Exhibit 10(b).
NORWEST CORPORATION
DIRECTORS' FORMULA STOCK AWARD PLAN
(As Amended Effective April 23, 1996)
1. Purpose. The purpose of the Norwest Corporation Directors' Formula Stock Award Plan (the "Plan") is to
provide compensation in the form of shares of the Corporation's common stock, $1 2/3 par value per share
("Common Stock"), to non-employee members of the Board of Directors (the "Board") of Norwest Corporation
(the "Corporation") in consideration for personal services rendered in their capacity as directors of the
Corporation. The Plan is intended to aid in attracting and retaining individuals of outstanding abilities and skills for
service on the Board.
2. Eligibility. Any person who (a) has served as a non-employee director of the Corporation during the calendar
year preceding an Award Date (as defined below) and (b) is a non-employee director of the Corporation on the
last day of such calendar year ("Eligible Non- Employee Director") shall be awarded shares of Common Stock
determined as set forth in Section 3.
3. Formula Award. In consideration for past services rendered, on February 1 of each year beginning February
1, 1997 (the "Award Date"), each Eligible Non-Employee Director who was a non-employee director of the
Corporation during all of the preceding calendar year shall be awarded that number of shares (rounded up to the
next whole share) of Common Stock having an aggregate fair market value on the Award Date equal to the
annual cash retainer established by the Board and in effect as of the immediately preceding January 1 (an
"Award"). Each Eligible Non-Employee Director who was a non-employee director of the Corporation for less
than all of the calendar year preceding an Award Date shall be awarded one-twelfth of an Award for each
calendar month or portion thereof during which such person served as a non-employee director of the
Corporation.
The fair market value shall be determined using the closing price of a share of Common Stock as reported on the
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