WELLS FARGO & COMPANY AMENDMENT NO. 1 TO LETTER AGREEMENT DATED AS OF MAY 7, 1999 WITH MARK C. OMAN
Exhibit 10(q)
This Amendment No. 1 (“Amendment No. 1”) to Letter Agreement dated as of May 7, 1999 between
Xxxxx Fargo & Company (“Xxxxx Fargo”), a Delaware corporation, and Xxxx X. Xxxx (“Executive”) (the
“Letter Agreement”) is entered into effective December 29, 2008 (the “Effective Date”).
WHEREAS, pursuant to the terms of the Letter Agreement, Xxxxx Fargo agreed to provide a
special retirement benefit to Executive under a nonqualified, unfunded arrangement; and
WHEREAS, Xxxxx Fargo now desires to amend such Letter Agreement to ensure that such
nonqualified arrangement complies with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and the regulations and guidance issued thereunder;
NOW, THEREFORE, in consideration of the foregoing, Xxxxx Fargo hereby amends the Letter
Agreement as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Xxxxx Fargo & Company Supplemental Cash Balance Plan.
2. Time and Form of Benefit Payment. Executive may file an irrevocable written
election with Xxxxx Fargo on or before December 31, 2008 (which election shall be effective January
1, 2009) that his benefit under the Letter Agreement shall be paid either (a) in a lump sum as soon
as administratively feasible after the January 1 following the calendar year in which his
Separation from Service occurs, but no later than the December 31 of that calendar year, or (b) in
the form of a monthly annuity commencing as soon as administratively feasible after the January 1
following the calendar year in which his Separation from Service occurs, but no later than the
December 31 of that calendar year. If Executive fails to file such an election by December 31,
2008, such benefit shall be paid in a lump sum as soon as administratively feasible after the
January 1 following the calendar year in which the participant’s Separation from Service occurs,
but no later than the December 31 of that calendar year.
3. Six-Month Delay if Specified Employee. If Xxxxx Fargo determines that Executive is
a “Specified Employee” for purposes of Code section 409A, no lump sum or monthly annuity payment
shall be paid to Executive prior to the date that is six months after the date of his Separation
from Service. Any payment that would otherwise be made on an earlier date pursuant to the terms
of Section 2 of this Amendment No.1 shall be delayed to the extent necessary to comply with the
previous sentence.
4. Application of Terms and Conditions under Supplemental Cash Balance Plans. Except
as otherwise provided in the Letter Agreement, payment of the special retirement benefit under the
Letter Agreement shall be subject to the general terms and conditions of the Xxxxx Fargo & Company
Supplemental Cash Balance Plan as if the benefit were payable under said Plan.
| Dated: December 29, 2008 | XXXXX FARGO & COMPANY | |||||
| /s/ Xxxxx X. Xxxxx | ||||||
| By: | Xxxxx X. Xxxxx | |||||
| Senior Vice President, Human Resource | ||||||
