Exhibit 10(f).
NORWEST CORPORATION
SUPPLEMENTAL SAVINGS INVESTMENT PLAN
(As amended effective January 1, 1997)
Sec. 1 Name and Purpose. This Plan is the "Norwest Corporation Supplemental
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Savings Investment Plan", hereinafter referred to as "Supplemental SIP" or the
"Plan," and amends and restates the Norwest Corporation Supplemental Savings
Investment Plan which was last amended effective September 30, 1991. This Plan,
as amended and restated, shall be effective as of the date set forth in Section
25. This Plan is maintained by Norwest Corporation (the "Company") for the
purposes of providing benefits for participants in the Norwest Corporation
Savings Investment Plan (the "SIP") whose contributions are limited by certain
sections of the Internal Revenue Code (the "Code"), benefits for eligible
employees who have chosen to defer compensation otherwise available for SIP
contributions, and benefits for certain participants prior to their Entry Date
into the SIP.
Sec. 2 Definitions. Subject to Section 24, all references herein to the
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"SIP" are references to the Norwest Corporation Savings Investment Plan as it
may be amended from time to time. In addition, except where specifically defined
in this Plan, all capitalized terms herein shall have the same meaning as given
to those terms in the SIP.
Sec. 3 Company and Participating Employers. The Company is Norwest
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Corporation, a Delaware corporation, and any successor to said corporation. Each
Participating Employer in the SIP shall also be a participating employer in this
Plan if any of its employees are eligible to become participants in this Plan.
Sec. 4 Participation. Employees of the Company or of any other
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Participating Employer selected by the Personnel and Compensation Committee of
the Company's Board of Directors and who satisfy one or more of the following
criteria are eligible to participate in this Plan:
a) Employees who, prior to becoming eligible for participation in the
SIP, are designated as participants in this Plan.
b) Employees who enter into a written agreement with their respective
Participating Employer under
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which payment of compensation earned by the participant will be
deferred to a stated year subsequent to the year in which it would
otherwise have been recognized as Certified Earnings. The compensation
of a participant that is so deferred is referred to in this Plan as
"Deferred Compensation".
c) Employees who are subject to one or more of the following limits:
(1) Employees whose Pay Conversion Contributions for any Plan Year
commencing on or after January 1, 1987 are limited by Code
Section 402(g).
(2) Employees whose Pay Conversion Contributions and/or Employer
Matching Contributions for any Plan Year commencing on or after
January 1, 1988 are limited by the dollar limitation in Code
Section 415(c)(1)(A).
(3) Employees whose Pay Conversion Contributions and/or Employer
Matching Contributions for any Plan Year commencing on or after
January 1, 1989 are limited by Code Section 401(a)(17); or
(4) Employees whose Pay Conversion Contributions and/or Employer
Matching Contributions for any Plan Year commencing on or after
January 1, 1992 are otherwise limited by law.
(d) Notwithstanding subsection (c), an employee described in subsection
(c) is not an eligible participant in this Plan for a Plan Year unless
the employee would have reached one or more of the limits under
subsection (c)(1), (2), (3), and/or (4) for that Plan Year based on
his or her Certified Earnings, except that for officers of the Company
who are subject to Section 16 of the Securities Exchange Act of 1934,
Certified Earnings under this Plan shall include only incentive
compensation awarded under the Executive Incentive Compensation Plan
and under such other incentive compensation plans as may be designated
by the Personnel and Compensation Committee of the Company's Board of
Directors.
(e) For purposes of this section, and for purposes of credits to Plan
Accounts under Sections 6, 7 and 8, Certified Earnings shall be
determined by assuming
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that the provisions of Sec. 2.6(a) of the SIP as in effect on
December 31, 1996 continue to apply in Plan Years commencing on or
after January 1, 1997.
Sec. 5 Establishment of Plan Account. An account (a "Plan Account") shall
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be established under this Plan for each participant.
Sec. 6 Credits for Designated Employees. The Plan Account of each
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participant described in Section 4(a) shall receive credits equal to the
Employer Matching Contributions that would have been made for the participant if
he or she had been an Active Participant in the SIP from his or her Employment
Commencement Date to the Entry Date on which he or she first became a
participant in the SIP; provided, however, that no credit shall be made pursuant
to this Section 6 for a participant described in Section 4(a) with respect to
Certified Earnings subsequent to the Entry Date. For purposes of this section:
(a) It will be assumed that a participant in this Plan made Pay Conversion
Contributions during the period referred to above equal to the maximum
amount permitted by the SIP for which an Employer Matching
Contribution would have been made.
(b) Each such participant's Plan Account shall receive the credits as of
the end of the Plan Year in which an Employer Matching Contribution
would otherwise have been reflected in the participant's SIP Account
if the participant in this Plan had been an Active Participant in SIP.
Sec. 7 Credits Based on Deferred Compensation. For each Plan Year in which
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a participant described in Section 4(b) has Deferred Compensation, the
participant's Plan Account shall receive credits equal to the Employer Matching
Contributions that would have been made to the SIP and pursuant to Section 6 for
the participant if the participant's Deferred Compensation for the Plan Year had
been included in Certified Earnings for such year, minus (i) the total Employer
Matching Contribution made to the SIP on behalf of the participant for that Plan
Year, and (ii) any credits the participant received for that Plan Year under
Section 6. For purposes of this section:
(a) It will be assumed that the participant made Pay Conversion
Contributions with respect to his or her Deferred Compensation at the
rate selected by the participant with regard to Certified Earnings for
the quarter in which the Deferred Compensation would otherwise have
been paid or, for the period between
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the participant's Employment Commencement Date and the Entry Date on
which he or she first became eligible to participate in the SIP, at
the maximum rate permitted under the SIP.
(b) Each such participant's Plan Account shall receive credits under this
section as of the end of the Plan Year in which an Employer Matching
Contribution would otherwise have been reflected in the participant's
SIP Account.
Sec. 8 Credits Based on Limits on Contributions. The Plan Account of each
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participant described in Section 4(c) shall receive credits equal to the
Employer Matching Contributions that would have been made to the SIP for the
participant for the Plan Year and pursuant to Section 6 and Section 7 if the
limits specified in Section 4(c) did not apply for that Plan Year. For purposes
of this section:
(a) It will be assumed that the participant continued to make Pay
Conversion Contributions during the remainder of the Plan Year equal
to the rate of contribution selected by the participant for the
quarter in which the participant first reached one of the limits
specified in Section 4(c) or, for the period between the participant's
Employment Commencement Date and the Entry Date on which he or she
first became eligible to participate in the SIP, at the maximum rate
permitted under the SIP. It will be further assumed that the Certified
Earnings for the Plan Year of a participant described in Section 4(b)
included his or her Deferred Compensation for the Plan Year.
(b) The maximum credit to the participant's Plan Account for any Plan Year
under this Section 8 shall be equal to the Employer Matching
Contribution for the entire Plan Year based on the rate of
contribution selected by the participant (not to exceed the maximum
percentage of Certified Earnings eligible for an Employer Matching
Contribution under the SIP) for the quarter in which the participant
first reached one of the limits specified in Section 4(c) and computed
as if such limits did not apply, minus (i) the total Employer Matching
Contribution made to the SIP on behalf of that participant for that
year, and (ii) any credits the participant received for that Plan Year
under Section 6 and Section 7.
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(c) Credits under this section shall be reflected in the participant's
Plan Account as of the end of the Plan Year in which an Employer
Matching Contribution would have been reflected in the participant's
SIP Account if the limits specified in Section 4(c) did not apply for
that Plan Year.
Sec. 9 Investment of Credits. Prior to September 30, 1991, credits to a
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participant's Plan Account were invested in one or more of the "Investment
Accounts" defined in Section 10 of this Plan. On and after September 30, 1991,
no changes in Investment Accounts existing as of that date shall be allowed and
all credits to a participant's Plan Account shall be made solely to the Norwest
Stock Investment Account described in Section 10(c) below; provided, however,
that the Personnel and Compensation Committee of the Company's Board of
Directors may allow the participants to make a one-time election on a form
provided by the Company to transfer, as of a date designated by the Personnel
and Compensation Committee, all credits from other Investment Accounts to the
Norwest Stock Investment Account.
Sec. 10 Adjustment and Funding of Accounts. Credits to a participant's Plan
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Account shall be subject to the following:
(a) Prior to September 30, 1991, the Investment Accounts available to
participants under the Plan for each calendar quarter were the same as
the Investment Funds (other than the Norwest ESOP Fund) which were
available as investment options under the SIP for that quarter.
(b) Except as provided in subsection (c), each Investment Account will
reflect the investment performance of the corresponding SIP Investment
Fund on a pro rata basis. If one or more SIP Investment Funds are
merged, divided, discontinued or otherwise adjusted, corresponding
adjustments shall be made in the credits held in Investment Accounts
under this Plan.
(c) On and after September 30, 1991, all credits to the participant's Plan
Account shall be made to the "Norwest Stock Investment Account." Such
credits shall be stated in the form of shares of Company common stock,
the number of which shall be determined by dividing the amount of the
credits made pursuant to Sections 6, 7, or 8 of this Plan by the
average of the high and low prices per share of Company common stock
on the consolidated tape of the New York Stock
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Exchange on the date on which an Employer Matching Contribution would
otherwise have been reflected in the participant's SIP account, or if
the New York Stock Exchange is closed on that date, on the next
preceding day on which it was open. Adjustments to the number of
shares of Company common stock credited to the participant's Norwest
Stock Investment Account in his or her Plan Account shall be made to
reflect dividends paid on Company common stock pursuant to subsection
(e) below. If the Company chooses to fund the credits to the Norwest
Stock Investment Account, the Company shall make contributions in cash
or in Company common stock to the trust described in Section 21. Any
cash contributions shall be used by the trustee named in Section 21 to
purchase shares of Company 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 Company. All shares held by the trust shall be held in the name of
the trustee.
(d) All Plan Account credits shall consist solely of bookkeeping entries.
(e) Each time a dividend is paid on the Company common stock, the
participant shall receive a credit to the Norwest Stock Investment
Account in his or her Plan Account. The amount of the dividend credit
shall be the number of shares of Company common stock determined by
multiplying the dividend amount per share by the number of shares
credited to a participant's Norwest Stock Investment 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 the Company's 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 such date, the next preceding date on which it was open.
Sec. 11 Plan Account Statements. The Company may from time to time issue
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statements to participants advising them of the status of their Plan Accounts,
as of the last day of the month immediately preceding the statement date, but
shall not be required to do so. The issuance of such statements shall not in any
way affect the rights of participants hereunder.
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Sec. 12 Number of Shares Issuable under the Plan/Adjustments for Certain
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Changes in Capitalization. No more than 250,000 shares of Company common stock
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may be credited to Plan Accounts except that any share credits to a Plan Account
which are forfeited pursuant to Section 15 may again be credited under the Plan.
If the Company shall at any time increase or decrease the number of its
outstanding shares of Company 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 Company common stock, or through
a stock split, subdivision, consolidation, combination, reclassification, or
recapitalization involving the Company common stock, then the numbers, rights,
and privileges of the shares that are and may be credited to the Norwest Stock
Investment Accounts 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.
Sec. 13. Voting Company Common Stock. If any credits issued pursuant to
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this Plan are, in the discretion of the Company, funded in a trust as described
in Section 21, the Company common stock held in trust shall be voted by the
trustee in its discretion; provided, however, the participant may instruct the
Trustee with respect to the voting of a number of shares of Company common stock
determined by multiplying a fraction, the numerator of which is the number of
shares of Company common stock credited to the participant's Plan Account and
the denominator of which is the total number of shares of Company common stock
credited to all participants' Plan Accounts, by the total number of shares of
Company common stock 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.
Sec. 14 Loans and Withdrawals. A participant may not request or receive any
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loans or withdrawals from his or her Plan Account. The credits in a
participant's Plan Account will be paid out only as described in Sections 16, 17
and 18.
Sec. 15 Benefit on Termination of Employment. Upon Termination of
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Employment, each participant shall be entitled to a benefit equal to the amount
of all credits to the participants' Investment Accounts in his or her Plan
Account, other than the Norwest Stock Investment Account, plus the number of
shares of Company common stock credited to the participant's Norwest Stock
Investment Account, in both cases calculated as of the end of the calendar month
immediately prior to the date benefits are distributed pursuant to Sections 16
or 17, multiplied by the vested percentage under the SIP that would be
applicable to the participant. Any portion of the participant's Plan Account
that is not vested shall be forfeited.
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Sec. 16 Payment of Benefits. All vested credits to a participant's Plan
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Account (determined as provided in Section 15), except credits in shares of
Company common stock, shall be paid to the participant by his or her employer in
a lump sum cash payment, net of any required withholding taxes, not later than
45 days after the end of the calendar year in which the Termination of
Employment occurs. All vested shares of Company common stock credited to a
participant's Plan Account (determined as provided in Section 15) will be paid
to the participant in the form of whole shares of common stock (any fractional
share will be paid in cash), net of any required withholding taxes, not later
than 45 days after the end of the calendar year in which the Termination of
Employment occurs.
Sec. 17 Death Benefits. If a participant dies while employed, or dies after
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Termination of Employment but before receiving his or her benefit under this
Plan, all vested credits to a participant's Plan Account (determined as provided
in Section 15), except credits in shares of Company common stock, shall be paid
in a lump sum cash payment, net of any required withholding taxes, and any
vested shares of Company common stock credited to such Plan Account (determined
as provided in Section 15) shall be paid in the form of whole shares of Company
common stock, net of any required withholding taxes, not later than 45 days
after the end of the calendar year in which the participant dies. Such payments
shall be made to the participant's Beneficiary determined as provided in the
SIP, if the participant was an Active Participant in the SIP. If the participant
was not an Active Participant in the SIP, the foregoing payments shall be paid
as provided in this Section 17 to the participant's estate. Any fractional
shares of Company common stock payable pursuant to this Section 17 shall be paid
in cash to the participant's Beneficiary or to his or her estate, as provided in
this Section.
Sec. 18 Benefits Upon the Occurrence of Certain Business Transactions. If
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the Company shall merge or consolidate with another corporation and the Company
is not the surviving corporation (a "Transaction"), and the consideration
received by the holders of common stock of the Company in the Transaction
consists only of common stock of another publicly owned corporation whose
outstanding stock is listed on the New York Stock Exchange or quoted in the
NASDAQ National Market System ("Publicly-Traded Stock"), each share of Company
common stock credited to a participant's Plan Account shall be converted to a
credit for the number of shares of Publicly-Traded Stock which the holder of a
share of Company common stock is entitled to receive in such Transaction and,
beginning on and after the effective date of the Transaction, any future credits
to Plan Accounts or payment of vested benefits payable in the form of shares of
common stock shall be made in the form of shares of such Publicly-Traded Stock.
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If the consideration received by the holders of common stock of the Company
in a Transaction consists of any consideration other than Publicly-Traded Stock,
each share of Company common stock credited to a participant's Plan Account
shall be restated as credits for cash in an amount equal to the number of shares
of Company common stock credited to a participant's Plan Account immediately
prior to the effective date of the Transaction multiplied by the average of the
high and low prices of a share of Company common stock on the New York Stock
Exchange for each of the five trading days preceding the effective date of the
Transaction. Such cash shall automatically be deemed to be invested in one or
more investment accounts that conform to the investment fund options then
provided by the SIP, upon such terms and conditions as may be established by the
Personnel and Compensation Committee of the Board of Directors.
Sec. 19 Nonassignability. No right to receive payments under the Plan nor
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any shares of Company common stock credited to a participant's Plan 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 Code, Title I of the Employee Retirement Income Security
Act ("ERISA"), or rules thereunder. The designation of a Beneficiary under the
SIP by a participant does not constitute a transfer.
Sec. 20 Unsecured Obligation. Amounts due under this Plan shall be an
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unsecured obligation of the Company.
Sec. 21 Trust Fund. If the Company chooses to fund credits to participants'
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Plan Accounts, all cash contributed for such funding shall be held and
administered in trust in accordance with the terms and provisions of a trust
agreement between the Company and Marquette Bank Minneapolis, N.A. as Trustee,
or any duly appointed successor trustee. All Company common stock or other funds
in the trust shall be held on a commingled basis and shall be subject to the
claims of general creditors of the Company. Plan Accounts shall be for
bookkeeping purposes only, and the establishment of Plan Accounts shall not
require segregation of trust assets.
Sec. 22 No Guarantee of Employment. Participation in this Plan does not
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constitute a guarantee or contract of employment with any Participating
Employer. Such participation shall in no way interfere with any rights of a
Participating Employer to determine the duration of a participant's employment
or the terms and conditions of such employment.
Sec. 23 Withholding of Taxes. The benefits payable under this Plan shall be
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subject to the deduction of the amount of any
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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.
Sec. 24 Administration, Amendment and Termination. The Company, acting
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through the Chairman, the President, any Executive Vice President or any Senior
Vice President, or any employee to whom any of those officers shall delegate
such responsibility, shall administer the Plan and shall have discretionary
authority to interpret the Plan and shall adopt procedures for implementing this
Plan. The Human Resources Committee of the Company's Board of Directors may at
any time terminate, suspend or amend this Plan in any manner. No such action
shall deprive any participant of any benefits to which he or she would have been
entitled under the Plan if the participant's Termination of Employment had
occurred on the day prior to the date such action was taken, unless agreed to by
the participant.
Sec. 25 Effective Date of the Plan. The effective date of the Plan shall be
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determined by the Personnel and Compensation Committee of the Board of Directors
after approval of the Plan by the common stockholders of the Company.
04/28/92
11/28/95
01/01/97
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