Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan Prospectus Supplement (to Prospectus dated February 19, 2008 and Information Statement dated January 2, 2009) GENERAL This prospectus supplement dated March 1, 2009 is part of, and should be read in conjunction with, the prospectus relating to the Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan (as amended, the Plan ) dated February 19, 2008 and information statement relating to the Plan dated January 2, 2009. This prospectus supplement constitutes part of a prospectus covering shares of Wells Fargo & Company common stock, par value $1-2/3 per share ( Wells Fargo Common Stock ), that have been registered under the Securities Act of 1933, as amended. This supplement describes certain changes to the Plan and supersedes the information in the prospectus and information statement referenced above only to the extent inconsistent with the prospectus and information statement. On December 31, 2008, Wachovia Corporation ( Wachovia ) merged with and into Wells Fargo & Company ( Wells Fargo ), with Wells Fargo as the surviving corporation in the merger. Subsequent to the merger, the Human Resources Committee (the Committee ) of Wells Fargo s Board of Directors amended the Plan effective February 24, 2009 to clarify certain definitions and administrative provisions and, in contemplation of its use of the Plan to grant certain post-merger stock option awards only to employees who were previously employed with Wachovia and its subsidiaries prior to the merger, to clarify that such stock option awards are intended to qualify for exemption from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and implementing U.S. Treasury Regulations. The following summary of certain provisions of the Plan is qualified in its entirety by reference to the Plan, a copy of which, together with additional information about the Plan and its administrator, are available upon request to Executive Compensation, 301 S. Tryon Street, T-4, NC-0951, Charlotte, NC 28288, (888) 383-2203. Participation Participants in the Plan for 2009 and subsequent years, if applicable, are selected from among those officers or employees of Wells Fargo and its affiliates who were employed by Wachovia or any of its subsidiaries immediately prior to the merger as the Committee shall approve from time to time. No individuals who were employed by Wells Fargo or any of its subsidiaries immediately prior to the merger will be eligible to participate in the Plan. Definition of Fair Market Value As of February 24, 2009 and with respect to any Option or other awards granted prior to February 24, 2009 but exercised on or after that date (as of the exercise or valuation date, as applicable), fair market value for purposes of the Plan means the closing price of Wells Fargo Common Stock on the New Your Stock Exchange as of the date specified. No Option granted under the Plan on or after February 24, 2009 will have an Option Price that is less than the fair market value of Wells Fargo Common Stock on the date the Option is granted. Securities Available for Issuance In connection with the 2009 amendment to the Plan approved by the Committee, the number of shares available for issuance under the Plan has been adjusted pursuant to the terms of the Plan to give effect to the 0.1991 exchange ratio applied to shares of Wachovia common stock in connection with the merger. ). Therefore, the number of shares of Wells Fargo Common Stock that may be issued under the Plan equals the number of shares of Wachovia

common stock remaining available for issuance under the Plan, as previously approved by Wachovia s stockholders, multiplied by 0.1991 (rounded down to the nearest whole share), subject to the adjustments and exclusions provided in the Plan. Change of Control Unless the Committee determines otherwise, on or after January 1, 2009, in the event of any Change of Control (as defined in the Plan) of Wells Fargo, all outstanding Options and SARs shall become vested and exercisable; all restrictions on RSAs and RSUs shall lapse; all performance goals shall be deemed achieved at target levels and all other terms and conditions related thereto shall be deemed to be met; all performance-based Stock Awards shall be delivered; all performance-based unit awards and RSUs shall be paid out as promptly as practicable; and all other Awards shall be delivered or paid. INFORMATION INCORPORATED BY REFERENCE The following documents previously filed by Wells Fargo with the Securities and Exchange Commission ( SEC ) are incorporated herein by reference (other than the portions of those documents not deemed to be filed). All of the documents were filed under SEC File No. 001-02979. Annual Report on Form 10-K for the year ended December 31, 2008; Current Reports on Form 8-K or 8-K/A filed on January 2, 2009, January 13, 2009, January 13, 2009, January 28, 2009, January 28, 2009, February 12, 2009 and February 27, 2009; and The description of Wells Fargo Common Stock contained in Exhibit 99(e) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, including any amendment or report filed to update such description. All reports and definitive proxy or information statements filed by Wells Fargo pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this document and prior to the filing of a post-effective amendment that indicates all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents (other than the portions of those documents not deemed to be filed). 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. Wells Fargo will provide, without charge to each participant upon written request of such person, a copy of any or all of the documents incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents), and of any other documents required to be delivered to participants by SEC rules. Such requests should be directed to the Corporate Secretary, Wells Fargo & Company, MAC N9305-173, Sixth and Marquette, Minneapolis, MN 55479, (612) 667-8655. No person has been authorized to give any information or to make any representation other than as contained herein in connection with the offer contained in this document, and if given or made, such information or representation may not be relied upon as having been authorized by Wells Fargo. This document relates solely to the securities issuable under the Plan, and it may not be used or relied upon in connection with any other offer or sale of securities of Wells Fargo. This document does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in any state or other jurisdiction in which such offer or solicitation may not lawfully be made. Neither the delivery of this document nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of Wells Fargo since the date hereof. 2

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan A.G. Edwards, Inc. 1988 Incentive Stock Plan (2005 Restatement) Wachovia Corporation 1998 Stock Incentive Plan Wachovia Corporation Stock Plan (Amended and Restated as of April 16, 2002) Wachovia Corporation 2001 Stock Incentive Plan Wachovia Employee Stock Retention Plan Golden West Financial Corporation Amended and Restated 1996 Stock Option Plan Westcorp 2001 Stock Option Plan Republic Security Financial Corporation 1997 Performance Incentive Plan SouthTrust Corporation Long-Term Incentive Plan SouthTrust Corporation 2004 Long-Term Incentive Plan EVEREN Capital Corporation 1996 Restricted Stock Incentive Plan EVEREN Capital Corporation 1995 Non-Employee Directors Plan INFORMATION STATEMENT GENERAL This document is dated as of January 2, 2009, and constitutes part of a prospectus covering shares of Wells Fargo & Company common stock, par value $1-2/3 per share, that have been registered under the Securities Act of 1933, as amended. The shares of Wells Fargo common stock are issuable upon exercise of outstanding stock options and with respect to other stock-based awards granted under the above-referenced plans (the Plans ) as a result of the merger on December 31, 2008 of Wachovia Corporation with and into Wells Fargo with Wells Fargo as the surviving corporation in the merger. The following summary of certain provisions of the Plans is qualified in its entirety by reference to the Plans, copies of which, together with additional information about the Plans and their administrator, are available upon request to Executive Compensation, 301 S. Tryon Street, T-4, NC-0951, Charlotte, NC 28288, (888) 383-2203. As a result of the merger, each outstanding option to purchase shares of Wachovia common stock under a Plan, whether vested or unvested, was converted into an option to acquire shares of Wells Fargo common stock. Each such Wells Fargo option has the same terms and conditions as the related Wachovia option (except for those changes that result from the merger or Plan amendment or by operation of law). The number of shares of Wells Fargo common stock subject to each Wells Fargo option equals the number of shares of Wachovia common stock subject to the related Wachovia option multiplied by 0.1991 (rounded down to the nearest whole share). The option price per share of each Wells Fargo option equals the per share option price for the shares of Wachovia common stock which were purchasable pursuant to the related Wachovia option divided by 0.1991 (rounded up the nearest cent). Each Wachovia option which was intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the Code ), will be adjusted in accordance with the requirements of Section 424 of the Code. Also as a result of the merger, any other outstanding Wachovia stock-based awards were converted into Wells Fargo stock-based awards. The number of shares of Wells Fargo common stock subject to such Wells Fargo stock-based award equals the number of shares of Wachovia common stock subject to the related Wachovia stockbased award multiplied by 0.1991. The foregoing description of the terms of conversion of Wachovia options and other stock-based awards into Wells Fargo options and other stock-based awards is qualified in its entirety by reference to the Agreement and Plan of Merger, dated as of October 3, 2008, as amended, between Wachovia and Wells Fargo, a copy of which was included as Appendix A to the final proxy statement-prospectus for the merger filed by Wells Fargo on November 24, 2008 and available on the website of the Securities and Exchange Commission at www.sec.gov. Wells Fargo common stock trades on the New York Stock Exchange under the symbol WFC.

The Plans are not subject to the Employee Retirement Income Security Act of 1974, nor are they qualified plans under Section 401(a) of the Code. Administration As a result of the merger, the Plans are administered by the Human Resources Committee (the Committee ) of the Board of Directors of Wells Fargo (the Board ). Subject to the provisions of the Plans, the Committee has the power and authority to construe and interpret the Plans and awards granted under the Plans. All decisions and determinations by the Committee in exercising this power shall be final and binding upon Wells Fargo and the holders of awards. Award Agreements Some awards granted under the Plans are evidenced by a written agreement (an Award Agreement ), which specifies the times during which and the terms and conditions, consistent with the applicable Plan, upon which an option may be exercised or shares subject to other awards may be acquired. The terms and provisions of such Award Agreement (including the exercise price specified in such Award Agreement) may vary among participants and among different awards granted to the same participant. Awards will expire on the date specified in the Award Agreement subject to earlier termination or forfeiture as a result of the participant s termination of employment as provided in the Award Agreement and/or Plan. The merger does not extend the deadline to exercise an option, and each participant is responsible for tracking the deadline. Participants are urged to review their original grant materials to determine the expiration date of each option. The granting of an award does not confer upon the participant any right to remain as an employee of Wells Fargo or any of its subsidiaries. Unless a Plan or Award Agreement provides otherwise, a participant has no dividend or voting rights with respect to the underlying shares until the applicable option has been exercised or award has vested and Wells Fargo has issued and delivered the shares to the participant. Change of Control Certain of the Plans and/or Award Agreements provide that unvested awards granted thereunder vest automatically upon a change of control of Wachovia. The merger may constitute a change of control for purposes of such Plans and/or Award Agreements, as applicable. If such Plans and/or Award Agreements do not provide for the foregoing, such unvested awards will not vest as a result of the merger but will continue to vest on the same schedule as provided under the applicable Plan and/or Award Agreement. Termination of Employment The applicable Plan and/or Award Agreement sets forth the terms pursuant to which an award may be exercised or vest or may be terminated or forfeited. Participants are encouraged to review such terms to determine the exercisability, vesting, termination and/or forfeiture of awards upon disability, death, retirement or other termination of employment. Amendment of the Plans The Board or the Committee has the right, at any time, to terminate, suspend, or amend the Plans, subject to any restrictions stated in the applicable Plan. Unless a Plan or Award Agreement provides otherwise, the termination or any modification or amendment of the Plans generally may not, without the consent of the participant, affect a participant's rights with respect to benefits previously granted thereunder. 2

Certain Federal Income Tax Consequences The following summary generally describes the material U.S. federal (and not state or local) income tax consequences of awards under the Plans as of the date of this document. The summary is general in nature and does not cover all tax consequences that may apply to a particular participant or to Wells Fargo. The provisions of the Code and the regulations thereunder relating to these matters are complicated and their impact in any case may depend upon the particular circumstances. NQSOs An employee will not be taxed at the time a nonqualified stock option ( NQSO ) is granted. In general, an employee exercising a NQSO will recognize ordinary income equal to the excess of the fair market value on the exercise date of the stock purchased over the option price. Upon subsequent disposition of the stock purchased, the difference between the amount realized and the fair market value of the stock on the exercise date will constitute capital gain or loss. If an employee exercises a NQSO and delivers shares of Wells Fargo common stock as payment for part or all of the option price of the stock purchased, no gain or loss generally will be recognized with respect to the stock delivered, and the employee will recognize income in an amount equal to the excess, if any, of (i) the fair market value on the exercise date of the shares of stock received which are in excess of the number of shares of stock delivered as payment over (ii) the amount of cash paid, if any. This income will be compensation income and will be subject to applicable tax withholding. The employee s basis in the shares received equal in number to the shares delivered as payment generally will be the same as the employee s basis in the delivered shares. The employee s basis in the additional shares received by the exercise of the option will generally be the sum of the amount of ordinary income realized and any cash paid, apportioned pro rata among such additional shares. The employee s holding period in the shares having the transferred basis generally will include the holding period for the shares delivered, and the holding period for the additional shares received by the exercise of the option will commence on the date of exercise. Upon the exercise of a NQSO, Wells Fargo is entitled to an income tax deduction equal to the amount of ordinary income recognized by the employee. ISOs Incentive stock options ( ISOs ) granted under a Plan are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code (the Code ). Under Section 422 of the Code, an employee will not be taxed at the time an ISO is granted and an employee exercising an ISO generally will not be taxed at the time an ISO is exercised. The fair market value of the shares at the time of exercise in excess of the option price is an item of tax preference under the alternative minimum tax rules. Thus, certain employees may increase their federal income tax liability as a result of the exercise of an ISO under the alternative minimum tax rules of the Code. If the Wells Fargo common stock purchased by exercise of an ISO is held for at least one year after the exercise date and at least two years after the date of grant, the difference between the option price and the amount realized upon the subsequent disposition of the stock will constitute long-term capital gain or loss. If such holding periods are not satisfied (an Early Disposition ), the employee will recognize ordinary income to the extent of the lesser of (i) the amount realized on disposition of the stock over the option price or (ii) the excess of the fair market value of the stock on the exercise date over the option price. Any gain realized in excess of the portion considered ordinary income by the employee will be capital gain. If an employee exercises an ISO and delivers shares of Wells Fargo common stock as payment for part or all of the option price of the stock purchased, no gain or loss generally will be recognized with respect to the stock delivered and no tax generally will be payable with respect to such stock or the stock purchased. The participant s tax basis in shares received equal in number to the shares delivered generally will be the same as the participant s tax basis in the delivered shares. The participant s tax basis in the additional shares generally will be equal to any cash paid apportioned pro rata among such additional shares. The participant s holding period in the shares having the transferred tax basis generally will include the holding period for the shares delivered, and the holding period for the additional shares received by the exercise of the ISO will commence on the date of the exercise. If the stock 3

delivered was acquired pursuant to the exercise of an ISO or an option granted under an employee stock purchase plan intended to satisfy Section 423 of the Code and the required holding periods in order to obtain favorable tax treatment relating to such stock are not met as of the date such stock is delivered, the employee will be treated as having sold the stock delivered in an Early Disposition only for purposes of recognizing ordinary income. Wells Fargo will not recognize income, gain or loss upon the granting or exercise of an ISO, nor will it be entitled to any deduction upon the disposition of stock acquired from the exercise of an ISO if the holding periods referred to above are satisfied. If such holding periods are not satisfied, Wells Fargo will be entitled to a deduction in the year of disposition equal to the amount of the ordinary income recognized by the employee. SARs An employee will not be taxed at the time a stock appreciation right ( SAR ) is granted. Upon exercise of a SAR, the participant will recognize ordinary income in an amount equal to the cash or the fair market value of the Wells Fargo common stock received on the exercise date less any cash or other consideration paid (or, if shares of Wells Fargo common stock received upon exercise of a SAR are subject to certain restrictions, upon lapse of those restrictions, unless the participant makes a special tax election under Section 83(b) of the Code, within 30 days after exercise, to have the income recognized at the time of transfer). Such income is compensation income to the employee and is subject to applicable tax withholding. Wells Fargo generally will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income. Stock Awards In general, an employee who has received restricted stock awards ( RSAs ) and who has not made an election under Section 83(b) of the Code to be taxed upon receipt, will include in his or her gross income as compensation income an amount equal to the fair market value of the RSAs at the earlier of the first time the rights of the employee are transferable or any restrictions that constitute a substantial risk of forfeiture under Code Section 83 lapse. Such income is considered compensation income to the employee, subject to applicable tax withholding. An employee may elect under Section 83(b) of the Code, provided such election is made not later than 30 days after the date of such transfer, to be taxed upon receipt of the RSAs. The amount of income to be recognized will be equal to the fair market value of the RSAs at the time it is awarded. Such income is compensation income to the employee and is subject to applicable tax withholding. If an election under Section 83(b) of the Code is not made, the participant s holding period for the RSAs for capital gains purposes will begin on the day after the earlier of the first time the RSAs become transferable or any restrictions that constitute a substantial risk of forfeiture under Code Section 83 lapse. If the participant made an election under Section 83(b), the participant s holding period will begin on the date of grant. Wells Fargo will not recognize income, gain or loss upon the grant of RSAs. Wells Fargo is entitled to a deduction equal to the fair market value of the stock at the time that the employee is required to recognize income, subject to any required income tax reporting. The above discussions are only intended to summarize the current applicable provisions of the Code. The tax consequences of participating in the Plans may vary with respect to individual situations. Individual financial situations may vary and state and local tax consequences may be significant. In particular, the foregoing description does not cover officers subject to Section 16(b) liability under the Securities Exchange Act of 1934, as amended, to whom special rules apply. Therefore, participants should consult their own tax advisors concerning the tax consequences of the grant, exercise or surrender of awards granted under the Plans and the disposition of any stock acquired pursuant to the exercise or vesting of such awards. Participants are encouraged to consult their personal tax advisors with respect to the tax consequences of their particular situations. Tax Withholding The Plans generally provide that tax withholding may be satisfied by withholding cash from the amount of cash to which the participant would be otherwise entitled, or by permitting the participant to elect to have Wells Fargo withhold shares from the number of shares to which the participant would otherwise be entitled or by permitting the participant to tender to Wells Fargo previously owned shares with a value sufficient to satisfy such 4

requirement or to pay the withholding amount in cash. If the participant fails to make an election in accordance with established procedures, Wells Fargo will withhold the appropriate number of shares. INFORMATION INCORPORATED BY REFERENCE The following documents previously filed by Wells Fargo with the Securities and Exchange Commission ( SEC ) are incorporated herein by reference. All of the documents were filed under SEC File No. 001-02979. Annual Report on Form 10-K for the year ended December 31, 2007, including information specifically incorporated by reference into the Form 10-K from Wells Fargo s 2007 Annual Report to Stockholders and Wells Fargo s definitive Notice and Proxy Statement for Wells Fargo s 2008 Annual Meeting of Stockholders; Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008; Current Reports on Form 8-K or 8-K/A filed January 16, 2008, January 24, 2008, January 31, 2008, March 7, 2008, March 12, 2008, March 18, 2008, April 16, 2008, April 23, 2008, May 5, 2008, May 6, 2008, May 19, 2008, May 28, 2008, June 6, 2008, June 13, 2008, July 16, 2008, August 19, 2008, August 26, 2008, August 28, 2008, September 8, 2008, September 10, 2008, September 15, 2008, September 29, 2008, October 3, 2008, October 9, 2008, October 15, 2008, October 30, 2008, November 5, 2008, November 6, 2008, November 13, 2008, November 21, 2008, December 10, 2008, December 11, 2008, December 23, 2008, December 30, 2008, and January 2, 2009 (other than the portions of those documents not deemed to be filed); and the description of Wells Fargo s common stock contained in Exhibit 99(e) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, including any amendment or report filed to update such description. All reports and definitive proxy or information statements filed by Wells Fargo pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this document and prior to the filing of a post-effective amendment that indicates all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents (other than the portions of those documents not deemed to be filed). 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. Wells Fargo will provide, without charge to each participant upon written request of such person, a copy of any or all of the documents incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents), and of any other documents required to be delivered to participants by SEC rules. Such requests should be directed to the Corporate Secretary, Wells Fargo & Company, MAC N9305-173, Sixth and Marquette, Minneapolis, MN 55479, (612) 667-8655. No person has been authorized to give any information or to make any representation other than as contained herein in connection with the offer contained in this document, and if given or made, such information or representation may not be relied upon as having been authorized by Wells Fargo. This document relates solely to the securities issuable under the Plans, and it may not be used or relied upon in connection with any other offer or sale of securities of Wells Fargo. This document does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in any state or other jurisdiction in which such offer or solicitation may not lawfully be made. Neither the delivery of this document nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of Wells Fargo since the date hereof. 5

General THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. Wachovia Corporation AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN This document is dated as of February 19, 2008, and constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act ). The Wachovia Corporation ( Wachovia ) board of directors and stockholders adopted the Amended and Restated 2003 Stock Incentive Plan (as it may be hereafter amended, the Plan ). The purposes of the Plan are to (i) help align the long-term financial interests of participants with those of stockholders; (ii) reinforce a performance-oriented culture/strategy; (iii) incent and reward participants for increasing Wachovia s common stock price over time; (iv) motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of Wachovia s operations are dependent; (v) provide for a direct relationship between annual performance results and executive compensation; and (vi) focus performance on the achievement of short-term objectives consistent with Wachovia s overall long-term strategic objectives. These purposes are intended to be accomplished through the award (each, an Award ) of options to purchase shares ( Options, including incentive stock options ( ISOs ) and nonqualified stock options ( NQSOs )), stock appreciation rights ( SARs ) and awards of shares ( Stock Awards, including awards representing shares of restricted stock ( RSAs ) and restricted stock units ( RSUs )) of Wachovia s common stock, $3.33 1/3 par value ( Common Stock ). The following information relating to the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan. Participants in the Plan may contact Executive Compensation, 301 S. Tryon St, T-11, NC-0951, Charlotte, NC 28288, (704) 383-2200, to obtain a copy of the Plan and additional information about the Plan and its administrators. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974. Administration The Management Resources & Compensation Committee (the Committee ) of Wachovia s Board of Directors (the Board ) is responsible for administration of the Plan. The Committee is authorized to select employees for participation in the Plan, and the extent of their participation, adopt procedures and regulations governing Awards, interpret the Plan, prescribe, amend and rescind rules and regulations relating to the Plan, and make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. In addition, except as otherwise provided in the Plan, in Wachovia s Articles of Incorporation or By-laws, or pursuant to applicable law, the Committee shall have authority, in its sole discretion, to accelerate the date that any Award which was not otherwise exercisable or vested shall become exercisable or vested in whole or in part, extend or modify the period during which an Award may be exercised or vested in whole or in part, and/or modify the other terms and conditions of exercise or vesting of an Award, in each case without any obligation to accelerate such date with respect to any other Awards granted to any participant. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan are final and binding and conclusive for all purposes and upon all persons. Members of the Committee are Wachovia directors who are not officers of Wachovia and are appointed annually by the Board of Directors for a one-year term. Except for adjustments made in accordance with the Plan, in no event shall the Committee have the right, without stockholder approval, to (i) reduce or decrease the Option exercise price (the Option Price ) for an outstanding Option or the SAR exercise price of an SAR, (ii) cancel an outstanding Option or SAR for the purpose of replacing or regranting such Option or SAR with an Option Price or SAR exercise price, as applicable, that is less than the original Option Price or SAR exercise price of the Option or SAR, as applicable, or otherwise reduce the Option Price or SAR exercise price, (iii) increase the number of shares available for issuance under the Plan, or (iv) make other Plan amendments or modifications without stockholder approval where such approval is required by applicable law, rule or regulation. No member of the Committee shall be liable for any action or determination with respect to the Plan, and the members shall be entitled to indemnification and reimbursement in the manner provided in Wachovia s Articles of Incorporation. In the performance of its functions under the Plan, the Committee shall be entitled to rely upon information and advice furnished by Wachovia s officers, accountants, counsel and any other party the Committee deems necessary, and no member of the Committee shall be liable for any action taken or not taken in reliance upon any such advice. Participation 1

Participants in the Plan are selected from among those officers or employees of Wachovia and its affiliates as the Committee shall approve from time to time. In the event of a change in a participant s duties and responsibilities, or a transfer of the participant to a different position, the Committee may terminate any Award granted to such participant or reduce the number of shares of Common Stock subject thereto commensurate with the transfer or change in responsibility, as determined by the Committee in its discretion. The Committee may permit a participant to designate in writing a beneficiary or beneficiaries to whom any benefits under the Plan will inure in case of his death before he receives any or all of such benefits, subject to the terms of the Plan. In the absence of any such designation, any benefits under the Plan remaining at the participant's death will inure to his estate, subject to the terms of the Plan and unless otherwise determined by the Committee. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which Wachovia operates or has employees, the Committee, in its sole discretion, shall have the power and authority to (i) determine which employees (if any) employed outside the United States are eligible to participate in the Plan, (ii) modify the terms and conditions of any Awards made to such employees, and (iii) establish subplans, modify Option exercise and other terms and procedures to the extent such actions may be necessary or advisable. Securities Offered The aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed the sum of (i) 130,000,000 shares, plus (ii) any shares of Common Stock that were subject to any award under the Prior Plans (as defined below) which award is forfeited, cancelled, terminated, expires or lapses for any reason, plus (iii) an additional 50,000,000 shares, subject to adjustment as described below. Prior Plans means all stock incentive compensation plans of Wachovia in existence as of April 22, 2003 (excluding the Plan). The following will not be applied to the share limitations described above: (i) dividends or dividend equivalents paid in cash in connection with outstanding awards, (ii) awards which by their terms may be settled only in cash, (iii) shares and any awards that are granted through the assumption of, or in substitution for, outstanding awards previously granted as the result of a merger, consolidation or acquisition of the employing company pursuant to which it is merged with Wachovia or becomes a direct or indirect subsidiary of Wachovia, and (iv) any shares subject to an award under the Plan which award is forfeited, cancelled, terminated, expires or lapses for any reason. However, the total number of shares subject to an Option or SAR settled in stock will be counted against the share limits described above. Shares subject to the Plan will be authorized but unissued shares of Common Stock. In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, recapitalization, combination or exchange of shares, or other similar corporate change, the number of shares issuable under the Plan and represented by Awards, the aggregate number of shares of Common Stock subject to each outstanding Option, and its stated Option Price, will be adjusted proportionately to reflect such change; provided, however, that fractional shares shall be eliminated. The following limitations shall apply to awards granted under the Plan (subject to adjustment as described above): the aggregate number of shares that may be represented by Options and SARs granted to any single participant in any plan year shall not exceed 1,500,000 (whether such Options and SARs may be settled in shares, cash or any combination of shares and cash); the aggregate number of shares that may be represented by awards made in the form of ISOs shall not exceed 25,000,000; the aggregate number of shares that may be represented by Stock Awards on a share-for-share basis shall not exceed 65,000,000 Shares, which includes the 25,000,000 shares initially reserved for such Awards under the Plan and the 20,000,000 shares reserved for the exclusive use of grants of RSAs or RSUs in lieu of annual incentive cash compensation under the Plan; provided, however, that in the event this full number of shares has been used, Wachovia may grant additional Stock Awards from the remaining available shares as described in the first paragraph under Securities Offered above with each such share of Stock Award counting as five shares against such remaining available shares; and the value of Stock Awards (based on the fair market value of the date the Award is granted) and Operating Committee incentive awards, in the aggregate, which may be awarded to any individual Operating Committee Participant (as defined in the Plan) in a plan year shall not exceed 0.5% of Wachovia s Adjusted Net Income (as defined in the Plan) applicable to the prior plan year. Proceeds received by Wachovia from the issuance of shares upon option exercises will be used for general corporate purposes. Options Each Option will be evidenced by written terms and conditions that will specify the type of Option granted, the Option Price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other terms as the Committee may establish. 2

No Option granted under the Plan will have an Option Price that is less than the fair market value of the Common Stock on the date the Option is granted. As used herein, fair market value means the closing sales price of the Common Stock on the New York Stock Exchange Composite Transactions tape as of the date specified. Each Option will expire at such time as the Committee determines at the time it is granted; provided, however, that no Option will be exercisable later than the tenth anniversary date of its grant date. Options granted under the Plan will be exercisable at such times and be subject to such restrictions and conditions as the Committee may in each instance approve, which need not be the same for all participants. Except as otherwise provided in the Plan, Options that vest solely on the basis of the passage of time (e.g., not on the basis of any performance standards) shall not vest more quickly than ratably over the three-year period from the grant date beginning on the first anniversary of the Option grant. If the fair market value of the shares of Common Stock subject to any ISOs (determined as of the date of grant) exceeds $100,000 (the Excess ISO ), then the fair market value of the shares of Common Stock (determined as of such date) which will become exercisable (irrespective of when such ISO is actually exercised) in the year following the date of grant will be limited to $100,000 and the Excess ISO will not become exercisable until the following year and each year thereafter (subject to the $100,000 limitation per year, plus any unexercised portions thereof on a carryover basis), except for acceleration in the case of termination of employment due to death, disability or retirement. The portion of an Option exercisable in any calendar year as an ISO pursuant to the foregoing is hereinafter referred to as the Exercisable ISO. The Option Price upon exercise of any Option will be payable to Wachovia in full by such methods designated by the Committee in accordance with applicable law, including, (i) in cash or its equivalent, (ii) by tendering shares of previously owned Common Stock having a fair market value at the time of exercise equal to the total Option Price, or (iii) by a combination of (i) and (ii). The proceeds from any cash payment will be added to Wachovia s general funds and used for general corporate purposes. Unless the Committee determines otherwise or as prohibited by applicable law, Options may also be exercised by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to Wachovia the amount of sale proceeds from the shares covered by the Option exercised, together with any withholding taxes due to Wachovia. No ISO or, except as otherwise provided in the applicable Award agreement, NQSO granted under the Plan, may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No ISO or NQSO may be transferred for consideration. An ISO and, except as otherwise provided in the applicable award agreement, NQSO granted to a participant under the Plan will be exercisable during his lifetime only by such participant. Each participant s award agreement shall set forth the extent to which the participant shall have the right to exercise an Option following termination of the participant s employment with Wachovia. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the award agreement entered into with participants, need not be uniform among all Options issued under the Plan, and may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, in the case of an ISO, the tax treatment prescribed under Section 422 of the Internal Revenue Code (the Code ) will not be available if such Option is not exercised (i) within three months after the Date of Termination of Employment unless termination is due to death or disability or (ii) within one year of the Date of Termination of Employment due to disability. If a participant s employment is terminated due to death, the tax treatment prescribed under Section 422 of the Code shall be available if the participant was either an employee on the date of death or an employee within the three-month period prior to the date of death. The Committee may impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, under the requirements of any stock exchange on which such shares are then listed and under any blue sky or state securities laws applicable to such shares. SARs An SAR shall represent a right to receive a payment in cash, Common Stock, or a combination thereof, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised over an amount which shall be no less than the fair market value on the date the SAR was granted (or the Option Price for SARs granted in tandem with an Option) as set forth in the applicable award agreement. Each SAR grant shall be evidenced by an agreement specifying the SAR exercise price, the duration of the SAR, the number of shares of Common Stock to which the SAR pertains, whether the SAR is granted in tandem with the grant of an Option or is freestanding, and such other provisions as the Committee shall determine. Each SAR will expire at such time as the Committee determines at the time it is granted; provided, however, that no SAR will be exercisable later than the tenth anniversary date of its grant. SARs shall be exercisable at such times and subject to such restrictions and conditions as the Committee shall determine. Except as otherwise provided in the Plan, SARs that vest solely on the basis of the passage of time (e.g., not on the basis of any performance 3

standards) shall not vest more quickly than ratably over the three-year period from the grant date beginning on the first anniversary of SAR grant. SARs shall be exercisable by the delivery of a written notice of exercise to Wachovia, setting forth the number of shares of Common Stock with respect to which the SAR is exercised. The date of exercise of an SAR shall be the date on which Wachovia receives notice of exercise. SARs granted in tandem with the grant of an Option may be exercised for all or part of the shares of Common Stock subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. SARs granted in tandem with the grant of an Option may be exercised only with respect to the shares of Common Stock for which its related Option is then exercisable. With respect to SARs granted in tandem with an ISO, (i) such SAR will expire no later than the expiration date of the underlying ISO, (ii) the value of the payout with respect to such SAR may be for no more than 100% of the difference between the Option Price of the underlying ISO and the fair market value of the shares subject to the underlying ISO at the time the SAR is exercised, and (iii) such SAR may be exercised only when the fair market value of the shares subject to the underlying ISO exceeds the Option Price of the ISO. SARs granted independently of an Option may be exercised upon the terms and conditions contained in the applicable award agreement. No fractional shares of Common Stock will be issuable upon the exercise of an SAR and, unless the award agreement provides otherwise, a participant will receive cash in lieu of fractional shares. Except as otherwise provided in the applicable award agreement, SARs granted under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. No SAR may be transferred for consideration. Except as otherwise provided in the applicable award agreement, SARs granted to a participant under the Plan will be exercisable during his lifetime only by such participant. Each participant s award agreement shall set forth the extent to which the participant shall have the right to exercise an SAR following termination of the participant s employment with Wachovia. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the award agreement entered into with participants, need not be uniform among all SARs issued under the Plan, and may reflect distinctions based on the reasons for termination of employment. Stock Awards Stock Awards may be in the form of RSAs, RSUs, performance stock awards, performance unit awards or any other Award made in or denominated in units equivalent to shares of Common Stock. Performance stock awards are Stock Awards granted to a participant which entitle the participant to a payment in shares upon attainment of performance goals and other terms and conditions set by the Committee. Performance unit awards are Stock Awards granted to a participant that entitle the participant to payment in the form of cash upon attainment of performance goals and other terms and conditions specified by the Committee. Performance stock awards and performance unit awards are subject to such other terms and conditions stated in the Plan. The material terms of RSAs and RSUs are described below. All or any part of a Stock Award may be subject to such conditions and restrictions as may be established by the Committee, which may include continuous service with Wachovia, payment of a purchase price, achievement of specific performance goals and/or securities laws restrictions. Except as described herein, Stock Awards granted under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated for such period of time as may be determined by the Committee and specified in the award agreement, or upon earlier satisfaction of other conditions as specified by the Committee and set forth in the award agreement. The Committee may impose such other restrictions on any shares of RSAs granted under the Plan as it may deem advisable including, without limitation, restrictions under applicable federal or state securities laws, and may legend the certificates representing RSAs to give appropriate notice of such restrictions. Except as otherwise provided in the Plan, RSAs or RSUs that vest solely on the basis of the passage of time (e.g., not on the basis of any performance standards) shall not vest more quickly than ratably over the three-year period from the grant date beginning on the first anniversary of the Stock Award. In lieu of issuing certificates representing the shares of RSAs granted under the Plan, the Committee may authorize the transfer agent for the Common Stock to record on Wachovia s stockholder records the number of shares of RSAs granted under the Plan to each recipient thereof and to record any changes thereto as such shares lapse in accordance with the terms of the Plan. Once the shares representing Stock Awards are released from the restrictions on transfer applicable thereto, if any, the participant will be entitled to receive a certificate representing the number of shares to which he may then be entitled to receive in accordance with the terms of the Plan and this grant. During the applicable period of restriction, (i) participants holding RSAs may exercise full voting rights with respect to such shares, (ii) participants holding RSUs shall have no voting rights with respect to such RSUs, (iii) participants holding RSAs shall be entitled to receive all dividends and other distributions paid with respect to such shares while they are so restricted, and (iv) participants holding RSUs shall have no dividend rights with respect to shares subject to such RSUs other than as the Committee may provide. With respect to (iii) above, if any such dividends or distributions are paid in shares, such shares shall be subject to the same restrictions on transferability as the RSAs with respect to which they are paid. Cash dividends paid on shares of RSAs are 4