AMENDMENT NO. 2 TO THE WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST

                                                                  EXHIBIT 99.3

                                   AMENDMENT NO. 2
                                        TO THE
                                XXXXX FARGO & COMPANY
                     TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST


     WHEREAS, Xxxxx Fargo & Company (the "Company"), approved and adopted the
Xxxxx Fargo & Company Incentive and Savings Plan as renamed effective January 1,
1984, the Xxxxx Fargo & Company Tax Advantage Plan and as subsequently renamed
effective January 1, 1991, the Xxxxx Fargo & Company Tax Advantage and
Retirement Plan (the "Plan") and Trust Agreement (the "Trust") which were
originally effective January 1, 1971, most recently restated generally effective
January 1, 1987 and subsequently amended;

     WHEREAS, the Xxxxx Fargo & Company Retirement Plan was merged into the Plan
effective January 1, 1991, the Citizens Bank of Costa Mesa Profit Sharing Plan
was merged into the Plan effective January 1, 1991 and assets from the Marine
Midland Thrift Incentive Plan were transferred to the Plan effective October 10,
1995;

     WHEREAS, effective April 1, 1996 the Company acquired First Interstate
Bancorp;

     WHEREAS, First Interstate Bancorp sponsored the First Interstate Bancorp
Employee Savings Plan, which plan continued in effect through June 30, 1996 and
effective July 1, 1996 was merged into the Plan and existing assets thereof were
held under a separate trust until September 1, 1996 at which time the assets
were transferred to the Trust under the Plan;

     WHEREAS, certain changes are necessary to be made to the Plan, some of
which relate to the merger of the First Interstate Bancorp Employee Savings Plan
into the Plan;

     WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;

     NOW THEREFORE RESOLVED, that Section 1 is amended effective January 1,
1987, Section 1 is amended effective July 1, 1994, Section 13 is amended
effective January 1, 1995, Sections 1, 4, 10 and 11 are amended effective
January 1, 1996, Sections 1 and 8 are amended effective May 1, 1996, Sections 2,
9, 11 and Appendix B are amended effective July 1, 1996, Sections 1 and 18 are
amended effective October 13, 1996, Sections 1 and 5 are amended effective
January 1, 1997 and Section 3 is amended effective February 3, 1997 as follows:

EFFECTIVE JANUARY 1, 1987:

1.   Section 1 is amended to restate Subsection 1.41 in its entirety as follows:

     1.41  "Participant". The Plan status of an Eligible Employee after he or
           she completes the eligibility requirements and enters the Plan as
           described in Section 2.1. An Eligible Employee who makes a Rollover
           Contribution prior to completing the eligibility requirements as
           described in Section 2.1 shall be considered a Participant, except
           for purposes of provisions related to Contributions (other than a
           Rollover Contribution) and Participant loans and an individual not
           otherwise a Participant on whose behalf assets are transferred to
           the Plan from a predecessor plan as merged herein shall be
           considered a Participant, except for purposes of provisions related
           to Contributions. A Participant's participation continues until his
           or her employment with all Related Companies ends and his or her
           Account is distributed or forfeited.


                                          1


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



EFFECTIVE JULY 1, 1994:

1.   Section 1 is amended to restate Subsection 1.3 in its entirety as follows:

     1.3   "Adjusted Service Date". A date equal to an Employee's hire date or
           as that date may be adjusted as a result of (i) an Employee's
           termination of employment with all Related Companies and
           reemployment with a Related Company or (ii) an Employee's service
           with a predecessor or acquired company. Notwithstanding, an
           Employee's service with an entity determined to be a predecessor
           entity after June 30, 1994 or an entity acquired after June 30, 1994
           shall not be included in the determination of an Employee's Adjusted
           Service Date for purposes of determining an Employee's eligibility
           for and allocation of Company Plus Contributions and Retirement
           Contributions as set forth in Section 5.

EFFECTIVE JANUARY 1, 1995:

1.   Section 13 is amended to restate Subsection 13.2 in its entirety as
     follows:

     13.2  Maximum Annual Addition

           The Annual Addition to a Participant's accounts under the Plan and
           any other defined contribution plan maintained by any Related
           Company for any Plan Year shall not exceed the lesser of (1) 25% of
           his or her Taxable Income or (2) $30,000 (as adjusted for the cost
           of living pursuant to Code section 415(d)).

EFFECTIVE JANUARY 1, 1996:

1.   Section 1 is amended to restate Subsection 1.57 in its entirety as follows:

     1.57  "Trustee". BZW Barclays Global Investors, National Association,
           known as Barclays Global Investors, National Association effective
           October 15, 1996.

2.   Section 4 is amended to restate the Heading thereof and Subsection 4.2 each
     in its entirety as follows:

     4     ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED
           PLANS

           4.2 Transfers From and To Other Qualified Plans

                 The Administrator may instruct the Trustee to receive assets
                 in cash or in-kind directly from another qualified plan or
                 transfer assets in cash or in-kind directly to another
                 qualified plan; provided that receipt of a transfer should not
                 be directed if:

                 (a)   any amounts are not exempted by Code section
                       401(a)(11)(B) from the annuity requirements of Code
                       section 417 unless the Plan complies with such
                       requirements; or


                                          2



XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



                 (b)   any amounts include benefits protected by Code section
                       411(d)(6) which would not be preserved under applicable
                       Plan provisions.

                 The Trustee may refuse the receipt of any transfer if:

                 (a)   the Trustee finds the in-kind assets unacceptable; or

                 (b)   instructions for posting amounts to Participants'
                       Accounts are incomplete.

                 Such amounts shall be posted to the appropriate Accounts of
                 Participants as of the date received by the Trustee.

3.   Section 10 is amended to restate Subsection 10.2 in its entirety as
     follows:

     10.2  In-Service Withdrawal Application and Notice

           A Participant shall apply for any in-service withdrawal in such
           manner and with such advance notice as prescribed by the
           Administrator. The Participant shall be provided withdrawal
           information to include the notice prescribed by Code section 402(f).

           After the aforementioned withdrawal information is provided, an
           in-service withdrawal may commence as soon as administratively
           possible, but not less than eight days thereafter if such
           distribution is one to which Code sections 401(a)(11) and 417 apply,
           if:

           (a) the Participant is clearly informed that he or she has the
               right to a period of at least 30 days after receipt of such
               withdrawal information to consider his or her withdrawal
               options; 

           (b) the Participant after receiving such withdrawal information,
               affirmatively elects a Direct Rollover for all or a portion,
               if any, of his or her in-service withdrawal which shall
               constitute an Eligible Rollover Distribution or alternatively
               elects to have all or a portion made payable directly to him
               or her, thereby not electing a Direct Rollover for all or a
               portion thereof; and

           (c) the Participant's election includes Spousal Consent if such
               in-service withdrawal is one to which Code sections 401(a)(11)
               and 417 apply. 

           Code sections 401(a)(11) and 417 do not apply to in-service
           withdrawals as described in this Section other than such in-service
           withdrawals described in Section 10.11 and then if the Participant's
           Account includes a Retirement Account or the Participant elects an
           annuity form of payment.

4.   Section 11 is amended to restate Subsection 11.1, the Title of Subsection
     11.13 and items (a) and (d) thereof each in its entirety as follows:


                                          3


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



     11.1  Benefit Information, Notices and Election

           A Participant, or his or her Beneficiary in the case of his or her
           death, shall be provided with information regarding optional times
           and forms of distribution available, including the notice prescribed
           by Code section 402(f). Subject to the other requirements of this
           Section, a Participant, or his or her Beneficiary in the case of his
           or her death, may elect, in such manner and with such advance notice
           as prescribed by the Administrator, to have his or her vested
           Account balance paid to him or her beginning upon any Settlement
           Date following the Participant's termination of employment with all
           Related Companies or, if earlier, as set forth in Section 11.8. 

           After the aforementioned distribution information is provided, a
           distribution may commence as soon as administratively possible, but
           not less than eight days thereafter if such distribution is one to
           which Code sections 401(a)(11) and 417 apply, if:

           (a) the Participant is clearly informed that he or she has the
               right to a period of at least 30 days after receipt of such
               distribution information to consider the decision as to
               whether to elect a distribution and if so to elect a
               particular form of distribution and to elect or not elect a
               Direct Rollover for all or a portion, if any, of his or her
               distribution which shall constitute an Eligible Rollover
               Distribution;

           (b) the Participant after receiving such distribution information,
               affirmatively elects a distribution and a Direct Rollover for
               all or a portion, if any, of his or her distribution which
               shall constitute an Eligible Rollover Distribution or
               alternatively elects to have all or a portion made payable
               directly to him or her, thereby not electing a Direct Rollover
               for all or a portion thereof; and

           (c) the Participant's election includes Spousal Consent if such
               distribution is one to which Code sections 401(a)(11) and 417
               apply.

     11.13 XXXX and QPSA Definitions, Information and Elections

           (a) Annuity Starting Date. The first day of the first period for
               which an amount is payable as an annuity, or, in the case of a
               benefit not payable in the form of an annuity, the first day
               on which all events have occurred which entitle the
               Participant to such benefit. Such date shall be a date no
               earlier than the expiration of the seven-day period that
               commences the day after the information described in the QJSA
               Information to a Participant paragraph below is provided to
               the Participant.

           (d) QJSA Information to a Participant. No more than 90 days before
               the Annuity Starting Date, each Participant shall be given a
               written explanation of (1) the terms and conditions of the
               QJSA, (2) the right to a period of at least 30 days after
               receipt of the written explanation to make an election to
               waive this form of payment and choose an optional form of
               payment and the effect of this election, (3) the right to
               revoke this election and the


                                          4


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



                 effect of this revocation, and (4) the need for Spousal
                 Consent.

EFFECTIVE MAY 1, 1996:

1.   Section 1 is amended to reverse the order of Subsections 1.17 and 1.18, to
     then restate Subsections 1.17 and 1.35 each in its entirety as follows:

     1.17  "Disability" or "Disabled". An inability to engage in any
           substantially gainful activity by reason of any medically
           determinable physical or mental impairment which can be expected to
           result in death or which has lasted or can be expected to last for a
           period of at least 12 months, such determination to be made by the
           Administrator in its sole discretion.

     1.35  "Leave of Absence". A period during which an individual is deemed to
           be an Employee, but is absent from active employment, provided that
           the absence was authorized by a Related Company, including any such
           period due to military service in the United States armed forces and
           the individual returns to active employment within the period during
           which he or she retains employment rights under federal law.

           A Leave of Absence for an Employee who is not receiving pay (except
           for sick pay or supplemental short-term disability pay) shall expire
           no later than 30 months from (i) the date of Disability for an
           Employee who is Disabled or (ii) the commencement of the Leave of
           Absence for any other Employee. An Employee whose Leave of Absence
           continues through such 30 month maximum period shall be discharged
           from his or her employment with all Related Companies on the date
           his or her Leave of Absence expires or, if later, May 1, 1996.
           Effective January 1, 1998, the preceding reference to "for an
           Employee who is not receiving pay (except for sick pay or
           supplemental short-term disability pay)" shall not apply.

           The provisions of the preceding paragraph shall not apply to an
           Employee on Leave of Absence due to military service in the United
           States armed forces.

2.   Section 8 is amended to restate Subsection 8.2 in its entirety as follows:

     8.2   Full Vesting Upon Certain Events

           A Participant's entire Account shall become fully vested once he or
           she has attained his or her Normal Retirement Date as an Employee,
           is determined to be Terminally Disabled as an Employee or upon his
           or her termination of employment with all Related Companies by
           reason of his or her Disability or death.

EFFECTIVE JULY 1, 1996:

1.   Section 2 is amended to restate Subsection 2.1 in its entirety as follows:



                                          5


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



     2.1   Eligibility

           All Participants as of July 1, 1996 shall continue their eligibility
           to participate. Each other Eligible Employee shall become a
           Participant on the first day of the next month after the date he or
           she completes a 12-month Period of Employment. The eligibility
           period begins on the date an Employee's Period of Employment
           commences.

           Notwithstanding, with regard to an individual who became an Employee
           on April 1, 1996 as a result of the Company's acquisition of First
           Interstate Bancorp, if he or she is an Eligible Employee on July 1,
           1996 and on or before June 30, 1996 has completed a three-month
           Period of Employment (thereby satisfying the participation
           requirements that would have otherwise been in effect under the
           First Interstate Bancorp Employee Savings Plan) he or she shall
           become a Participant on July 1, 1996.

2.   Section 9 is amended to restate Subsections 9.8, 9.9 and 9.13 each in its
     entirety as follows: 

     9.8   Interest Rate

           The interest rate charged on Participant loans shall be a fixed
           reasonable rate of interest, determined from time to time by the
           Administrator, which provides the Plan with a return commensurate
           with the prevailing interest rate charged by persons in the business
           of lending money for loans which would be made under similar
           circumstances. Effective as of January 1, 1996, the interest rate
           charged on Participant loans shall be equal to the prime rate
           published in the Wall Street Journal at the time the loan is
           processed, plus 2%. If multiple prime rates are published in the
           Wall Street Journal, the prime rate selected shall be the rate
           closest to the last prime rate used for this purpose.

           Notwithstanding the above, the interest rate with regard to a
           Participant loan transferred to this Plan from the Citizens Bank of
           Costa Mesa Profit Sharing Plan or a Participant loan transferred to
           this Plan from the First Interstate Bancorp Employee Savings Plan,
           shall be the interest rate on such loan in effect on the date of
           transfer.

     9.9   Repayment

           Substantially level amortization shall be required of each loan with
           payments made at least monthly. Loans shall be repaid through
           payroll deduction during any period the Participant is eligible for
           payroll deduction. Loans may be prepaid in full or in part at any
           time. The Participant may choose the loan repayment period, not to
           exceed 4 years. However, the term may be for any period not to
           exceed 10 years if the purpose of the loan is to acquire the
           Participant's principal residence.

           Notwithstanding the above, the repayment period with regard to a
           Participant loan transferred to this Plan from the Citizens Bank of
           Costa Mesa Profit Sharing Plan


                                          6


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



           or a Participant loan transferred to this Plan from the First
           Interstate Bancorp Employee Savings Plan, shall be the repayment
           period on such loan in effect on the date of transfer.     

     9.13  Call Feature

           The Administrator shall call any Participant loan after a
           Participant's employment with all Related Companies has terminated
           or if the Plan is terminated, except that with regard to a
           Participant loan transferred to this Plan from the First Interstate
           Bancorp Employee Savings Plan on behalf of a Participant who at the
           time of transfer was not an Employee (or such loan would not have
           otherwise been called pursuant to the terms of the First Interstate
           Bancorp Employee Savings Plan or any loan policy related thereto),
           the Administrator shall have the right to call the Participant's
           loan upon the earliest of a determination that the loan is in
           default, the Participant's commencement of distribution in
           accordance with Section 11 or termination of the Plan.

3.   Section 11 is amended to restate Subsections 11.3 and 11.8 each in its
     entirety as follows:

     11.3  Payment Form and Medium

           Except to the extent otherwise provided by Section 11.5, a
           Participant may elect to be paid in any of these forms:

           (a) a single sum,

           (b) periodic installments over a period not to exceed the life
               expectancy of the Participant and his or her Beneficiary,

           (c) a single life annuity or a joint and 50% or 100% survivor
               annuity, or

           (d) a single life annuity with a 5-, 10- or 15-year term certain.

           A Participant who elects payment of his or her benefit in the form
           of periodic installments may make a separate election for his or her
           initial installment. The Participant may elect that his or her
           initial installment be (i) a specified dollar amount paid in cash
           plus whole shares of Company Stock and cash in lieu of fractional
           shares representing the balance of his or her investment in the
           Company Stock Fund or (ii) whole shares of Company Stock and cash in
           lieu of fractional shares representing the balance of his or her
           investment in the Company Stock Fund.

           A Participant who commences payment of his or her benefit in the
           form of periodic installments may (i) change the payment frequency
           and/or amount (other than to zero) of his or her periodic
           installment at any time, and without restriction as to the number of
           such changes that may be made, or (ii) change the amount of his or
           her periodic installment to zero concurrent with an election to be
           paid the


                                          7


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



           remainder of his or her benefit in the form of a single sum or an
           annuity as provided above.

           A Beneficiary of a Participant who dies before payments have
           commenced in accordance with this Section, may elect payment of his
           or her benefit in the form of a single sum or a single life annuity.
           A Beneficiary of a Participant who dies after payments have
           commenced in accordance with this Section, will be paid his or her
           benefit in the form elected by the Participant, except that if such
           form was periodic installments, the Beneficiary may elect payment of
           the remainder of his or her benefit in the form of a single sum. 

           Any annuity option permitted will be provided through the purchase
           of a non-transferable single premium contract from an insurance
           company which must conform to the terms of the Plan and which will
           be distributed to the Participant or Beneficiary in complete
           satisfaction of the benefit due. Any commissions or other fees and
           expenses charged by the insurance company shall be charged against
           and thus reduce the Participant's or Beneficiary's benefit.

           Distributions other than annuity contracts shall be made in cash,
           except to the extent a distribution consists of a distribution of an
           offset amount as described in Section 9.13 (a loan call) and with
           regard to an initial installment payment or a single sum payment,
           except to the extent a Participant elects that the balance of his or
           her investment in the Company Stock Fund be paid in the form of
           whole shares of Company Stock and cash in lieu of fractional shares.

           With regard to the portion of a distribution representing an
           Eligible Rollover Distribution, a Distributee may elect a Direct
           Rollover for all or a portion of such amount.

     11.8  Latest Commencement Period

           In addition to any other Plan requirements and unless a Participant
           elects otherwise, his or her benefit payments shall begin not later
           than 60 days after the end of the Plan Year in which he or she
           attains his or her Normal Retirement Date or retires, whichever is
           later. However, if the amount of the payment or the location of the
           Participant (after a reasonable search) cannot be ascertained by
           that deadline, payment shall be made no later than 60 days after the
           earliest date on which such amount or location is ascertained but in
           no event later than as described below. A Participant's failure to
           elect in such manner as prescribed by the Administrator to have his
           or her vested Account balance paid to him or her, shall be deemed an
           election by the Participant to defer his or her distribution.

           Unless the Participant is subject to an exception below, benefit
           payments shall begin by the April 1 immediately following the end of
           the calendar year in which the Participant attains age 702, whether
           or not he or she is an Employee. The exceptions to this rule include
           the following:

           (a) Birth before July 1, 1917. Distribution for an Employee who
               was born


                                          8


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



                 before July 1, 1917 does not need to begin until his or her
                 employment with all Related Companies ends; and

           (b) TEFRA Transitional Rule. Where a Participant had 1) accrued a
               benefit under the Plan (or a predecessor plan as merged
               herein) before July 1, 1984, and 2) designated a method of
               distribution which would not have disqualified the trust under
               Code section 401(a)(9) as in effect prior to amendment by the
               Deficit Reduction Act of 1984, and 3) such designation was in
               writing signed by the Participant before January 1, 1984,
               distribution to such Participant (or his Beneficiary) need not
               begin prior to termination of his or her employment with all
               Related Companies.

           If benefit payments cannot begin at the time required because the
           location of the Participant cannot be ascertained (after a
           reasonable search), the Administrator may, at any time thereafter,
           treat such person's Account as forfeited subject to the provisions
           of Section 18.5.

4.   Appendix B is amended to add the details related to the mapping of account
     balances from the First Interstate Bancorp Employee Savings Plan as set
     forth beginning on page 13.

EFFECTIVE OCTOBER 13, 1996:

1.   Section 1 is amended to add a new Subsection 1.58 and to redesignate each
     subsequent Subsection as follows:

     1.58  "USERRA". The Uniformed Services Employment and Reemployment Rights
           Act of 1994, as amended.

2.   Section 18 is amended to add a new Subsection 18.2 and to redesignate each
     subsequent Subsection as follows:

     18.2  Compliance With USERRA

           Notwithstanding any provision of the Plan to the contrary, with
           regard to an Employee who after serving in the uniformed services is
           reemployed on or after December 12, 1994, within the time required
           by USERRA, contributions shall be made and benefits and service
           credit shall be provided under the Plan with respect to his or her
           qualified military service (as defined in Code section 414(u)(5)) in
           accordance with Code section 414(u). Furthermore, notwithstanding
           any provision of the Plan to the contrary, Participant loan payments
           may be suspended during a period of qualified military service.

EFFECTIVE JANUARY 1, 1997:

1.   Section 1 is hereby amended to delete Subsections 1.18, 1.19 and 1.20, to
     redesignate all subsequent Subsections and to restate Subsections 1.20 and
     1.39 (formerly Subsections 1.23 and 1.42, respectively) each in its
     entirety as follows:



                                          9


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



     1.20  "Eligible Employee". An Employee of an Employer who is compensated
           on a salaried or full-commission basis and on its U.S. payroll,
           except any Employee who is treated as an Employee because he or she
           is a Leased Employee.

           An Eligible Employee shall not include (and has not at any time
           included) any individual during any period he or she is not
           classified as a common-law employee by an Employer, without regard
           to whether such individual is subsequently determined to have been a
           common-law employee of that Employer during that period.

     1.39  "Pay". All amounts paid to an Eligible Employee by an Employer while
           a Participant during the current period as (1) base salary or wage
           (which includes vacation pay, salary continuance pay, sick pay and
           supplemental short-term disability pay but does not include
           severance pay paid in the form of a lump sum related to a notice of
           termination occurring on or after January 16, 1997) and (2)
           performance awards (which includes awards under the Basic,
           Management and Executive Incentive Pay Plans, discretionary bonuses
           and monetary awards from incentive plans, but which excludes awards
           in which the amount to be paid in cash is determined first and then
           the taxable amount of the award is grossed up to include applicable
           taxes), but only to the extent that inclusion of performance awards
           does not cause Pay to exceed $100,000.

           Pay is neither increased nor decreased by any salary credit or
           reduction pursuant to Code sections 125 or 402(e)(3). Pay is limited
           to $150,000 (as indexed for the cost of living pursuant to Code
           sections 401(a)(17) and 415(d)) per Plan Year.

           For purposes of the Contributions described in Section 5.2 and 5.3,
           the limitations as described in the third paragraph of Section 1.12
           shall also apply.

2.   Section 5 is amended to restate items (a) and (b) of Subsection 5.1 and
     items (a) and (b) of Subsection 5.3 each in its entirety as follows:

     5.1   Company Match Contributions

           (a) Frequency and Eligibility. Subject to Section 5.1 (c), for
               each payroll period for which Participants' Contributions are
               made, the Employer shall make Company Match Contributions, as
               described in the following Allocation Method paragraph, on
               behalf of each Participant who contributed during the payroll
               period.

           (b) Allocation Method. The Company Match Contributions (including
               any Forfeiture Account amounts applied as Company Match
               Contributions in accordance with Section 8.5) for each payroll
               period shall be equal to a percentage of each eligible
               Participant's Pre-Tax Contributions for the payroll period as
               set forth below, provided that no Company Match Contributions
               (and Forfeiture Account amounts) shall be made based upon a
               Participant's Contributions in excess of 4% of his or her Pay.


                                          10


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST





                          YEARS OF                PERCENTAGE
                        VESTING SERVICE          MATCHING RATE
                      ----------------          --------------
                                             
                          Less than 3                 50%
                           3 or more                 100%


          The Employer may change the 50% and 100% matching rates or the 4% of
          considered Pay to any other percentages, including 0%, by amending the
          Plan and notifying eligible Participants in sufficient time to adjust
          their Contribution elections prior to the start of the payroll period
          for which the new percentages apply.

     5.3  Retirement Contributions

          (a)  Frequency and Eligibility. Subject to Section 5.3 (c), for each
          payroll period, the Employer shall make a Retirement Contribution on
          behalf of each Participant who was an Eligible Employee at any time
          during the payroll period.

          (b)  Allocation Method. The Retirement Contribution (including any
          Forfeiture Account amounts applied as Retirement Contributions in
          accordance with Section 8.5) for each payroll period, shall be equal
          to 4% of each eligible Participant's Pay plus, for certain eligible
          Participants, an additional amount as described in the following
          paragraph, and except that "6% of each eligible Participant's Pay"
          shall be substituted for the preceding reference to "4% of each
          eligible Participant's Pay" for an eligible Participant with an
          Adjusted Service Date of after December 31, 1991 or an eligible
          Participant with an Adjusted Service Date of on or before December 31,
          1991 and who is 100% vested in his or her Retirement Account at the
          beginning of the payroll period.

               A transition contribution shall be contributed for each eligible
          Participant who (i) was an Eligible Employee at any time during the
          payroll period, who (ii) was born before January 2, 1940 and after
          January 1, 1920, (iii) on January 1, 1985 had at least a five year
          Period of Employment and (iv) on December 31, 1984 was a participant
          in the Xxxxx Fargo & Company Retirement Plan (a defined benefit
          pension plan terminated effective December 31, 1984) as follows: 



                         IF BIRTH DATE IS:
                         -----------------
                                                               ADDITIONAL
                     AFTER              AND BEFORE            PERCENTAGE OF
                 JANUARY 1 OF:          JANUARY 2 OF:      RETIREMENT PAY IS:
                 -------------          -------------      ------------------
                                                     
                    1938                   1940                   .5%
                    1936                   1938                   1.0%
                    1934                   1936                   1.5%
                    1932                   1934                   2.0%



                                          11


XXXXX FARGO & COMPANY                                            AMENDMENT NO. 2
TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST




                                                     
                    1930                   1932                   2.5%
                    1928                   1930                   3.0%
                    1926                   1928                   3.5%
                    1924                   1926                   4.0%
                    1922                   1924                   4.5%
                    1920                   1922                   5.0%



          Notwithstanding the above, effective for payroll periods prior to
          January 1, 1988, a transition contribution was not made on behalf of
          such an eligible Participant for any payroll period commencing on or
          after the date he or she attained the age of 65.







                                          12


XXXXX FARGO & COMPANY                                                  AMENDMENT

TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



EFFECTIVE FEBRUARY 3, 1997:


1.   Section 3 is amended to restate Subsection 3.7, including the Title
     thereof, in its entirety as follows:


     3.7  Posting and Tax Considerations


          Participants' Pre-Tax Contributions may only be made through payroll
          deduction. Such amounts shall be paid to the Trustee in cash and
          posted to each Participant's Account. Pre-Tax Contributions shall be
          treated as Contributions made by an Employer in determining tax
          deductions under Code section 404(a). 




Date:                             ,19        XXXXX FARGO & COMPANY
       ---------------------------   ----

                                             By:
                                                 -------------------------------


                                                       Title:
                                                              ------------------






                                          13


XXXXX FARGO & COMPANY                                                  AMENDMENT

TAX ADVANTAGE AND RETIREMENT PLAN AND TRUST



The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.


Date:                             ,19        BARCLAYS GLOBAL INVESTORS, NATIONAL
       ---------------------------   ----    ASSOCIATION


                                        By:
                                                 -------------------------------

                                                  Title:
                                                              ------------------

Date:                             ,19        BARCLAYS GLOBAL INVESTORS, NATIONAL
       ---------------------------   ----    ASSOCIATION


                                             By:
                                                 -------------------------------

                                                       Title:
                                                              ------------------




                                          14