PERFORMANCE DEFERRAL AWARD PLAN
FOR MORTGAGE BANKING EXECUTIVES
The Norwest Corporation Performance Deferral Award Plan for Mortgage Banking Executives shall be
established as a non-qualified compensation deferral plan..
1. Eligibility. Each employee of Norwest Mortgage, Inc. or its subsidiaries (the "Company"), a subsidiary of
Norwest Corporation (the "Corporation"), or of any subsidiary of the Corporation or its subsidiaries substantially
involved in the mortgage banking business who participates in an incentive compensation plan requiring
mandatory deferral of incentive compensation shall be declared a Participant in the Norwest Corporation
Performance Deferral Award Plan for Mortgage Banking Executives (the "Plan"). Incentive awards are made
pursuant to the provisions of the Participant's primary incentive compensation plan, and mandated deferrals of
such incentive awards shall be subject to the provisions of this Plan.
2. Deferral of Compensation. The portion of a Participant's incentive award required by that Participant's
incentive compensation plan to be deferred shall be converted to a Performance Deferral Award ("PDA") and
credited to an account in the Plan for the Participant's benefit ("PDA Account"). The term of the deferral shall be
determined pursuant to the vesting schedule in Section 4(d).
3. Early Withdrawal. No Participant shall be allowed to withdraw any portion of his or her PDA before that
portion is fully vested, except as set forth in Section 5.
4. PDA Account Credits. On the day on which an incentive award is made, the Participant's PDA Account shall
receive an initial credit equal to the amount mandatorily deferred from the Participant's incentive award. This
amount shall be credited in Phantom Shares of Norwest Common Stock (Common Stock). Phantom Shares
shall be rounded to the nearest one-hundredth of a share. Participants may not elect other earnings options for
a) Determination of Number of Shares. The