EXHIBIT 10(c)
NORWEST CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended and restated effective September 28, 1999)
1. PURPOSE
The purpose of the Norwest Corporation Deferred Compensation Plan for
Non-Employee Directors (the "Plan") is to provide an opportunity for
non-employee members of the Board of Directors of the former Norwest
Corporation, now known as "Wells Fargo & Company" (the "Corporation"), to
defer cash compensation which they received for personal services rendered
in their capacity as directors of the Corporation and to receive a return
on such amounts, at their election, based on either the interest
equivalent on three-month U. S. Treasury Bills or an investment in the
common stock of the Corporation with all dividends reinvested . The Plan
is intended to maximize the effectiveness and flexibility of these
directors' compensation arrangements, and to aid in attracting and
retaining individuals of outstanding abilities and skills for service on
the Corporation's Board of Directors (the "Board").
2. EFFECTIVE DATE
The effective date of the Plan is September 1, 1987, and the effective date
after which a director may have deferred compensation credited to his or
her Phantom Stock Account or Deferred Cash Account, as defined below, is
November 24, 1987. No compensation earned after December 31, 1998, may be
deferred pursuant to the Plan.
3. ADMINISTRATION
As used herein, the term "Administrator" shall refer to the Corporation's
Senior Vice President - Compensation and Benefits prior to September 28,
1999, and the Corporation's Director of Human Resources on and after such
date. The Administrator shall have the authority to adopt rules for
carrying out the Plan and to interpret and implement the provisions of the
Plan. The determinations of the Administrator shall be conclusive and
binding on all participants.
4. ELIGIBILITY
Any person who was a member of the Board but was not an officer or employee
of the Corporation or of a subsidiary of the Corporation ("Non-Employee
Director") during the period compensation could have been deferred in
accordance with paragraph 2 hereof was eligible to participate in the
Plan. Any Non-Employee Director who elected to defer such compensation in
accordance with paragraph 5 hereof is a Plan participant, and his or her
status as a participant shall continue until the date of the last payment
to him or her pursuant to paragraph 7 hereof.
5. ELECTION TO DEFER
(a) IN GENERAL - Each participant has made one or more elections, in
accordance with the terms of this paragraph 5, to defer receipt of all
or a part of the cash compensation (annual retainers and meeting
attendance fees) otherwise payable to him or her during the period
covered by paragraph 2 hereof with respect to all or a portion of a
calendar year during which he or she served on the Board and
committees thereof and to have such deferred amounts credited either
to such Non-Employee Director's Deferred Cash Account (the "Deferred
Cash Account") or Phantom Stock Account (the "Phantom Stock Account").
(b) EFFECTIVE DATE OF ELECTION - The initial election to defer related to
compensation earned commencing as of the beginning of the first
calendar month following the initial election and ending on the last
day of the calendar year of the initial election. Subsequent
elections to defer related to compensation earned during any
subsequent calendar year, and were not effective unless made and
received in writing by the Administrator prior to January 1 of such
calendar year. A participant's election to defer is irrevocable,
except as provided hereinafter in paragraph 5(d). The initial
election remained in effect unless and until a participant filed a
subsequent election form with the Administrator prior to January 1 of
the year such subsequent election was to be effective. A properly and
timely filed election form took effect January 1 of the year
following the year of its delivery to the Administrator.
(c) MANNER OF ELECTION - The Administrator provided all individuals
entitled to make the election to defer with an election form prior to
the time by which an election to defer was required to have been
made. This election form included the following items, which were
required to have been completed in full in order for the election to
be effective.
(1) The deferred amount, expressed as a percentage of the total
compensation to be earned during the calendar year to which
the election related;
(2) The percentage of the deferred amount to be credited to the
Deferred Cash Account or the Phantom Stock Account; and
(3) The year in which distribution was to commence and form of
distribution, which shall be either a lump sum or up to
10 annual installments.
Every participant who may have elected the payment of any deferred
compensation to be made to him or her or a beneficiary on February 28
in any year beginning with 2000 shall be deemed to have elected such
payment to be made on the March 1 immediately following such February
28.
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(d) ONE-TIME RETIREMENT ELECTION - In the case of each participant who has
elected to receive payments of deferred compensation from a Phantom
Stock Account in installments and which installments have not
commenced as of September 28, 1999, such participant may, at any one
time commencing January 1 of the final year of his or her service as a
Non-Employee Director and continuing until December 31 of the year
preceding the date of the payment of the first installment of deferred
compensation to him or her, irrevocably elect to instruct the
Administrator to deduct any amount or the entire amount then credited
to such participant's Phantom Stock Account and to credit the same
amount to such participant's Deferred Cash Account. If such election
is timely received, it shall take effect on the later of March 1
immediately following the date of receipt of the election or the
earliest date permitted without penalty to the participant pursuant to
Section 16 of the Securities Exchange Act of 1934. For this purpose,
a phantom stock unit shall be valued at the closing price per share of
the Corporation's common stock as reported on the consolidated tape of
the New York Stock Exchange for the trading day next preceding such
effective date.
(e) DESIGNATION OF BENEFICIARY - A participant may from time to time
designate a beneficiary or beneficiaries and/or revoke his or her
beneficiary designation and file a new beneficiary designation with
the Administrator. The most recent such designation shall apply to
all of the participant's account balances under the Plan.
6. DEFERRED COMPENSATION ACCOUNTS
(a) IN GENERAL - There has been established for each participant a
Deferred Cash Account and a Phantom Stock Account for the purpose of
recording amounts deferred for such participant under the Plan. A
participant who elected to defer compensation for credit to the
Deferred Cash Account received a credit to his or her Deferred Cash
Account as of the first day of each calendar quarter of the amount of
such compensation for the immediately preceding quarter that would
have been payable to the participant in the absence of an election to
defer. A participant who elected to defer compensation for credit to
the Phantom Stock Account received a credit to his or her Phantom
Stock Account in the number of whole and fractional phantom stock
units equal to the whole and fractional shares of the Corporation's
common stock (rounded to the nearest one-hundredth share) which the
amount of compensation deferred for the immediately preceding quarter
could have purchased at the average of the highest and lowest prices
as reported on the consolidated tape of the New York Stock Exchange as
of the first day of each calendar quarter (or, if the New York Stock
Exchange was closed on said date, the next preceding date on which it
was open).
(b) UNSECURED OBLIGATIONS - All amounts deferred pursuant to the Plan and
credited to a deferred compensation account shall be unsecured
obligations of the Corporation and each participant's right thereto
shall be as an unsecured general creditor of the Corporation.
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(c) INTEREST AND DIVIDEND CREDIT - All deferred compensation in a
participant's Deferred Cash Account shall bear interest from the date
credited to the participant's Deferred Cash Account until paid in
accordance with paragraph 7 hereof during each month at a rate per
annum 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
"Release"), which shall be credited to each participant's Deferred
Cash Account as of the last day of each month. If the Release ceases
to be available, the Administrator shall determine the interest rate
payable with respect to Deferred Cash Accounts and shall promptly
inform the participants in writing of such determination. Each time a
dividend is paid with respect to the Corporation's common stock, each
whole and fractional phantom stock unit then credited as of the
dividend record date to a participant's Phantom Stock Account shall be
deemed to have received a phantom dividend at the same per share rate,
and such participant's Phantom Stock Account shall be credited with
whole and fractional phantom stock units (rounded to the nearest
one-hundredth unit). The additional stock units to be credited to a
participant's Phantom Stock Account are equal to the number of whole
and fractional shares of the Corporation's common stock that could
have been purchased with the phantom dividend, if paid prior to
December 1, 1999, at the average of the highest and lowest prices as
reported on the consolidated tape of the New York Stock Exchange on
the date a dividend on the Corporation's common stock is paid (or the
next preceding day on which the New York Stock Exchange was open, if
it was closed on a dividend payment date) and, if paid on or after
December 1, 1999, at the closing price as reported on the
consolidated tape of the New York Stock Exchange for the trading day
next preceding the dividend payment date.
7. PAYMENT OF DEFERRED COMPENSATION
(a) IN GENERAL - No withdrawal or payment shall be made from the
participant's deferred compensation accounts, except as provided in
this paragraph 7. Payments of deferred compensation made in 1999 and
prior years were made on February 28, and payments of deferred
compensation to be made in 2000 and subsequent years shall be made on
March 1 or as soon thereafter as administratively practicable.
(b) DATE OF FIRST PAYMENT AND PAYMENT FROM DEFERRED CASH ACCOUNT -The
value of a participant's Deferred Cash Account shall be payable in
cash in a lump sum or up to 10 annual installments commencing on the
date elected, or deemed elected, by a participant (or the next
succeeding business day if such date is not a business day) of the
first full calendar year following termination of such participant's
service as a Non-Employee Director, or in any other year which begins
at least 12 months following the year in which the deferred
compensation otherwise would have been paid. The amount of each
installment payment from the Deferred Cash Account shall be a fraction
of the value of the participant's Deferred Cash Account on the
business day preceding each installment payment date, the numerator of
which is one and the denominator of
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which is the total number of installments elected minus the number of
installments previously paid.
(c) DATE OF FIRST PAYMENT AND PAYMENT FROM PHANTOM STOCK ACCOUNT - In the
case of payments of deferred compensation made from Phantom Stock
Accounts on or prior to February 28, 1999, an amount in cash equal to
the value of the number of shares of common stock of the Corporation
credited to the participant's Phantom Stock Account determined at the
average of the highest and lowest prices reported on the consolidated
tape of the New York Stock Exchange for the day seven days before the
date elected by the participant for distribution (or the next
preceding day on which the New York Stock Exchange was open, if it was
closed on said day) was payable to the participant in a lump sum or up
to 10 annual installments beginning the first full calendar year
following termination of a participant's service as a Non-Employee
Director, or any other year elected by the participant which began at
least 12 months following the year in which the deferred compensation
otherwise would have been paid. If a Non-Employee Director elected
to commence payments of deferred compensation from a Phantom Stock
Account on or prior to February 28, 1999, the entire cash amount
credited to his or her Phantom Stock Account on the February 28 of the
full calendar year following his or her termination was deemed to have
been credited to his or her Deferred Cash Account on said date and
said amount, together with interest as described in paragraph 6(c)
will be paid as elected by the participant in accordance with
paragraph 5 hereof. Commencing March 1, 2000, and on each March 1
thereafter, the amount of each cash payment from a Phantom Stock
Account on each payment date elected, or deemed elected, by a
participant (or on the next succeeding business day if such March 1
shall not be a business day) shall be based on the value of the
Account using the closing price of the common stock of the Corporation
as reported on the consolidated tape of the New York Stock Exchange
for the trading day next preceding the payment date. The amount of an
installment payment made from a Phantom Stock Account shall be a
fraction of the value of the Account, valued each year as hereinabove
provided, the numerator of which is one and the denominator of which
is the total number of installments elected minus the number of
installments previously paid.
(d) IN EVENT OF DEATH - If a participant dies before he or she has
received all payments to which he or she is entitled under the Plan,
payment shall be made 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. In the absence of a valid
designation, or if the designated beneficiary does not survive the
participant, all remaining payments due hereunder shall be made as
promptly as administratively practicable to such participant's estate.
(e) CHANGE OF CONTROL - At the time of an election, a participant may
also have elected to have all amounts deferred pursuant to this
Plan become payable immediately in cash if (i) a third person,
including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934,
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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 (ii) individuals who
constitute the Board of Directors of the Corporation as of November
24, 1987 (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 purposes of this clause (ii),
considered as though such person were a member of the Incumbent
Board. Any such payment shall be made in cash on the business day
immediately preceding the effective date of the transaction
constituting the Change of Control. The value of a participant's
Phantom Stock Account for purposes of a distribution under this
paragraph 7(e) shall be the closing price of the common stock of
the Corporation as reported on the consolidated tape of the New
York Stock Exchange for the trading day immediately preceding the
date of payment pursuant to this paragraph 7(e).
8. 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 number of phantom stock units credited to the
Phantom Stock Accounts of all participants 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.
9. AMENDMENT
This Plan may be amended, modified, suspended or terminated by action of
the Board or the Board Affairs Committee, or any successor committee, of
the Board; provided however, that if at the time of any such proposed
amendment, modification, suspension or termination, any member of such
committee does not satisfy the requirements applicable to committee
approval contained in regulations of the Securities and Exchange Commission
promulgated under Section 16 of the Securities Exchange Act of 1934, and
applicable interpretations thereof, any such amendment, modification,
suspension or termination must be approved by the Board. No amendment,
modification, suspension or termination of the Plan will adversely affect
any benefits to which a participant would have been entitled under the Plan
if termination of the participant's service as a Non-Employee Director had
occurred on the day prior to the date such action was taken, unless agreed
to by the participant.
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10. NON-ASSIGNABILITY
No right to receive payments hereunder shall be assignable or
transferable by a participant, except as provided in paragraph 7(d).
No right to receive distributions under the Plan will be assignable or
transferable by a participant except 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, Title I
of the Employee Retirement Income Security Act, or rules thereunder.
The designation of a beneficiary by a participant as provided in
paragraph 5(e) does not constitute an assignment or transfer.
11. NO GUARANTEE OF SERVICE
Participation in the Plan does not constitute a guarantee or contract of
service as a Non-Employee Director.
12. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by and construed in accordance with the law of the State
of Delaware.
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