Exhibit 10(c).
NORWEST CORPORATION
ELECTIVE DEFERRED COMPENSATION PLAN
FOR MORTGAGE BANKING EXECUTIVES
The Norwest Corporation Elective Deferred Compensation Plan for Mortgage
Banking Executives shall be established by Norwest Corporation as a non-
qualified compensation deferral plan.
1. Eligibility. Each employee of Norwest Mortgage, Inc. or its
subsidiaries (the "Company"), a subsidiary of Norwest Corporation (the
"Corporation"), or of any subsidiary of the Corporation or its
subsidiaries substantially involved in the mortgage banking business who
participates in an incentive compensation plan requiring mandatory
deferral of incentive compensation shall be eligible to participate in
the Norwest Corporation Elective Deferred Compensation Plan for Mortgage
Banking Executives (the "Plan"). Mandatory deferrals of incentive
compensation as required by the Participant's primary compensation plan
shall be accomplished pursuant to the appropriate compensation plan, and
voluntary deferrals, if any, shall be subject to the terms of this Plan.
2. Deferral of Compensation. An Eligible Employee may elect to defer
any or all of his or her available Compensation that he or she may earn
from the Corporation or its subsidiaries during the calendar year (the
"Deferral Year") following the year in which the Deferral Election (as
defined in Section 3(a)) is made; provided however, that any other
payroll deductions elected by the Eligible Employee (such as payments
for welfare or retirement benefits or insurance), including FICA taxes,
shall be made before any deferrals are made under this Plan. Such
election shall be made pursuant to Section 3. Available Compensation
shall include (but not be limited to) a Participant's salary, that
portion of the Participant's annual incentive compensation not
mandatorily deferred as required by the Participant's primary
compensation plan and vesting portions of PDA Deferral Accounts as
described in Section 5 hereunder.
3. Election to Participate and Defer Compensation.
a) Participation. An Eligible Employee becomes a Participant in the
Plan by filing not later than December 15 of the year preceding the
Deferral Year an irrevocable election (the "Deferral Election") with the
Plan Administrator (as defined in Section 11) on a form provided for
that purpose. An Eligible Employee who has made a Deferral Election
under this Section for any year and has a Deferral Account (as defined
in Section 4) is deemed a "Participant." The Deferral Election shall be
effective only for the Deferral Year specified. A new Deferral Election
must be filed for each Deferral Year. An Eligible Employee may also
become a Participant by filing a PDA Deferral Election as described in
Section 5.
b) Deferral Election. The Deferral Election shall consist of two
parts: 1) the deferral of incentive pay which is earned throughout the
year and paid after the end of the year, and 2) the deferral of base pay
or incentives, which are paid on a periodic basis during the year. The
employee shall specify in the Deferral Election a) an amount to be
deferred, expressed either as a percentage or a dollar amount of
Compensation otherwise payable in cash to the employee; b) an earnings
option (or options) as described in Section 4; and c) distribution
options described in Section 7.
c) Initial Deferral Election or Initial Eligibility. A newly Eligible
Employee must make a Deferral Election within thirty days of the date
the employee becomes eligible to participate in the Plan to defer
compensation earned in the current year.
4. Deferral Account
a) Earnings Options. The earnings options available for selection in
the Deferral Election are as follows:
i) "Phantom Stock Option", wherein the Account balance earns as though
it were invested in Norwest Corporation Common Stock ("Common Stock").
ii) Norwest Bank Minnesota, N.A. one-year certificate of deposit option
("CD Option").
iii) A selection of registered investment companies chosen by the
Employee Benefit Review Committee of the Corporation ("Fund Option").
A Participant may choose to allocate amounts credited to his or her
account under the Plan (the "Elective Deferral Account") among the
earnings options in increments of five (5) percent. The allocation of
earnings options must be made by the Participant in advance of each
Deferral Year and, once made, cannot be changed for the deferred
Compensation. If the Participant makes no earnings option election, the
Participant will be deemed to have selected the Phantom Stock Option for
that Deferral Year.
b) Periodic Credits. On each pay day on which the deferred Compensation
would otherwise be paid to a Participant, the Participant shall receive
a credit to his or her Deferral Account. The amount of each credit
shall be equal to the amount deducted from the Participant's paycheck
according to his or her Deferral Election, and each credit shall be
accounted for based on the earnings options selected by the Participant
in the Deferral Election. In the case of the Phantom Stock Option, the
credit shall be a number of units each equal in value to a share of
Common Stock ("Phantom Shares") determined in accordance with paragraph
6(b) below.
c) Adjustments. That portion of a Participant's Deferral Account which
is accounted for under each earnings option shall be further adjusted by
an amount determined in accordance with the respective earnings option
as follows:
i) CD Option. Adjustments under the CD Option shall be made monthly as
of the last day of each month. The amount of the adjustment for the CD
Option shall be calculated by multiplying the Participant's average
balance in the CD Option for the month by an earnings factor based on
the interest rate for a Norwest Bank Minnesota, N.A. one-year
certificate of deposit as determined from time to time by the Plan
Administrator.
ii) Fund Option. Adjustments under any Fund Option shall be made monthly
as of the last day of each month. The amount of the adjustment for a
Fund Option shall be calculated by multiplying the Participant's average
balance in the Fund Option for the month by an adjustment factor based
on the reported positive or negative performance for the month of the
registered investment company assets relating to the Fund Option
selected.
iii) Phantom Stock Option. Adjustments under the Phantom Stock Option
shall be made each time a dividend is paid on Common Stock in accordance
with paragraph 6(c) below.
5. Deferral of vesting portions of mandatory deferrals. Elections to
defer portions of a Participant's mandatory deferral account ("PDA
Account") vesting under the terms of the Norwest Corporation Performance
Deferral Award Plan for Mortgage Banking Executives, or from other plans
which may be approved from time to time, shall be allowed, subject to
all provisions of this Plan, the Norwest Corporation Performance
Deferral Award Plan for Mortgage Banking Executives (the "PDA Plan) and
the Participant's primary incentive compensation plan. A Participant
with a PDA Account balance is entitled to make an irrevocable election
(a "PDA Deferral Election") to defer of all or part of his or her
vesting PDA Account balance to the Plan.
Such election must be made on a form provided for that purpose and
accepted by the Plan Administrator by March 31 of the year prior to the
year in which the portion of the PDA vests and would otherwise be
payable under the provisions of the PDA Plan. A PDA Deferral Election
is separate from any other Deferral Election. Compensation deferred
according to a PDA Deferral Election is subject to Earnings and
Distribution Options recorded only on the PDA Deferral Election and is
not subject to Earnings and Distribution Options recorded on the
Deferral Election for any Plan Year.
6. Phantom Stock Option.
a) Accounting. All periodic credits and all adjustments to a
Participant's Deferral Account under the Phantom Stock Option shall be
credited in Phantom Shares. Phantom Shares shall be rounded to the
nearest one-hundredth of a Phantom Share.
b) Determination of Number of Phantom Shares. The number of Phantom
Shares credited to a Participant's Deferral Account under the Phantom
Stock Option shall be determined by dividing the amount of each periodic
credit by the average of the high and low prices per share of Common
Stock reported on the consolidated tape of the New York Stock Exchange
on the last day of each month (or, if the New York Stock Exchange is
closed on that date, on the next preceding date on which it was open).
c) Adjustments Based on Dividends. Adjustments under the Phantom Stock
Option shall be made each time a dividend is paid on Common Stock. The
number of Phantom Shares credited to a Participant's Deferral Account
for such adjustments shall be determined by multiplying the dividend
amount per share of Common Stock by the number of Phantom Shares
credited to the Participant's Deferral Account as of the record date for
the dividend and dividing the product by the average of the high and low
prices per share of Common Stock reported on the consolidated tape of
the New York Stock Exchange on the dividend payment date (or, if the New
York Stock Exchange is closed on that date, on the next preceding date
on which it was open).
d) Adjustments for Certain Changes in Capitalization. If the
Corporation shall at any time increase or decrease the number of its
outstanding shares of Common Stock or change in any way the rights and
privileges of such shares by means of the payment of a stock dividend or
any other distribution upon such shares payable in Common Stock, or
through a stock split, subdivision, consolidation, combination,
reclassification, or recapitalization involving the Common Stock, then
the numbers, rights, and privileges of the Phantom Shares credited under
the Plan shall be increased, decreased, or changed in like manner as if
such Phantom Shares had been issued and outstanding, fully paid, and
nonassessable Common Stock at the time of such occurrence.
7. Distributions. Payment of Deferral Accounts shall be made pursuant
to the Participant's Deferral Election, subject to the following:
a) Upon retirement or a date certain. A Participant may designate in
the Deferral Election distribution of the Deferral Account in either a
lump sum or annual installments for a period of years not to exceed ten
if the Participant elects distribution to be made either :
1) following his or her regular retirement date or early retirement as
defined in Sec. 6.1 or 6.2 of the Norwest Corporation Pension Plan, or
2) in the year or years of the Participant's choosing.
b) Upon death. If a Participant dies before receiving all payments to
which he or she is entitled under the Plan, payment of the balance in
the Deferral Account shall be made in a lump sum on the date 90 days
after the date of the Participant's death to such Participant's estate
or, if the Participant has designated a beneficiary in writing and the
written designation has been delivered to and accepted by the Plan
Administrator prior to the Participant's death, to such beneficiary.
c) Upon disability. If a Participant becomes disabled, as described by
the Norwest Corporation Long-Term Disability Plan, payment of the
balance in the Deferral Account shall be made according to the Deferral
Election, either
1) in a lump sum 60 days after the date of disability,
2) in a lump sum on the February 28 of the first full calendar year
following the year in which the Participant becomes disabled,
3) in two to ten annual installments beginning February 28 of the first
full calendar year following the year in which the Participant becomes
disabled, or
4) on the date when the distribution would have been made had the
Participant not become disabled.
c) Upon other termination of employment. If a Participant terminates
employment with the Corporation, the Company, or any subsidiary or
affiliate thereof prior to regular or early retirement as defined in
Section 6.1 or 6.2 of the Norwest Corporation Pension Plan or disability
as described in the Norwest Corporation Long-Term Disability Plan,
payment of the balance in the Deferral Account shall be made according
to the Deferral Election, either
1) in a lump sum 60 days after the date of termination,
2) in a lump sum on the February 28 of the first full calendar year
following the year in which the Participant's employment terminates,
3) in two to ten annual installments beginning February 28 of the first
full calendar year following the year in which the Participant's
employment terminates, or
4) on the date when the distribution would have been made had the
Participant's employment not terminated.
d) Early Withdrawal. A Participant who wishes to receive payment of
all or part of his or her deferred Compensation on a date earlier than
that specified in the Deferral Election may do so by filing a request
for early withdrawal with the Plan Administrator. In fulfilling the
request, the Plan Administrator will distribute an amount equal to (i)
the entire amounts credited to the Participant's Deferral Account for a
number of Deferral Years sufficient to cover the amount requested,
beginning with the earliest Deferral Year in which the Participant
participated in the Plan, less (ii) an early withdrawal penalty equal to
10% of the amounts credited for such Year(s). The amount distributed
will never be less than the entire amount credited including adjustments
for the full Deferral Year or Years less the 10% early withdrawal
penalty. In determining the sequence of deferrals for purposes of early
withdrawal, any amount deferred according to a PDA Deferral Election
will be considered effective as of the day that amount was deferred.
The Participant shall permanently forfeit the early withdrawal penalty
and shall forfeit eligibility to make Deferral Elections for the two
calendar years following the year in which the early withdrawal is
requested. In no case shall an early withdrawal cause a current
Deferral Election to be suspended or canceled. A Participant may not
request more than one early withdrawal per calendar year.
e) Form of distributions. All distributions shall be payable in cash
for all Deferral Accounts, regardless of the earnings options elected.
Distributions shall be made in lump sums unless an election has been
duly made and accepted to have distributions paid in installments
following retirement or disability.
f) Valuation of Deferral Accounts for distribution.
i) Amounts paid on any February 28 (or the next preceding business day
if February 28 is not a business day) shall be determined based on the
Participant's Deferral Account balance and/or on the price of Common
Stock determined pursuant to Section 6 as of the preceding December 31
(or the next preceding business day if December 31 is not a business
day). Amounts paid as of any other date on which a distribution is made
shall be determined based on the Participant's Deferral Account balance
and/or on the price of Common Stock determined pursuant to Section 6 as
of the end of the month in which the event which triggers distribution
occurs
ii) The amount of each installment payment shall be a fraction of the
value of the Participant's Deferral Account as of the December 31
preceding the date of the installment payment (or the next preceding
business day if December 31 is not a business day), the numerator of
which is one and the denominator of which is the total number of
installments elected (not to exceed ten) minus the number of
installments previously paid. The balance remaining in the Deferral
Account shall continue to be adjusted based on the earnings options
selected by the Participant in the Deferral Election until the Deferral
Account is paid out in full. All installment payments will be made by
pro rata withdrawals from each earnings option elected by the
Participant.
g) Timing of distributions.
i) All lump sum distributions shall be made as designated in the
Deferral Election on either February 28 (or the next preceding business
day if February 28 is not a business day) of the year designated in the
Deferral Election or on the date 60 days following the occurrence of the
event which triggers distribution.
ii) All annual installment distributions shall be made on February 28
(or the next preceding business day if February 28 is not a business
day), commencing on February 28 of the calendar year following
disability or retirement.
8. Non-assignability. No right to receive cash payments under the Plan
shall be assignable or transferable by a Participant other than by will
or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of
1986, as amended ("Internal Revenue Code"), Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or rules
thereunder. The designation of a beneficiary by a Participant does not
constitute a transfer.
9. Withholding of Taxes. Payments under this Plan shall be subject to
the deduction of the amount of any federal, state, or local income
taxes, Social Security tax, Medicare tax, or other taxes required to be
withheld from such payments by applicable laws and regulations.
10. Unsecured Obligation. Benefits payable under this Plan shall be an
unsecured obligation of the Corporation.
11. Administration. The Plan shall be administered by the Senior Vice
President of Human Resources (the "Plan Administrator") or his or her
delegate, who shall have the authority to interpret the Plan, to adopt
procedures for implementing the Plan, and to determine adjustments under
the Plan.
12. Effective Date. The effective date of the Plan shall be January 1,
1995.
13. Amendment and Termination. The Human Resources Committee of the
Corporation's Board of Directors or the Chairman, President or any
Executive or Senior Vice President may at any time terminate, suspend,
or amend this Plan. No such action shall deprive any Participant of any
benefits to which he or she would have been entitled under the Plan if
termination of the Participant's employment had occurred on the day
prior to the date such action was taken, unless agreed to by the
Participant.