Exhibit 10(c)

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

1.  Eligibility.  Each full-time employee of Norwest Corporation (the 
"Corporation") or any of its subsidiaries who participates in the 
Corporation's Executive Incentive Compensation Plan or such other 
incentive compensation plans as may be designated by the Human 
Resources Committee of the Corporation's Board of Directors (each, a 
"Designated Plan") and who has also been selected for participation in 
this Plan by the Human Resources Committee shall be eligible to 
participate in the Employees' Stock Deferral Plan (the "Plan").

2.  Deferral of Incentive Compensation.  Subject to the availability of 
shares of Common Stock under this Plan as determined by the Human 
Resources Committee, an eligible employee may elect to defer, in the 
form of shares of common stock of the Corporation (the "Common Stock"), 
all or a portion of any incentive compensation that he or she may earn 
under a Designated Plan (an "Incentive Award") during 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 employee 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 16) on a form provided for that 
purpose.  The deferral election form shall specify both an amount to be 
deferred, expressed as a percentage of the Incentive Award otherwise 
payable in cash to the employee under the terms of any Designated Plan, 
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 form 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 the month following 
the date on which an Incentive Award would otherwise be paid to the 
participant pursuant to a Designated Plan (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 Incentive Award 
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 700,000.

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 
and subject to Section 14, 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, as the participant shall elect prior to payment, 
on February 28 (or the next succeeding business day if February 28 is 
not a business day) of the calendar year following termination of 
employment 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 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.  
Notwithstanding the foregoing, in the event of a Change of Control (as 
defined in Section 18), 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 estate or beneficiary, 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.  Subject to 
Section 14, 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 (or the next succeeding business day if 
February 28 is not a business day) of the calendar year following 
termination of employment 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 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.  Notwithstanding the foregoing, in the 
event of a Change of Control (as defined in Section 18) 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 estate or beneficiary, 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 estate or beneficiary, 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 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.  Purchases of 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 may, in the sole discretion of the Corporation, be held and 
administered in trust (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 
held 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.  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.

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

16.  Administration.  The Plan shall be administered by the Human 
Resources Committee of the Corporation's Board of Directors (the "Plan 
Administrator"), which shall have the authority to interpret the Plan 
and to adopt procedures for implementing the Plan.

17.  Amendment and Termination.  The Human Resources 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 employment had occurred on the 
day prior to the date such action was taken, unless agreed to by the 
participant.

18.  Change of Control.  "Change of Control" means any one of the 
following events:

(a) the acquisition by any individual, entity, or group (within the 
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of 25% or more of the combined voting power of the then 
outstanding voting securities of the Corporation entitled to vote 
generally in the election of directors (the "Outstanding Corporation 
Voting Securities"); provided, however, that for purposes of this 
subsection (a), the following acquisitions shall not constitute a 
Change of Control:  (i) any acquisition directly from the Corporation, 
(ii) any acquisition by the Corporation, (iii) any acquisition by any 
employee benefit plan (or related trust) sponsored or maintained by the 
Corporation or any corporation controlled by the Corporation, or (iv) 
any acquisition by any corporation pursuant to a transaction which 
complies with clauses (i), (ii), and (iii) of subsection (c) below; 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 such date whose election, or 
nomination for election, by the stockholders of the Corporation was 
approved by a vote of at least three-fourths of the directors 
comprising the Incumbent Board shall, for the purposes of this clause, 
be considered as though such person were a member of the Incumbent 
Board, but excluding, for this purpose, any such individual whose 
initial assumption of office occurs as a result of an actual or 
threatened election contest with respect to the election or removal of 
directors or other actual or threatened solicitation of proxies or 
consents by or on behalf of a Person other than the Incumbent Board; or

(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.

19.  Effective Date.  The effective date of the Plan shall be 
determined by the Human Resources Committee of the Board of Directors 
after approval of the Plan by the holders of Common Stock.