LONG-TERM INCENTIVE COMPENSATION PLAN
(As amended effective April 28, 1998)
1. Purpose. The purpose of Norwest Corporation's Long-Term Incentive Compensation Plan (the "Plan") is to
motivate key employees to produce a superior return to the stockholders of Norwest Corporation by offering
them an opportunity to participate in stockholder gains, by facilitating stock ownership and by rewarding them for
achieving a high level of corporate financial performance. The Plan is also intended to facilitate recruiting and
retaining talented executives for key positions by providing an attractive capital accumulation opportunity.
2.1 The following terms, whenever used in this Plan, shall have the meanings set forth below:
(a) "Affiliate" means any corporation, a majority of the voting stock or membership interests of which is directly
or indirectly owned by the Corporation, and any partnership designated by the Committee in which any such
corporation is a partner.
(b) "Award" means a grant made under this Plan in the form of Performance Shares, Restricted Stock, Stock
Options, Performance Units, Stock Appreciation Rights, or Stock.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Committee" means a committee of at least three members of the Board who are not eligible, and have not at
any time within one year prior to service on the Committee been eligible, to receive any Award under the Plan or
under any other benefit plan of the Corporation or any of its Affiliates entitling the participants therein to acquire
stock, stock options or stock appreciation rights of the Corporation or any of its Affiliates.
(e) "Corporation" means Norwest Corporation.
(f) "Employee" means a regular salaried employee (including an officer or director who is also an employee) of
the Corporation or an Affiliate.
(g) "Fair Market Value" as of any date means the average of the highest and lowest price of a share of Stock as
reported by the consolidated tape of the Ne