Exhibit 10(c).
NORWEST CORPORATION
ELECTIVE DEFERRED COMPENSATION PLAN
FOR MORTGAGE BANKING EXECUTIVES
(Amended and Restated August 1, 1997)
1. Restatement of Plan. On November 22, 1994, the Board of Directors of
Norwest Corporation, a Delaware corporation (the "Corporation"), authorized
the creation of a nonqualified, unfunded, elective deferral plan known as the
"Norwest Corporation Elective Deferred Compensation Plan for Mortgage Banking
Executives" (the "Prior Plan Statement") for the purpose of allowing a
select group of management and highly compensated employees of the Corporation
and its subsidiaries who are substantially involved in the mortgage banking
business and who participate in an incentive compensation plan requiring
mandatory deferral of incentive compensation to defer the receipt of
compensation which would otherwise be paid to those employees. The
Corporation reserved the power to amend or terminate the Prior Plan Statement
by action of the Human Resources Committee of the Corporation's Board of
Directors. The Human Resources Committee desires to exercise that reserved
power of amendment by the adoption of this amended and restated Plan Statement
(hereinafter referred to as the "Plan").
2. Eligibility. Each highly compensated employee of the Corporation or any
of its subsidiaries who is substantially involved in the mortgage banking
business and who either participates in an incentive compensation plan
requiring mandatory deferral of incentive compensation or has been selected
for participation in this Plan by the Plan Administrator (as defined in
Section 11) or such officers of the Corporation to which the Plan
Administrator has delegated its authority, shall be eligible to participate in
the Plan (each, an "Eligible Employee").
3. Deferral of Compensation. An Eligible Employee may elect to defer
pursuant to Section 4(A)(2) all or a portion of the Eligible Employee's
"Regular Compensation" (salary, bonus and incentive compensation not
mandatorily deferred as required under the incentive compensation plan) that
the Eligible Employee 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 4(A)(1)) is made. An Eligible
Employee may elect to defer all or a portion of the vested portion of the
Eligible Employee's interest in the PDA Plan pursuant to Section 4(B).
However, any other payroll deductions elected by the Eligible Employee or
required by law (such as payments for welfare or retirement benefits or
insurance), including FICA taxes, shall be made before any deferrals are made
under this Plan.
4. Election to Participate and Defer Compensation.
A) Deferral of Regular Compensation.
1) Participation. Except as provided in Section 4(A)(3) as to new
Eligible Employees, an Eligible Employee becomes a Participant in the Plan by
filing, during an enrollment period specified by the Plan Administrator but no
later than December 15 of the year preceding the Deferral Year, an irrevocable
election (the "Deferral Election") with the Plan Administrator. An Eligible
Employee who has made a Deferral Election under this Section for any Deferral
Year and has a Regular Deferral Account 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. Amounts deferred
under a Regular Compensation Deferral Election shall be credited to a
"Regular Deferral Account" established under the Plan for the Eligible
Employee.
2) Deferral Election. A Deferral Election shall consist of the
Eligible Employee's election to defer Regular Compensation, election of
earnings option(s) as described in Section 5(A), and election of the time and
form of distribution of amounts deferred as described in Section 7. An
Eligible Employee may elect to defer, in any combination, all or part of the
Eligible Employee's (a) base salary earned and paid on a periodic basis
throughout the Deferral Year, (b) certain incentive pay earned throughout the
Deferral Year and paid after the end of the Deferral Year, and (c) commissions
and other periodic incentive payments paid during the Deferral Year. The
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Eligible Employee shall specify for each Regular Compensation category an
amount to be deferred per pay period, expressed either as a percentage or a
dollar amount.
3) Initial Deferral Election or Initial Eligibility. A new
Eligible Employee must make a Deferral Election within thirty days of the date
the Eligible Employee becomes eligible to participate in the Plan in order to
defer Regular Compensation earned in the current Deferral Year.
4) Early Withdrawal. A Participant may request to receive
payment of all or part of the Participant's deferred Regular Compensation on a
date earlier than that specified on the Deferral Election by filing with the
Plan Administrator a request for early withdrawal. Such payment will be made
from the earliest Deferral Year(s) in which the Participant has participated
in the Plan. Regular Deferral Accounts will be distributed in the order in
which the Accounts were established. For the appropriate Deferral Year(s),
Regular Deferral Account accruals to date shall be disbursed completely, less
a 10% early withdrawal penalty on the amount distributed. The 10% penalty
assessed for early withdrawal will be permanently forfeited by the Participant
and will be credited to the Corporation. Further, the Participant shall
forfeit eligibility to defer Regular Compensation and vested PDA Plan amounts
during the two Deferral Years following the year in which the early withdrawal
is made, but in no case shall an early withdrawal cause a current Deferral
Election (Regular Compensation or PDA Plan amounts) to be suspended or
canceled. In no case may a Participant make more than one early withdrawal
per calendar year pursuant to this Section A(4) or Section B(3).
B) Deferral of PDA Plan Amounts.
1) Participation. An Eligible Employee may file, during an
enrollment period specified by the Plan Administrator, an irrevocable election
(a "PDA Deferral Election") with the Plan Administrator no later than March
31 of the year prior to the year in which the Eligible Employee's portion of
the Norwest Corporation Performance Deferral Award Plan for Mortgage Banking
Executives, or from other plans which may be approved from time to time by the
Plan Administrator (the "PDA Plan") vests and would otherwise be payable
under the provisions of the PDA Plan. An Eligible Employee who has made a PDA
Deferral Election under this Section for any Deferral Year is deemed a
"Participant." Each PDA Deferral Election pertains only to the specific
portion of the PDA Plan that vests in that Deferral Year. Amounts deferred
under a PDA Deferral Election shall be credited to a "PDA Deferral Account"
established under the Plan for the Eligible Employee.
2) Deferral Election. A PDA Deferral Election shall consist
of the Eligible Employee's election to defer the vested portion of the PDA
Plan attributable to the Eligible Employee that would otherwise be payable
under the PDA Plan during the Deferral Year. The Eligible Employee shall
specify on the PDA Deferral Election the percentage or dollar amount to be
deferred, the earnings option(s) as described in Section 5(A), and the time
and form of distribution of amounts deferred as described in Section 7.
3) Early Withdrawal. A Participant may request to receive
payment of all or part of the Participant's PDA Deferral Account on a date
earlier than that specified on the PDA Deferral Election by filing with the
Plan Administrator a request for early withdrawal. Such payment will be made
from the earliest PDA Deferral Election Deferral Years. PDA Deferral Accounts
will be distributed in the order in which the Accounts were established
following distribution of all funds from Regular Deferral Accounts. For the
appropriate Deferral Year(s), PDA Deferral Account accruals to date shall be
disbursed completely, less a 10% early withdrawal penalty on the amount
distributed. The 10% penalty assessed for early withdrawal will be
permanently forfeited by the Participant and will be credited to the
Corporation. Further, the Participant shall forfeit eligibility to defer
Regular Compensation and vested PDA Plan amounts during the two Deferral Years
following the year in which the early withdrawal is made, but in no case shall
an early withdrawal cause a current Deferral Election (Regular Compensation or
PDA Plan amounts) to be suspended or cancelled. In no case may a Participant
make more than one early withdrawal per calendar year pursuant to this Section
B(3) or Section A(4).
5. Deferral Account.
A) Earnings Options. The earnings options available for selection on
the Deferral Election are as follows:
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1) "Phantom Stock Option," wherein the Account balances earn
as though they were invested in Norwest Corporation Common Stock ("Common
Stock").
2) Norwest Bank Minnesota, N.A. one-year certificate of
deposit option ("CD Option").
3) A selection of registered investment companies chosen by
the Employee Benefit Review Committee of the Corporation ("Fund Option").
A Participant must choose to allocate amounts credited to the Participant's
Regular Deferral Account and PDA Deferral Account among the earnings options
in increments of five (5) percent. Except as provided in Section 4(A)(3) as
to new Eligible Employees, the initial election of earnings options must be
made by the Participant in advance of each Deferral Year. After the initial
election of earnings options, Participants shall be entitled to change their
earnings options each January 1 by filing an irrevocable written earnings
option election form with the Plan Administrator at least thirty (30) days
prior to the January 1 effective date.
B) Periodic Credits. On each pay day that deferred Regular
Compensation and/or PDA Plan amounts would otherwise be paid to a Participant,
the Participant shall receive a credit to the Participant's Regular Deferral
Account and/or PDA Deferral Account. The amount of each credit shall be equal
to the amount deferred from the Participant's Regular Compensation and/or PDA
Plan amounts. Each credit shall be accounted for based on the earnings
options selected by the Participant on the Regular Compensation Deferral
Election or PDA Deferral Election.
C) Adjustments. Subject to Section 5(C)(4), that portion of a
Participant's Regular Deferral Account or PDA Deferral Account that is
accounted for under each earnings option shall be further adjusted by an
amount determined in accordance with the respective earnings option as
follows:
1) 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.
2) 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.
3) Phantom Stock Option. Adjustments under the Phantom
Stock Option shall be made each time a dividend is paid on Common Stock in
accordance with Section 6(C) below.
4) No Adjustments After Valuation. No adjustment shall be
made to a Participant's Regular Deferral Account or PDA Deferral Account with
respect to a lump sum payment or an installment payment after the valuation
date used to determine the amount of such payment pursuant to Section 7(F).
6. Phantom Stock Option.
A) Accounting. All periodic credits and all adjustments to a
Participant's Regular Deferral Account or PDA Deferral Account (the "Deferral
Accounts") under the Phantom Stock Option shall be credited in Phantom Shares
of Common Stock. Phantom Shares of Common Stock shall be rounded to the
nearest ten-thousandth of a share.
B) Determination of Number of Phantom Shares. The number of Phantom
Shares of Common Stock credited to a Participant's Deferral Accounts 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 is open).
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C) Adjustments Based on Dividends. Subject to Section 5(C)(4),
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 Accounts 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 Accounts 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 is 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 issuable 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 at the time of such occurrence.
7. Distributions. Payment of Regular Deferral Accounts and PDA Deferral
Accounts shall be made pursuant to the Participant's Deferral Election and PDA
Deferral Election, subject to the following:
A) Upon Retirement or Date-Certain Distribution. A Participant may
designate on the Deferral Election or PDA Deferral Election that distribution
of the Regular Deferral Account or PDA Deferral Account shall be made either
in a lump sum or in annual installments over a period of years not to exceed
ten if the Participant elects distribution to commence upon retirement or a
date certain. For this purpose, retirement means the Participant is entitled
to regular retirement or early retirement as defined in Section 6.1 or 6.2 of
the Norwest Corporation Pension Plan.
B) Upon Disability. A Participant may designate on the Deferral
Election or PDA Deferral Election that distribution of the Regular Deferral
Account or PDA Deferral Account shall be made either in a lump sum or in
annual installments over a period of years not to exceed ten if the
Participant becomes disabled as described in the Norwest Corporation Long-Term
Disability Plan. The Participant may also specify on the Deferral Election or
PDA Deferral Election that such disability shall not cause a distribution
before the originally elected distribution commencement date.
C) Upon Death. If a Participant dies before receiving all payments
under the Plan, payment of the balance of the Participant's Regular Deferral
Account and PDA Deferral Account shall be made to the Participant's designated
beneficiary in the form and manner designated in the Deferral Election or PDA
Deferral Election or in a lump sum at the request of the designated
beneficiary, but not sooner than 90 days following the date of the
Participant's death. To be valid, a beneficiary designation must be in
writing and the written designation must have been delivered to and accepted
by the Plan Administrator prior to the Participant's death.
If at the time of the Participant's death there is not on file a fully
effective beneficiary designation form, or if the designated beneficiary did
not survive the Participant, the person or persons surviving at the time of
the Participant's death in the first of the following classes of beneficiaries
in which there is a survivor, shall be entitled to receive the balance of the
Participant's Regular Deferral Account and PDA Deferral Account. If a person
in the class surviving dies before receiving the balance (or the person's
share of the balance in case of more than one person in the class) of the
Participant's Regular Deferral Account and PDA Deferral Account, that person's
right to receive the Participant's Regular Deferral Account and PDA Deferral
Account will lapse and the determination of who will be entitled to receive
the Participant's Regular Deferral Account and PDA Deferral Account will be
determined as if that person predeceased the Participant.
(1) Participant's surviving spouse
(2) Equally to the Participant's children, except that if any
of the Participant's children predecease the Participant but leave descendants
surviving, such descendants shall take by right of representation the share
their parent would have taken if living
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(3) Participant's surviving parents equally
(4) Participant's surviving brothers and sisters equally
(5) Representative of the Participant's estate.
D) Upon Other Termination of Employment. If a Participant terminates
employment with the Corporation prior to the Participant's 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, or death, the Regular Deferral Account and PDA Deferral
Account will be paid in a lump sum or in annual installments over a period of
years not to exceed ten years to the Participant in accordance with the
elections made on the termination of employment section of the Deferral
Election and PDA Deferral Election.
E) Form of Distributions. All distributions from Regular Deferral
Accounts and PDA Deferral Accounts shall be payable in cash.
F) Valuation of Deferral Accounts for Distribution.
1) The amount of the distribution in cash 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 Regular Deferral Account and
PDA Deferral Account balances (and, if applicable, the price of Common Stock)
as of the preceding December 31 (or the next preceding business day if
December 31 is not a business day). The amount of the distribution in cash as
of any other date on which a distribution is made shall be determined based on
the Participant's Regular Deferral Account and PDA Deferral Account balance
(and, if applicable, the price of Common Stock) as of the end of the month in
which the event which triggers distribution occurs. Earnings adjustments to
amounts that have been valued for distribution shall cease as of the date used
to value such amounts.
2) The amount of each installment payment shall be a fraction
of the value of the Participant's Regular Deferral Account and PDA 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 Participant's Regular Deferral
Account and PDA Deferral Account shall continue to be adjusted based on the
earnings options selected by the Participant on the Participant's Deferral
Election or PDA Deferral Election until the valuation date used to determine
the amount of the last payment. All installment payments will be made by pro
rata withdrawals from each earnings option elected by the Participant.
8. Nonassignability. No Participant or beneficiary shall have any interest
in any Deferral Account which can be transferred, nor shall any Participant or
beneficiary have any power to anticipate, alienate, dispose of, pledge or
encumber the same while in the possession or control of the Corporation, nor
shall the Corporation recognize any assignment thereof, either in whole or in
part, nor shall any Deferral Account be subject to attachment, garnishment,
execution following judgment or other legal process while in the possession or
control of the Corporation. The designation of a beneficiary by a Participant
does not constitute a transfer.
9. Withholding of Taxes. Distributions 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. The obligation of the Corporation to make payments
under this Plan constitutes only the unsecured (but legally enforceable)
promise of the Corporation to make such payments. The Participant shall have
no lien, prior claim or other security interest in any property of the
Corporation. The Corporation is not required to establish or maintain any
fund, trust or account (other than a bookkeeping account or reserve) for the
purpose of funding or paying the benefits promised under this Plan. If such a
fund is established, the property therein shall remain the sole and exclusive
property of the Corporation. The Corporation will pay the cost of this Plan
out of its general assets. All references to accounts, accruals, gains,
losses, income, expenses, payments, custodial funds and the like are included
merely for the purpose of measuring the Corporation's obligation to
Participants in this Plan and shall not be construed to impose on the
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Corporation the obligation to create any separate fund for purposes of this
Plan.
11. Administration. For purposes of Section 3(16)(A) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), the Plan Administrator
shall be the Human Resources Committee of the Corporation's Board of
Directors. The Plan Administrator or its delegatee shall have the authority
to interpret the Plan, to adopt procedures for implementing the Plan, and to
determine adjustments under the Plan.
12. Amendment and Termination. The Board of Directors or the Human Resources
Committee of the Corporation's Board of Directors may at any time terminate,
suspend, or amend this Plan; provided, however, that if necessary to maintain
the availability of the exemption contained in Rule 16b-3, or any successor
regulation, under the Securities Exchange Act of 1934, as amended, for
transactions pursuant to this Plan, the provisions of this Plan relating to
the amount, price and timing of awards pursuant to this Plan may not be
amended more than once in every six months other than to comport with changes
in the Internal Revenue Code or ERISA, or the rules thereunder. No such
action shall deprive any Participant of any benefits to which the Participant
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.
13. Effective Date. This restated Plan is generally effective August 1,
1997, except that the provisions of Section 5(A) allowing changes to earnings
options elections for Regular Deferral Accounts will be effective January 1,
1998, unless the Chairperson of the Human Resources Committee of the
Corporation's Board of Directors takes action in writing to delay the
effectiveness of such provisions. Once effective, the provisions of Section
5(A) will apply to all earnings options elections, regardless of when made.
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