EXHIBIT 10(b)
NORWEST CORPORATION
EMPLOYEES' STOCK DEFERRAL PLAN
(As restated to reflect the two-for-one stock split in the form
of a 100% stock dividend distributed on October 10, 1997)
1. Eligibility. Each full-time employee of Norwest Corporation (the
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"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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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,
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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
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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
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unsecured obligation of the Corporation.
16. Administration. The Plan shall be administered by the Human
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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
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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
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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
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by the Human Resources Committee of the Board of Directors after approval of the
Plan by the holders of Common Stock.