Exhibit 10(i).
NORWEST CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended effective January 23, 1996)
1. Purpose
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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 Norwest Corporation (the
"Corporation") to defer cash compensation which they receive for personal
services rendered in their capacity as directors of the Corporation and, at
their election, to receive such amounts plus interest or to receive an
amount in cash based on the value of the common stock of the Corporation
credited to such director's Phantom Stock Account. 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
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The effective date of the Plan shall be September 1, 1987 and the effective
date after which a director may have deferred compensation credited to his
or her Phantom Stock Account shall be November 24, 1987.
3. Administration
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The Plan shall be administered by the Corporation's Senior 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 effective date of his or her first
election to defer compensation in accordance with paragraph 5 hereof, and
his or her status as a participant shall continue until the date of last
payment pursuant to paragraph 7 hereof.
5. Election to Defer
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(a) In General - Each new nominee for election, approved by a vote of at
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least three-quarters of the Incumbent Board (as defined in paragraph
7(e) hereof), and subsequently elected to the Board as a Non-Employee
Director, and each individual currently serving as such, shall be
entitled to make an irrevocable election, 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 with respect to all or a portion of a calendar
year during which he or she will be serving 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 shall be as
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to compensation to be 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 shall be as to compensation to be earned during any
calendar year, and shall not be effective unless made and received in
writing by the Administrator prior to January 1 of such calendar year.
A participant's election to defer shall be irrevocable. The initial
election shall remain in effect unless and until a participant files a
subsequent election form with the Administrator prior to January 1 of
the year such subsequent election is to be effective. A properly and
timely filed election form will take effect January 1 of the year
following the year of its delivery to the Administrator.
(c) Manner of Election - The Administrator shall provide all individuals
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entitled to make the election to defer with an election from prior to
the time by which an election to defer must be made. This election
form shall include the following items, which must be completed in full
in order for the election to be effective:
(1) The amount to be deferred, expressed as a percentage of the total
compensation to be earned during the calendar year to which the
election relates;
(2) The percentage of the amount to be deferred to be credited to the
Deferred Cash Account or the Phantom Stock Account; and
(3) The year in which distribution shall commence and form of
distribution which shall be either a lump sum or up to 10 annual
installments.
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6. Deferred Compensation Accounts
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(a) In General - There shall be established for each participant a Deferred
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Cash Account and a Phantom Stock Account for the purpose of recording
amounts deferred for such participant under the Plan. A participant
who has elected to defer compensation for credit to the Deferred Cash
Account shall receive 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 has elected to defer compensation for credit to the
Phantom Stock Account shall receive a credit to his or her Phantom
Stock Account in the number of 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 is closed on said date, the next preceding date on
which it was open).
(b) Unsecured Obligations - All amounts deferred pursuant to the Plan and
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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.
(c) Interest and Dividend Credit - All deferred compensation in a
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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
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"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 share and
fractional share then credited 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 in whole and fractional shares (rounded to the nearest one
hundredth share) as if such phantom dividends were applied to purchase
whole and fractional shares of the Corporation's common stock 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 is open, if it is closed on a
dividend payment date).
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7. Payment of Deferred Compensation
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(a) In General - No withdrawal or payment shall be made from the
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participant's deferred compensation accounts, except as provided in
this paragraph 7.
(b) Date of First Payment and Payment from Deferred Cash Account - The
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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 February 28
(or the next succeeding business day if February 28 is not a business
day) of the first full calendar year following termination of a
participant's service as a Non-Employee Director, or on February 28 (or
the next succeeding business day if February 28 is not a business day)
of any other year elected by the participant 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 with
respect to 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 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 - An
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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 is open, if it is closed on said day) shall be payable to the
participant in a lump sum or up to 10 annual installments beginning
February 28 (or the next succeeding business day if February 28 is not
a business day) of the first full calendar year following termination
of a participant's service as a Non-Employee Director, or on February
28 (or the next succeeding business day if February 28 is not a
business day) of any other year elected by the participant which begins
at least 12 months following the year in which the deferred
compensation otherwise would have been paid.
If a Non-Employee Director elects to defer payments later than
February 28 of the full calendar year following his or her termination,
the cash amount credited to his or her Phantom Stock Account on the
February 28 of the full calendar year following his or her termination
shall be 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.
(d) In Event of Death - If a participant dies before he or she has received
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all payments to which he or she is entitled under the Plan, payment
shall be
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made in accordance with the participant's designation of beneficiary
form and in the absence of a valid designation, or if the designated
beneficiary does not survive the participant, to such participant's
estate. If any beneficiary dies after becoming entitled to receive
payments hereunder, the remaining payments shall be made to such
beneficiary's estate.
(e) Change of Control - At the time of an election, a participant may also
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elect 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,
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. The value of a participant's Phantom
Stock Account for purposes of a distribution under this clause (e)
shall be the average of the highest and lowest prices of the common
stock of the Corporation as reported on the consolidated tape of the
New York Stock Exchange for a day selected by the Administrator which
occurs not more than seven days prior to the date payment is made to
the participant pursuant to this clause (e).
8. Amendment
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This Plan may at any time or from time to time be amended, suspended or
terminated by the Board; provided, however, that no amendment, suspension
or termination shall, without the consent of a participant, adversely
affect elections in effect or accruals credited to a participant's deferred
compensation accounts prior to the effective date of the amendment,
suspension, or termination as the case may be.
9. Non-Assignability
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No right to receive payments hereunder shall be transferable or assignable
by a participant, except as provided in paragraph 7(d).
1129n-1
(11/17/87)
(1/23/96)
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