Exhibit 10(h).
NORWEST CORPORATION
SUPPLEMENTAL SAVINGS INVESTMENT PLAN
(As restated to reflect the two-for-one stock split in the form
of a 100% stock dividend distributed on October 10, 1997)
Sec. 1 Name and Purpose. This Plan is the "Norwest Corporation
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Supplemental 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
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the "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 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 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")
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shall 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
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which 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 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
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each 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.
(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
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a 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
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participant's Plan 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 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
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issue 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.
Sec. 12 Number of Shares Issuable under the Plan/Adjustments for
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Certain Changes in Capitalization. No more than 1,000,000 shares of Company
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common stock 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
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to 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
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receive any 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.
Sec. 16 Payment of Benefits. All vested credits to a participant's
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Plan 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
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after 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.
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If 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.
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
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nor 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
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participants' 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
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not 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
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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.
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
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be determined by the Personnel and Compensation Committee of the Board of
Directors after approval of the Plan by the common stockholders of the Company.