Exhibit 10(a).
NORWEST CORPORATION
Performance-Based Compensation Policy for Covered Executive Officers
1. Purpose. The purpose of the "Norwest Corporation Performance-Based Compensation Policy for Covered
Executive Officers" (the "Policy") is to establish one or more performance goals for payment of incentive
compensation other than stock options and the maximum amount of such incentive compensation that may be
paid to certain executive officers. It is the Committee's intention that incentive compensation awarded to each
Covered Executive Officer (as defined below) pursuant to the Policy for the taxable year commencing January 1,
1994 and each taxable year thereafter be deductible by the Corporation for federal income tax purposes in
accordance with
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Proposed Regulations
published December 20, 1993 relating thereto (the "Proposed Regulations").
2. Covered Executive Officers. This Policy shall apply to any individual (a "Covered Executive Officer") who, on
the last day of a taxable year, commencing with the taxable year beginning January 1, 1994, is (a) the chief
executive officer of the Corporation or is acting in such capacity, or (b) is among the four highest compensated
executive officers (other than the chief executive officer) of the Corporation. Whether an individual is the chief
executive officer or among the four highest compensated executive officers shall be determined pursuant to the
executive compensation disclosure rules under the Securities Exchange Act of 1934.
3. Incentive Compensation Award/Establishment of Performance Goals. An incentive compensation award to a
Covered Executive Officer pursuant to this Policy may be paid in the form of cash, stock, or restricted stock, or
any combination thereof. Payment of an incentive compensation award to a Covered Executive Officer under this
Policy will be contingent upon the attainment of the performance goal or goals for the Performance Period