Exhibit 10(m).
NORWEST CORPORATION
DIRECTORS' 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 member of the Board of Directors of Norwest
Corporation (the "Corporation") who is not an employee or officer of the
Corporation or of any subsidiary of the Corporation shall be eligible to
participate in the Directors' Stock Deferral Plan (the "Plan").
2. DEFERRAL OF COMPENSATION. Subject to the availability of shares of
Common Stock under this Plan, an eligible director may elect to defer, in the
form of shares of the common stock of the Corporation (the "Common Stock"), all
or a portion of the annual retainer and meeting fees payable in cash by the
Corporation for his or her service as a director for 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 director becomes a participant
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 15) on a form provided for that purpose. The election to participate
shall be effective with respect to fees payable for the Deferral Year and after
the date indicated on the election form. The election form shall specify an
amount to be deferred expressed as a percentage of the fees otherwise payable in
cash for the director's service, 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 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 each calendar quarter
(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 fees earned during the
immediately preceding quarter and 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
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
provided in Section 7, the maximum number of shares of Common Stock that may be
credited under the Plan is 600,000.
7. 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.
8. PAYMENT OF DEFERRED STOCK ACCOUNTS IN A LUMP SUM. Unless a
participant elects pursuant to Section 3 to receive payment of his or her
Deferred Stock Account in installments as described in Section 9, 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, on February 28 (or the next succeeding business day
if February 28 is not a business day) of the calendar year following termination
of service as a director 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 in accordance with the
participant's designation of a beneficiary on a form provided for that purpose
and delivered to and accepted by the Plan Administrator or, in the absence of a
valid designation or if the designated beneficiary does not survive the
participant, to such participant's estate. Notwithstanding the foregoing, in
the event of a Change of Control (as defined in Section 17), 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 beneficiary or estate, 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. 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 of the calendar year
following termination of service as a director 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 in accordance with the participant's
designation of a
beneficiary on a form provided for that purpose and delivered to and accepted by
the Plan Administrator or, in the absence of a valid designation or if the
designated beneficiary does not survive the participant, to such participant's
estate. Notwithstanding the foregoing, in the event of a Change of Control (as
defined in Section 17) 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 beneficiary or estate, 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 beneficiary or estate, 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
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 pursuant to Section 8 or 9 does not constitute a transfer.
11. FUNDING. If the Corporation chooses to fund the credits to the
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. Purchase of
such 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
Accounts under the Plan may, in the sole discretion of the Corporation, be held
and administered in trust (referred to as 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 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,
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. UNSECURED OBLIGATION. Benefits payable under this Plan shall be an
unsecured obligation of the Corporation.
15. ADMINISTRATION. The Plan shall be administered by the Corporation's
senior human resources officer (the "Plan Administrator"), who shall have the
authority to interpret the Plan and to adopt procedures for implementing the
Plan.
16. AMENDMENT AND TERMINATION. The Board Affairs Committee of the
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
service as a director had occurred on the day prior to the date such action was
taken, unless agreed to by the participant.
17. CHANGE OF CONTROL. "Change of Control" means any one of the
following events:
(a) the acquisition by an 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
(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.
18. EFFECTIVE DATE. The effective date of the Plan shall be the date of
approval of the Plan by the holders of the Common Stock.
4/28/92
6/4/93
10/2/97