend credit shall be the number of shares of Company
common stock determined by multiplying the dividend amount per
share by the number of
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shares credited to a participant's Wells Fargo & Company Stock
Investment Fund as of the record date for the dividend and
dividing the product by the closing price per share of Company
common stock reported on the consolidated tape of the New York
Stock Exchange as of the trading date immediately preceding
the dividend payment date.
Sec. 11 PLAN ACCOUNT STATEMENTS. The Company may from time to time
issue statements to participants advising them of the status of their Plan
Accounts, but shall not be required to do so. The issuance of such statements
shall not in any way affect the rights of participants hereunder.
Sec. 12 NUMBER OF SHARES UNDER THE PLAN/ADJUSTMENTS FOR CERTAIN
CHANGES IN CAPITALIZATION. Since April 23, 1992, no more than 1,000,000 shares
of Company common stock may be credited to Plan Accounts except that any share
credits to a Plan Account which are forfeited pursuant to Section 15 may again
be credited under the Plan. If the Company shall at any time increase or
decrease the number of its outstanding shares of Company common stock or change
in any way the rights and privileges of such shares by means of the payment of a
stock dividend or any other distribution upon such shares payable in Company
common stock, or through a stock split, subdivision, consolidation, combination,
reclassification, or re-capitalization involving the Company common stock, then
the numbers, rights, and privileges of the shares that are and may be credited
to the Wells Fargo & Company Stock Investment Fund under the Plan shall be
increased, decreased, or changed in like manner as if such shares had been
issued and outstanding, fully paid, and non-assessable at the time of such
occurrence.
Sec. 13. VOTING COMPANY COMMON STOCK. If any credits issued pursuant
to this Plan are, in the discretion of the Company, funded in a trust as
described in Section 21, the Company common stock held in trust shall be voted
by the trustee in its discretion.
Sec. 14 LOANS AND WITHDRAWALS. A participant may not request or
receive any loans or withdrawals from his or her Plan Account. The credits in a
participant's Plan Account will be paid out only as described in Sections 16, 17
and 18.
Sec. 15 BENEFIT ON TERMINATION OF EMPLOYMENT. Upon Termination of
Employment, a participant shall be entitled to a benefit equal to the amount of
all credits to the participant's Investment Funds in his or her Plan Account,
other than the Wells Fargo & Company Stock Investment Fund, plus the number of
shares of Company common stock credited to the participant's Wells Fargo &
Company Stock Investment Fund, in both cases calculated as of the end of the
calendar year immediately prior to the date benefits are distributed pursuant to
Sections 16 or 17, multiplied by the vested percentage determined under Section
9.2 of the 401(k) Plan that would be applicable to the participant disregarding,
however, Section 9.2(a)(3) of the 401(k) Plan. Any portion of the participant's
Plan Account that is not vested shall be forfeited.
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Sec. 16 FORM AND TIME OF PAYMENT OF BENEFITS UPON TERMINATION OF
EMPLOYMENT. When an employee is first eligible to become a participant in the
Plan, the employee shall complete a written election to receive his or her
vested Plan Account upon his or her subsequent Termination of Employment in
either a single lump sum or in a series of annual installments not to exceed ten
annual installments. The participant may change the form of payment (lump sum
or installment) prior to the participant's Termination of Employment by filing a
written election with the Plan Administrator at least 12 months prior to the
date of the participant's Termination of Employment. If the employee does not
complete a written election as to the form of payment at the time the employee
first becomes eligible for the Plan or if any written election as to the form of
payment is not received by the Plan Administrator at least 12 months prior to
the date of the participant's Termination of Employment, the participant's
vested Plan Account shall be paid to the participant in a single lump sum
payment.
Payment of the participant's vested Plan Account in a lump sum or in
installments will commence as soon as administratively feasible after the end of
the calendar year in which the participant's Termination of Employment occurs.
Payment of all vested credits to a participant's Plan Account (determined as
provided in Section 15), except credits in shares of Company common stock, shall
be paid to the participant by his or her employer in cash, net of any required
withholding taxes. All vested shares of Company common stock credited to a
participant's Plan Account (determined as provided in Section 15) will be paid
to the participant in the form of whole shares of common stock, rounded up to
the nearest whole share, net of any required withholding taxes. If the
participant is to receive payment in installments, the amount of each
installment will be equal to the total amount of the participant's vested Plan
Account divided by the number of installments remaining to be made, including
the current installment, rounded up to the nearest whole share and the whole
number of shares so distributed shall be deducted from the total amount the
participant's vested Plan Account. The final installment will be rounded up to
the nearest whole share.
Sec. 17 DEATH BENEFITS. If a participant dies while employed, or
dies after Termination of Employment but before receiving his or her benefit
under this Plan, all vested credits to a participant's Plan Account (determined
as provided in Section 15), except credits in shares of Company common stock,
shall be paid in a lump sum cash payment, net of any required withholding taxes,
and any vested shares of Company common stock credited to such Plan Account
(determined as provided in Section 15) shall be paid in the form of whole shares
of Company common stock, rounded up to the nearest whole share, net of any
required withholding taxes, as soon as administratively feasible after the end
of the calendar year in which the participant dies. Such payments shall be made
to the participant's Beneficiary determined under the 401(k) Plan.
Sec. 18 BENEFITS UPON THE OCCURRENCE OF CERTAIN BUSINESS
TRANSACTIONS. If the Company shall merge or consolidate with another
corporation and the Company is not the surviving corporation (a "Transaction"),
and the consideration received by the holders of common stock of the Company in
the Transaction consists only of common stock of another publicly owned
corporation whose outstanding stock is listed on the New York Stock Exchange
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or quoted in the NASDAQ National Market System ("Publicly-Traded Stock"), each
share of Company common stock credited to a participant's Plan Account shall be
converted to a credit for the number of shares of Publicly-Traded Stock which
the holder of a share of Company common stock is entitled to receive in such
Transaction and, beginning on and after the effective date of the Transaction,
any future credits to Plan Accounts or payment of vested benefits payable in the
form of shares of common stock shall be made in the form of shares of such
Publicly-Traded Stock.
If the consideration received by the holders of common stock of the Company
in a Transaction consists of any consideration other than Publicly-Traded Stock,
each share of Company common stock credited to a participant's Plan Account
shall be restated as credits for cash in an amount equal to the number of shares
of Company common stock credited to a participant's Plan Account immediately
prior to the effective date of the Transaction multiplied by the average of the
high and low prices of a share of Company common stock on the New York Stock
Exchange for each of the five trading days preceding the effective date of the
Transaction. Such cash shall automatically be deemed to be invested in one or
more investment accounts that conform to the investment fund options then
provided by the 401(k) Plan, upon such terms and conditions as may be
established by the Human Resources Committee of the Board of Directors.
Sec. 19 NONASSIGNABILITY. A participant's Plan Account and the
shares of Company common stock credited to a participant's Plan Account are not
assignable or transferable by a participant or Beneficiary nor shall any
participant or Beneficiary have the power to anticipate, alienate, dispose of,
pledge or encumber his or her Plan Account while the Plan Account is in the
possession and control of the Company. The Company shall not recognize any
attachment, garnishment, execution of judgment or other legal process while the
participant's Plan Account is in the possession and control of the Company. The
designation of a Beneficiary by a participant does not constitute a transfer.
Sec. 20 UNSECURED OBLIGATION. The obligations of the Company to
make payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Company to make such payments. The participant
shall have no lien, prior claim or other security interest in any property of
the Company. The Company is not required to establish or maintain any fund,
trust or account (other than a bookkeeping account or reserve) for the purpose
of funding or paying the benefits promised under this Plan. If such a fund is
established, the property therein shall remain the sole and exclusive property
of the Company. The Company will pay the cost of this Plan out of its general
assets. All references to Account, Accounts, gains, losses, income, expenses,
payments and the like are included merely for the purpose of measuring the
Company's obligation to participants in this Plan and shall not be construed to
impose on the Company the obligation to create any separate fund for purposes of
this Plan.
Sec. 21 TRUST FUND. If the Company chooses to fund credits to
participants' Plan Accounts, all cash contributed for such funding shall be held
and administered in trust in
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accordance with the terms and provisions of a trust agreement between the
Company and the appointed trustee or any duly appointed successor trustee.
All Company common stock or other funds in the trust shall be held on a
commingled basis and shall be subject to the claims of general creditors of
the Company. Plan Accounts shall be for bookkeeping purposes only, and the
establishment of Plan Accounts shall not require segregation of trust assets.
Sec. 22 NO GUARANTEE OF EMPLOYMENT. Participation in this Plan does
not constitute a guarantee or contract of employment with any Participating
Employer. Such participation shall in no way interfere with any rights of a
Participating Employer to determine the duration of a participant's employment
or the terms and conditions of such employment.
Sec. 23 WITHHOLDING OF TAXES. The benefits payable under this Plan
shall be subject to the deduction of the amount of any federal, state or local
income taxes, Social Security tax, Medicare tax or other taxes required to be
withheld from such payments by applicable laws and regulations.
Sec. 24 ADMINISTRATION. For purposes of Section 3(16)(A) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, the Plan
Administrator shall be the Company's Executive Vice President Human Resources.
The Plan Administrator or its delegatee shall have the exclusive authority and
responsibility for all matters in connection with the operation and
administration of the Plan. The Plan Administrator powers and duties shall
include, but shall not be limited to, the following: (a) responsibility for the
compilation and maintenance of all records necessary in connection with the
Plan; (b) authorizing the payment of all benefits and expenses of the Plan as
they become payable under the Plan; (c) authority to engage such legal,
accounting and other professional services as it may deem necessary; (d)
discretionary authority to interpret the terms of the Plan; (e) authority to
adopt procedures for implementing the Plan; and (f) discretionary authority to
determine participants' eligibility for benefits under the Plan; and to resolve
all issues of fact and law in connection with such determinations.
Sec. 25 CLAIMS PROCEDURE. The Company shall establish a claims
procedure consistent with the requirements of ERISA. Such claims procedure
shall provide adequate notice in writing to any participant or Beneficiary whose
claim for benefits under the Plan has been denied, setting forth the specific
reasons for such denial, written in a manner calculated to be understood by the
claimant and shall afford a reasonable opportunity to a claimant whose claim for
benefits has been denied for a full and fair review by the Company of the
decision denying the claim.
Sec. 26 CONSTRUCTION AND APPLICABLE LAW. This Plan is intended to be
construed and administered as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees as provided in sections 201(2), 301(a)(3) and
401(a)(1) of ERISA. The Plan shall be construed and administered according to
the laws of the State of Minnesota to the extent that such laws are not
preempted by ERISA.
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Sec. 26 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.
Sec. 27 AMENDMENT AND TERMINATION. The Board of Directors of the
Company or the Human Resources Committee of the Company's Board of Directors may
at any time terminate, suspend or amend this Plan in any manner. No such action
shall deprive any participant of any benefits to which he or she would have been
entitled under the Plan if the participant's Termination of Employment had
occurred on the day prior to the date such action was taken, unless agreed to by
the participant.
Sec. 28 EFFECTIVE DATE OF THE PLAN. The effective date of this
restated Plan is July 1, 1999.
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