EXHIBIT 10(c).
NORWEST CORPORATION
EMPLOYEES' DEFERRED COMPENSATION 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. RESTATEMENT OF PLAN. On July 27, 1993, the Board of Directors of
Norwest Corporation, a Delaware corporation (the "Corporation"), authorized the
creation of a nonqualified, unfunded, elective deferral plan known as the
"Norwest Corporation Employees' Deferred Compensation Plan" (the "Old Plan") for
the purpose of allowing a select group of management and highly compensated
employees of the Corporation and its subsidiaries to defer the receipt of
compensation which would otherwise be paid to those employees. The Corporation
reserved the power to amend and terminate the Old Plan by action of the Human
Resources Committee of the Corporation's Board of Directors. The Human
Resources Committee desires to exercise that reserved power of amendment by the
adoption of this amended and restated Norwest Corporation Employees' Deferred
Compensation Plan (hereinafter referred to as the "Plan").
2. ELIGIBILITY. Each full-time employee of the Corporation or any of its
subsidiaries who has target total compensation of $80,000 or more
("Compensation") and any other employee who is highly compensated and has been
selected for participation in this Plan by the Plan Administrator (as defined in
Section 11) or such officers of the Corporation to which the Plan Administrator
has delegated its authority shall be eligible to participate in the Plan (each,
an "Eligible Employee").
3. DEFERRAL OF COMPENSATION. An Eligible Employee may elect to defer all
or a portion of the Eligible Employee's "Regular Compensation" (salaries,
bonuses, and commissions) that the Eligible Employee may earn from the
Corporation or its subsidiaries during the calendar year (the "Deferral Year")
following the year in which the Deferral Election (as defined in Section
4(A)(1)) is made. However, any other payroll deductions elected by the Eligible
Employee (such as payments for welfare or retirement benefits or insurance),
including FICA taxes, shall be made before any deferrals are made under this
Plan. Such Deferral Election shall be made pursuant to Section 4(A)(2). An
Eligible Employee may also defer certain gains derived from specified stock
option grants ("Stock Option Compensation") under the Corporation's Long-Term
Incentive Compensation Plan and any other stock option plan approved by the Plan
Administrator. The terms of a Stock Option Compensation deferral will be
subject to an independent deferral election made pursuant to Section 4(B)(2).
4. ELECTION TO PARTICIPATE AND DEFER COMPENSATION.
A) DEFERRAL OF REGULAR COMPENSATION.
1) PARTICIPATION. Except as provided in Section 4(A)(3) as to new
Eligible Employees, an Eligible Employee becomes a participant
in the Plan by filing, during an enrollment period specified by
the Plan Administrator but no later than December 15 of the year
preceding the Deferral Year, an irrevocable election (the
"Deferral Election") with the Plan Administrator. An Eligible
Employee who has made a Deferral Election under this Section for
any Deferral Year and has a Deferral Account (as defined in
Section 5) is deemed a "Participant." The Deferral Election
shall be effective only for the Deferral Year specified. A new
Deferral Election must be filed for each Deferral Year. Amounts
deferred under a Regular Compensation Deferral Election shall be
credited to a "Regular Deferral Account" established under the
Plan for the Eligible Employee.
2) DEFERRAL ELECTION. The Deferral Election shall consist of the
Eligible Employee's election to defer Regular Compensation,
election of earnings option(s) as described in Section 5(A), and
election of the timing and form of distribution of amounts
deferred as described in Section 7. An Eligible Employee may
elect to defer, in any combination, all or part of the Eligible
Employee's a) base salary earned and paid on a periodic basis
throughout the Deferral Year, b) incentive pay earned throughout
the Deferral Year and paid after the end of the Deferral Year,
and c) commissions and other periodic incentive payments paid
during the Deferral Year. The Eligible Employee shall specify
for each Regular Compensation category an amount to be deferred
per pay period, expressed either as a percentage or a dollar
amount.
3) INITIAL DEFERRAL ELECTION OR INITIAL ELIGIBILITY. A new Eligible
Employee must make a Deferral Election within thirty days of the
date the Eligible Employee becomes eligible to participate in
the Plan in order to defer Regular Compensation earned in the
current Deferral Year.
4) EARLY WITHDRAWAL. A Participant who wishes to receive payment of
all or part of the Participant's deferred Regular Compensation
on a date earlier than that specified in the Deferral Election
may do so by filing with the Plan Administrator a request for
early withdrawal. Such payment will be made from the earliest
Deferral Year(s) in which the Participant has participated in
the Plan. Regular Deferral Accounts will be distributed in the
order in which the accounts were established. Stock Option
Deferral Accounts will be distributed in the order in which the
accounts were established following the distribution of all
funds from Regular Deferral Accounts. For the appropriate
Deferral Year(s), account accruals to date shall be disbursed
completely, less a 10% early withdrawal penalty on the amount
distributed. The 10% penalty assessed for early withdrawal will
be permanently forfeited by the Participant and will be credited
to the account of the Corporation. Further, the Participant
shall forfeit eligibility to defer Regular Compensation or Stock
Option Compensation during the two Deferral Years following the
year in which the early withdrawal is made, but in no case shall
an early withdrawal cause a current Deferral Election (either of
Regular Compensation or Stock Option Compensation) to be
suspended or canceled. In no case may a Participant make more
than one early withdrawal per calendar year.
B) DEFERRAL OF STOCK OPTION GAINS
1) PARTICIPATION. An Eligible Employee may file, during an
enrollment period specified by the Plan Administrator, an
irrevocable election (a "Stock Option Deferral Election") with
the Plan Administrator. Except as provided in Section 4(B)(3),
Stock Option Deferral Elections become effective on the second
January 1 following the date of the election. An Eligible
Employee who has made a Stock Option Deferral Election under
this Section is deemed a "Participant." Each Stock Option
Deferral Election pertains only to the specific option grant(s)
covered. Amounts deferred under a Stock Option Deferral Election
shall be credited to a "Stock Option Deferral Account"
established under the Plan for the Eligible Employee.
2) DEFERRAL ELECTION. A Stock Option Deferral Election shall
consist of the Eligible Employee's election to defer all of the
eligible Stock Option Compensation derived from a specific stock
option grant. Eligible Stock Option Compensation consists of
only stock option gains realized using the stock-for-stock swap
method of exercise. Stock option gains derived from either a
cash exercise or a same day sale will not be eligible Stock
Option Compensation. Therefore, if an Eligible Employee elects
to defer the stock option gain derived from a specific stock
option grant, the Eligible Employee must agree to use the stock-
for-stock method (as set forth in the option agreement) to
exercise the specific option grant. Stock option gains from
stock-for-stock swaps will be allocated solely to the Norwest
Corporation common stock earnings option. The Stock Option
Deferral Election must also specify the timing and form of
distribution of the amount deferred as described in Section 7.
3) DEFERRAL ELECTIONS FOR 1998. Stock Option Deferral Elections
made by August 31, 1997 shall become effective January 1, 1998.
4) EARLY WITHDRAWAL. A Participant who wishes to receive payment of
all or part of the Participant's deferred Stock Option
Compensation on a date earlier than that specified in the Stock
Option Deferral Election may do so by filing with the Plan
Administrator a request for early withdrawal. Stock Option
Deferral Accounts will be distributed in the order in which the
accounts were established after all funds from Regular Deferral
Accounts are distributed. A 10% early withdrawal penalty will be
assessed on the amount distributed. The 10% penalty assessed for
early withdrawal will be permanently forfeited by the
Participant and will be credited to the account of the
Corporation. Further, the Participant shall forfeit eligibility
to defer Regular Compensation or Stock Option Compensation
during the two Deferral Years following the year in which the
early withdrawal is made, but in no case shall an early
withdrawal cause a current Deferral Election (either of Regular
Compensation or Stock Option Compensation) to be suspended or
canceled. In no case may a Participant make more than one early
withdrawal per calendar year.
5) EFFECT ON STOCK OPTIONS. Stock Option Compensation which the
Participant has elected to defer may not be received between the
filing of the Stock Option Deferral Election and its effective
date. Termination of employment during this period other than by
reason of death, disability or retirement will void the Stock
Option Deferral Election.
5. DEFERRAL ACCOUNT.
A) EARNINGS OPTIONS. The earnings options available for selection on
the Deferral Election are as follows:
1) Norwest Corporation common stock option ("Common Stock Option").
This is the only earnings option available for Stock Option
Deferral Accounts.
2) Norwest Bank Minnesota, N.A. one-year certificate of deposit
option ("CD Option").
3) A selection of registered investment companies chosen by the
Employee Benefit Review Committee of the Corporation ("Fund
Option").
A Participant must choose to allocate amounts credited to the
Participant's Regular Deferral Account among the earnings options in
increments of five (5) percent. Except as provided in Section
4(A)(3) as to new Eligible Employees, the initial election of
earnings options must be made by the Participant in advance of each
Deferral Year. A Participant's Stock Option Deferral Account must be
allocated to the Common Stock Option. Except with respect to a
Participant's Stock Option Deferral Account, after the initial
election of earnings options, Participants shall be entitled to
change their earnings options each January 1 by filing an
irrevocable written earnings option election form with the Plan
Administrator at least thirty (30) days prior to the January 1
effective date.
B) PERIODIC CREDITS. On each pay day on which the deferred Regular
Compensation would otherwise be paid to a Participant, the
Participant shall receive a credit to the Participant's Regular
Deferral Account. When a stock option covered by a Stock Option
Deferral Election is exercised using a stock-for-stock swap, the
Participant's Stock Option Deferral Account will be credited on the
last day of the month in which the stock option is exercised. The
amount of each credit shall be equal to the amount deferred from the
Participant's Regular Compensation and/or Stock Option Compensation.
In the case of Regular Compensation, each credit shall be accounted
for based on the earnings options selected by the Participant on the
Regular Compensation Deferral Election.
In the case of Stock Option Compensation, the credit shall be a
number of shares of Norwest common stock ("Common Stock") determined
in accordance with Section 6(B) below.
C) ADJUSTMENTS. Subject to Section 5(C)(4), that portion of a
Participant's Regular Deferral Account which is accounted for under
each earnings option shall be further adjusted by an amount
determined in accordance with the respective earnings option as
follows:
1) CD OPTION. Adjustments under the CD Option shall be made monthly
as of the last day of each month. The amount of the adjustment
for the CD Option shall be calculated by multiplying the
Participant's average balance in the CD Option for the month by
an earnings factor based on the interest rate for a Norwest Bank
Minnesota, N.A. one-year certificate of deposit as determined
from time to time by the Plan Administrator.
2) FUND OPTION. Adjustments under any Fund Option shall be made
monthly as of the last day of each month. The amount of the
adjustment for a Fund Option shall be calculated by multiplying
the Participant's average balance in the Fund Option for the
month by an adjustment factor based on the reported positive or
negative performance for the month of the registered investment
company assets relating to the Fund Option selected.
3) COMMON STOCK OPTION. Adjustments under the Common Stock Option
shall be made each time a dividend is paid on Common Stock in
accordance with paragraph 6(C) below.
4) NO ADJUSTMENTS AFTER VALUATION. No adjustment shall be made to a
Participant's Regular Deferral Account with respect to a lump
sum payment or an installment payment after the valuation date
used to determine the amount of such payment pursuant to Section
7(A)(6).
6. COMMON STOCK OPTION.
A) ACCOUNTING. All periodic credits and all adjustments to a
Participant's Stock Option Deferral Account or Regular Deferral
Account (the "Deferral Accounts") under the Common Stock Option
shall be credited in shares of Common Stock. Shares of Common Stock
shall be rounded to the nearest ten-thousandth of a share.
B) DETERMINATION OF NUMBER OF SHARES. The number of shares of Common
Stock credited to a Participant's Deferral Accounts under the Common
Stock Option shall be determined by dividing the amount of each
periodic credit 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 last day of each month (or, if the New York
Stock Exchange is closed on that date, on the next preceding date on
which it is open).
C) ADJUSTMENTS BASED ON DIVIDENDS. Subject to Section 5(C)(4),
adjustments under the Common Stock Option shall be made each time a
dividend is paid on Common Stock. The number of shares credited to a
Participant's Deferral Accounts for such adjustments shall be
determined by multiplying the dividend amount per share by the
number of shares credited to the Participant's Deferral Accounts 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 that date, on the next preceding date on which it is
open).
D) NUMBER OF SHARES ISSUABLE UNDER THE PLAN. Subject to adjustment as
provided in Section 6(E), the maximum number of shares of Common
Stock that may be credited under the Plan is 1,000,000.
E) 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 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.
7. DISTRIBUTIONS.
A) REGULAR DEFERRAL ACCOUNTS. Payment of Regular Deferral Accounts
shall be made pursuant to the Participant's Deferral Election,
subject to the following:
1) UPON RETIREMENT OR DATE-CERTAIN DISTRIBUTION. A Participant may
designate on the Deferral Election that distribution of the
Regular Deferral Account shall be made either in a lump sum or
in annual installments over a period of years not to exceed ten
if the Participant elects distribution to commence upon
retirement or a date certain. For this purpose, retirement means
the Participant is entitled to regular retirement or early
retirement as defined in Section 6.1 or 6.2 of the Norwest
Corporation Pension Plan.
2) UPON DISABILITY. A Participant may designate on the Deferral
Election that distribution of the Regular Deferral Account shall
be made either in a lump sum or in annual installments over a
period of years not to exceed ten if the Participant becomes
disabled as described in the Norwest Corporation Long-Term
Disability Plan. The Participant may also specify on the
Deferral Election that such disability shall not cause a
distribution before the originally elected distribution
commencement date.
3) UPON DEATH. If a Participant dies before receiving all payments
under the Plan, payment of the balance in the Regular Deferral
Account shall be made to the Participant's designated
beneficiary in the form and manner designated in the Deferral
Election or in a lump sum at the request of the designated
beneficiary, but not sooner than 90 days following the date of
the Participant's death. To be valid, a beneficiary designation
must be in writing and the written designation must have been
delivered to and accepted by the Plan Administrator prior to the
Participant's death.
If at the time of the Participant's death there is not on file a
fully effective beneficiary designation form, or if the
designated beneficiary did not survive the Participant, the
person or persons surviving at the time of the Participant's
death in the first of the following classes of beneficiaries in
which there is a survivor, shall be entitled to receive the
balance of the Participant's Regular Deferral Account. If a
person in the class surviving dies before receiving the balance
(or the person's share of the balance in case of more than one
person in the class) of the Participant's Regular Deferral
Account, that person's right to receive the Participant's
Regular Deferral Account will lapse and the determination of who
will be entitled to receive the Participant's Regular Deferral
Account will be determined as if that person predeceased the
Participant.
(a) Participant's surviving spouse
(b) Equally to the Participant's children, except that if any of
the Participant's children predecease the Participant but
leave descendants surviving, such descendants shall take by
right of representation the share their parent would have
taken if living
(c) Participant's surviving parents equally
(d) Participant's surviving brothers and sisters equally
(e) Representative of the Participant's estate.
4) UPON OTHER TERMINATION OF EMPLOYMENT. If a Participant
terminates employment with the Corporation prior to the
Participant's regular or early retirement as defined in Section
6.1 or 6.2 of the Norwest Corporation Pension Plan, or
disability as described in the Norwest Corporation Long-Term
Disability Plan, or death, the Regular Deferral Account will be
paid in a lump sum or in annual installments over a period of
years not to exceed ten years to the Participant in accordance
with the elections made on the termination of employment section
of the Deferral Election.
5) FORM OF DISTRIBUTIONS. All distributions from Regular Deferral
Accounts shall be payable as follows:
a) In cash for all Regular Deferral Accounts for which the
Participant elected an earnings option other than the Common
Stock Option; or
b) If the Participant elected the Common Stock Option, 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. If no election
is made, distribution shall be made in cash.
6) VALUATION OF DEFERRAL ACCOUNTS FOR DISTRIBUTION.
a) The amount of the distribution in cash and/or Common Stock on
any February 28 (or the next preceding business day if
February 28 is not a business day) shall be determined based
on the Participant's Regular Deferral Account balance (and,
if applicable, the price of Common Stock) as of the preceding
December 31 (or the next preceding business day if December
31 is not a business day). The amount of the distribution in
cash and/or Common Stock as of any other date on which a
distribution is made shall be determined based on the
Participant's Regular Deferral Account balance (and, if
applicable, the price of Common Stock) as of the end of the
month in which the event which triggers distribution occurs.
Earnings adjustments to amounts that have been valued for
distribution shall cease as of the date used to value such
amounts.
b) The amount of each installment payment shall be a fraction of
the value of the Participant's Regular Deferral Account as of
the December 31 preceding the date of the installment payment
(or the next preceding business day if December 31 is not a
business day), 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. The balance remaining in the Regular
Deferral Account shall continue to be adjusted based on the
earnings options selected by the Participant in the Deferral
Election until the valuation date used to determine the
amount of the last payment. All installment payments will be
made by pro rata withdrawals from each earnings option
elected by the Participant.
B) STOCK OPTION DEFERRAL ACCOUNTS. Payment of Stock Option Deferral
Accounts shall be made pursuant to the Participant's Stock Option
Deferral Election, subject to the following:
1) DATE-CERTAIN DISTRIBUTION. A Participant may designate on the
Stock Option Deferral Election that distribution of the Stock
Option Deferral Account shall be made either in a lump sum or in
annual installments over a period of years not to exceed ten.
The
Participant may not elect to receive the distribution earlier
than 12 months after the date on which the option is exercised.
2) UPON RETIREMENT. A Participant may designate on the Stock Option
Deferral Election that distribution of the Stock Option Deferral
Account shall be made either in a lump sum or in annual
installments over a period of years not to exceed ten if the
Participant elects distribution to be made after the
Participant's regular retirement date or early retirement date
as defined in Sec. 6.1 or 6.2 of the Norwest Corporation Pension
Plan. The Participant may also specify that retirement shall not
cause a distribution before the originally elected date-certain
date.
3) UPON DISABILITY. A Participant may designate on the Stock Option
Deferral Election that distribution of the Stock Option Deferral
Account shall be made in either a lump sum or annual
installments over a period of years not to exceed ten if the
Participant becomes disabled as described in the Norwest
Corporation Long-Term Disability Plan. The Participant may also
specify that such a disability shall not cause a distribution
before the originally elected date-certain date.
4) UPON DEATH. If a Participant dies before receiving all payments
under the Plan, payment of the balance in the Stock Option
Deferral Account shall be made to the Participant's designated
beneficiary in the form and manner designated in the Stock
Option Deferral Election or in a lump sum at the request of the
designated beneficiary, but not sooner than 90 days following
the date of the Participant's death. To be valid, a beneficiary
designation must be in writing and the written designation must
have been delivered to and accepted by the Plan Administrator
prior to the Participant's death.
If at the time of the Participant's death there is not on file a
fully effective beneficiary designation form, or if the
designated beneficiary did not survive the Participant, the
person or persons surviving at the time of the Participant's
death in the first of the following classes of beneficiaries in
which there is a survivor, shall be entitled to receive the
balance of the Participant's Stock Option Deferral Account. If a
person in the class surviving dies before receiving the balance
(or the person's share of the balance in case of more than one
person in the class) of the Participant's Stock Option Deferral
Account, that person's right to receive the Participant's Stock
Option Deferral Account will lapse and the determination of who
will be entitled to receive the Participant's Stock Option
Deferral Account will be determined as if that person
predeceased the Participant.
(a) Participant's surviving spouse
(b) Equally to the Participant's children, except that if any of
the Participant's children predecease the Participant but
leave descendants surviving, such descendants shall take by
right of representation the share their parent would have
taken if living
(c) Participant's surviving parents equally
(d) Participant's surviving brothers and sisters equally
(e) Representative of the Participant's estate.
5) UPON OTHER TERMINATION OF EMPLOYMENT. If a Participant
terminates employment with the Corporation prior to the
Participant's regular or early retirement as defined in Section
6.1 or 6.2 of the Norwest Corporation Pension Plan, or
disability as described in the Norwest Corporation Long-Term
Disability Plan, or death, the Stock Option Deferral Account
will be paid in a lump sum or in annual installments over a
period of years not to exceed ten years to
the Participant in accordance with the elections made in the
termination section of the Stock Option Deferral Election.
Should the option be unexercised, the Stock Option Deferral
Election is canceled.
6) FORM OF DISTRIBUTIONS. All distributions from the Stock Option
Deferral Accounts shall be payable in whole shares of Common
Stock (together with cash in lieu of a fractional share).
7) VALUATION OF STOCK OPTION DEFERRAL ACCOUNTS FOR DISTRIBUTION.
a) The amount of the distribution on any February 28 (or the
next preceding business day if February 28 is not a business
day) shall be determined based on the Participant's Stock
Option Deferral Account balance and on the price of Common
Stock determined pursuant to Section 6 as of the preceding
December 31 (or the next preceding business day if December
31 is not a business day). The amount of the distribution as
of any other date on which a distribution is made shall be
determined based on the Participant's Stock Option Deferral
Account balance and on the price of Common Stock determined
pursuant to Section 6 as of the end of the month in which the
event which triggers distribution occurs. Earnings
adjustments to amounts that have been valued for distribution
shall cease as of the date used to value such amounts.
b) The amount of each installment payment shall be a fraction of
the balance of the Participant's Stock Option Deferral
Account as of the December 31 preceding 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. The balance remaining in the Stock Option
Deferral Account shall continue to be adjusted until the
valuation date used to determine the last payment.
8. NONASSIGNABILITY. No Participant or beneficiary shall have any
interest in any Deferral Accounts which can be transferred, nor shall any
Participant or beneficiary have any power to anticipate, alienate, dispose of,
pledge or encumber the same while in the possession or control of the
Corporation, nor shall the Corporation recognize any assignment thereof, either
in whole or in part, nor shall any Deferral Account be subject to attachment,
garnishment, execution following judgment or other legal process while in the
possession or control of the Corporation. The designation of a beneficiary by a
Participant does not constitute a transfer.
9. WITHHOLDING OF TAXES. Distributions under this Plan shall be subject
to 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.
10. UNSECURED OBLIGATION. The obligation of the Corporation to make
payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Corporation to make such payments. The Participant
shall have no lien, prior claim or other security interest in any property of
the Corporation. The Corporation is not required to establish or maintain any
fund, trust or account (other than a bookkeeping account or reserve) for the
purpose of funding or paying the benefits promised under this Plan. If such a
fund is established, the property therein shall remain the sole and exclusive
property of the Corporation. The Corporation will pay the cost of this Plan out
of its general assets. All references to accounts, accruals, gains, losses,
income, expenses, payments, custodial funds and the like are included merely for
the purpose of measuring the Corporation's obligation to Participants in this
Plan and shall not be construed to impose on the Corporation the obligation to
create any separate fund for purposes of this Plan.
11. ADMINISTRATION. For purposes of Section 3(16)(A) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), the Plan Administrator shall
be the Human Resources Committee of the Corporation's Board of Directors. The
Plan Administrator or its delegatee shall have the authority to interpret the
Plan, to adopt procedures for implementing the Plan, and to determine
adjustments under the Plan.
12. AMENDMENT AND TERMINATION. The Board of Directors or the Human
Resources Committee of the Corporation's Board of Directors may at any time
terminate, suspend, or amend this Plan; provided, however, that if necessary to
maintain the availability of the exemption contained in Rule 16b-3, or any
successor regulation, under the Securities Exchange Act of 1934, as amended, for
transactions pursuant to this Plan, the provisions of this Plan relating to the
amount, price and timing of awards pursuant to this Plan may not be amended more
than once in every six months other than to comport with changes in the Internal
Revenue Code or ERISA, or the rules thereunder. No such action shall deprive
any Participant of any benefits to which the Participant 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.
13. EFFECTIVE DATE. This restated Plan is generally effective August 1,
1997, except that the provisions of Section 5(A) allowing changes to earnings
options elections for Regular Deferral Accounts will be effective January 1,
1998, unless the Chairperson of the Human Resources Committee of the
Corporation's Board of Directors takes action in writing to delay the
effectiveness of such provisions. Once effective, the provisions of Section
5(A) will apply to all earnings options elections, regardless of when made.