Contents:

Severance Agreement between the Company and Richard M. Kovacevich, Mark C. Oman and C. Webb Edwards

Amendment to Severance Agreement

(Employment Agreement with Richard M. Kovacevich is currently not on file)

Amendment to Employment Agreement with Richard M. Kovacevich

 

 

 

SEVERANCE AGREEMENT

 

 

     THIS AGREEMENT between Norwest Corporation, a Delaware corporation (the

"Corporation"), and (name) ("Executive"), dated this      day of           ,

19   .

 

                                  WITNESSETH:

 

     WHEREAS, the Corporation wishes to attract and retain well-qualified

executive and key personnel and to assure both itself and the Executive of

continuity of management in the event of any Change of Control (as defined in

Section 2) of the Corporation;

 

     NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, it is hereby agreed by and between the Corporation and the

Executive as follows:

 

     1.     OPERATION OF AGREEMENT.  The "Effective Date of this Agreement"

(or "Effective Date") shall be the date during the Contract Period (as

defined in Section 3) on which a Change of Control occurs.  Anything in this

Agreement to the contrary notwithstanding, if the Executive's employment with

the Corporation is terminated or the Executive ceases to be an officer of the

Corporation prior to the date on which a Change of Control occurs, and it is

reasonably demonstrated that such termination of employment or cessation of

status as an officer was at the request of a third party who has taken steps

reasonably calculated to effect the Change of Control, then for all purposes

of this Agreement the "Effective Date" shall mean the date immediately prior

to the date of such termination of employment or cessation of status as an

officer.

 

     2.     CHANGE OF CONTROL.  For purposes of this Agreement, a "Change of

Control" shall mean:

 

            (a)     The acquisition, other than from the Corporation, by any

                    individual, entity or group within the meaning of Section

                    13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,

                    as amended (the "Exchange Act") of beneficial ownership

                    (within the meaning of Rule 13d-3 promulgated under the

                    Exchange Act) of 20% or more of the then outstanding shares

                    of voting securities ordinarily having the right to vote for

                    the election of directors of

 

<PAGE>

 

                    the Corporation, provided, however, that the following

                    acquisitions shall not constitute a change of control: 

                    (i) any acquisition by the Corporation of any of its

                    subsidiaries, or (ii) any acquisition by any employee

                    benefit plan (or related trust) sponsored or maintained

                    by the Corporation or any of its subsidiaries; or

 

            (b)     Individuals who constitute the Board of Directors of the

                    Corporation as of the date of this Agreement (the

                    "Incumbent Board") cease for any reason to constitute at

                    least a majority of the Board, provided that any person

                    becoming a director subsequent to the date of this

                    Agreement whose election, or nomination for election by

                    the Corporation's stockholders was approved by a vote of

                    at least three-quarters of the directors comprising the

                    Incumbent Board shall be considered as though such

                    individual were a member of the Incumbent Board for

                    purposes of this clause (b), but excluding, for this

                    purpose, any such individual whose initial assumption of

                    office is in connection with an actual or threatened

                    election contest relating to the election of the

                    directors of the Corporation (as such terms are used in

                    Rule 14A-11 of Regulation 14A promulgated under the

                    Exchange Act).

 

     3.     CONTRACT PERIOD.  The "Contract Period" is the period commencing

on the date of this Agreement and ending on the earlier to occur of (i) the

third anniversary of such date; (ii) the first day of the month coinciding

with or next following the date on which the Executive qualifies for regular

retirement under the Corporation's Retirement Plan then in effect; or (iii)

the Executive's death provided, however, that commencing on the date three

years after the date of the this Agreement, and on each successive third

anniversary of such date thereafter (hereinafter referred to as the "Renewal

Date"), the Contract Period shall be automatically extended so as to

terminate on the earlier of (w) the day prior to the next Renewal Date, if

prior to such day the Executive ceases to be an elected officer of the

Corporation; (x) the first day of the month coinciding with or next following

the date on which the Executive qualifies for regular retirement under the

Corporation's Retirement Plan, then in effect; (y) the Executive's death

(unless the Effective Date occurs prior to the Executive's death); or (z) the

day prior to the next Renewal Date if at least 60 days prior to such day, the

Corporation shall give notice to the Executive that the Contract Period shall

not be

 

                                      -2-

<PAGE>

 

extended, provided, however, that in no event may the Corporation terminate

this Agreement after the Effective Date.

 

     4.     CERTAIN DEFINITIONS.

 

            (a)     CAUSE.  The Executive's employment will be terminated for

                    Cause if a majority of the Board of Directors, after the

                    Executive shall have been afforded a reasonable opportunity

                    to appear in person before the Board of Directors and to

                    present such evidence as the Executive deems appropriate,

                    determines that Cause (as defined in this Agreement) exists.

                    For purposes of this Agreement, "Cause" means (i) an act or

                    acts of fraud or misappropriation on the Executive's part

                    which result in or are intended to result in his substantial

                    personal enrichment at the expense of the Corporation; or

                    (ii) conviction of a felony.

 

            (b)     GOOD REASON.  For purposes of this Agreement, "Good Reason"

                    means, without the express written consent of the Executive:

 

                    (i)  the assignment to the Executive of any duties

                    inconsistent in any substantial respect with the Executive's

                    position, authority or responsibilities as in effect during

                    the 90-day period immediately preceding the Effective Date

                    of this Agreement, or any other substantial adverse change

                    in such position (including titles), authority or

                    responsibilities, excluding, for this purpose an isolated,

                    insubstantial and inadvertent action not taken in bad faith

                    and which is remedied by the Corporation promptly after

                    receipt of notice thereof given by the Executive;

 

                    (ii)  any failure by the Corporation to furnish the

                    Executive with compensation and benefits at a level equal to

                    or exceeding those received by the Executive from the

                    Corporation during the 90-day period preceding the Effective

                    Date of this Agreement, including a failure by the

                    Corporation to maintain its policy of paying retirement

                    benefits which would be payable under the Norwest

                    Corporation Retirement Plan but for limits imposed by the

                    Employee Retirement Income Security Act of 1974, as amended

                    ("ERISA"), other than an insubstantial and

 

                                      -3-

<PAGE>

 

                    inadvertent failure remedied by the Corporation promptly

                    after receipt of notice thereof given by the Executive;

 

                    (iii)  the Corporation's requiring the Executive to be based

                    or to perform services at any office or location other than

                    at the Corporation's headquarters in Minneapolis, Minnesota,

                    except for travel reasonably required in the performance of

                    the Executive's responsibilities;

 

                    (iv)  any failure by the Corporation to obtain the

                    assumption and agreement to perform this Agreement by a

                    successor as contemplated by Section 9(b); or

 

                    (v)  any failure by the Corporation to deposit amounts which

                    may become payable to the Executive with the Trustee as

                    contemplated by Section 8.

 

                    For the purposes of this Section 4(b), any determination of

                    "Good Reason" made by the Executive shall be conclusive.

 

            (c)     NOTICE OF TERMINATION.  Any termination of Executive's

            employment after the Effective Date by the Corporation for Cause or

            by the Executive for Good Reason or otherwise shall be communicated

            by Notice of Termination to the other party hereto given in

            accordance with Section 10(b).  For purposes of this Agreement, a

            "Notice of Termination" means a written notice which (i) indicates

            the specific termination provision in this Agreement relied upon,

            (ii) sets forth in reasonable detail the facts and circumstances

            claimed to provide a basis for termination of the Executive's

            employment under the provision so indicated, and (iii) if the

            termination date is other than the date of receipt of such notice,

            specifies the termination date (which date shall be not more than

            15 days after the giving of such notice).  The failure by the

            Executive or the Corporation to set forth in the Notice of

            Termination any fact or circumstance which contributes to a showing

            of Good Reason or Cause shall not waive any right of the Executive

            or the Corporation hereunder or preclude the Executive or the

            Corporation from asserting such fact or circumstance in enforcing

            the Executive's or the Corporation's right hereunder.

 

                                      -4-

<PAGE>

 

            (d)     DATE OF TERMINATION.  Date of Termination means the date of

            receipt of the Notice of Termination or any later date specified

            therein, as the case may be, or if the Executive's employment is

            terminated by reason of death, the date of the Executive's death.

 

     5.     OBLIGATIONS OF THE CORPORATION UPON TERMINATION. 

 

            (a)     GOOD REASON AND OTHER THAN FOR CAUSE OR DISABILITY.  Subject

            to Sections 5(c) and 5(d), if:

 

                    (i)  within three years after the Effective Date of this

                    Agreement, the Corporation shall terminate the Executive's

                    employment for any reason other than for Cause or

                    Disability; or

 

                    (ii)  within three years after the Effective Date of this

                    Agreement, the Executive shall terminate his employment for

                    Good Reason:

 

                          (I) the Corporation shall pay to the Executive in

                          a lump sum in cash within 30 days after the Date of

                          Termination, the aggregate of the amounts determined

                          pursuant to the following clauses (A) through (C)

                          inclusive;

 

                          (A) if not theretofore paid, the Executive's base

                          salary through the Date of Termination at the rate in

                          effect at the time the Notice of Termination was

                          given; and

 

                          (B) in lieu of any further payments to the

                          Executive for periods subsequent to the Date of

                          Termination, a lump sum payment ("Severance Payment")

                          in an amount equal to two times the sum of (x) the

                          Executive's annual base salary at the highest rate in

                          effect between the Effective Date of this Agreement

                          and the time the Notice of Termination was given, (y)

                          an amount equal to the annualized value of the

                          perquisites provided to the Executive as in effect at

                          the beginning of the year during which a Change of

                          Control occurs and (z)

 

                                      -5-

<PAGE>

 

                          an amount equal to the highest bonus that would be

                          payable to the Executive for the year during which

                          a Change in Control occurs if all criteria

                          necessary for payment had been satisfied (highest

                          bonus shall be determined solely by reference to

                          the maximum amount that would be payable to the

                          Executive if he were a participant in the EICP),

                          provided, however, that in no event shall the

                          Executive be entitled to receive under this clause

                          (B) more than the product obtained by multiplying

                          the amount determined as hereinabove provided in

                          this clause (B) by a fraction whose numerator shall

                          be the number of months (including fractions of a

                          month) which at the Date of Termination remain

                          until the first day of the month coinciding with or

                          next following the date on which the Executive

                          qualifies for regular retirement under the

                          Corporation's Retirement Plan then in effect and

                          whose denominator shall equal thirty-six (36); and

 

                          (C) until the earlier to occur of (i) the date

                          three years following the Date of Termination, or

                          (ii) the first day of the first month coinciding with

                          or next following the date on which the Executive

                          qualifies for regular retirement under the

                          Corporation's Retirement Plan, then in effect (the

                          period of time from the Date of Termination until the

                          earlier of (i) or (ii) is hereinafter referred to as

                          the "Unexpired Period"), the Corporation shall

                          continue to provide all benefits which the Executive

                          and/or his spouse is or would have been entitled to

                          receive under all medical, dental and group life

                          insurance plans and programs of the Corporation, in

                          each case on a basis providing the Executive or his

                          spouse with the opportunity to receive benefits at

                          least equal to the greatest benefits provided by the

                          Corporation for the Executive and/or his spouse under

                          such plans and programs if and as

 

                                      -6-

<PAGE>

 

                          in effect at any time during the 90-day period

                          immediately preceding the Effective Date.

 

            (b)     CAUSE OR DISABILITY.  If the Corporation shall terminate

            the Executive's employment for Cause or at a time the Executive

            is entitled to receive benefits under the Norwest Corporation

            Long-Term Salary Continuation Plan or any plan adopted as a

            substitute or replacement therefor, the Corporation shall pay to

            the Executive in a lump sum in cash within 20 days after the Date

            of Termination all unpaid compensation earned through the Date of

            Termination.

 

            (c)     DEATH.  If the Executive dies before the Effective Date of

            this Agreement (as defined in paragraph 1 herein), the Corporation

            shall have no obligation to make any payments under this Agreement.

            If the Executive dies after the Effective Date of this Agreement,

            the Corporation shall make all payments due under Section 5(a) to

            the designated beneficiary of the Executive, or in the event no

            beneficiary is named or living, to the Executive's estate.

 

            (d)     CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION. 

 

                    (i)  Anything in this Agreement to the contrary

                    notwithstanding, if it shall be determined that any payment

                    or distribution by the Corporation to or for the benefit of

                    the Executive, whether paid or payable or distributed or

                    distributable pursuant to the terms of this Agreement or

                    otherwise (a "Payment") would impose an excise tax liability

                    on the Executive pursuant to Sections 1 and 4999 of the Code

                    and its regulations, or any interest or penalties are

                    incurred by the Executive with respect to such excise tax

                    (such excise tax, together with any such interest and

                    penalties, are hereinafter collectively referred to as the

                    "Excise Tax"), then the Executive shall be entitled to

                    receive an additional payment (a "Gross-Up Payment") in an

                    amount such that after payment by the Executive of all taxes

                    (including any interest or penalties imposed with respect to

                    such taxes), including, without limitation, any income taxes

                    and Excise Tax imposed upon the

 

                                      -7-

<PAGE>

 

                    Gross-Up Payment, the Executive retains an amount of the

                    Gross-Up Payment equal to the Excise Tax imposed upon the

                    Payments.

 

                    (ii)  Subject to the provisions of Section 5(d)(iii),

                    determinations to be required under this Section 5(d),

                    including whether a Gross-Up Payments is required and the

                    amount of such Gross-Up Payment, shall be made by Arthur

                    Andersen & Co. or another big eight accounting firm selected

                    by the Executive within 5 days after the Date of Termination

                    ("Accounting Firm") which shall provide detailed supporting

                    calculations both to the Corporation and to the Executive

                    within fifteen (15) business days of the Date of

                    Termination, if applicable, or such earlier time as is

                    requested by the Corporation.  All fees and expenses of the

                    Accounting Firm shall be borne solely by the Corporation.

                    The initial Gross-Up Payment, if any, as determined pursuant

                    to this Section 5(d)(ii), shall be paid to the Executive

                    within five days of the receipt of the Accounting Firm's

                    determination. 

 

                    If the Accounting Firm determines that no Excise Tax is

                    payable by the Executive, it shall furnish the Executive

                    with an opinion that failure to report the Excise Tax on the

                    Executive's applicable federal income tax return would not

                    result in the imposition of a negligence or similar penalty.

                    Any determination by the Accounting Firm shall be binding

                    upon the Corporation and the Executive.  As a result of the

                    uncertainty in the application of Section 4999 of the Code

                    at the time of the initial determination by the Accounting

                    Firm hereunder, it is possible that Gross-Up Payments which

                    will not have been made by the Corporation should have been

                    made ("Underpayment"), consistent with the calculations

                    required to be made hereunder.  In the event that the

                    Corporation exhausts its remedies pursuant to 5(d)(iii) and

                    the Executive thereafter is required to make a payment of

                    any Excise Tax, the Accounting Firm shall determine the

                    amount of the Underpayment that has occurred and any such

                    Underpayment shall be promptly paid by the Corporation to or

                    for the benefit of the Executive.

 

                                      -8-

<PAGE>

 

                    (iii)  The Executive shall notify the Corporation in writing

                    of any claim by the Internal Revenue Service that, if

                    successful, would require the payment by the Corporation of

                    the Gross-Up Payment or Underpayment.  Such notification

                    shall be given as soon as practicable but no later then ten

                    (10) business days after the Executive knows of such claim

                    and shall apprise the Corporation of the nature of such

                    claim and the date on which such claim is requested to be

                    paid.  The Executive shall not pay such claim prior to the

                    expiration of the 30-day period following the date on which

                    it gives such notice to the Corporation (or such shorter

                    period ending on the date that any payment of taxes with

                    respect to such claim is due).  If the Corporation notifies

                    the Executive in writing prior to the expiration of such

                    period that it desires to contest such claim, the Executive

                    shall:

 

                    (aa)  give the Corporation any information reasonably

                    requested by the Corporation relating to such claim,

 

                    (bb)  take such action in connection with contesting such

                    claim as the Corporation shall reasonably request in writing

                    from time to time, including, without limitation, accepting

                    legal representation with respect to such claim by an

                    attorney reasonably selected by the Corporation,

 

                    (cc)  cooperate with the Corporation in good faith in order

                    effectively to contest such claim,

 

                    (dd)  permit the Corporation to participate in any

                    proceedings relating to such claim; provided, however, that

                    the Corporation shall bear and pay directly all costs and

                    expenses (including additional interest and penalties)

                    incurred in connection with such contest and shall indemnify

                    and hold the Executive harmless, on an after-tax basis for

                    all such costs, expenses and any Excise Tax or income tax,

                    including interest and penalties with respect thereto,

                    imposed as a result of such representation.  Without

                    limitation on the foregoing provisions of this Section, the

                    Corporation shall control all proceedings taken in

                    connection with

 

                                      -9-

<PAGE>

 

                    such contest and, at its sole option, may pursue or forgo

                    any and all administrative appeals, proceedings, hearings

                    and conferences with the taxing authority in respect of

                    such claim and may, at its sole option, either direct the

                    Executive to pay the tax claimed and sue for a refund or

                    contest the claim in any permissible manner, and the

                    Executive agrees to prosecute such contest to a

                    determination before any administrative tribunal, in a

                    court of initial jurisdiction and in one or more

                    appellate courts, as the Corporation shall determine;

                    provided, however, that if the Corporation directs the

                    Executive to pay such claim and sue for a refund, the

                    Corporation shall advance the amount of such payment to

                    the Executive, on an interest-free basis and shall

                    indemnify and hold the Executive harmless, on an

                    after-tax basis, from any costs, expenses, Excise Tax or

                    income tax, including interest or penalties with respect

                    thereto, imposed with respect to such advance or with

                    respect to any imputed income with respect to such

                    advance; and further provided that any extension of the

                    statute of limitations relating to payment of taxes for

                    the taxable year of the Executive with respect to which

                    such contested amount is claimed to be due is limited

                    solely to such contested amount.  Furthermore, the

                    Corporation's control of the contest shall be limited to

                    issues with respect to which  a Gross-Up Payment would be

                    payable hereunder and the Executive shall be entitled to

                    settle or contest, as the case may be, any other issue

                    raised by the Internal Revenue Service or any other

                    taxing authority.

 

                    (iv)  If, after the receipt by the Executive of an amount

                    advanced by the Corporation pursuant to Section 5(d)(iii),

                    the Executive becomes entitled to receive any refund with

                    respect to such claim, the Executive shall promptly pay to

                    the Corporation the amount of such refund (together with any

                    interest paid or credited thereon after taxes applicable

                    thereto).  If, after the receipt by the Executive of an

                    amount advanced by the Corporation pursuant to Section

                    5(d)(iii),

 

                                      -10-

<PAGE>

 

                    a determination is made that the Executive shall not be

                    entitled to any refund with respect to such claim and the

                    Corporation does not notify the Executive in writing of

                    its intent to contest such denial of refund prior to the

                    expiration of 30 days after such determination, then such

                    advance shall be forgiven and shall not be required to be

                    repaid and the amount of such advance shall offset, to

                    the extent thereof, the amount of Gross-Up Payment

                    required to be paid.

 

     6.     NON-EXCLUSIVITY OF RIGHTS.  Except as set forth in Section 5(d),

nothing in this Agreement shall prevent or limit the Executive's continuing or

future participation in any benefit, bonus, incentive or other plan, policy,

program, or practice provided by the Corporation or any of its affiliated

companies and for which the Executive may qualify, nor shall anything herein

limit or otherwise affect such rights as the Executive may have under any

employment, stock option or other agreements with the Corporation or any of its

affiliated companies.  Amounts which are vested benefits or which the Executive

is otherwise entitled to receive under any plan or program of the Corporation or

any of its affiliated companies at or subsequent to the Date of Termination

shall be payable in accordance with such plan or program, except as specifically

modified hereunder.

 

     7.     FULL SETTLEMENT.  The Corporation's obligation to make the payments

provided for in this Agreement and otherwise to perform its obligations

hereunder shall not be affected by any circumstances, including, without

limitation, any setoff, counterclaim, recoupment, defense or other right which

the Corporation may have against the Executive or others or by any amounts

received by Executive from others.  In no event shall the Executive be obligated

to seek other employment by way of mitigation of the amounts payable to the

Executive under any of the provisions of this Agreement.  The Corporation agrees

to pay, to the full extent permitted by law, all legal fees and expenses which

the Executive may reasonably incur as a result of any contest (regardless of the

outcome thereof) by the Corporation or others of the validity or enforceability

of, or liability under any provision of this Agreement or any guarantee of

performance thereof (including as a result of any contest by the Executive about

the amount of any payment pursuant to Section 5(d) of this Agreement), plus

interest in each case at the applicable federal rate provided for in Section

7872(f)(2) of the Code.

 

                                      -11-

<PAGE>

 

     8.     TRUSTEE.  Immediately upon execution of this Agreement, the

Corporation shall use its best efforts to establish a trust with an

institutional trustee selected by the Corporation (the "Trustee") for the

purpose of distributing payments pursuant to this Agreement.  Upon written

demand by the Executive given at any time after a Change of Control occurs, the

Corporation shall deposit with the Trustee designated by the Corporation prior

to the Effective Date of this Agreement, or by the Executive in such written

demand if the Corporation has not designated the Trustee, amounts which may

become payable to the Executive pursuant to Section 5 with irrevocable

instructions to pay amounts to the Executive when due in accordance with the

terms of this Agreement.  All charges of the Trustee shall be paid by the

Corporation.  The Trustee shall be entitled to rely conclusively on the

Executive's or the Accounting Firm's written statement as to the fact that

payments are due under this Agreement and the amount of such payments.  If the

Trustee is not notified that payments are due under this Agreement within three

years and 20 days after receipt of a deposit hereunder, all amounts deposited

with the Trustee and earnings with respect thereto shall be delivered to the

Corporation on demand.

 

 

     9.     SUCCESSORS.

 

            (a)     This Agreement is personal to the Executive and without the

            prior written consent of the Corporation shall not be assignable by

            the Executive otherwise than by will or the laws of descent and

            distribution.  This Agreement shall inure to the benefit of and be

            enforceable by the Executive's designated beneficiary or, if none,

            estate.

 

            (b)     This Agreement shall inure to the benefit of and be binding

            upon the Corporation and its successors.  The Corporation shall

            require any successor to all or substantially all of the business

            and/or assets of the Corporation, whether directly or indirectly,

            by purchase, merger, consolidation, acquisition of stock, or

            otherwise, by an agreement in form and substance satisfactory to

            the Executive, expressly to assume and agree to perform this

            Agreement in the same manner and to the same extent as the

            Corporation would be required to perform if no such succession had

            taken place.

 

                                      -12-

<PAGE>

 

10.  MISCELLANEOUS.

 

            (a)     This Agreement shall be governed by and construed in

            accordance with the laws of the state of Minnesota, without

            reference to principles of conflict of laws.  The captions of this

            Agreement are not part of the provisions hereof and shall have no

            force or effect.  This Agreement may not be amended or modified

            otherwise than by a written agreement executed by the parties

            hereto or their respective successors and legal representatives.   

 

            (b)     All notices and other communications hereunder shall be in

            writing and shall be given by hand delivery to the other party or

            by registered or certified mail, return receipt requested, postage

            prepaid, addressed as follows:

 

                    IF TO THE EXECUTIVE:

 

                    (name)

                    Address

                    City, State, Zip

 

                    IF TO THE CORPORATION:

 

                    Norwest Corporation

                    Sixth & Marquette

                    Minneapolis, Minnesota  55479

                    Attention:  Secretary

 

            or to such other address as either party shall have furnished to

            the other in writing in accordance herewith.  Notice and

            communications shall be effective when actually received by the

            addressee.

 

            (c)     The invalidity or unenforceability of any provision of this

            Agreement shall not affect the validity or enforceability of any

            other provision of this Agreement.

 

            (d)     The Corporation may withhold from any amounts payable under

            this Agreement such Federal, state or local taxes as shall be

            required to be withheld pursuant to any applicable law or

            regulation, provided, however, that such withholding shall be

            consistent with the calculations made by Accounting Firm under

            Section 5(d) of the Agreement.

 

            (e)     This Agreement contains the entire understanding with the

            Executive with respect to the subject matter hereof.

 

                                      -13-

<PAGE>

 

            (f)     The employment of Executive by the Corporation may be

            terminated by either the Executive or the Corporation at any time

            and for any reason.  Nothing contained in the Agreement shall

            affect such rights to terminate, provided, however, that nothing in

            this Section 10(f) shall prevent the Executive from receiving any

            amounts payable pursuant to Section 5 of this Agreement.  However,

            if prior to the Effective Date of this Agreement, (i) the

            Executive's employment with the Corporation terminates, or (ii) the

            Executive ceases to be an officer of the Corporation, then the

            Executive shall have no further rights under this Agreement.

 

            (g)     The Executive's failure to insist upon strict compliance

            with any provision hereof or the failure to assert any right the

            Executive or the Corporation may have hereunder shall not be deemed

            to be a waiver of such provision or any other provision thereof.

 

            (h)     If, at any time prior to the Effective Date, the Executive

            ceases to be an employee of the Corporation or its subsidiaries,

            this Agreement shall terminate and the Executive shall have no

            right to receive any payments described herein.

 

     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant

to the authorization from its Board of Directors, the Corporation has caused

these presents to be executed in its name on its behalf, and its corporate seal

to be hereunto affixed and attested by its secretary, all as of the day and year

first above written.

 

 

                                       ------------------------------------

                                                     Executive

 

 

                                       NORWEST CORPORATION

 

ATTEST:                                By:

                                           --------------------------------

                                       Its:

                                            -------------------------------

 

- ------------------------------------

            Secretary

             (Seal)

 

 

 

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AMENDMENT TO SEVERANCE AGREEMENT

This Amendment to Severance Agreement between Norwest Corporation, a Delaware corporation (the "Corporation"), and Richard M. Kovacevich (the "Executive") is effective as of January 1, 1995.

RECITALS

WHEREAS the Corporation and the Executive entered into a Severance Agreement dated March 11, 1991, which provides that any amendments or modifications thereto must be made by a written agreement signed by the parties; and

WHEREAS effective March 16, 1992, the Executive and the Corporation amended paragraph 5(a)(ii)(I)(B) of the Severance Agreement, which amendment includes reference to awards under the Corporation's Executive Incentive Compensation Plan ("EICP"); and

WHEREAS the Executive is the Chief Executive Officer of the Corporation and, as a result of the Corporation's adoption of the Performance-Based Compensation Policy for Covered Executive Officers (the "Policy") which applies to the chief executive officer, is no longer a participant in the EICP; and

WHEREAS the parties wish to further amend paragraph 5(a)(ii)(I)(B) of the Severance Agreement to provide for the change from EICP to the Policy but not to increase the compensation to be paid to the Executive or otherwise materially modify the Severance Agreement.

AGREEMENT

NOW, THEREFORE, the Corporation and the Executive agree to further amend the language of paragraph 5(a)(ii)(I)(B) of the Severance Agreement by deleting the language that appears immediately before the proviso in that paragraph and substituting in its place the following language:

"in lieu of any further payments to the Executive for periods subsequent to the Date of Termination, a lump sum payment ("Severance Payment") in an amount equal to two times the sum of (x) the Executive's annual base salary at the highest rate in effect between the Effective Date of this Agreement and the time the Notice of Termination was given, (y) an amount equal to the annualized value of the perquisites provided to the Executive as in effect at the beginning of the year during which a Change of Control occurs and (z) an amount equal to the average of the incentive compensation awarded to the Executive under the terms of the Executive Incentive Compensation Plan or the Performance-Based Compensation Policy for Covered Executive Officers for the two calendar years immediately preceding the Change of Control.

IN WITNESS WHEREOF, the Executive and an Executive Vice President of the Corporation have executed this Amendment to Severance Agreement and the Corporation has caused its corporate seal to be hereunto affixed by its Secretary, as of the effective date indicated above.

NORWEST CORPORATION

By: /s/ Stanley S. Stroup /s/ Richard M. Kovacevich Executive Vice President Executive

ATTEST:

/s/ Laurel A. Holschuh Secretary (Seal)

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AMENDMENT TO AGREEMENT

This Amendment to the letter agreement (the "Agreement") between Norwest Corporation, a Delaware corporation (the "Corporation"), and Richard M. Kovacevich (the "Executive") is effective as of January 1, 1995.

RECITALS

WHEREAS the Corporation and the Executive entered into an Agreement regarding severance pay dated March 18, 1991, which includes reference to awards under the Norwest Executive Incentive Compensation Plan ("EICP"); and

WHEREAS the Executive is the Chief Executive Officer of the Corporation and, as a result of the Corporation's adoption of the Performance-Based Compensation Policy for Covered Executive Officers (the "Policy") which applies to the chief executive officer, is no longer a participant in the EICP; and

WHEREAS the parties wish to amend the Agreement to provide for the change from EICP to the Policy but not to increase the compensation to be paid to the Executive or otherwise materially modify the Agreement.

AGREEMENT

NOW, THEREFORE, the Corporation and the Executive agree to amend paragraph (ii) of the Agreement in its entirety to read as follows:

"(ii) pay you an amount equal to the actual award you received for the immediately preceding year under the Performance-Based Compensation Policy for Covered Executive Officers (the "Policy") prorated for actual time elapsed during the year your employment is terminated, less amounts, if any, you are entitled to receive with respect to awards under the Policy pursuant to Norwest severance policies or other agreements then in effect; and"

IN WITNESS WHEREOF, the Executive and the Corporation have executed this Amendment to Agreement as of the effective date indicated above.

NORWEST CORPORATION

By: /s/ Stanley S. Stroup
Executive Vice President

/s/ Richard M. Kovacevich
Richard M. Kovacevich

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