8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2009

WELLS FARGO & COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-2979	No. 41-0449260
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of Principal Executive Offices) (Zip Code)

1-866-249-3302

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensation Determinations for Certain Senior Executive Officers.

On August 3, 2009, the Board of Directors of Wells Fargo & Company (the “Company”) and its Human Resources Committee (the “Committee”) increased the 2009 annual base salary for John G. Stumpf, President and Chief Executive Officer, to $5,600,000 from $900,000, for Howard I. Atkins, Senior Executive Vice President and Chief Financial Officer, to $3,339,156 from $700,000, for David A. Hoyt, Senior Executive Vice President and head of Wholesale Banking, to $3,866,667 from $700,000, and for Mark C. Oman, Senior Executive Vice President and head of Home and Consumer Finance, to $3,866,667 from $600,000. The Committee also determined that 83.93%, 79.04%, 81.90% and 84.48%, respectively, of each year’s base salary for Messrs. Stumpf, Atkins, Hoyt and Oman, net of tax withholdings and deductions, will be paid in Company common stock granted under the Company’s Long-Term Incentive Compensation Plan, resulting in the net annual base salary increase for each executive being paid in stock. The number of shares of Company common stock granted as of each payroll period end date will be determined by dividing the amount of base salary payable in stock by the NYSE-only closing price on the grant date or, if the NYSE is closed on the grant date, by the NYSE-only closing price on the immediately preceding date on which the NYSE is open. Messrs. Stumpf, Atkins, Oman and Hoyt may not sell or otherwise transfer the stock they receive in payment of base salary until the Company repays the U.S. Treasury Department’s Capital Purchase Program (“CPP”) investment in the Company, except upon their death or permanent disability. The Committee may, in its sole discretion and without the executive’s consent, at any time, terminate, suspend or modify the award agreement. For more information about the grant terms, refer to the Stock Award Agreements for each of Messrs. Stumpf, Atkins, Hoyt and Oman filed as Exhibits 10(a), 10(b), 10(c) and 10(d), respectively, to this report and incorporated herein by reference.

Also on August 3, 2009, the Committee granted to Mr. Stumpf 108,528 long-term restricted share rights (“RSRs”) with an aggregate award value of $2,800,000 based on the closing price of the Company’s common stock on the date of grant. Each RSR entitles Mr. Stumpf to receive one share of Company common stock contingent upon vesting. The RSRs will vest in two installments: two-thirds on August 3, 2011 and the remaining one-third on August 3, 2012, subject to prior repayment by the Company of CPP funds. Mr. Stumpf will forfeit the RSRs if he terminates his employment with the Company before August 3, 2011, other than because of his death or permanent disability. The Committee required as a condition to receiving the award, that Mr. Stumpf agree to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting of the RSRs. The Committee may reduce, delay vesting, revoke, cancel or impose additional conditions and restrictions on the award if the Committee deems it necessary or advisable to comply with applicable law or regulation. The RSRs include the right to receive dividend equivalents to be reinvested in Company common stock in the form of additional RSRs. The additional RSRs will be distributed in shares of Company common stock when, and if, the underlying RSRs vest and are distributed. For more information about the grant terms, refer to the RSR Award Agreement for Mr. Stumpf filed as Exhibit 10(e) to this report and incorporated herein by reference.

A copy of the press release announcing the Committee’s compensation decisions described above is furnished as Exhibit 99.1 to this report.

Update Regarding Previously Announced Retirement of Executive Officer.

The Company previously disclosed under Item 5.02 of its Current Report on Form 8-K filed on August 26, 2008 that Mr. Oman had informed the Company that he would retire from the Company at the end of 2009. At the request of Mr. Stumpf, Mr. Oman has decided not to retire, and he will continue in his role as Senior Executive Vice President and head of Home and Consumer Finance.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10(a)	Stock Award Agreement for John G. Stumpf
10(b)	Stock Award Agreement for Howard I. Atkins
10(c)	Stock Award Agreement for David A. Hoyt
10(d)	Stock Award Agreement for Mark C. Oman
10(e)	RSR Award Agreement for John G. Stumpf
99.1	Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 6, 2009	WELLS FARGO & COMPANY
	By:	/s/ Julie M. White
		Julie M. White
		Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
10(a)	Stock Award Agreement for John G. Stumpf
10(b)	Stock Award Agreement for Howard I. Atkins
10(c)	Stock Award Agreement for David A. Hoyt
10(d)	Stock Award Agreement for Mark C. Oman
10(e)	RSR Award Agreement for John G. Stumpf
99.1	Press Release

EX-10.(A)

Exhibit 10(a)

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

STOCK AWARD AGREEMENT

Name:	John G. Stumpf	Grant Date(s):	See Section 2 below
I.D. Number:	[Redacted]	Number of Shares:	See Section 3 below

1. Award. Wells Fargo & Company (the “Company”) has awarded you Stock Awards for shares of Wells Fargo & Company common stock (“Shares”) in payment of a portion of your Annual Base Salary (as defined below) as provided in this Award Agreement. Each Stock Award entitles you to receive a number of Shares determined as of each Grant Date (as defined below) pursuant to Section 3 below and subject to the other terms and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.

Your “Annual Base Salary” earned for 2009 and for any year thereafter shall be $5,600,000 unless otherwise determined from time to time by the Board of Directors of the Company or the Committee in its discretion, and shall be paid in cash and Shares. A total of 83.93% of your Annual Base Salary, net of applicable tax withholdings and deductions, shall be paid to you in Shares (“Annual Stock Base Salary”) pursuant to the terms of this Award Agreement. The amount of Annual Base Salary payable for each pay period ending on or after August 15, 2009 (“Net Pay Periods”), net of applicable tax withholdings and deductions, in accordance with established Company payroll procedures is referred to herein as your “Net Pay Period Base Salary.”

2. Grant Date. For purposes of this Award Agreement, each “Grant Date” for a Stock Award shall be the pay end date for each pay period beginning with the pay end date for the pay period ending on August 15, 2009, and continuing consistent with the Company’s established payroll procedures until this Award Agreement is terminated or amended by the Committee in its discretion. Stock Awards will be granted only to the extent you have accrued Base Salary during the relevant pay period.

3. Number of Shares. The number of Shares awarded hereunder on each Grant Date shall be determined by dividing the Net Pay Period Base Salary payable in Shares as calculated below by the Fair Market Value on the Grant Date (or the immediately preceding date if the New York Stock Exchange (“NYSE”) is closed on the applicable Grant Date). Your Net Pay Period Base Salary shall be paid in prorata amounts of cash and Shares throughout the Net Pay Periods of the applicable year calculated such that for the applicable year you will earn and be paid the Annual Stock Base Salary in Shares and the remainder of the Annual Base Salary in cash.

If any fractional share results, the Share amount shall be rounded down to the nearest whole share with cash paid in lieu of the fractional share. The Shares granted will be issued on the Grant Date or as soon thereafter as administratively practicable in accordance with established payroll procedures.

4. Vesting. Each Share issued pursuant to a Stock Award granted under this Award Agreement shall be fully vested as of the Grant Date.

5. Termination. If you cease to be an Employee for any reason, including due to your death or permanent disability (as determined by the Company), you shall be entitled to receive a final Stock Award(s) determined in accordance with Section 3 above for any portion of your Annual Stock Base Salary which has accrued for the relevant pay period(s) through your date of termination of employment but not yet been paid. You shall have no further right or entitlement to any other Stock Award hereunder following your date of termination of employment.

6. Nontransferable. Unless the Committee provides otherwise, (i) no rights under this Stock Award will be assignable or transferable, and neither you nor your Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under this Stock Award, and (ii) the rights and the benefits of this Stock Award may be exercised and received during your lifetime only by you or your legal representative.

7. Other Restrictions; Amendment. The issuance of Shares under this Award Agreement is subject to compliance by the Company and you with all applicable legal requirements applicable thereto, including tax withholding obligations, and with all applicable regulations of any stock exchange on which the common stock may be listed at the time of issuance. The Company may delay the issuance of shares of common stock hereunder to ensure at the time of issuance there is a registration statement for the shares in effect under the Securities Act of 1933. The Committee may, in its sole discretion and without your consent, at any time terminate, suspend or modify this Award Agreement.

8. Transfer Restrictions. As a condition to receiving each Stock Award, and notwithstanding termination of employment other than due to death or permanent disability, you agree to hold and not transfer, for the entire period during which the Company has any obligations outstanding under the Troubled Asset Relief Program (the “Restriction Period”), 100% of the Shares received. Such transfer restrictions shall terminate upon the earlier of the end of the Restriction Period or the date of your death or permanent disability.

9. Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

10. No Employment Agreement. Neither the award to you of the Stock Awards nor the delivery to you of this Award Agreement or any other document relating to the Stock Awards will confer on you the right to continued employment with the Company or any Affiliate.

11. Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon the termination of your service with the Company for any reason, the Company determines that you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Stock Awards, if subject to payment upon such termination, will not be paid before the date that is the first business day following the six-month anniversary of such termination or, if earlier, upon your death. This provision only applies if required pursuant to Section 409A.

12. Section 409A. This Award is intended to comply with the requirements of Section 409A and applicable Treasury Regulations or other binding guidance thereunder. Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

The Company has awarded you the Stock Awards in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree to the foregoing terms and conditions of this Award Agreement.

John G. Stumpf

EX-10.(B)

Exhibit 10(b)

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

STOCK AWARD AGREEMENT

Name:	Howard I. Atkins	Grant Date(s):	See Section 2 below
I.D. Number:	[Redacted]	Number of Shares:	See Section 3 below

1. Award. Wells Fargo & Company (the “Company”) has awarded you Stock Awards for shares of Wells Fargo & Company common stock (“Shares”) in payment of a portion of your Annual Base Salary (as defined below) as provided in this Award Agreement. Each Stock Award entitles you to receive a number of Shares determined as of each Grant Date (as defined below) pursuant to Section 3 below and subject to the other terms and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.

Your “Annual Base Salary” earned for 2009 and for any year thereafter shall be $3,339,156 unless otherwise determined from time to time by the Board of Directors of the Company or the Committee in its discretion, and shall be paid in cash and Shares. A total of 79.04% of your Annual Base Salary, net of applicable tax withholdings and deductions, shall be paid to you in Shares (“Annual Stock Base Salary”) pursuant to the terms of this Award Agreement. The amount of Annual Base Salary payable for each pay period ending on or after August 15, 2009 (“Net Pay Periods”), net of applicable tax withholdings and deductions, in accordance with established Company payroll procedures is referred to herein as your “Net Pay Period Base Salary.”

2. Grant Date. For purposes of this Award Agreement, each “Grant Date” for a Stock Award shall be the pay end date for each pay period beginning with the pay end date for the pay period ending on August 15, 2009, and continuing consistent with the Company’s established payroll procedures until this Award Agreement is terminated or amended by the Committee in its discretion. Stock Awards will be granted only to the extent you have accrued Base Salary during the relevant pay period.

3. Number of Shares. The number of Shares awarded hereunder on each Grant Date shall be determined by dividing the Net Pay Period Base Salary payable in Shares as calculated below by the Fair Market Value on the Grant Date (or the immediately preceding date if the New York Stock Exchange (“NYSE”) is closed on the applicable Grant Date). Your Net Pay Period Base Salary shall be paid in prorata amounts of cash and Shares throughout the Net Pay Periods of the applicable year calculated such that for the applicable year you will earn and be paid the Annual Stock Base Salary in Shares and the remainder of the Annual Base Salary in cash.

If any fractional share results, the Share amount shall be rounded down to the nearest whole share with cash paid in lieu of the fractional share. The Shares granted will be issued on the Grant Date or as soon thereafter as administratively practicable in accordance with established payroll procedures.

4. Vesting. Each Share issued pursuant to a Stock Award granted under this Award Agreement shall be fully vested as of the Grant Date.

5. Termination. If you cease to be an Employee for any reason, including due to your death or permanent disability (as determined by the Company), you shall be entitled to receive a final Stock Award(s) determined in accordance with Section 3 above for any portion of your Annual Stock Base Salary which has accrued for the relevant pay period(s) through your date of termination of employment but not yet been paid. You shall have no further right or entitlement to any other Stock Award hereunder following your date of termination of employment.

6. Nontransferable. Unless the Committee provides otherwise, (i) no rights under this Stock Award will be assignable or transferable, and neither you nor your Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under this Stock Award, and (ii) the rights and the benefits of this Stock Award may be exercised and received during your lifetime only by you or your legal representative.

7. Other Restrictions; Amendment. The issuance of Shares under this Award Agreement is subject to compliance by the Company and you with all applicable legal requirements applicable thereto, including tax withholding obligations, and with all applicable regulations of any stock exchange on which the common stock may be listed at the time of issuance. The Company may delay the issuance of shares of common stock hereunder to ensure at the time of issuance there is a registration statement for the shares in effect under the Securities Act of 1933. The Committee may, in its sole discretion and without your consent, at any time terminate, suspend or modify this Award Agreement.

8. Transfer Restrictions. As a condition to receiving each Stock Award, and notwithstanding termination of employment other than due to death or permanent disability, you agree to hold and not transfer, for the entire period during which the Company has any obligations outstanding under the Troubled Asset Relief Program (the “Restriction Period”), 100% of the Shares received. Such transfer restrictions shall terminate upon the earlier of the end of the Restriction Period or the date of your death or permanent disability.

9. Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

10. No Employment Agreement. Neither the award to you of the Stock Awards nor the delivery to you of this Award Agreement or any other document relating to the Stock Awards will confer on you the right to continued employment with the Company or any Affiliate.

11. Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon the termination of your service with the Company for any reason, the Company determines that you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Stock Awards, if subject to payment upon such termination, will not be paid before the date that is the first business day following the six-month anniversary of such termination or, if earlier, upon your death. This provision only applies if required pursuant to Section 409A.

12. Section 409A. This Award is intended to comply with the requirements of Section 409A and applicable Treasury Regulations or other binding guidance thereunder. Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

The Company has awarded you the Stock Awards in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree to the foregoing terms and conditions of this Award Agreement.

Howard I. Atkins

EX-10.(C)

Exhibit 10(c)

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

STOCK AWARD AGREEMENT

Name:	David A. Hoyt	Grant Date(s):	See Section 2 below
I.D. Number:	[Redacted]	Number of Shares:	See Section 3 below

1. Award. Wells Fargo & Company (the “Company”) has awarded you Stock Awards for shares of Wells Fargo & Company common stock (“Shares”) in payment of a portion of your Annual Base Salary (as defined below) as provided in this Award Agreement. Each Stock Award entitles you to receive a number of Shares determined as of each Grant Date (as defined below) pursuant to Section 3 below and subject to the other terms and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.

Your “Annual Base Salary” earned for 2009 and for any year thereafter shall be $3,866,667 unless otherwise determined from time to time by the Board of Directors of the Company or the Committee in its discretion, and shall be paid in cash and Shares. A total of 81.90% of your Annual Base Salary, net of applicable tax withholdings and deductions, shall be paid to you in Shares (“Annual Stock Base Salary”) pursuant to the terms of this Award Agreement. The amount of Annual Base Salary payable for each pay period ending on or after August 15, 2009 (“Net Pay Periods”), net of applicable tax withholdings and deductions, in accordance with established Company payroll procedures is referred to herein as your “Net Pay Period Base Salary.”

2. Grant Date. For purposes of this Award Agreement, each “Grant Date” for a Stock Award shall be the pay end date for each pay period beginning with the pay end date for the pay period ending on August 15, 2009, and continuing consistent with the Company’s established payroll procedures until this Award Agreement is terminated or amended by the Committee in its discretion. Stock Awards will be granted only to the extent you have accrued Base Salary during the relevant pay period.

3. Number of Shares. The number of Shares awarded hereunder on each Grant Date shall be determined by dividing the Net Pay Period Base Salary payable in Shares as calculated below by the Fair Market Value on the Grant Date (or the immediately preceding date if the New York Stock Exchange (“NYSE”) is closed on the applicable Grant Date). Your Net Pay Period Base Salary shall be paid in prorata amounts of cash and Shares throughout the Net Pay Periods of the applicable year calculated such that for the applicable year you will earn and be paid the Annual Stock Base Salary in Shares and the remainder of the Annual Base Salary in cash.

If any fractional share results, the Share amount shall be rounded down to the nearest whole share with cash paid in lieu of the fractional share. The Shares granted will be issued on the Grant Date or as soon thereafter as administratively practicable in accordance with established payroll procedures.

4. Vesting. Each Share issued pursuant to a Stock Award granted under this Award Agreement shall be fully vested as of the Grant Date.

5. Termination. If you cease to be an Employee for any reason, including due to your death or permanent disability (as determined by the Company), you shall be entitled to receive a final Stock Award(s) determined in accordance with Section 3 above for any portion of your Annual Stock Base Salary which has accrued for the relevant pay period(s) through your date of termination of employment but not yet been paid. You shall have no further right or entitlement to any other Stock Award hereunder following your date of termination of employment.

6. Nontransferable. Unless the Committee provides otherwise, (i) no rights under this Stock Award will be assignable or transferable, and neither you nor your Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under this Stock Award, and (ii) the rights and the benefits of this Stock Award may be exercised and received during your lifetime only by you or your legal representative.

7. Other Restrictions; Amendment. The issuance of Shares under this Award Agreement is subject to compliance by the Company and you with all applicable legal requirements applicable thereto, including tax withholding obligations, and with all applicable regulations of any stock exchange on which the common stock may be listed at the time of issuance. The Company may delay the issuance of shares of common stock hereunder to ensure at the time of issuance there is a registration statement for the shares in effect under the Securities Act of 1933. The Committee may, in its sole discretion and without your consent, at any time terminate, suspend or modify this Award Agreement.

8. Transfer Restrictions. As a condition to receiving each Stock Award, and notwithstanding termination of employment other than due to death or permanent disability, you agree to hold and not transfer, for the entire period during which the Company has any obligations outstanding under the Troubled Asset Relief Program (the “Restriction Period”), 100% of the Shares received. Such transfer restrictions shall terminate upon the earlier of the end of the Restriction Period or the date of your death or permanent disability.

9. Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

10. No Employment Agreement. Neither the award to you of the Stock Awards nor the delivery to you of this Award Agreement or any other document relating to the Stock Awards will confer on you the right to continued employment with the Company or any Affiliate.

11. Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon the termination of your service with the Company for any reason, the Company determines that you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Stock Awards, if subject to payment upon such termination, will not be paid before the date that is the first business day following the six-month anniversary of such termination or, if earlier, upon your death. This provision only applies if required pursuant to Section 409A.

12. Section 409A. This Award is intended to comply with the requirements of Section 409A and applicable Treasury Regulations or other binding guidance thereunder. Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

The Company has awarded you the Stock Awards in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree to the foregoing terms and conditions of this Award Agreement.

David A. Hoyt

EX-10.(D)

Exhibit 10(d)

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

STOCK AWARD AGREEMENT

Name:	Mark C. Oman	Grant Date(s):	See Section 2 below
I.D. Number:	[Redacted]	Number of Shares:	See Section 3 below

1. Award. Wells Fargo & Company (the “Company”) has awarded you Stock Awards for shares of Wells Fargo & Company common stock (“Shares”) in payment of a portion of your Annual Base Salary (as defined below) as provided in this Award Agreement. Each Stock Award entitles you to receive a number of Shares determined as of each Grant Date (as defined below) pursuant to Section 3 below and subject to the other terms and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.

Your “Annual Base Salary” earned for 2009 and for any year thereafter shall be $3,866,667 unless otherwise determined from time to time by the Board of Directors of the Company or the Committee in its discretion, and shall be paid in cash and Shares. A total of 84.48% of your Annual Base Salary, net of applicable tax withholdings and deductions, shall be paid to you in Shares (“Annual Stock Base Salary”) pursuant to the terms of this Award Agreement. The amount of Annual Base Salary payable for each pay period ending on or after August 15, 2009 (“Net Pay Periods”), net of applicable tax withholdings and deductions, in accordance with established Company payroll procedures is referred to herein as your “Net Pay Period Base Salary.”

2. Grant Date. For purposes of this Award Agreement, each “Grant Date” for a Stock Award shall be the pay end date for each pay period beginning with the pay end date for the pay period ending on August 15, 2009, and continuing consistent with the Company’s established payroll procedures until this Award Agreement is terminated or amended by the Committee in its discretion. Stock Awards will be granted only to the extent you have accrued Base Salary during the relevant pay period.

3. Number of Shares. The number of Shares awarded hereunder on each Grant Date shall be determined by dividing the Net Pay Period Base Salary payable in Shares as calculated below by the Fair Market Value on the Grant Date (or the immediately preceding date if the New York Stock Exchange (“NYSE”) is closed on the applicable Grant Date). Your Net Pay Period Base Salary shall be paid in prorata amounts of cash and Shares throughout the Net Pay Periods of the applicable year calculated such that for the applicable year you will earn and be paid the Annual Stock Base Salary in Shares and the remainder of the Annual Base Salary in cash.

If any fractional share results, the Share amount shall be rounded down to the nearest whole share with cash paid in lieu of the fractional share. The Shares granted will be issued on the Grant Date or as soon thereafter as administratively practicable in accordance with established payroll procedures.

4. Vesting. Each Share issued pursuant to a Stock Award granted under this Award Agreement shall be fully vested as of the Grant Date.

5. Termination. If you cease to be an Employee for any reason, including due to your death or permanent disability (as determined by the Company), you shall be entitled to receive a final Stock Award(s) determined in accordance with Section 3 above for any portion of your Annual Stock Base Salary which has accrued for the relevant pay period(s) through your date of termination of employment but not yet been paid. You shall have no further right or entitlement to any other Stock Award hereunder following your date of termination of employment.

6. Nontransferable. Unless the Committee provides otherwise, (i) no rights under this Stock Award will be assignable or transferable, and neither you nor your Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under this Stock Award, and (ii) the rights and the benefits of this Stock Award may be exercised and received during your lifetime only by you or your legal representative.

7. Other Restrictions; Amendment. The issuance of Shares under this Award Agreement is subject to compliance by the Company and you with all applicable legal requirements applicable thereto, including tax withholding obligations, and with all applicable regulations of any stock exchange on which the common stock may be listed at the time of issuance. The Company may delay the issuance of shares of common stock hereunder to ensure at the time of issuance there is a registration statement for the shares in effect under the Securities Act of 1933. The Committee may, in its sole discretion and without your consent, at any time terminate, suspend or modify this Award Agreement.

8. Transfer Restrictions. As a condition to receiving each Stock Award, and notwithstanding termination of employment other than due to death or permanent disability, you agree to hold and not transfer, for the entire period during which the Company has any obligations outstanding under the Troubled Asset Relief Program (the “Restriction Period”), 100% of the Shares received. Such transfer restrictions shall terminate upon the earlier of the end of the Restriction Period or the date of your death or permanent disability.

9. Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

10. No Employment Agreement. Neither the award to you of the Stock Awards nor the delivery to you of this Award Agreement or any other document relating to the Stock Awards will confer on you the right to continued employment with the Company or any Affiliate.

11. Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon the termination of your service with the Company for any reason, the Company determines that you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Stock Awards, if subject to payment upon such termination, will not be paid before the date that is the first business day following the six-month anniversary of such termination or, if earlier, upon your death. This provision only applies if required pursuant to Section 409A.

12. Section 409A. This Award is intended to comply with the requirements of Section 409A and applicable Treasury Regulations or other binding guidance thereunder. Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

The Company has awarded you the Stock Awards in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree to the foregoing terms and conditions of this Award Agreement.

Mark C. Oman

EX-10.(E)

Exhibit 10(e)

WELLS FARGO & COMPANY

LONG-TERM INCENTIVE COMPENSATION PLAN

RESTRICTED SHARE RIGHTS AWARD AGREEMENT

Name:	John G. Stumpf	Grant Date:	8/3/2009
I.D. Number:	[Redacted]	Number of RSRs:	108,528

1. Award. Wells Fargo & Company (the “Company”) has awarded you the number of Restricted Share Rights indicated above. Each Restricted Share Right entitles you to receive one share of Wells Fargo & Company common stock (“Common Stock”) contingent upon vesting and subject to the other terms and conditions set forth in the Company’s Long-Term Incentive Compensation Plan (the “Plan”) and this Award Agreement.

2. Vesting. Except as provided below for the period of time during which any financial assistance received by the Company under the Troubled Asset Relief Program (“TARP”) is outstanding or as otherwise provided in this Award Agreement, the Restricted Share Rights will vest according to the following schedule:

72,352        of RSRs            on 8/3/2011            

36,176        of RSRs            on 8/3/2012            

In accordance with the Emergency Economic Stabilization Act of 2008, as amended from time to time and implemented by regulation (“EESA”), and notwithstanding the schedule above or any other term of this Award Agreement, no Restricted Share Rights granted hereby shall vest earlier than the following schedule:

• 25% of the Restricted Share Rights awarded hereby at the time the Company repays 25% of the aggregate financial assistance received by the Company under TARP;

• An additional 25% of the Restricted Share Rights awarded hereby at the time the Company repays 50% of the aggregate financial assistance received by the Company under TARP;

• An additional 25% of the Restricted Share Rights awarded hereby at the time the Company repays 75% of the aggregate financial assistance received by the Company under TARP; and

• The remaining 25% of the Restricted Share Rights awarded hereby at the time the Company repays 100% of the aggregate financial assistance received by the Company under TARP.

Shares of Common Stock will be issued to you or, in case of your death, your Beneficiary determined in accordance with the Plan. Except for dividend equivalents as provided below, you will have no rights as a stockholder of the Company with respect to your Restricted Share Rights until settlement. Upon vesting, Restricted Share Rights will be settled and distributed in shares of Common Stock except as otherwise provided in the Plan or this Award Agreement.

3. Termination.

(a) If you cease to be an Employee due to your death or permanent disability (as determined by the Company), any then unvested Restricted Share Right awarded hereby (including any Restricted Share Right granted with respect to dividend equivalents as provided below) will immediately vest upon the later to occur of (i) your date of death or termination of employment due to permanent disability or (ii) the date immediately following satisfaction of any applicable TARP vesting condition described in paragraph 2 above.

(b) If you cease to be an Employee due to your Retirement any time after the second anniversary of the date of grant, any then unvested Restricted Share Right awarded hereby (including any Restricted Share Right granted with respect to dividend equivalents as provided below) will vest upon the later to occur of (i) the scheduled vesting date as set forth in paragraph 2 above or (ii) the date immediately following satisfaction of any applicable TARP vesting condition described in paragraph 2 above; provided, however, if you die following Retirement, any then unvested Restricted Share Right will vest (A) immediately if any applicable TARP vesting condition described in paragraph 2 above has been satisfied or (B) on the date immediately following satisfaction of such TARP vesting condition if not satisfied as of the date of your death.

(c) If you cease to be an Employee other than due to your death or permanent disability, or your Retirement after the second anniversary of the date of grant, any then unvested Restricted Share Right awarded hereby (including any Restricted Share Right granted with respect to dividend equivalents as provided below), whether unvested because the applicable vesting schedule has not been satisfied or because any applicable TARP vesting condition has not been satisfied, will immediately terminate without notice to you and will be forfeited.

4. Dividend Equivalents. During the period beginning on the Grant Date and ending on the date the Restricted Share Rights vest or terminate, whichever occurs first, if the Company pays a dividend on the Common Stock, you will automatically receive, as of the payment date for such dividend, dividend equivalents in the form of additional Restricted Share Rights based on the amount or number of shares that would have been paid on the Restricted Share Rights had they been issued and outstanding shares of Common Stock as of the record date and, if a cash dividend, the closing price of the Common Stock on the New York Stock Exchange as of the dividend payment date. You will also automatically receive dividend equivalents with respect to the additional Restricted Share Rights, to be granted in the same manner. Restricted Share Rights granted with respect to dividend equivalents will be subject to the same vesting schedule and conditions as the underlying Restricted Share Rights and will be distributed in shares of Common Stock when, and if, the underlying Restricted Share Rights are settled and distributed.

5. Tax Withholding. The Company will withhold from the number of shares of Common Stock otherwise issuable hereunder (including with respect to dividend equivalents) a number of shares necessary to satisfy any and all applicable federal, state, local and foreign tax withholding obligations and employment-related tax requirements. Shares will be valued at their Fair Market Value as of the date of vesting.

6. Nontransferable. Unless the Committee provides otherwise, (i) no rights under this Award will be assignable or transferable, and neither you nor your Beneficiary will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under this Award, and (ii) the rights and the benefits of this Award may be exercised and received during your lifetime only by you or your legal representative.

7. Other Restrictions; Amendment. The issuance of Common Stock hereunder is subject to compliance by the Company and you with all applicable legal requirements applicable thereto, including tax withholding obligations, and with all applicable regulations of any stock exchange on which the Common Stock may be listed at the time of issuance. The Company may delay the issuance of shares of Common Stock hereunder to ensure at the time of issuance there is a registration statement for the shares in effect under the Securities Act of 1933. The Committee may, in its sole discretion and without your consent, reduce, delay vesting, revoke, cancel or impose additional conditions and restrictions on this Award if the Committee deems it necessary or advisable to comply with EESA or other applicable law or regulation.

8. Hold Through Retirement Provision. As a condition to receiving this Award, you agree to hold, while employed by the Company or any Affiliate and for a period of one year after your Retirement, shares of Common Stock equal to at least 50% of the after-tax shares of Common Stock (assuming a 50% tax rate) acquired upon vesting and settlement of this Award.

9. Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

10. No Employment Agreement. Neither the award to you of the Restricted Share Rights nor the delivery to you of this Award Agreement or any other document relating to the Restricted Share Rights will confer on you the right to continued employment with the Company or any Affiliate.

11. Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon the termination of your service with the Company for any reason, the Company determines that you are a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your Restricted Share Rights, if subject to settlement upon such termination, will not settle before the date that is the first business day following the six-month anniversary of such termination, or, if earlier, upon your death. This provision only applies if required pursuant to Section 409A.

12. Section 409A. This Award is intended to comply with the requirements of Section 409A and applicable Treasury Regulations or other binding guidance thereunder. Accordingly, all provisions included in this Award, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

The Company has awarded you the Restricted Share Rights in accordance with the foregoing terms and conditions and in accordance with the provisions of the Plan. By signing below, you hereby agree to the foregoing terms and conditions of this Award.

John G. Stumpf

EX-99.1

Exhibit 99.1

Media	Investors
Melissa Murray	Jim Rowe
415-396.4417	415-396-8216

Wells Fargo Senior Leaders Receive Base Pay Increase in Stock

Cannot Be Sold Until U.S. Capital Purchase Program Investment Re-Paid

SAN FRANCISCO, August 6, 2009 – Wells Fargo & Company’s (NYSE: WFC) Board of Directors approved increases in the 2009 annual base salaries of President and CEO John G. Stumpf and three other executive officers. These increases will result in total annual compensation close to the average pay for similar executive roles at peer group companies and are payable, after taxes and other withholding, entirely in Company stock which the executives cannot sell until Wells Fargo repays the U.S. Treasury’s Capital Purchase Program (CPP) investment in the Company.

The cash salary for Stumpf will remain at $900,000 and he will receive an annual salary in stock of $4,700,000. Stumpf received a grant of 108,528 restricted share rights (RSRs), which will begin to vest in 2011, also subject to prior repayment of CPP funds by the Company. Upon vesting, each RSR will entitle him to one share of stock. The Board also approved increases in 2009 annual salaries in stock for:

• Dave Hoyt, senior executive vice president (SEVP) and head of Wholesale Banking, of $3,166,667, with his cash salary remaining at $700,000;

• Mark Oman, SEVP and head of Home and Consumer Finance, of $3,266,667, with his cash salary remaining at $600,000; and

• Howard Atkins, SEVP and chief financial officer, of $2,639,156, with his cash salary remaining at $700,000.

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The Board took these actions after considering recent U.S. Treasury guidance; the developing pay practices at Wells Fargo’s peers (10 large publicly traded financial services companies); the Company’s consistent ability to grow revenue, market share, net income and profitability over the short and long term; and the need for these executives’ continued leadership while integrating Wachovia into Wells Fargo and directing the Company through the economic recession and beyond.

“We believe Wells Fargo’s leadership team is the finest in financial services,” said Steve Sanger, Chair of the Human Resources Committee (HRC) of Wells Fargo’s Board and retired chairman and CEO of General Mills, Inc. “They’re leading the Company through the largest merger integration in U.S. banking history, and earned record profits in the first two quarters of 2009, despite the challenging economy. This is something no other financial company is achieving and few, if any, companies in any industry are achieving. Wells Fargo’s compensation philosophy has always been to pay competitively, to reward performance relative to its peer group and to align management’s interests with those of our shareholders. We must balance the need to appropriately pay and retain our top performing team members with the responsibility we have as a recipient of an investment from the U.S. Treasury on behalf of U.S. taxpayers. We believe that these increases in compensation adhere to both the letter and spirit of the new executive compensation rules that apply to companies that received a U.S. Treasury investment.”

The Board’s actions will set the total compensation for these executives close to the average pay for similar executives at Wells Fargo’s peers, even though the Company’s growth in revenue, market share, net income and profitability have been consistently at or near the top of its peer group. In February 2009, the HRC did not award stock options to any executive named in Wells Fargo’s proxy statement because of restrictions on such awards for the Company as a recipient of a CPP investment, and did not take any compensation actions for Stumpf in anticipation of rules governing executive compensation from the U.S. Treasury.

Wells Fargo & Company is a diversified financial services company with $1.3 trillion in assets, providing banking, insurance, investments, mortgage and consumer finance through more than 10,000 stores and 12,000 ATMs and the internet (wellsfargo.com) across North America and internationally.

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