DIRECTORS' STOCK DEFERRAL PLAN
(As amended July 1, 1998)
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").