Exhibit 10(b)

                          NORWEST CORPORATION
                   DIRECTORS' STOCK DEFERRAL PLAN
                     (As amended July 1, 1998)



1.  Eligibility.  Each member of the Board of Directors of Norwest 
Corporation (the "Corporation") who is not an employee or officer of 
the Corporation or of any subsidiary of the Corporation shall be 
eligible to participate in the Directors' Stock Deferral Plan (the 
"Plan").

2.  Deferral of Compensation.  Subject to the availability of shares of 
Common Stock under this Plan, an eligible director may elect to defer, 
in the form of shares of the common stock of the Corporation (the 
"Common Stock"), all or a portion of the annual retainer and meeting 
fees payable in cash by the Corporation for his or her service as a 
director for the calendar year (the "Deferral Year") following the year 
in which the deferral election is made.  Such election shall be made 
pursuant to Section 3.

3.  Election to Participate.  An eligible director becomes a 
participant in the Plan by filing not later than December 15 of the 
year preceding the Deferral Year an irrevocable election with the Plan 
Administrator (as defined in Section 15) on a form provided for that 
purpose.  The election to participate shall be effective with respect 
to fees payable for the Deferral Year and after the date indicated on 
the election form.  The election form shall specify an amount to be 
deferred expressed as a percentage of the fees otherwise payable in 
cash for the director's service, one of the payment options described 
in Sections 8 and 9, and the year in which amounts deferred shall be 
paid in a lump sum pursuant to Section 8 or in which installment 
payments shall commence pursuant to Section 9.  The deferral election 
shall be effective only for the Deferral Year specified on the form.  A 
new deferral election form must be filed for each Deferral Year.

4.  Deferred Stock Account.  On the first day of each calendar quarter 
(the "Credit Date"), a participant shall receive a credit to his or her 
account under the Plan (the "Deferred Stock Account").  The amount of 
the credit shall be the number of shares (rounded to the nearest one-
hundredth of a share) determined by dividing the amount of the 
participant's fees earned during the immediately preceding quarter and 
specified for deferral 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 Credit Date or, if the New York Stock Exchange is 
closed on the Credit Date, the next preceding date on which it was 
open.

5.  Dividend Credit.  Each time a dividend is paid on the Common Stock, 
a participant shall receive a credit to his or her Deferred Stock 
Account.  The amount of the dividend credit shall be the number of 
shares (rounded to the nearest one-hundredth of a share) determined by 
multiplying the dividend amount per share by the number of shares 
credited to the participant's Deferred Stock 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 the 
dividend payment date, the next preceding date on which it was open.

6.  Number of Shares Issuable Under the Plan.  Subject to adjustment as 
provided in Section 7, the maximum number of shares of Common Stock 
that may be credited under the Plan is 600,000.

7.  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 shares issuable under the 
Plan shall be increased, decreased, or changed in like manner as if 
such shares had been issued and outstanding, fully paid, and 
nonassessable at the time of such occurrence.

8.  Payment of Deferred Stock Accounts in a Lump Sum.  Unless a 
participant elects pursuant to Section 3 to receive payment of his or 
her Deferred Stock Account in installments as described in Section 9, 
credits to a participant's Deferred Stock Account shall be payable in 
full in cash or in whole shares of Common Stock (together with cash in 
lieu of a fractional share), or in a combination thereof, on February 
28 (or the next succeeding business day if February 28 is not a 
business day) of the calendar year following termination of service as 
a director or such other year as elected by the participant pursuant to 
Section 3.  Amounts paid in cash, including cash in lieu of fractional 
shares, shall be determined based on 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 January 31 immediately preceding the 
date of payment or, if the New York Stock Exchange is closed on that 
date, the next preceding date on which it was open.  If a participant 
dies before receiving all payments to which he or she is entitled under 
the Plan, payment shall be made on February 28 (or the next succeeding 
business day if February 28 is not a business day) of the calendar year 
following the date of death in accordance with the participant's 
designation of a beneficiary on a form provided for that purpose and 
delivered to and accepted by the Plan Administrator or, in the absence 
of a valid designation or if the designated beneficiary does not 
survive the participant, to such participant's estate.  Notwithstanding 
the foregoing, in the event of a Change of Control (as defined in 
Section 17), credits to a participant's Deferred Stock Account as of 
the day immediately prior to the effective date of the transaction 
constituting the Change of Control shall be paid in full to the 
participant or the participant's beneficiary or estate, as the case may 
be, in whole shares of Common Stock (together with cash in lieu of a 
fractional share) on such date.  

9.  Payment of Deferred Stock Accounts in Installments.  A participant 
may elect pursuant to Section 3 to have his or her Deferred Stock 
Account paid in cash in annual installments commencing on February 28 
of the calendar year following termination of service as a director or 
such other year as elected by the participant pursuant to Section 3.  A 
participant's Deferred Stock Account shall be converted from a share 
balance to a cash balance by multiplying the number of shares credited 
as of the Valuation Date (as defined below) immediately prior to the 
first installment payment, 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 Valuation Date or, if the New York Stock 
Exchange is closed on the Valuation Date, the next preceding date on 
which it was open.  The amount of each installment payment shall be a 
fraction of the value of the participant's Deferred Stock Account on 
the January 31 (the "Valuation Date") prior to the date of the 
installment payment, 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.  Beginning on 
the day following the date of the first installment payment, the cash 
balance remaining in the Deferred Stock Account from time to time shall 
bear interest at an annual rate equal to the interest equivalent of the 
secondary market yield for three-month United States Treasury Bills as 
reported for the preceding month in Federal Reserve statistical release 
H.15(519).  The interest rate shall be adjusted monthly, and interest 
shall be credited to the participant's Deferred Stock Account as of the 
last day of each month.  If a participant dies before receiving all 
payments to which he or she is entitled under the Plan, payment in full 
shall be made on February 28 (or the next succeeding business day if 
February 28 is not a business day) of the calendar year following the 
date of death in accordance with the participant's designation of a 
beneficiary on a form provided for that purpose and delivered to and 
accepted by the Plan Administrator or, in the absence of a valid 
designation or if the designated beneficiary does not survive the 
participant, to such participant's estate.  Notwithstanding the 
foregoing, in the event of a Change of Control (as defined in Section 
17) before the first installment payment date, credits to a 
participant's Deferred Stock Account as of the day immediately prior to 
the effective date of the transaction constituting the Change of 
Control shall be paid in full to the participant or the participant's 
beneficiary or estate, as the case may be, in whole shares of Common 
Stock (together with cash in lieu of a fractional share) on such date.  
In the event of a Change of Control after the first installment payment 
date, the remaining cash balance in such participant's Deferred Stock 
Account shall be paid in full to the participant or the participant's 
beneficiary or estate, as the case may be, in cash on the day 
immediately prior to the effective date of the transaction constituting 
the Change of Control.

10.  Nonassignability.  No right to receive payments under the Plan nor 
any shares of Common Stock credited to a participant's Deferred Stock 
Account 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 ("ERISA"), or rules thereunder.  
The designation of a beneficiary by a participant pursuant to Section 8 
or 9 does not constitute a transfer.

11.  Funding.  If the Corporation chooses to fund the credits to the 
Deferred Stock Accounts, the Corporation shall make contributions in 
cash or in shares of Common Stock to the trust described in Section 12.  
Any cash contributions shall be used by the trustee named in Section 12 
to purchase shares of Common Stock within 10 business days after such 
deposit.  Purchase of such shares may be made by the trustee in 
brokerage transactions or by private purchase, including purchase from 
the Corporation.  All shares held by the trust shall be held in the 
name of the trustee.

12.  Trust Fund.  Shares of Common Stock credited to Deferred Stock 
Accounts under the Plan may, in the sole discretion of the Corporation, 
be held and administered in trust (referred to as the "Trust Fund") in 
accordance with the terms of the Plan.  The Trust Fund shall be held 
under a trust agreement between the Corporation and Marquette Bank 
Minneapolis, N.A. as Trustee, or any duly appointed successor trustee.  
All Common Stock in the Trust Fund shall be held on a commingled basis 
and shall be subject to the claims of general creditors of the 
Corporation.

13.  Voting Common Stock.  If any credits made pursuant to this Plan 
are, in the discretion of the Corporation, funded in a trust as 
described in Section 12, the Common Stock held in trust shall be voted 
by the Trustee in its discretion; provided, however, that the 
participant may instruct the Trustee with respect to the voting of a 
number of shares determined by multiplying a fraction, the numerator of 
which is the number of shares credited to the participant's Deferred 
Stock Account and the denominator of which is the total number of 
shares credited to all participants' Deferred Stock Accounts, by the 
total number of shares held by the Trustee for the Plan.  For purposes 
of this section, all numbers of shares shall be determined as of the 
applicable record date.

14.  Unsecured Obligation.  Benefits payable under this Plan shall be 
an unsecured obligation of the Corporation.

15.  Administration.  The Plan shall be administered by the 
Corporation's senior human resources officer (the "Plan 
Administrator"), who shall have the authority to interpret the Plan and 
to adopt procedures for implementing the Plan.

16.  Amendment and Termination.  The Board Affairs Committee of the 
Corporation's Board of Directors may at any time terminate, suspend, or 
amend this Plan; provided, however, that the provisions of Sections 1, 
2, 3, 4, 5, and 6 may not be amended more than once in every six months 
other than to comport with changes in the Internal Revenue Code, ERISA, 
or the rules thereunder.  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 service as a director had 
occurred on the day prior to the date such action was taken, unless 
agreed to by the participant.

17.  Change of Control.  "Change of Control" shall mean either one of 
the following events:

(a) A third person, including a "group" as defined in Section 13(d)(3) 
of the Securities Exchange Act of 1934, as amended, becomes the 
beneficial owner, directly or indirectly, of 25% or more of the 
combined voting power of the Corporation's outstanding voting 
securities ordinarily having the right to vote for the election of 
directors of the Corporation; or

(b) Individuals who constitute the Board of Directors of the 
Corporation as of April 27, 1992 (the "Incumbent Board") cease for any 
reason to constitute at least two-thirds thereof, provided that any 
person becoming a director subsequent to said date whose election, or 
nomination for election by the Corporation's stockholders, was approved 
by a vote of at least three-quarters of the directors comprising the 
Incumbent Board, shall be, for the purposes of this clause (b), 
considered as though such person were a member of the Incumbent Board.

(c)  approval by the stockholders of the Corporation of a 
reorganization, merger, or consolidation, or sale or other disposition 
of all or substantially all of the assets of the Corporation (a 
"Business Combination"), in each case, unless following such Business 
Combination, (i) all or substantially all of the individuals and 
entities who were the beneficial owners of the Outstanding Corporation 
Voting Securities immediately prior to such Business Combination 
beneficially own, directly or indirectly, more than 60% of, 
respectively, the then outstanding shares of common stock and the 
combined voting power of the then outstanding voting securities 
entitled to vote generally in the election of directors, as the case 
may be, of the corporation resulting from such Business Combination 
(including, without limitation, a corporation which as a result of such 
transaction owns the Corporation or all or substantially all of the 
Corporation's assets either directly or through one or more 
subsidiaries) in substantially the same proportions as their ownership, 
immediately prior to such Business Combination of the Outstanding 
Corporation Voting Securities, (ii) no Person (excluding any employee 
benefit plan (or related trust) of the Corporation or such corporation 
resulting from such Business Combination) beneficially owns, directly 
or indirectly, 25% or more of, respectively, the then outstanding 
shares of common stock of the corporation resulting from such Business 
Combination or the combined voting power of the then outstanding voting 
securities of such corporation except to the extent that such ownership 
existed prior to the Business Combination, and (iii) at least a 
majority of the members of the board of directors of the corporation 
resulting from such Business Combination were members of the Incumbent 
Board at the time of the execution of the initial agreement, or of the 
board action, providing for such Business Combination.

18.  Effective Date.  The effective date of the Plan shall be the date 
of approval of the Plan by the holders of the Common Stock.