Exhibit 10(j).
NORWEST CORPORATION
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended effective January 28, 1997)
1. Purpose:
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The purpose of the Norwest Corporation Retirement Plan for Non-
Employee Directors (the "Plan") is to provide unfunded retirement benefits for
certain non-employee members of the Board of Directors of Norwest Corporation
(the "Corporation") in consideration for personal services rendered in their
capacity as directors of the Corporation. The Plan is intended to aid in
attracting and retaining individuals of outstanding abilities and skills for
services on the Corporation's Board of Directors (the "Board").
2. Effective Date:
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The effective date of the Plan shall be January 1, 1988.
3. Administration:
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The Plan shall be administered by the Corporation's Vice President-
Compensation and Benefits (the "Administrator"), who shall have the authority to
adopt rules for carrying out the Plan and to interpret and implement the
provisions of the Plan and whose determinations shall be conclusive and binding
on all participants.
4. Eligibility:
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Any member of the Board who is not an officer or employee of the
Corporation or of a subsidiary of the Corporation ("Non-Employee Director")
shall be eligible to participate in the Plan. Any Non-Employee Director shall
be a Plan participant as of the later of the date on which he or she has
completed 5 full years of service as a Non-Employee Director of the Board or
January 1, 1988. The years of service need not be consecutive for purposes of
becoming a Plan participant. Prior years of service as a Non-Employee Director
of a subsidiary of the Corporation will be included in the calculation of years
of service for the determination of status as a Plan participant only. In
calculating years of service for purposes of determining whether a Non-Employee
Director qualifies as a Plan participant, only each full year of service will be
included, partial years of service will not be included.
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5. Retirement Benefit:
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Each Plan participant will be entitled to receive a cash retirement
benefit equal in amount to the product of (i) the annual retainer rate paid in
cash for Non-Employee Directors in effect at the time of the participant's last
day of service as a Non-Employee Director and (ii) the number of full years, up
to a maximum of 10 years, that the participant served as a Non-Employee
Director. A participant's retirement benefit will be paid in annual
installments equal in number (as to a participant, the participant's "Benefit
Duration") to the greater of (A) the number of full years that the participant
served as a Non-Employee Director or (B) such other whole number as the
participant may irrevocably elect pursuant to a benefit payment election form (a
copy of which is attached hereto as Exhibit A) filed with the Administrator
prior to the date the Non-Employee Director becomes a Plan participant, provided
that in no event may a participant's Benefit Duration exceed 10 years. The
amount of each annual installment paid to a participant will equal the
participant's total retirement benefit payable under this paragraph divided by
the participant's Benefit Duration. Payment of a participant's retirement
benefit will commence on February 28 of the year immediately following the year
in which the participant retires from service on the Board or such subsequent
year as the participant may irrevocably elect pursuant to a benefit payment
election form filed with the Administrator prior to the date the Non-Employee
Director becomes a Plan participant. For purposes of calculating the retirement
benefit to which a participant is entitled under this paragraph, years of
service as a Non-Employee Director of a subsidiary of the Corporation will not
be counted. Except as specifically provided in paragraph 7 below with respect
to deferred benefits, no interest shall accrue on any benefits payable hereunder
to Plan participants.
6. Death Benefits:
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If a Plan participant dies while serving as a Non-Employee Director,
the benefit to which the Director is then entitled pursuant to paragraph 5 of
this Plan shall be paid in annual installments commencing on February 28 of the
year immediately following the year during which the participant dies to the
beneficiary designated by the Non-Employee Director pursuant to the Plan
beneficiary designation form ( a copy of which is attached as Exhibit B) and in
the absence of a valid designation or if the designated beneficiary does not
survive the participant to such participant's estate. If a Plan participant
dies after completing his or her service as a Non-Employee Director but before
he or she has received all of the retirement benefits to which he or she is
entitled under the terms of this Plan, the remaining benefits (as determined by
paragraph 5) shall be paid in annual installments to the beneficiary designated
by the Non-Employee Director pursuant to the Plan beneficiary designation form
and in the absence of a valid designation or if the designated beneficiary does
not survive the participant to such participant's estate. The Corporation may,
in its discretion, pay to the beneficiary or the participant's estate the
present value of the entire remaining benefit (as determined by the
Administrator) to which the Non-Employee Director is entitled, in one lump sum
payment. If any beneficiary dies
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after becoming entitled to receive payments hereunder, the remaining payments
shall be made to such beneficiary's estate.
7. Interest on Deferred Benefits:
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If a Plan participant files an election to defer the receipt of
benefits, in accordance with paragraph 5, all deferred benefits shall bear
interest from the date on which the participant, in absence of the deferral,
would have received benefits under this Plan until such benefits are paid 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
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credited to the amount of benefit due a participant as of the last day of each
month. At the time payment of the benefits begins pursuant to paragraph 5 or 6,
the total amount of interest then accumulated will be apportioned equally to the
monthly payments.
8. Benefits Not Funded:
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All benefits under this Plan shall be unsecured obligations of the
Corporation, and each claim participant's right thereto shall be as an unsecured
creditor of the Corporation.
9. Change of Control:
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Pursuant to a benefit payment election form filed with the
Administrator prior to the date the Non-Employee Director becomes a Plan
participant, a participant may irrevocably elect to have all amounts payable to
the participant pursuant to this Plan, including all amounts deferred pursuant
to a benefit election form filed with the Plan Administrator, 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, 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.
10. No Guarantee of Service:
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Participation in this Plan does not constitute a guarantee or contract
of service as a Non-Employee Director.
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11. Beneficiary Designation and Non-Assignability:
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No right to receive payments hereunder shall be transferable or
assignable by a Plan participant, except as provided in paragraph 6 of this
Plan.
12. Amendment and Termination:
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This Plan may at any time or from time to time be amended, suspended
or terminated by action of the Board. However, no such action shall deprive any
Plan participant of any benefits to which he or she is entitled under paragraph
5 as of the day of amendment, suspension or termination of the Plan, as the case
may be.
13. Forfeiture of Benefits:
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Unless an exception to this paragraph is requested by a Plan
participant and approved by the Board Affairs Committee of the Board, a Plan
participant who, after ceasing to be a Non-Employee Director of the Corporation,
becomes a "management official" of a competing "depository organization" shall
immediately forfeit all future benefits under the Plan to which such participant
is entitled. The terms "management official" and "depository organization"
shall have the meanings set forth in the Depository Institution Management
Interlocks Act (the "Act") and Regulation L. A depository organization shall be
deemed to be a competing depository organization if the Plan participant would
be prohibited by the Act and Regulation L from serving as a Non-Employee
Director of the Corporation and as a management official of such depository
organization at the same time.
11/17/87
7/24/90
2/26/96
1/28/97
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