EMPLOYEES' DEFERRED COMPENSATION PLAN
1. Eligibility. Each full-time employee of Norwest Corporation (the "Corporation") or any of its subsidiaries who
has target total compensation of $80,000 or more ("Compensation") and who has also been selected for
participation in this Plan by the Human Resources Committee of the Board of Directors or such officers of the
Corporation to which said Committee has delegated its authority ("Eligible Employee") shall be eligible to
participate in the Employees' Deferred Compensation Plan (the "Plan").
2. Deferral of Compensation. An Eligible Employee may elect to defer all or a portion of his or her
Compensation, subject, however, to a minimum deferral per pay period of $100, that he or she 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 3(a)) is made; provided however, that 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 election shall be made pursuant
to Section 3.
3. Election to Participate and Defer Compensation.
a) Participation. An Eligible Employee becomes a participant in the Plan by filing not later than December 15 of
the year preceding the Deferral Year an irrevocable election (the "Deferral Election") with the Plan Administrator
(as defined in Section 10) on a form provided for that purpose. An Eligible Employee who has made a Deferral
Election under this Section for any year and has a Deferral Account (as defined in Section 4) 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.
b) Deferral Election. The Deferral Election shall consist of two parts: 1) the deferral of incentive pay which is