Exhibit 10(c).
NORWEST CORPORATION
ELECTIVE DEFERRED COMPENSATION PLAN
FOR MORTGAGE BANKING EXECUTIVES
(Amended and Restated August 1, 1997)
1. Restatement of Plan. On November 22, 1994, the Board of Directors of Norwest Corporation, a Delaware
corporation (the "Corporation"), authorized the creation of a nonqualified, unfunded, elective deferral plan known
as the "Norwest Corporation Elective Deferred Compensation Plan for Mortgage Banking Executives" (the
"Prior Plan Statement") for the purpose of allowing a select group of management and highly compensated
employees of the Corporation and its subsidiaries who are substantially involved in the mortgage banking business
and who participate in an incentive compensation plan requiring mandatory deferral of incentive compensation to
defer the receipt of compensation which would otherwise be paid to those employees. The Corporation reserved
the power to amend or terminate the Prior Plan Statement by action of the Human Resources Committee of the
Corporation's Board of Directors. The Human Resources Committee desires to exercise that reserved power of
amendment by the adoption of this amended and restated Plan Statement (hereinafter referred to as the "Plan").
2. Eligibility. Each highly compensated employee of the Corporation or any of its subsidiaries who is substantially
involved in the mortgage banking business and who either participates in an incentive compensation plan requiring
mandatory deferral of incentive compensation or has been selected for participation in this Plan by the Plan
Administrator (as defined in
Section 11) or such officers of the Corporation to which the Plan Administrator has delegated its authority, shall
be eligible to participate in the Plan (each, an "Eligible Employee").
3. Deferral of Compensation. An Eligible Employee may elect to defer pursuant to Section 4(A)(2) all or a
portion of the Eligible Employee's "Regular Compensation" (salary, bonus and incentive compensation not
mandatorily deferred as req