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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 15, 1994 Commission File Number 1-2979
NORWEST CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 41-0449260
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479 (612) 667-1234
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(Address of principal executive (Zip Code) (Registrant's telephone
offices) number, including area code)
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
4(a) Form of Distribution Agreement.
4(b) Form of Fixed Rate Medium-Term Note.
4(c) Form of Floating Rate Medium-Term Note.
4(d) Form of Calculation Agent Agreement between the Corporation and
Norwest Bank Minnesota, N.A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
Registrant
Dated: November 15, 1994 By /s/ Charles D. White
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Charles D. White, Senior Vice President
and Treasurer
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NORWEST CORPORATION
INDEX TO EXHIBITS
Form of
Exhibit No. Exhibit Filing
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4(a) Form of Distribution Agreement. . . . . . . . Electronic
Transmission
4(b) Form of Fixed Rate Medium-Term Note . . . . . Electronic
Transmission
4(c) Form of Floating Rate Medium-Term Note. . . . Electronic
Transmission
4(d) Form of Calculation Agent Agreement between
the Corporation and Norwest Bank Minnesota,
N.A. . . . . . . . . . . . . . . . . . . . . Electronic
Transmission
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EXHIBIT 4(a)
[Series E Notes]
NORWEST CORPORATION
MEDIUM-TERM NOTES DUE
9 MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
November 15, 1994
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281
CS First Boston Corporation
55 East 52nd Street
New York, New York 10055
Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005-1285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Norwest Corporation, a Delaware corporation (the "Company"), confirms
its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston Corporation, Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman,
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Sachs & Co., Morgan Stanley & Co. Incorporated and Salomon Brothers Inc
(individually, an "Agent", and collectively, the "Agents") with respect to the
issue and sale by the Company of its Medium-Term Notes described herein (the
"Notes"). The Notes are to be issued pursuant to an indenture (the "Indenture")
dated as of December 15, 1993, as amended from time to time, between the Company
and The First National Bank of Chicago, as trustee (the "Trustee"). As of the
date hereof, the Company has authorized the issuance and sale of up to U.S.
$1,000,000,000 aggregate initial public offering price (or its equivalent, based
upon the applicable exchange rate at the time of issuance, in such foreign
currencies or foreign currency units as the Company shall designate at the time
of issuance) of Notes through the Agents pursuant to the terms of this
Agreement. It is understood, however, that the Company may from time to time
authorize the issuance of additional Notes and that such additional Notes may be
sold through or to the Agents pursuant to the terms of this Agreement, all as
though the issuance of such Notes were authorized as of the date hereof.
This Agreement provides both for the sale of Notes by the Company
directly to purchasers, in which case the Agents will act as agents of the
Company in soliciting Note purchases, and (as may from time to time be agreed to
by the Company and any Agent) to any Agent as principal for resale to
purchasers.
The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-3 (No. 033-55429) for the registration
of debt securities, including the Notes, under the Securities Act of 1933, as
amended, (the "1933 Act"), and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the SEC under the 1933
Act (the "1933 Act Regulations"). Such registration statement has been declared
effective by the SEC and the Indenture has been qualified under the Trust
Indenture Act of 1939 (the "1939 Act"). Such registration statement (and any
further registration statements which may be filed by the Company for the
purpose of registering additional Notes and in connection with which this
Agreement is included or incorporated by reference as an exhibit) and the
prospectus constituting a part thereof, and any prospectus supplements relating
to the Notes, including all documents incorporated therein by reference, as from
time to time amended or supplemented by the filing of documents pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or the 1933 Act or
otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus", respectively, except that if any revised prospectus shall be
provided to the Agents by the Company for use in connection with the offering of
the Notes which is not required to be filed by the Company pursuant to
Rule 424(b) of the 1933 Act Regulations, the term "Prospectus" shall refer to
such revised prospectus from and after the time it is first provided to the
Agents for such use.
SECTION 1. APPOINTMENT AS AGENTS.
(a) APPOINTMENT OF AGENTS. Subject to the terms and conditions
stated herein and subject to the reservation by the Company of the right to sell
Notes directly on its own behalf or through any of its affiliated entities, the
Company hereby appoints the Agents as the
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agents for the purpose of soliciting purchases of the Notes from the Company by
others and agrees that, except as otherwise contemplated herein, whenever the
Company determines to sell Notes directly to any Agent as principal for resale
to others, it will enter into a Terms Agreement (hereafter defined) relating to
such sale in accordance with the provisions of Section 3(b) hereof. In
addition, an Agent may offer the Notes it has purchased as principal to other
dealers and may sell Notes to any dealer at a discount, and, unless otherwise
specified in an applicable Pricing Supplement, such discount allowed to any
dealer will not be in excess of the discount to be received by such Agent. No
Notes that the Company has agreed to sell pursuant to this Agreement shall be
deemed to have been purchased and paid for or sold by the Company until such
Notes shall have been delivered to the purchaser thereof against payment by such
purchaser. The Company may accept offers to purchase Notes through an agent
other than an Agent; PROVIDED, HOWEVER, that (i) the Company shall give each of
the Agents notice of its decision to accept such an offer to purchase Notes
promptly following such acceptance, and (ii) any such other agent shall agree to
be bound by and subject to the terms and conditions of this Agreement binding on
the Agents (including, but not limited to, the commission schedule set forth on
Schedule A).
(b) REASONABLE EFFORTS SOLICITATIONS; RIGHT TO REJECT OFFERS. Upon
receipt of instructions from the Company, each of the Agents will use its
reasonable efforts to solicit purchases of such principal amount of the Notes as
the Company and such Agent shall agree upon from time to time during the term of
this Agreement, it being understood that the Company shall not approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the principal amount
of Notes registered pursuant to the Registration Statement. The Agents will
have no responsibility for maintaining records with respect to the aggregate
principal amount of Notes sold, or of otherwise monitoring the availability of
Notes for sale under the Registration Statement. Each Agent will communicate to
the Company, orally or in writing, each offer to purchase Notes, other than
those offers rejected by such Agent. Each Agent shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes, as a
whole or in part, and any such rejection shall not be deemed a breach of such
Agent's agreement contained herein. The Company may accept or reject any
proposed purchase of the Notes, in whole or in part.
(c) SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. In soliciting
purchases of the Notes on behalf of the Company and in performing its other
obligations hereunder (other than with respect to any purchase by any Agent as
principal pursuant to a Terms Agreement), each Agent shall act solely as agent
for the Company and not as principal. Each Agent shall make reasonable efforts
to assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by such Agent and accepted by the Company,
PROVIDED, HOWEVER, that such Agent shall not have any liability to the Company
in the event any such purchase is not consummated for any reason. If the
Company shall default on its obligation to deliver Notes to a purchaser whose
offer it has accepted, the Company shall (i) hold such Agent harmless against
any loss, claim or damage arising from or as a result of such default by the
Company and (ii) notwithstanding such default, pay to such Agent any
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commission to which it would be entitled in connection with such sale. The
Agents shall not have any obligation to purchase Notes from the Company as
principal, but any Agent may agree from time to time to purchase Notes as
principal. Any such purchase of Notes by an Agent as principal shall be made in
accordance with Section 3(b) hereof.
(d) RELIANCE. The Company and the Agents agree that any Notes the
placement of which any Agent arranges shall be placed by such Agent, and any
Notes purchased by such Agent shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (whether through such Agent as agent or to such Agent as
principal), as of the date of each delivery of Notes (whether through such Agent
as agent or to such Agent as principal) (the date of each such delivery to the
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of any time that the Registration Statement or the Prospectus shall be amended
or supplemented or there is filed with the SEC any document incorporated by
reference into the Prospectus (each of the times referenced above being referred
to herein as a "Representation Date") as follows:
(i) REGISTRATION STATEMENT AND PROSPECTUS. At the time the
Registration Statement became effective, the Registration Statement
complied, and as of the applicable Representation Date will comply, in
all material respects with the requirements of the 1933 Act and the
1933 Act Regulations and the 1939 Act and the rules and regulations of
the SEC promulgated thereunder. The Registration Statement, at the
time it became effective, did not, and at each time thereafter at
which any amendment to the Registration Statement becomes effective or
any Annual Report on Form 10-K is filed by the Company with the SEC
and as of each Representation Date, will not, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading. The Prospectus as of the date hereof does not, and as of
each Representation Date will not, contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; PROVIDED, HOWEVER, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any of the Agents expressly for
use in the Registration Statement or Prospectus.
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(ii) INCORPORATED DOCUMENTS. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are
filed with the SEC, complied or when so filed will comply, as the case
may be, in all material respects with the requirements of the 1934 Act
and the rules and regulations promulgated thereunder (the "1934 Act
Regulations"), and, when read together and with the other information
in the Prospectus, did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were or are made, not
misleading.
(iii) AUTHORIZATION AND VALIDITY OF THIS AGREEMENT, THE
INDENTURE AND THE NOTES. This Agreement and any Terms Agreement have
been duly authorized and, upon execution and delivery by each Agent,
will be a valid and binding agreement of the Company; the Indenture
has been duly authorized and, upon execution and delivery by the
Trustee, will be a valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of
creditors' rights generally, or by general equity principles, and
except further as enforcement thereof may be limited by
(A) requirements that a claim with respect to any Notes denominated
other than in U.S. dollars (or a foreign currency or foreign currency
unit judgment in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (B) governmental authority to limit,
delay or prohibit the making of payments in foreign currency or
currency units or payments outside the United States; the Notes have
been duly and validly authorized for issuance, offer and sale pursuant
to this Agreement and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and the Indenture against
payment of the consideration therefor specified in the Prospectus or
pursuant to any Terms Agreement, the Notes will constitute valid and
legally binding obligations of the Company enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting enforcement of creditors' rights generally or
by general equity principles, and except further as enforcement
thereof may be limited by (i) requirements that a claim with respect
to any Notes denominated other than in U.S. dollars (or a foreign
currency or currency unit judgment in respect of such claim) be
converted into U.S. dollars at a rate or exchange prevailing on a date
determined pursuant to applicable law or (ii) governmental authority
to limit, delay or prohibit the making of payments outside the United
States; the Notes and the Indenture will be substantially in the form
heretofore delivered to each Agent and conform in all material
respects to all statements relating thereto contained in the
Prospectus; and the Notes will be entitled to the benefits provided by
the Indenture.
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(iv) FLORIDA BLUE SKY DISCLOSURE. The Company has complied with all
provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of
Florida).
(v) INVESTMENT COMPANY ACT OF 1940. Neither the Company nor any
subsidiary of the Company is subject to registration or regulation under
the Investment Company Act of 1940, as amended.
(vi) LEGAL PROCEEDINGS; CONTRACTS. Except as may be set forth in the
Registration Statement or Prospectus, there is no action, suit or
proceeding before or by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company, threatened
against or affecting, the Company or any of its subsidiaries, which might,
in the opinion of the Company, result in any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise, or might materially affect the properties or assets thereof;
and there are no contracts or documents of the Company or any of its
subsidiaries which are required to be filed as exhibits to the Registration
Statement by the 1933 Act or by the 1933 Act Regulations which have not
been so filed.
(b) ADDITIONAL CERTIFICATIONS. Any certificate signed by any
director or officer of the Company and delivered to any Agent or to counsel for
any Agent in connection with an offering of Notes or the sale of Notes to such
Agent as principal shall be deemed a representation and warranty by the Company
to such Agent as to the matters covered thereby on the date of such certificate
and at each Representation Date subsequent thereto.
SECTION 3. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.
(a) SOLICITATIONS AS AGENT. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each Agent agrees, as an agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes upon the terms and conditions
set forth herein and in the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through any Agent, as agent, commencing
at any time for any period of time or permanently. Upon receipt of instructions
from the Company, such Agent will forthwith suspend solicitation of purchases
from the Company until such time as the Company has advised such Agent that such
solicitation may be resumed.
The Company agrees to pay the presenting Agent (or jointly to two or
all Agents if such solicitation is jointly made) on the settlement date
applicable to such Note a commission, in the form of a discount, equal to the
applicable percentage of the principal amount of each
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Note sold by the Company as a result of a solicitation made by such Agent as set
forth in Schedule A hereto.
The purchase price, interest rate, maturity date and other terms of
the Notes shall be agreed upon by the Company and the applicable Agent and set
forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be
prepared following each acceptance by the Company of an offer for the purchase
of Notes. Except as may be otherwise provided in such a Pricing Supplement, the
Notes will be issued in denominations of U.S. $1,000 or any larger amount that
is an integral multiple of U.S. $1,000. All Notes sold through any Agent as
agent will be sold at 100% of their principal amount unless otherwise agreed to
by the Company and such Agent.
(b) PURCHASES AS PRINCIPAL. Each sale of Notes to an Agent as
principal shall be made in accordance with the terms contained herein and
pursuant to a separate agreement which will provide for the sale of such Notes
to, and the purchase and reoffering thereof by, such Agent. Each such separate
agreement (which may be an oral agreement, if confirmed in writing by facsimile
transmission or otherwise) between an Agent and the Company is herein referred
to as a "Terms Agreement". Unless the context otherwise requires, each
reference contained herein to "this Agreement" shall be deemed to include any
applicable Terms Agreement between the Company and an Agent. Each such Terms
Agreement, whether oral or in writing, shall be with respect to such information
(as applicable) as is specified in Exhibit A hereto. An Agent's commitment to
purchase Notes as principal pursuant to any Terms Agreement shall be deemed to
have been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each Terms Agreement shall specify the principal amount of Notes to be
purchased by the Agent pursuant thereto, the price to be paid to the Company for
such Notes (which, if not so specified in a Terms Agreement, shall be at a
discount equivalent to the applicable commission set forth in Schedule A
hereto), the time and place of delivery of and payment for such Notes, any
provisions relating to rights of, and default by, purchasers acting together
with the Agent in the reoffering of the Notes, and such other provisions
(including further terms of the Notes) as may be mutually agreed upon. An Agent
may utilize a selling or dealer group in connection with the resale of the Notes
purchased. Such Terms Agreement shall also specify the requirements for the
officer's certificate, opinions of counsel and comfort letter pursuant to
Sections 7(b), 7(c) and 7(d) hereof.
(c) ADMINISTRATIVE PROCEDURES. The Company and the Agents hereby
agree to the Administrative procedures with respect to the sale of Notes set
forth in Annex A hereto (the "Procedures"). Each of the Agents and the Company
agree to perform the respective duties and obligations specifically provided to
be performed by them in the Procedures.
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SECTION 4. COVENANTS OF THE COMPANY.
The Company covenants with each Agent as follows:
(a) NOTICE OF CERTAIN EVENTS. The Company will notify each Agent
immediately (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the SEC for filing of any supplement to
the Prospectus or any document to be filed pursuant to the 1934 Act which will
be incorporated by reference in the Prospectus, (iii) of the receipt of any
comments from the SEC with respect to the Registration Statement or the
Prospectus, (iv) of any request by the SEC for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for additional
information, and (v) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.
(b) NOTICE OF CERTAIN PROPOSED FILINGS. The Company will give each
Agent notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Notes, any amendment to
the Registration Statement or any amendment or supplement to the Prospectus
(other than an amendment or supplement providing solely for a change in the
interest rates of Notes), whether by the filing of documents pursuant to the
1934 Act, the 1933 Act or otherwise, and will furnish each Agent with copies of
any such amendment or supplement or other documents proposed to be filed or
prepared a reasonable time in advance of such proposed filing or preparation, as
the case may be, and will not file any such amendment or supplement or other
documents in a form to which you or your counsel shall reasonably object.
(c) COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS. The
Company will deliver to each Agent as many signed and conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as such Agent may
reasonably request. The Company will furnish to each Agent as many copies of
the Prospectus (as amended or supplemented) as such Agent shall reasonably
request so long as the Agent is required to deliver a Prospectus in connection
with sales or solicitations of offers to purchase the Notes.
(d) PREPARATION OF PRICING SUPPLEMENTS. The Company will prepare,
with respect to any Notes to be sold through or to any Agent pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by the Agent and will file such Pricing Supplement pursuant to
Rule 424(b)(3) under the 1933 Act not later than the close of business of the
SEC on the fifth business day after the date on which such Pricing Supplement is
first used.
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(e) REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in subsection (k) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which it
is necessary, in the reasonable opinion of counsel for the Agents or counsel
for the Company, to further amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of either such counsel, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed
in writing, to each Agent to cease the solicitation of offers to purchase the
Notes in such Agent's capacity as agent and to cease sales of any Notes such
Agent may then own as principal pursuant to a Terms Agreement, and the Company
will promptly prepare and file with the SEC such amendment or supplement,
whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise,
as may be necessary to correct such untrue statement or omission or to make the
Registration Statement and Prospectus comply with such requirements.
(f) PROSPECTUS REVISIONS -- PERIODIC FINANCIAL INFORMATION. Except
as otherwise provided in subsection (k) of this Section, on or prior to the date
on which there shall be released to the general public interim financial
statement information related to the Company with respect to each of the first
three quarters of any fiscal year or preliminary financial statement information
with respect to any fiscal year, the Company shall furnish such information to
each Agent, confirmed in writing.
(g) EARNINGS STATEMENTS. The Company will make generally available
to its security holders as soon as practicable, but not later than 90 days after
the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the 1933 Act) covering each
twelve month period beginning, in each case, not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in such
Rule 158) of the Registration Statement with respect to each sale of Notes.
(h) BLUE SKY QUALIFICATIONS. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as any Agent may designate, and will maintain such qualifications
in effect for as long as may be required for the distribution of the Notes;
provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified. The Company will file such
statements and reports as may be required by the laws of each jurisdiction in
which the Notes have been qualified as above provided. The Company will
promptly advise each Agent of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Notes for sale in any
such state or jurisdiction or the initiating or threatening of any proceeding
for such purpose and will promptly notify each Agent
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if at any time the Company must make or amend a disclosure required by
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).
(i) 1934 ACT FILINGS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all documents required to be filed with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act.
(j) STAND-OFF AGREEMENT. If required pursuant to the terms of a
Terms Agreement with any Agent, between the date of any Terms Agreement and the
Settlement Date with respect to such Terms Agreement, the Company will not,
without the such Agent's prior consent, offer or sell, or enter into any
agreement to sell, any debt securities of the Company with terms substantially
similar to those of the Notes which are the subject of such Terms Agreement
(other than the Notes that are to be sold pursuant to such Terms Agreement and
commercial paper in the ordinary course of business).
(k) SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be
required to comply with the provisions of subsections (e) or (f) of this Section
with respect to any Agent during any period from the time (i) such Agent shall
have suspended solicitation of purchases of the Notes in its capacity as agent
pursuant to a request from the Company and (ii) such Agent shall not then hold
any Notes as principal purchased pursuant to a Terms Agreement, to the time the
Company shall determine that solicitation of purchases of the Notes should be
resumed or shall subsequently enter into a new Terms Agreement with such Agent.
SECTION 5. CONDITIONS OF OBLIGATIONS.
The obligations of each Agent to solicit offers to purchase the Notes
as agent of the Company, the obligations of any purchasers of the Notes sold
through any Agent as agent, and any obligation of any Agent to purchase Notes
pursuant to a Terms Agreement will be subject to the accuracy of the
representations and warranties on the part of the Company herein and to the
accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance and observance
by the Company of all its covenants and agreements herein contained and to the
following additional conditions precedent:
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(a) LEGAL OPINIONS. On the date hereof, each Agent shall have
received the following legal opinions, dated as of the date hereof and in form
and substance satisfactory to such Agent:
1. OPINION OF COMPANY COUNSEL. The opinion of Stanley S.
Stroup, Executive Vice President and General Counsel of the Company,
to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.
(ii) The Company has corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Registration Statement, and is
duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended; and each of Norwest
Bank Minnesota, National Association ("Norwest Bank
Minnesota"), and Norwest Bank Iowa, National Association
("Norwest Bank Iowa"), is a national banking association
duly chartered and is in good standing under the National
Bank Act; and each of Norwest Mortgage, Inc. ("Norwest
Mortgage"), Norwest Colorado, Inc. ("Norwest Colorado") and
Norwest Financial Special Services, Inc. ("Norwest
Financial" and together with Norwest Bank Minnesota, Norwest
Bank Iowa, Norwest Mortgage and Norwest Colorado, the
"Significant Subsidiaries") is duly organized and validly
existing in good standing under the laws of the jurisdiction
of its incorporation.
(iii) Each of the Company and each Significant
Subsidiary is duly qualified as a foreign corporation to
transact business and is in good standing in each
jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify and be in good standing would not have a material
adverse effect on the business, condition or properties of
the Company and its subsidiaries, taken as a whole.
(iv) All of the issued and outstanding capital stock
of each Significant Subsidiary has been duly authorized and
validly issued, is fully paid and (except as provided in 12
U.S.C. Section 55) non-assessable, and is owned by the
Company, free and clear of any perfected security interest
and, to the best of such counsel's
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knowledge of any other security interests, claims, liens or
encumbrances.
(v) This Agreement has been duly and validly
authorized, executed and delivered by the Company.
(vi) The Indenture has been duly and validly
authorized, executed and delivered by the Company and
(assuming the Indenture has been duly authorized, executed
and delivered by the Trustee) constitutes a legal, valid and
binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting enforcement of
creditors' rights generally or by general equitable
principles, and except further as enforcement thereof may be
limited by (A) requirements that a claim with respect to any
Notes denominated other than in U.S. dollars (or a foreign
currency or foreign currency unit judgment in respect of
such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay
or prohibit the making of payments in foreign currency or
currency units or the making of payments outside the United
States.
(vii) The Notes are in due and proper form and have
been duly established in conformity with Section 301 of the
Indenture. When the specific terms of an issue of Notes
have been fixed by an authorized officer of the Company by
executing and delivering to the Trustee an authentication
certificate supplemental to an officers' certificate, such
Notes will be duly authorized for issuance, offer and sale
pursuant to this Agreement and, when issued, authenticated
and delivered pursuant to the provisions of this Agreement
and the Indenture against payment of the consideration
therefor, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting enforcement of creditors'
rights generally or by general equity principles, and except
further as enforcement thereof may be limited by
(A) requirements that a claim with respect to any Notes
denominated other than in U.S. dollars (or a foreign
currency or foreign currency unit judgment in respect of
such claim) be converted into United States dollars at a
rate of
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exchange prevailing on a date determined pursuant to applicable law or
(B) governmental authority to limit, delay or prohibit the making of
payments in foreign currency or currency units or payments outside the
United States, and each holder of Notes will be entitled to the
benefits of the Indenture.
(viii) The statements in the Prospectus under the
captions "Description of Debt Securities", "Plan of
Distribution" and "Description of Notes", insofar as they
purport to summarize certain provisions of documents
specifically referred to therein, are accurate summaries of
such provisions.
(ix) The Indenture is qualified under the 1939 Act.
(x) The Registration Statement is effective under the
1933 Act and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or, to the best of such counsel's
knowledge, threatened by the SEC; and any required filing of
the Prospectus pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b)
under the 1933 Act.
(xi) At the time the Registration Statement became
effective, the Registration Statement (other than financial
statements, schedules and other financial data included in
the documents incorporated by reference therein, as to which
no opinion need be rendered) complied as to form in all
material respects with the requirements of the 1933 Act, the
1939 Act and the regulations under each of those Acts.
(xii) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending or
threatened which are required to be disclosed in the
Prospectus, other than those disclosed therein.
(xiii) The execution and delivery of this Agreement or
of the Indenture, or the consummation by the Company of the
transactions contemplated by this Agreement and the Notes
and the incurrence of the obligations therein contemplated,
will not conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the
Company or any Significant
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<PAGE>
Subsidiary pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument known to such counsel and
to which the Company or any Significant Subsidiary is a party or to
which any of the property or assets of the Company or any Significant
Subsidiary is subject, or any law, administrative regulation or
administrative or court decree known to such counsel to be applicable
to the Company of any court or governmental agency, authority or body
or any arbitrator having jurisdiction over the Company; nor will such
action result in any violation of the provisions of the charter or
by-laws of the Company.
(xiv) To the best of such counsel's knowledge, there
are no contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments or documents required to
be described or referred to in the Registration Statement or
to be filed as exhibits thereto other than those described
or referred to therein or filed or incorporated by reference
as exhibits thereto, the descriptions thereof or references
thereto are correct.
(xv) No consent, approval, authorization, order or
decree of any court or governmental agency or body including
the SEC is required for the consummation by the Company of
the transactions contemplated by this Agreement, except such
as may be required under the 1933 Act, the 1939 Act, the
1933 Act Regulations or state securities laws.
(xvi) Each document filed pursuant to the 1934 Act and
incorporated by reference in the Prospectus complied when
filed as to form in all material respects with the 1934 Act
and the 1934 Act Regulations thereunder (other than
financial statements, schedules and other financial data
included therein, as to which no opinion need be rendered).
2. OPINION OF COUNSEL TO THE AGENTS. The opinion of Sullivan &
Cromwell, counsel to the Agents, covering the matters referred to in
subparagraph (1) under the subheadings (i), (v), (vi), (vii), (ix),
(x) and (xi) above.
3. In giving their opinions required by subsection (a)(1) and
(a)(2) of this Section, Mr. Stroup and Sullivan & Cromwell shall each
additionally state that nothing has come to his or their attention
that would lead him or them to believe that the Registration Statement
(other than financial statements, schedules or other financial data
included or incorporated by reference therein, as to which
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<PAGE>
no statement need be made), at the time it became effective, and if an
amendment to the Registration Statement or an Annual Report on Form 10-K
has been filed by the Company with the SEC subsequent to the effectiveness
of the Registration Statement, then at the time such amendment became
effective or at the time of the most recent such filing, as the case may
be, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make
the statements therein not misleading or that the Prospectus, as amended or
supplemented at the date hereof, or (if such opinion is being delivered in
connection with a Terms Agreement pursuant to Section 7(c) hereof) at the
date of any Terms Agreement and at the Settlement Date with respect
thereto, as the case may be, contains an untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(b) OFFICER'S CERTIFICATES. At the date hereof the Agents shall have
received a certificate of the Chairman of the Board, the President or any
Executive Vice President and the principal financial or accounting officer of
the Company, PROVIDED, HOWEVER, that no person shall sign such certificate in
more than one official capacity, dated as of the date hereof, to the effect that
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus or since the date of any applicable
Terms Agreement, there has not been any material adverse change in the
condition, financial or otherwise, or in the earnings, general business affairs
or business prospects of the Company and its subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business, (ii) the
representations and warranties of the Company contained in Section 2 hereof are
true and correct with the same force and effect as though expressly made at and
as of the date of such certificate, (iii) the Company has performed or complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the date of such certificate, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been initiated or threatened by the SEC.
(c) COMFORT LETTER. On the date hereof, the Agents shall have
received a letter from KPMG Peat Marwick LLP, dated as of the date hereof and in
form and substance satisfactory to the Agents, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statement and the Prospectus.
(d) OTHER DOCUMENTS. On the date hereof and on each Settlement Date
with respect to any applicable Terms Agreement, counsel to the Agents shall have
been furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the
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<PAGE>
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of Notes as herein contemplated shall be satisfactory in
form and substance to the Agents and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement (or, at the
option of any Agent, any applicable Terms Agreement) may be terminated by any
Agent insofar as this Agreement relates to such Agent by notice to the Company
at any time and any such termination shall be without liability of any party to
any other party, except that the covenant regarding provision of an earnings
statement set forth in Section 4(g) hereof, the provisions concerning payment of
expenses under Section 10 hereof, the indemnity and contribution agreement set
forth in Sections 8 and 9 hereof, the provisions concerning the representations,
warranties and agreements to survive delivery of Section 11 hereof and the
provisions set forth under "Parties" of Section 15 hereof shall remain in
effect.
SECTION 6. DELIVERY OF AND PAYMENT FOR NOTES SOLD THROUGH THE AGENTS.
Delivery of Notes sold through any Agent as agent shall be made by the
Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for settlement, the presenting Agent shall promptly notify the Company and
deliver the Note to the Company, and, if such Agent has theretofore paid the
Company for such Note, the Company will promptly return such funds to such
Agent. If such failure occurred for any reason other than default by such Agent
in the performance of its obligations hereunder, the Company will reimburse such
Agent on an equitable basis for its loss of the use of the funds for the period
such funds were credited to the Company's account.
SECTION 7. ADDITIONAL COVENANTS OF THE COMPANY.
The Company covenants and agrees with each Agent that:
(a) REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance
by the Company of an offer for the purchase of Notes, and each delivery of Notes
to any Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation
that the representations and warranties of the Company contained in this
Agreement and in any certificate theretofore delivered to such Agent pursuant
hereto are true and correct at the time of such acceptance or sale, as the case
may be, and an undertaking that such representations and warranties will be true
and correct at the time of delivery to the purchaser or his agent, or to such
Agent, of the Note or Notes relating to such acceptance or sale, as the case may
be, as though made at and as of each such time (and it is understood that such
representations and warranties shall relate to the Registration Statement and
Prospectus as amended and supplemented to each such time).
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<PAGE>
(b) SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by a Pricing Supplement, and other than by an amendment or supplement which
relates exclusively to an offering of debt securities other than the Notes) or
there is filed with the SEC any document incorporated by reference into the
Prospectus (other than any Current Report on Form 8-K relating exclusively to
the issuance of debt securities other than the Notes unless requested by an
Agent) or (if required pursuant to the terms of a Terms Agreement) the Company
sells Notes to any Agent pursuant to a Terms Agreement, the Company shall
furnish or cause to be furnished to each Agent forthwith a certificate dated the
date of filing with the SEC of such supplement or document, the date of
effectiveness of such amendment, or the date of such sale, as the case may be,
in form satisfactory to each Agent to the effect that the statements contained
in the certificate referred to in Section 5(b) hereof which were last furnished
to each Agent are true and correct at the time of such amendment, supplement,
filing or sale, as the case may be, as though made at and as of such time
(except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such time) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(b), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate.
(c) SUBSEQUENT DELIVERY OF LEGAL OPINIONS. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by a Pricing Supplement or solely for the inclusion of additional financial
information, and other than by an amendment or supplement which relates
exclusively to an offering of debt securities other than the Notes) or there is
filed with the SEC any document incorporated by reference into the Prospectus
(other than any Current Report on Form 8-K relating exclusively to the issuance
of debt securities other than the Notes unless requested by an Agent), or (if
required pursuant to the terms of a Terms Agreement) the Company sells Notes to
any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to
be furnished forthwith to each Agent and to counsel to the Agents a written
opinion of the General Counsel of the Company, or other counsel satisfactory to
the Agents dated the date of filing with the SEC of such supplement or document,
the date of effectiveness of such amendment, or the date of such sale, as the
case may be, in form and substance satisfactory to the Agents, of the same tenor
as the opinion referred to in Section 5(a)(1) hereof, but modified, as
necessary, to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such opinion; or, in lieu
of such opinion, counsel last furnishing such opinion to the Agents shall
furnish each Agent with a letter to the effect that the Agents may rely on such
last opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last opinion shall be
deemed to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such letter authorizing reliance).
Each time that the Company files with the SEC an Annual Report on Form 10-K that
is incorporated by reference into the Prospectus, counsel to the Agents shall
furnish to each Agent a written opinion dated the date of such filing of the
same tenor as the opinion referred to in Section 5(a)(3) hereof, but
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modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such opinion;
or in lieu of such opinion, counsel last furnishing such opinion to the Agents
shall furnish each Agent with a letter to the effect that the Agents may rely
on such last opinion to the same extent as though it were dated the date of
such letter authorizing reliance (except that statements in such last opinion
shall be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such letter authorizing
reliance).
(d) SUBSEQUENT DELIVERY OF COMFORT LETTERS. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information, or there is filed with the SEC any
document incorporated by reference into the Prospectus which contains additional
financial information, or (if required pursuant to the terms of a Terms
Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement,
the Company shall cause KPMG Peat Marwick LLP forthwith to furnish each Agent a
letter, dated the date of effectiveness of such amendment, supplement or
document with the SEC, or the date of such sale, as the case may be, in form
satisfactory to the Agents, of the same general tenor as the letter referred to
in Section 5(c) hereof but modified to relate to the Registration Statement and
Prospectus, as amended and supplemented to the date of such letter, and with
such changes as may be necessary to reflect changes in the financial statements
and other information derived from the accounting records of the Company;
PROVIDED, HOWEVER, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include financial information as of and for a
fiscal quarter, KPMG Peat Marwick LLP may limit the scope of such letter to the
unaudited financial statements included in such amendment or supplement unless
any other information included therein of an accounting, financial or
statistical nature is of such a nature that, in the reasonable judgment of the
Agents, such letter should cover such other information.
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SECTION 8. INDEMNIFICATION.
INDEMNIFICATION OF THE AGENTS. The Company agrees to indemnify and
hold harmless each Agent and each person, if any, who controls each Agent within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as
follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact necessary to make the
statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was made in
reliance upon and in conformity with written information furnished to
the Company by the Agents expressly for use in the Registration
Statement or the Prospectus;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred,
(including the fees and disbursements of counsel chosen by the Agents)
reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid
under (i) or (ii) above.
(b) INDEMNIFICATION OF COMPANY. Each Agent agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto)
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or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto).
(c) GENERAL. In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) of this
Section 8, such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying party") in
writing, and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by the Agents that
are indemnified parties in the case of parties to be indemnified pursuant to
paragraph (a) of this Section 8 and by the Company in the case of parties to be
indemnified pursuant to paragraph (b) of this Section 8. An indemnifying party
shall not be liable for any settlement of any proceeding effected without its
prior written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.
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SECTION 9. CONTRIBUTION.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8 hereof
is for any reason held to be unavailable to or insufficient to hold harmless the
indemnified parties although applicable in accordance with its terms, the
Company and each Agent shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Company and each Agent, as incurred, in such
proportions that each Agent is responsible for that portion represented by the
percentage that the total commissions and underwriting discounts received by
such Agent to the date of such liability bears to the total sales price from the
sale of Notes sold to or through such Agent to the date of such liability, and
the Company is responsible for the balance; PROVIDED, HOWEVER, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls any Agent within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as such Agent, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as the
Company.
SECTION 10. PAYMENT OF EXPENSES.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(a) the preparation and filing of the Registration Statement and
all amendments thereto and the Prospectus and any amendments or
supplements thereto;
(b) the preparation, filing and reproduction of this Agreement;
(c) the preparation, printing, issuance and delivery of the
Notes, including any fees and expenses relating to the use of
book-entry notes;
(d) the fees and disbursements of the Company's accountants and
counsel, of the Trustee and its counsel, and of any Calculation Agent
or Exchange Rate Agent;
(e) the reasonable fees and disbursements of counsel to the
Agents incurred from time to time in connection with the transactions
contemplated hereby;
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(f) the qualification of the Notes under Blue Sky laws in
accordance with the provisions of Section 4(i) hereof, including
filing fees and the reasonable fees and disbursements of counsel for
the Agents in connection therewith and in connection with the
preparation of any Blue Sky Survey and any Legal Investment Survey;
(g) the printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by each Agent of the Prospectus
and any amendments or supplements thereto in connection with
solicitations or confirmations of sales of the Notes;
(h) the preparation, printing, reproducing and delivery to the
Agent of copies of the Indenture and all supplements and amendments
thereto;
(i) any fees charged by rating agencies for the rating of the
Notes;
(j) the fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(k) any advertising and other out-of-pocket expenses of the
Agents incurred with the approval of the Company;
(l) the cost of providing any CUSIP or other identification
numbers for the Notes; and
(m) the fees and expenses of any Depositary (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Agent or any
controlling person of any Agent, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.
SECTION 12. TERMINATION.
(a) TERMINATION OF THIS AGREEMENT. This Agreement (excluding any
Terms Agreement) may be terminated for any reason, at any time, by either the
Company or any Agent (insofar as this Agreement relates to such Agent) upon the
giving of 30 days' written notice of such termination to the other party hereto.
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(b) TERMINATION OF A TERMS AGREEMENT. Any Agent may terminate any
Terms Agreement, immediately upon notice to the Company, at any time prior to
the Settlement Date relating thereto (i) if there shall have occurred any
material adverse change in the financial markets in the United States or any
outbreak or escalation of hostilities involving the United States the effect of
which is such as to make it, in the judgment of such Agent, impracticable to
market the Notes or enforce contracts for the sale of the Notes, or (ii) if
trading in any securities of the Company has been suspended by the SEC or a
national securities exchange, or if trading generally on either the American
Stock Exchange or the New York Stock Exchange shall have been suspended, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchanges or by
order of the SEC or any other governmental authority, or if a banking moratorium
shall have been declared by either Federal or New York authorities or if a
banking moratorium shall have been declared by the relevant authorities in the
country or countries of origin of any foreign currency or currencies in which
the Notes are denominated or payable, or (iii) if the rating assigned by any
nationally recognized securities rating agency to any debt securities of the
Company as of the date of any applicable Terms Agreement shall have been lowered
since that date or if any such rating agency shall have publicly announced that
it has under surveillance or review, with possible negative implications, its
rating of any debt securities of the Company, or (iv) if there has occurred any
material adverse change in the condition, financial or otherwise, in the
business affairs or business prospects of the Company and its subsidiaries,
taken as a whole, whether or not in the ordinary course of business.
(c) GENERAL. In the event of any such termination, none of the
parties will have any liability to the other parties hereto, except that
(i) each Agent shall be entitled to any commission earned in accordance with the
third paragraph of Section 3(a) hereof, (ii) if at the time of termination
(a) any Agent shall own any Notes purchased pursuant to a Terms Agreement with
the intention of reselling them or (b) an offer to purchase any of the Notes has
been accepted by the Company but the time of delivery to the purchaser or his
agent of the Note or Notes relating thereto has not occurred, the covenants set
forth in Sections 4 and 7 hereof shall remain in effect until such Notes are so
resold or delivered, as the case may be, and (iii) the covenant set forth in
Section 4(g) hereof, the provisions of Section 10 hereof, the indemnity and
contribution agreements set forth in Sections 8 and 9 hereof, and the provisions
of Sections 11 and 15 hereof shall remain in effect.
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SECTION 13. NOTICES.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail or
by telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
Attention: Treasurer
If to the Agents:
Merrill Lynch & Co. CS First Boston Corporation
Merrill Lynch, Pierce, Fenner & 55 East 52nd Street
Smith Incorporated New York, New York 10055
World Financial Center Attention: Joseph Fashano
North Tower, 10th Floor
New York, New York 10281
Attention: MTN Product Management
Goldman, Sachs & Co. Donaldson, Lufkin & Jenrette
85 Broad Stree Securities Corporation
New York, New York 10004 140 Broadway
Attention: Medium-Term Note Desk New York, New York 10005
Morgan Stanley & Co. Incorporated Salomon Brothers Inc
1221 Avenue of the Americas Seven World Trade Center
New York, New York 10020 New York, New York 10048
Attention: Managing Director, Attention: Medium-Term Note
Debt Syndicate Department
with a copy to:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Attention: Manager, Credit Department
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or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 13.
SECTION 14. GOVERNING LAW.
This Agreement and all the rights and obligations of the parties shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed in such State. Any suit,
action or proceeding brought by the Company against any Agent in connection with
or arising under this Agreement shall be brought solely in the state or federal
court of appropriate jurisdiction located in the Borough of Manhattan, The City
of New York.
SECTION 15. PARTIES.
This Agreement shall inure to the benefit of and be binding upon each
Agent and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 8 and 9 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Notes shall be deemed to be
a successor by reason merely of such purchase.
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<PAGE>
If the foregoing is in accordance with the Agents' understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Agent and the Company in accordance with its terms.
Very truly yours,
NORWEST CORPORATION
By:
---------------------------------------
---------------------------------------
Name:
Title:
Accepted:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
By:
-----------------------------------------
Name:
Title:
CS First Boston Corporation
By:
-----------------------------------------
Name:
Title:
Donaldson, Lufkin & Jenrette Securities Corporation
By:
-----------------------------------------
Name:
Title:
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<PAGE>
- - --------------------------------------------
(Goldman, Sachs & Co.)
Morgan Stanley & Co. Incorporated
By:
-----------------------------------------
Name:
Title:
Salomon Brothers Inc
By:
-----------------------------------------
Name:
Title:
-27-
<PAGE>
SCHEDULE A
As compensation for the services of any Agent hereunder, the Company
shall pay it, on a discount basis, a commission for the sale of each Note equal
to the principal amount of such Note multiplied by the appropriate percentage
set forth below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
From 9 months to less than 1 year. . . . . . . . . . . . . . .125%
From 1 year to less than 18 months . . . . . . . . . . . . . .150
From 18 months to less than 2 years. . . . . . . . . . . . . .200
From 2 years to less than 3 years. . . . . . . . . . . . . . .250
From 3 years to less than 4 years. . . . . . . . . . . . . . .350
From 4 years to less than 5 years. . . . . . . . . . . . . . .450
From 5 years to less than 7 years. . . . . . . . . . . . . . .500
From 7 years to less than 10 years . . . . . . . . . . . . . .600
From 10 years to less than 15 years. . . . . . . . . . . . . .625
From 15 years to less than 20 years. . . . . . . . . . . . . .700
From 20 years to 30 years. . . . . . . . . . . . . . . . . . .750
More than 30 years . . . . . . . . . . . . . . . . . . . . . As agreed at
the time of
sale
<PAGE>
EXHIBIT A
The following terms, if applicable, shall be agreed to by the Agent
and the Company pursuant to each Terms Agreement:
Principal Amount: $_________________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, interest rate:
If Floating Rate Notes:
Interest rate or interest rate basis applicable to each
interest period
Initial interest rate
Spread and/or spread multiplier, if any
Interest rate reset dates
Interest rate reset period
Interest payment dates
Interest payment period
Index maturity
Calculation agent
Maximum interest rate, if any
Minimum interest rate, if any
Calculation date
Interest determination dates
Regular record dates
If Original Issue Discount Zero Coupon Notes and Original Issue
Discount Fixed Rate Notes, any terms required to be established
by the Internal Revenue Code of 1986, as amended
If Foreign Currency Notes:
Interest rate or interest rate basis
Authorized denominations (including integral multiples) in
the specified currency
Exchange rate agent
Specified currency account (if holder elects to receive
payments in other than U.S. dollars by wire transfer)
A-1
<PAGE>
If Redeemable:
Redemption Date
Redemption Prices
If Repayable, repayment terms:
Date of Maturity
Purchase Price: ___%
Settlement Date and Time
Currency of Denomination
Currency of Payment
Additional Terms:
Also, in connection with the purchase of Notes by the Agent as principal,
agreement as to whether the following will be required:
Officer's Certificate pursuant to Section 7(b) of the
Distribution Agreement
Legal Opinion pursuant to Section 7(c) of the Distribution
Agreement
Comfort Letter pursuant to Section 7(d) of the Distribution
Agreement
Stand-off Agreement pursuant to Section 4(j) of the Distribution
Agreement
A-2
<PAGE>
ANNEX A
PROCEDURES ADOPTED NOVEMBER 15, 1994
ADMINISTRATIVE PROCEDURES
The Medium-Term Notes due nine months or more from their date of issue
(the "Notes") are to be offered on a continuing basis by Norwest Corporation
(the "Issuer"). Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston Corporation, Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated
and Salomon Brothers Inc, as agents (individually, an "Agent" and collectively,
the "Agents"), have each agreed to use reasonable efforts to solicit offers to
purchase the Notes. No Agent will be obligated to purchase Notes for its own
account. The Notes are being sold pursuant to a Distribution Agreement, dated
November 15, 1994 (the "Distribution Agreement"), among the Issuer and the
Agents, and will be issued pursuant to an Indenture, dated as of December 15,
1993 (the "Indenture"), between the Issuer and The First National Bank of
Chicago, as trustee (the "Trustee"). Certain duties of the Trustee hereunder may
be performed by Norwest Bank Minnesota, N.A., as Issuing and Paying Agent, and
other duly appointed agents of the Trustee. The Notes will rank equally with all
other unsecured and unsubordinated indebtedness of the Issuer and will have been
registered with the Securities and Exchange Commission (the "Commission"). The
Calculation Agent will be Norwest Bank Minnesota, N.A., (the "Calculation
Agent").
The Issuer will advise the Agents in writing of those persons handling
administrative responsibilities with whom the Agents are to communicate
regarding offers to purchase Notes and the details of their delivery (the
"Designated Persons"). Administrative procedures and certain terms of the
offering are explained below. Part I below explains procedures of general
applicability with respect to the Notes. Part II below explains procedures
specifically and exclusively applicable (any procedure in Part I below to the
contrary notwithstanding) to Notes which are Book-Entry Notes (as defined below)
and to the permanent global notes delivered to the Trustee, as custodian for The
Depository Trust Company (the "Depositary") ("DTC Global Notes") representing
such Book-Entry Notes. To the extent any procedure set forth below conflicts
with the provisions of the Notes, the Indenture or the Distribution Agreement,
the relevant provisions of the Notes, the Indenture and the Distribution
Agreement, respectively, shall control.
Capitalized terms used but not defined herein shall have the meanings
specified in the Distribution Agreement, the Prospectus or the Indenture, as
applicable.
<PAGE>
PART I: PROCEDURES OF GENERAL APPLICABILITY
CERTAIN TERMS OF THE OFFERING
PRICE TO PUBLIC
Unless a discount or premium is agreed to and is set forth in a
Pricing Supplement (as defined below), each Note will be issued at 100% of
principal amount.
REGISTRATION
Notes will be issued only in fully registered form.
DENOMINATIONS
The denominations of the Notes will be $1,000 and integral multiples
thereof.
MINIMUM PURCHASE
The minimum aggregate issue price of Notes which may be offered to any
purchaser will be $1,000.
ORIGINAL ISSUE DISCOUNT NOTES
AND ZERO-COUPON NOTES
Notes may be issued as Original Issue Discount Notes, which term
includes all Notes, including Zero-Coupon Notes, which are issued at a price
lower than the principal amount thereof and which provide that upon redemption
or acceleration of the Stated Maturity thereof an amount less than the principal
amount thereof shall become due and payable. In the event of redemption or
acceleration of the Stated Maturity of an Original Issue Discount Note, the
amount payable on such Note, in lieu of the principal amount due at the Stated
Maturity thereof, shall be determined in accordance with the terms of the
applicable Pricing Supplement (as defined below), but will be an amount less
than the amount payable at the Stated Maturity thereof.
There will be no periodic payments of interest on Zero-Coupon Notes.
References in these Administrative Procedures to interest payments and interest-
related information do not apply to Zero-Coupon Notes.
ISSUE DATE
Each Note will be dated the date of its authentication. Each Note will
also bear an original issue date (the "date of issue") which, with respect to
any Note (or portion thereof), shall mean the date of its original issuance and
shall be specified therein. The date of
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<PAGE>
issue shall remain the same for all Notes subsequently issued upon transfer,
exchange or substitution of a Note, regardless of their dates of authentication.
The Issuer will not issue any Note having a date of issue between a
record date (defined below) and an Interest Payment Date (defined below) if such
Note would, by virtue of having been issued during such period, be subject to
the federal tax regulations relating to original issue discount.
MATURITIES
Each Note will mature on a day selected by the purchaser and agreed to
by the Issuer, which will be at least nine months after the date of issue of
such Note. If the Stated Maturity specified in the applicable Pricing Supplement
for any Note is on a day that is not a Market Day, principal, premium (if any)
and interest (if any) will be paid on the next succeeding Market Day with the
same force and effect as if made on the date such payment was due.
INTEREST PAYMENT
Each Note will bear interest from and including its date of issue or
the most recent Interest Payment Date to which interest on such Note has been
paid or duly provided for to but excluding the Maturity of such Note. Each Note
will bear interest (i) in the case of Notes bearing interest at a Fixed Rate
(the "Fixed Rate Notes"), at the annual rate stated on the face thereof, payable
semi-annually in arrears (each an "Interest Payment Date" with respect to such
Fixed Rate Note) and at Maturity and (ii) in the case of Notes bearing interest
at a rate or rates determined by reference to an interest rate formula (the
"Floating Rate Notes"), at a rate determined pursuant to the formula stated on
the face thereof, payable in arrears on such dates as are specified therein and
in the related Pricing Supplement (each an "Interest Payment Date" with respect
to such Floating Rate Note) and at Maturity. Unless otherwise specified in an
applicable Pricing Supplement, (i) interest on a Floating Rate Note will be
payable to the person in whose name the Note is registered at the close of
business on the fifteenth day (whether or not a Market Day) next preceding each
Interest Payment Date and (ii) interest on a Fixed Rate Note will be payable to
the person in whose name the Note is registered at the close of business on the
fifteenth day whether or not a Market Day next preceding the relevant Interest
(the record dates); PROVIDED, HOWEVER, that interest payable at Maturity will be
payable to the person to whom principal shall be payable. The first payment of
interest on any Note originally issued between a record date and an Interest
Payment Date will be made on the Interest Payment Date following the next
succeeding record date. With respect to Fixed Rate Notes, each payment of
interest shall include interest accrued to but excluding the date of such
payment. All interest payments on any Interest Payment Date with respect to any
Certificated Note may be made at the option of the Issuer by check mailed to the
person entitled thereto as provided above; PROVIDED, HOWEVER, that unless
otherwise specified in an applicable Pricing Supplement (as defined below),
holders of $10,000,000 or more in aggregate principal amount of Certificated
Notes shall be entitled to receive payments of interest on any Interest Payment
Date by wire transfer of immediately available funds, if
-3-
<PAGE>
appropriate wire transfer instructions have been given to the Paying Agent in
writing not later than the Regular Record Date preceding such Interest Payment
Date.
In the case of Fixed Rate Notes, interest (including payments for
partial periods) will be calculated and paid on the basis of a 360-day year of
twelve 30-day months. (Examples of interest calculations are as follows: March
15, 1995 to September 15, 1995 equals six months, zero days or 180 days; the
interest paid equals 180/360 x the annual rate of interest x principal amount of
the Note. The period from April 17, 1995 to September 15, 1995 equals four
months, 28 days or 148 days; the interest paid equals 148/360 x the annual rate
of interest x principal amount of the Note.)
On the fifth Market Day (as defined below) immediately preceding each
Interest Payment Date, the Calculation Agent will furnish the Issuer with the
total amount of the interest payments to be made on such Interest Payment Date.
The Trustee will provide monthly to the Designated Persons a list of the
principal and interest to be paid on Notes maturing in the next succeeding
month. The Trustee will assume responsibility for withholding taxes on interest
paid as required by law.
ADVERTISING COSTS
The Issuer will determine with the Agents the amount of advertising
that may be appropriate in offering the Notes. Advertising expenses will be paid
by the Issuer.
MARKET DAY AND LONDON BANKING DAY
"Market Day" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that is not a day on which banking institutions generally
are authorized or obligated by law or executive order to close in the City of
Minneapolis, Minnesota or The City of New York, and (b) with respect to LIBOR
Notes, is also a London Banking Day ("London Banking Day" means any day on
which dealings in deposits in U.S. dollars are transacted in the London
interbank market), and (c) with respect to Foreign Currency Notes only, is also
a day that, in the principal financial center of the country of the currency in
which such Notes are denominated or, with respect to Foreign Currency Notes
denominated in European Currency Units ("ECUs"), Brussels, Belgium, is not a day
on which banking institutions generally are authorized or obligated by law or
executive order to close.
PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Issuer and the Agents will discuss from time to time the rates to
be borne by the Notes that may be sold as a result of the solicitation of offers
by the Agents. Once an Agent has recorded any indication of interest in Notes
upon certain terms and communicated with the Issuer, if the Issuer accepts an
offer to purchase Notes upon such terms, it will immediately prepare a pricing
supplement reflecting the terms of such Notes (the "Pricing Supplement") and,
after approval from the Agents, will arrange to have such Pricing Supplement
filed with the Commission pursuant to Rule 424(b) under the 1933 Act (unless
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<PAGE>
previously filed) and will supply an appropriate number of copies of the
Prospectus, as then amended or supplemented, and bearing such Pricing
Supplement, to the Agent who presented such offer (the "Presenting Agent"),
except that no new Pricing Supplement need be so prepared and filed if the terms
relating to such Notes are set forth in a Pricing Supplement theretofore so
prepared and filed. No settlements with respect to Notes upon such terms may
occur prior to such mailing or filing and the Agents will not, prior to such
mailing or filing, mail confirmations to customers who have offered to purchase
Notes upon such terms. After such mailing or filing, sales, mailing of
confirmations and settlements may occur with respect to Notes upon such terms,
subject to the provisions of "Delivery of Prospectus" below.
If the Issuer decides to post rates and a decision has been reached to
change interest rates, the Issuer will promptly notify each Agent. Each Agent
will forthwith suspend solicitation of purchases. At that time, the Agents will
recommend and the Issuer will establish rates to be so "posted". Following
establishment of posted rates and prior to the filing or mailing described in
the following sentence, the Agents may only record indications of interest in
purchasing Notes at the posted rates. Once any Agent has recorded any indication
of interest in Notes at the posted rates and communicated with the Issuer, if
the Issuer accepts an offer at the posted rate, it will immediately prepare a
Pricing Supplement reflecting such posted rates and, after approval from the
Agents, will arrange to have such Pricing Supplement filed with the Commission
pursuant to Rule 424(b) under the 1933 Act (unless previously filed) and will
supply an appropriate number of copies of the Prospectus, as then amended or
supplemented, to the Presenting Agent. The Issuer will deliver a completed
Pricing Supplement, via next day mail or telecopy to arrive no later than 11
a.m. on the Market Day following the trade date, to the Presenting Agent at the
following locations:
If to Merrill Lynch & Co., to it at:
Merrill Lynch & Co. - Tritech Services
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08854
Attn: Final Prospectus Unit/Nachman Kimerling
Telephone: (908) 878-6526/6525/6527
Telecopy: (908) 878-9815
with a copy to:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, NY 10281-1310
Attn: MTN Product Management
Telephone: (212) 449-7476
Telecopy: (212) 449-2234
-5-
<PAGE>
If to CS First Boston Corporation to it at:
CS First Boston Corporation
55 East 52nd Street
New York, New York 10055
Attn: Joseph D. Fashano
Telephone: (212) 909-2107
Telecopy: (212) 318-0532
If to Donaldson, Lufkin & Jenrette Securities Corporation to it at:
Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005
Attn: Paul Tarantino
Telephone: (212) 504-4807
Telecopy: (212) 504-4298
If to Goldman, Sachs & Co. to it at:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: Medium-Term Note Desk, Ben-Zion Smilchensky
Telephone: (212) 902-1482
Telecopy: (212) 902-0658
If to Morgan Stanley & Co. Incorporated to it at:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Attn: Medium-Term Note Trading Desk, Carlos Cabrera
Telephone: (212) 296-5830
Telecopy: (212) 764-7490
-6-
<PAGE>
If to Salomon Brothers Inc to it at:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, Florida 33167
Attn: Henrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
No settlements at the posted rates may occur prior to such mailing or filing and
the Agents will not, prior to such mailing or filing, mail confirmations to
customers who have offered to purchase Notes at the posted rates. After such
mailing or filing, sales, mailing of confirmations and settlements may resume,
subject to the provisions of "Delivery of Prospectus" below.
Outdated Pricing Supplements, and copies of the Prospectus to which
they are attached (other than those retained for files), will be destroyed.
SUSPENSION OF SOLICITATION; AMENDMENT OR SUPPLEMENT
As provided in the Distribution Agreement, the Issuer may suspend
solicitation of offers to purchase at any time and, upon receipt of notice from
the Issuer pursuant to Section 3(a) of the Distribution Agreement, the Agents
will each forthwith suspend solicitation until such time as the Issuer has
advised them that solicitation of offers to purchase may be resumed.
If the Agents receive the notice from the Issuer contemplated by
Section 3(a) of the Distribution Agreement, they will promptly suspend
solicitation and will only resume solicitation as provided in the Distribution
Agreement. If the Issuer prepares an amendment or supplement, it will promptly
furnish each Agent with the proposed amendment or supplement; in all other
cases, if the Issuer decides to amend or supplement the Registration Statement
or the Prospectus relating to the Notes, it will promptly advise each Agent and
will furnish each Agent with the proposed amendment or supplement in accordance
with the terms of the Distribution Agreement. The Issuer will promptly file or
mail to the Commission for filing pursuant to Rule 424(b) under the 1933 Act
such amendment or supplement, provide the Agents with copies of any such
amendment or supplement, confirm to the Agents that such amendment or supplement
has been filed with the Commission and advise the Agents that solicitation may
be resumed.
Any such suspension shall not affect the Issuer's obligations under
the Distribution Agreement; and in the event that at the time the Issuer
suspends solicitation of purchases there shall be any offers already accepted by
the Issuer outstanding for settlement, the Issuer will have the sole
responsibility for fulfilling such obligations. The Issuer will in addition
promptly advise the Agents and the Trustee if such offers are not to be settled
and if
-7-
<PAGE>
copies of the Prospectus as in effect at the time of the suspension may not be
delivered in connection with the settlement of such offers.
ACCEPTANCE OF OFFERS
Each Agent will promptly orally advise the Issuer of each reasonable
offer to purchase Notes received by it, other than those rejected by such Agent.
Each Agent may, in its discretion reasonably exercised, without notice to the
Issuer, reject any offer received by it, in whole or in part. The Issuer will
have the sole right to accept offers to purchase Notes and may reject any such
offer, in whole or in part. If the Issuer rejects an offer, the Issuer will
promptly notify the Agent involved.
CONFIRMATION
For each accepted offer, the Presenting Agent will issue a
confirmation to the purchaser, with a copy to the Designated Persons and the
Trustee, setting forth the Purchase Information (as defined below) and delivery
and payment instructions; PROVIDED, HOWEVER, that, in the case of the
confirmation issued to the purchaser, no confirmation shall be delivered to the
purchaser prior to the delivery of the Prospectus referred to below.
DELIVERY OF PROSPECTUS
A copy of the Prospectus as most recently amended or supplemented on
the date of delivery thereof (except as provided below) must be delivered to a
purchaser prior to or together with the earlier of the delivery of (i) the
written confirmation provided for above, and (ii) any Note purchased by such
purchaser. Subject to the foregoing, it is anticipated that delivery of the
Prospectus, confirmation and Notes to the purchaser will be made simultaneously
at settlement. The Issuer shall ensure that the Presenting Agent receives copies
of the Prospectus and each amendment or supplement thereto (including
appropriate Pricing Supplements) in such quantities and within such time limits
as will enable the Presenting Agent to deliver such confirmation or Note to a
purchaser as contemplated by these procedures and in compliance with the
preceding sentence. If, since the date of acceptance of a purchaser's offer, the
Prospectus shall have been supplemented solely to reflect any sale of Notes on
terms different from those agreed to between the Issuer and such purchaser or a
change in posted rates not applicable to such purchaser, such purchaser shall
not receive the Prospectus as supplemented by such new supplement, but shall
receive the Prospectus as supplemented to reflect the terms of the Notes being
purchased by such purchaser and otherwise as most recently amended or
supplemented on the date of delivery of the Prospectus.
DETERMINATION OF SETTLEMENT DATE
All offers accepted by the Issuer will be settled not later than five
Market Days following the date of acceptance, or otherwise, as agreed to by the
purchaser and the Issuer. The settlement date shall be specified upon receipt of
an offer.
-8-
<PAGE>
DETAILS FOR SETTLEMENT
I. Prior to 3:00 p.m., New York City time, on the earlier of the
second Market Day following the trade date and the Market Day
prior to settlement:
For each offer accepted by the Issuer, the Presenting Agent or
the Agent purchasing such Note from the Issuer as principal (the "Purchasing
Agent"), as the case may be, shall communicate to the Designated Persons by
telephone, facsimile transmission or other acceptable means the following
information (the "Purchase Information"):
(1) Principal amount of the Book-Entry Note to be
purchased;
(2) If a Fixed Rate Note, the interest rate;
(3) Stated Maturity;
(4) Issue Price;
(5) Presenting Agent's commission or Purchasing Agent's
discount, as the case may be;
(6) Net proceeds to the Issuer;
(7) Settlement Date;
(8) If a Note redeemable by the Issuer, such of the
following as is applicable;
(i) Initial Redemption Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption Price shall
decline (but not below par) on each anniversary of
the Redemption Commencement Date,
(iv) the last date on which any such right of
redemption may be exercised,
(v) Additional redemption terms;
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<PAGE>
(9) If a Note repayable at the option of the Holder, such
of the following information as is applicable:
(i) Optional Repayment Date, and
(ii) Additional repayment terms;
(10) If a Floating Rate Note, such of the following as are
applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) maximum interest rate,
(v) minimum interest rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Calculation Dates,
(ix) Interest Calculation Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a Note will be
determined by reference to an index or formula, a full
description of such index or formula;
(12) If an Original Issue Discount Note, the total amount of
original issue discount, the yield to maturity and the
initial accrued period of original issue discount; and
(13) The taxpayer identification number of the registered
owner.
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<PAGE>
(14) Other terms applicable to the Notes.
The date of issue, and the settlement date for, Notes will be the
same. Before accepting any offer to purchase Notes to be settled in less than
three days, the Issuer shall verify that the Trustee will have adequate time to
complete the Notes and that the Trustee will have adequate time to authenticate
the Notes.
After receiving the details for each offer from the Presenting Agent,
the Issuer will, after recording the details and any necessary calculations,
communicate the Purchase Information by facsimile transmission or other
acceptanble means, to the Trustee. Prior to preparing the Notes for delivery,
the Trustee will confirm the Purchase Information by telephone with the Issuer.
The Issuer will assign to and enter or cause to be entered on each Note a
transaction number.
After completion of the steps described in the preceding three
paragraphs, the Issuer shall then cause the Trustee to complete the Notes, and,
pursuant to a Company Order (as defined in the Indenture) then in effect, cause
the Trustee to authenticate the Notes. The Issuer shall also, if applicable,
distribute copies of the Prospectus, as then amended or supplemented, bearing a
Pricing Supplement, described under "Procedures for Establishing the Terms of
the Notes".
II. Prior to 2:15 p.m., New York City time, on the day of
settlement:
The Trustee will complete the preprinted 4-ply Note packet containing
the following documents in forms approved by the Issuer and the Presenting
Agent: (i) Note with the Presenting Agent's customer confirmation, (ii) Stub 1
(for the Trustee), (iii) Stub 2 (for the Agent) and (iv) Stub 3 (for the
Issuer). Alternately, with the approval of the Issuer and the Presenting Agent,
the Trustee will complete documents in typewritten form but otherwise
substantially equivalent to the documents described in (i) through (iv) above.
The Trustee will then authenticate the Notes.
After authenticating the Notes, the Trustee will retain Stubs 1 and 3
(or the typewritten equivalent thereof as contemplated above) and then deliver
the authenticated Notes and Stub 2 (or the typewritten equivalent thereof as
contemplated above), along with the Prospectus, the Prospectus Supplement and
Pricing Supplements in accordance with the Issuer's instructions provided in the
settlement information to the Presenting Agent at the following address: If the
Presenting Agent is Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, to such Agent at Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 75 Barclay Street, Ground Floor, Window C, New York, NY 10080,
Attn: Kevin Brennan; if the Presenting Agent is CS First Boston Corporation, to
such Agent at CS First Boston Corporation, 5 World Trade Center, New York, NY
10048, Attn: Paul Riley; if the Presenting Agent is Donaldson, Lufkin & Jenrette
Securities Corporation, to such Agent at Donaldson, Lufkin & Jenrette Securities
Corporation, 140 Broadway, New York, NY 10055, Attn: Carlos Sanchez; if the
Presenting Agent is Goldman, Sachs & Co., to such Agent at
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<PAGE>
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004; if the Presenting
Agent is Morgan Stanley & Co., to such Agent at The Bank of New York, 1 Wall
Street, Third Floor, Securities Processing Window B, New York, NY 10015 (for
account: Morgan Stanley & Co.); if the Presenting Agent is Salomon Brothers Inc,
to such Agent at Salomon Brothers Inc, The Bank of New York, Third Floor, New
York, NY 10005, Attn: Dealer Clearance. The Presenting Agent will acknowledge
receipt of the Note through a broker's receipt and will keep Stub 2 (or the
typewritten equivalent thereof as contemplated above). Delivery of the Note will
be made only against such acknowledgement of receipt. The Presenting Agent will
provide evidence that instructions have been given for payment to the account of
the Issuer, in funds available for immediate use, of an amount equal to the
principal amount of the Note, less the applicable commission.
III. Prior to 3:00 p.m., New York City time, on the day of settlement:
The Presenting Agent will deliver the Note (with confirmation), as
well as the copy of the Prospectus, Prospectus Supplement and the Pricing
Supplement received from the Trustee, to the purchaser against payment in
immediately available funds. In all cases, the Prospectus, Prospectus Supplement
and Pricing Supplement must accompany or precede written confirmation of the
sale of the Notes (or, in the case of a sale of a Book-Entry Note, the
confirmation transmitted through the Depositary's Institutional Delivery System)
and delivery of the Notes. If the Presenting Agent is instructed by the
purchaser to deliver some of the Notes and confirmations to a different
location, those Notes and the confirmations must be accompanied or preceded by
the Prospectus, Prospectus Supplement and Pricing Supplement then in effect.
IV. Prior to 5:00 p.m., New York City time, on the day of settlement:
The Trustee will send by first class mail Stub 3 (or the typewritten
equivalent thereof as contemplated above) to the Issuer.
SETTLEMENT; NOTE DELIVERIES AND CASH PAYMENT
The Issuer will deliver to the Trustee at the commencement of the
program and from time to time thereafter a supply of duly executed Notes
adequate to implement the program. All such Notes will be identical except as to
denomination. Upon the receipt of appropriate documentation and instructions
from the Issuer and verification thereof, the Paying Agent will cause the Notes
to be completed and then held for authentication and delivery.
The Trustee will deliver the Notes, in accordance with instructions
from the Issuer, to the Presenting Agent, as the Issuer's agent, for the benefit
of the purchaser only against evidence of payment to the Issuer's account at
Norwest Bank Minnesota, N.A., in immediately available funds in an amount equal
to the purchaser's price for the Notes less the Presenting Agent's commission;
PROVIDED, HOWEVER, that the Trustee may deliver Notes to the Presenting Agent,
as the Issuer's agent, against receipt therefor and, later the same day,
evidence of payment of such funds in such amount. If the Presenting Agent
advances its own
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funds in payment for the Notes, the Issuer shall not use any of the proceeds of
such sale to acquire securities.
The Presenting Agent, as the Issuer's agent, will then deliver the
Notes (with the written confirmation provided for above) to the purchaser
thereof against payment by such purchaser in immediately available funds.
Delivery of any confirmation or Note will be made in compliance with "Delivery
of Prospectus" above.
FAILS
In the event that a purchaser shall fail to accept delivery of and
make payment for a Note on the settlement date, the Presenting Agent will notify
the Trustee and the Issuer, by telephone, confirmed in writing. If the Note has
been delivered to the Presenting Agent, as the Issuer's agent, the Presenting
Agent shall return such Note to the Trustee. If funds have been advanced for the
purchase of such Note, the Issuer will, immediately upon receipt of such funds,
refund the payment previously made by the Presenting Agent in immediately
available funds. Such payments will be made on the settlement date, if possible,
and in any event not later than the Market Day following the settlement date. If
such failure shall have occurred for any reason other than the failure of the
Presenting Agent to perform its obligations hereunder or under the Distribution
Agreement, the Issuer will reimburse the Presenting Agent on an equitable basis
for its loss of the use of funds during the period when they were credited to
the account of the Issuer.
Immediately upon receipt of the Note in respect of which the failure
occurred, the Trustee will thereupon cause the Security Registrar to make
appropriate entries to reflect the fact that the Note was never issued and the
Note will be disposed of as provided in the Indenture.
MATURITY
Upon presentation of each Note at Maturity the Trustee will pay the
principal amount thereof, together with accrued interest due at Maturity. Such
payment shall be made in immediately available funds, provided that the Note is
presented to the Trustee in time for the Trustee to make payments in such funds
in accordance with its normal procedures. The Issuer will provide the Trustee
with funds available for immediate use for such purpose. Notes presented at
Maturity will be cancelled by the Trustee as provided in the Indenture.
AUTHENTICITY OF SIGNATURES
The Issuer will cause the Trustee to furnish the Agents from time to
time with the specimen signatures of each of the Trustee's officers, employees
or agents who have been authorized by the Trustee to authenticate Notes, but the
Agents will have no obligation or liability to the Issuer or the Trustee in
respect of the authenticity of the signature of any officer, employee or agent
of the Issuer or the Trustee on any Note.
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PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY NOTES AND DTC GLOBAL
NOTES
In connection with the qualification of each Note which is represented
by a DTC Global Note delivered to the Depositary (each, a "Book-Entry Note") for
eligibility in the book-entry system maintained by the Depositary, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with the obligations under a Letter of
Representations from the Issuer, Norwest Bank Minnesota, N.A., as Paying Agent,
and Norwest Bank Minnesota, N.A., as Issuing Agent to the Depositary, dated
November 15, 1994, and a Medium-Term Note Certificate Agreement, dated May 14,
1991, between the Norwest Bank Minnesota, N.A. and the Depositary, as amended
(the "Certificate Agreement"), and the Trustee's obligations as a participant in
the Depositary, including the Depositary's Same-Day Funds Settlement System
("SDFS"). It is understood that the ownership interests of purchasers of Book-
Entry Notes will be credited to the book-entry accounts of one or more
participants in the Depositary (each a "Participant") in accordance with the
Depositary's customary practices and reflected in the records of such
Participants or one or more indirect participants in the Depositary designated
by such purchasers in accordance with the arrangements between such purchasers
and such Participants and indirect participants. Neither the Paying Agent nor
the Trustee will have any responsibility or liability for maintaining,
supervising or reviewing any records relating to beneficial ownership interests
in any DTC Global Note representing such Book-Entry Notes.
Issuance: All Fixed Rate Notes which are Book-Entry Notes and have the
same date of issue, redemption provisions (if any),
repayment provisions (if any), Interest Payment Dates,
interest rate, interest payment periods and Stated Maturity
(collectively, the "Fixed Rate Terms") will be represented
initially by a single DTC Global Note in fully registered
form without coupons; all Floating Rate Notes which are
Book-Entry Notes and have the same Original Issue Date,
redemption provisions (if any), repayment provisions (if
any), Interest Payment Dates, interest payment periods,
Interest Rate Basis, Initial Interest Rate, Index Maturity
(if any), Spread or Spread Multiplier (if any), minimum
interest rate (if any), maximum interest rate (if any) and
Stated Maturity (collectively, the "Floating Rate Terms")
will be represented initially by a single DTC Global Note
in fully registered form without coupons; and all
Zero-Coupon Notes which are Book-Entry Notes and have the
same date of issue, redemption provisions, repayment
provisions, yield to maturity and Stated Maturity
(collectively, the "Zero-Coupon Terms") will be represented
initially by a single DTC Global Note in fully registered
form without coupons.
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Identification: The Issuer has arranged with the CUSIP Service Bureau of
Standard & Poor's Corporation (the "CUSIP Service Bureau")
for the reservation of a series of CUSIP numbers, which
series consists of approximately 900 CUSIP numbers which
have been reserved for and relate to DTC Global Notes, and
the Issuer has delivered to the Trustee and the Depositary
such list of such CUSIP numbers. The Trustee will assign
CUSIP numbers to DTC Global Notes as described below under
Settlement Procedure B. The Depositary will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the
Issuer has assigned to Book-Entry Notes. The Trustee will
notify the Issuer at any time when fewer than 100 of the
reserved CUSIP numbers remain unassigned to Book-Entry
Notes, and, if it deems necessary, the Issuer will reserve
additional CUSIP numbers for assignment to Book-Entry Notes.
Upon obtaining such additional CUSIP numbers, the Issuer
will deliver a list of such additional numbers to the
Trustee and the Depositary. Book-Entry Notes having an
aggregate principal amount in excess of $150,000,000 will be
represented by two or more DTC Global Notes which shall all
be assigned the same CUSIP number.
Registration: Each DTC Global Note will be registered in the name of Cede
& Co., as nominee for the Depositary, on the register
maintained by the Trustee under the Indenture. On the first
Market Day of each month, the Trustee will deliver to the
Issuer a written statement indicating the total principal
amount of outstanding Book-Entry Notes as of the immediately
preceding Market Day.
Transfers: Transfers of interests in a Book-Entry Note will be effected
in accordance with arrangements in effect between
Participants (and in certain cases, one or more indirect
participants in the Depositary) and the beneficial
transferors and beneficial transferees of such Book-Entry
Note, and the interests of Participants therein will be
reflected as appropriate by book entries made by the
Depositary.
Exchanges: The Trustee may deliver to the Depositary and the CUSIP
Service Bureau at any time a written notice specifying (a)
the CUSIP numbers of two or more DTC Global Notes for
outstanding Book-Entry Notes having the same Fixed Rate
Terms, Floating Rate Terms or Zero-Coupon Terms, as the case
may be (except that dates of issue need not be the same),
and for which interest (if any) has been paid to the same
date; (b) a date, occurring at least 30 days after such
written notice is delivered and at least 30 days before the
next Interest Payment Date (if
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any) for such Book-Entry Notes, on which such DTC Global
Notes shall be exchanged for a single replacement DTC Global
Note; and (c) a new CUSIP number, obtained from the Issuer,
to be assigned by the Trustee to such replacement DTC Global
Note. Upon receipt of such a notice, the Depositary will
send to its participants (including the Trustee) a written
reorganization notice to the effect that such exchange will
occur on such date. Prior to the specified exchange date,
The First National Bank of Chicago as custodian for the
Depositary will deliver to the CUSIP Service Bureau written
notice setting forth such exchange date and the new CUSIP
number and stating that, as of such exchange date, the CUSIP
numbers of the DTC Global Notes to be exchanged will no
longer be valid. On the specified exchange date, the Trustee
will exchange such DTC Global Notes for a single DTC Global
Note bearing the new CUSIP number, and the CUSIP numbers of
the exchanged DTC Global Notes will, in accordance with
CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. Notwithstanding the foregoing, if
the DTC Global Notes to be exchanged exceed $150,000,000 in
aggregate principal amount, one replacement DTC Global Note
will be authenticated and issued to represent each
$150,000,000 of principal amount of the exchanged DTC Global
Notes and an additional DTC Global Note will be
authenticated and issued to represent any remaining
principal amount of such DTC Global Notes (see
"Denominations" below).
Denominations: Book-Entry Notes will be issued in denominations of $1,000
and any larger denomination which is an integral multiple
thereof. DTC Global Notes will be denominated in principal
amounts not in excess of $150,000,000. If one or more Book-
Entry Notes having an aggregate principal amount in excess
of $150,000,000 would, but for the preceding sentence, be
represented by a single DTC Global Note, then one DTC Global
Note will be issued to represent each $150,000,000 principal
amount of such Book-Entry Note or Book-Entry Notes and an
additional DTC Global Note will be issued to represent any
remaining principal amount of such Book-Entry Note or Book-
Entry Notes. In such a case, each of the DTC Global Notes
representing such Book-Entry Note or Notes shall be assigned
to the same CUSIP number.
Interest: GENERAL. The Depositary will arrange for each pending
deposit message described under Settlement Procedure C below
to be transmitted to Standard & Poor's Corporation, which
will use the message to include certain information
regarding the related
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Book-Entry Notes in the appropriate daily bond report
published by Standard & Poor's Corporation.
NOTICE OF INTEREST PAYMENTS AND REGULAR RECORD DATES. On
the first Market Day of January, April, July and October of
each year, the Trustee will deliver to the Issuer and the
Depositary a written list of Regular Record Dates and
Interest Payment Dates that will occur during the six-month
period beginning on such first Market Day with respect to
Book-Entry Notes which are Floating Rate Notes. Promptly
after each Interest Determination Date for Book-Entry Notes
which are Floating Rate Notes, the Trustee will notify
Standard & Poor's Corporation of the interest rates
determined on such Interest Determination Date.
Payments of
Principal
and Interest: PAYMENTS OF INTEREST ONLY. Promptly after each Regular
Record Date, the Trustee will deliver to the Issuer and the
Depositary a written notice specifying by CUSIP number the
amount of interest (if any) to be paid on each Book-Entry
Note on the following Interest Payment Date and the total of
such amounts. The Depositary will confirm the amount payable
(if any) on each Book-Entry Note on such Interest Payment
Date by reference to the daily bond reports published by
Standard & Poor's Corporation. On such Interest Payment
Date, the Issuer will pay to the Trustee, and the Trustee in
turn will pay to the Depositary, such total amount of
interest due (other than at Stated Maturity), at the times
and in the manner set forth below under "Manner of Payment".
PAYMENTS AT STATED MATURITY. On or about the first Market
Day of each month, the Trustee will deliver to the Issuer
and the Depositary a written list of principal, premium, if
any, and interest to be paid on each Book-Entry Note at
Stated Maturity in the following month. The Trustee, the
Issuer and the Depositary will confirm the amounts of such
principal, premium (if any) and interest payments with
respect to each such Book-Entry Note on or about the fifth
Market Day preceding the Maturity of such Book-Entry Note.
At Maturity, the Issuer will pay to the Trustee, and the
Trustee in turn will pay to the Depositary, the principal
amount of such Book-Entry Note, together with interest and
premium, if any, due at such Maturity, at the times and in
the manner set forth below under "Manner of Payment".
Promptly after payment to the Depositary of the principal,
interest and premium, if any, due at Maturity of all Book-
Entry
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Notes represented by a particular DTC Global Note, the
Trustee will cancel such DTC Global Note, make appropriate
entries in its records and, unless otherwise instructed by
the Issuer, destroy such DTC Global Note.
MANNER OF PAYMENT. The total amount of any principal,
premium and interest due on Book-Entry Notes on any Interest
Payment Date or at Maturity shall be paid by the Issuer to
the Trustee, in funds immediately available for use by the
Trustee as of 9:30 a.m., New York City time, on such date.
The Issuer will make such payment on such Book-Entry Notes
by wire transfer to the Trustee or by instructing the
Trustee to withdraw funds from an account maintained by the
Issuer at the Trustee. The Issuer will confirm such
instructions in writing to the Trustee. For payments at
Maturity, prior to 10:00 a.m., New York City time, on each
Maturity date or as soon as possible thereafter, the Trustee
will pay (assuming the Trustee has received funds from the
Issuer) by separate wire transfer (using Fedwire message
entry instructions in a form previously specified by the
Depositary) to an account at the Federal Reserve Bank of New
York previously specified by the Depositary, in funds
available for immediate use by the Depositary, each payment
of interest, principal and premium, if any, due on
Book-Entry Notes on such date; and for interest payments,
the Trustee will pay the Depositary in same-day funds on the
Interest Payment Date in accordance with existing
arrangements between the Trustee and the Depositary.
Thereafter on each such date, the Depositary will pay, in
accordance with its SDFS operating procedures then in
effect, such amounts in funds available for immediate use to
the respective Participants in whose names such Book-Entry
Notes are recorded in the book-entry system maintained by
the Depositary. Once payment has been made to the
Depositary, neither the Issuer nor the Trustee shall have
any responsibility, or liability for the payment by the
Depositary of the principal of, or premium, if any, or
interest on, the Book-Entry Notes to such Participants.
WITHHOLDING TAXES. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Book-Entry Note will be determined and withheld by the
Participant, indirect participant in the Depositary or
other Person responsible for forwarding payments and
materials directly to the beneficial owner of such Book-
Entry Note, or as applicable law may otherwise require.
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Settlement
Procedures: Settlement Procedures with regard to each Book-Entry Note
sold by each Presenting Agent, as agent of the Issuer, or
purchased by each Purchasing Agent will be as follows:
A. After the acceptance of an offer by the Issuer with
respect to a Book-Entry Note, the Presenting Agent or
the Purchasing Agent, as the case may be, will
communicate the following details of the terms of such
offer (the "Book-Entry Sale Information") to the Issuer
by telephone confirmed in writing or by facsimile
transmission or other acceptable written means:
(1) Principal amount of the Book-Entry Note to be
purchased;
(2) If a Fixed Rate Note, the interest rate;
(3) Stated Maturity;
(4) Issue Price;
(5) Presenting Agent's commission or Purchasing
Agent's discount, as the case may be;
(6) Net proceeds to the Issuer;
(7) Settlement Date;
(8) If a Note redeemable by the Issuer, such of the
following as is applicable;
(i) Initial Redemption Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption Price
shall decline (but not below par) on each
anniversary of the Redemption Commencement
Date,
(iv) the last date on which any such right of
redemption may be exercised,
(v) Additional redemption terms;
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(9) If a Note repayable at the option of the Holder,
such of the following information as is
applicable:
(i) Optional Repayment Date, and
(ii) Additional repayment terms;
(10) If a Floating Rate Note, such of the following as
are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) maximum interest rate,
(v) minimum interest rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Calculation Dates,
(ix) Interest Calculation Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a Note will
be determined by reference to an index or formula,
a full description of such index or formula;
(12) If an Original Issue Discount Note, the total
amount of original issue discount, the yield to
maturity and the initial accrual period of
original issue discount; and
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(13) The taxpayer identification number of the
registered owner.
(14) Other terms applicable to the Notes.
B. Upon receiving the Book-Entry Sale Information from the
Presenting Agent or the Purchasing Agent, as the case
may be, the Issuer will as soon as practicable advise
the Trustee by telephone (confirmed by facsimile
transmission) of the Book-Entry Sale Information
received from the Presenting Agent or the Purchasing
Agent, as the case may be, and the name of such Agent.
The Trustee will as soon as practicable thereafter
assign a CUSIP number to the DTC Global Note
representing such Book-Entry Note and advise the Issuer
by confirmed facsimile transmission of such CUSIP
number.
C. The Trustee will communicate to the Depositary, such
Agent and Standard & Poor's Corporation, through the
Depositary's Participant Terminal System, a pending
deposit message specifying the following settlement
information:
1. The Book-Entry Sale Information.
2. Identification numbers of the participant accounts
maintained by the Depositary on behalf of the
Trustee and such Agent.
3. Identification as a Fixed Rate Note, Floating Rate
Note or Zero Coupon Note.
4. Initial Interest Payment Date for such Note,
number of days by which such date succeeds the
related record date for Depositary purposes (or,
in the case of Floating Rate Notes which reset
daily or weekly, the date five calendar days
preceding the Interest Payment Date) and, if then
calculable, the amount of interest payable on such
Interest Payment Date (which amount shall have
been confirmed by the Trustee).
5. CUSIP number of the DTC Global Note representing
such Book-Entry Note.
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6. Whether such DTC Global Note will represent any
other Book-Entry Notes issued or to be issued (to
the extent then known).
D. The Issuer will complete and deliver to the Trustee a
DTC Global Note representing such Book-Entry Note, and
the Issuer will instruct the Trustee by facsimile
transmission or other acceptable written means to
authenticate such DTC Global Note, to register such DTC
Global Note in the name of Cede & Co., as nominee of
the Depositary, and to effect delivery thereof to the
Depositary by the Trustee's possession of such
authenticated DTC Global Note as agent for the
Depositary.
E. The Trustee will authenticate the DTC Global Note
representing such Book-Entry Note, register such DTC
Global Note in the name of Cede & Co., as nominee of
the Depositary, and take delivery thereof as agent for
the Depositary.
F. The Depositary will credit such Book-Entry Note to the
participant account of the Trustee maintained by the
Depositary.
G. The Trustee will enter an SDFS deliver order through
the Depositary's Participant Terminal System
instructing the Depositary (i) to debit such Book-Entry
Note to the Trustee's participant account and credit
such Book-Entry Note to the participant account of the
Presenting Agent or the Purchasing Agent, as the case
may be, maintained by the Depositary and (ii) to debit
the settlement account of the Presenting Agent or the
Purchasing Agent, as the case may be, and credit the
settlement account of the Trustee maintained by the
Depositary, in an amount equal to the price of such
Book-Entry Note less such Agent's commission or
discount, as the case may be. Any entry of such a
deliver order shall be deemed to constitute a
representation and warranty by the Trustee to the
Depositary that (i) the DTC Global Note representing
such Book-Entry Note has been issued, authenticated and
delivered and (ii) the Trustee is holding such DTC
Global Note pursuant to the Medium-Term Note
Certificate Agreement between the Trustee and the
Depositary.
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H. The Presenting Agent or the Purchasing Agent, as the
case may be, will enter an SDFS deliver order through
the Depositary's Participant Terminal System
instructing the Depositary (i) to debit such Book-Entry
Note to the participant account of such Agent and
credit such Book-Entry Note to the participant accounts
of the Participants with respect to such Book-Entry
Note maintained by the Depositary and (ii) to debit the
settlement accounts of such Participants and credit the
settlement account of such Agent maintained by the
Depositary in an amount equal to the price of such
Book-Entry Note.
I. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures G and H will
be settled in accordance with SDFS operating procedures
in effect on the Settlement Date.
J. The Trustee will credit to an account of the Issuer
maintained at the Trustee funds available for immediate
use in the amount transferred to the Trustee in
accordance with Settlement Procedure G.
K. The Trustee will send a copy (which may be marked
"Copy") of the DTC Global Note by first-class mail to
the Issuer together with a statement setting forth the
principal amount of Notes Outstanding and of Book-Entry
Notes Outstanding as of the related Settlement Date
after giving effect to such transaction and all other
offers to purchase Notes of which the Issuer has
advised the Trustee but which have not yet been
settled.
L. The Presenting Agent or the Purchasing Agent, as the
case may be, will confirm the purchase of such Book-
Entry Note to the purchaser either by transmitting to
the Participants with respect to such Book-Entry Note a
confirmation order through the Depositary's Participant
Terminal System or by mailing a written confirmation to
such purchaser.
Settlement
Procedures
Timetable: For orders of Book-Entry Notes accepted by the Issuer,
Settlement Procedures "A" through "L" set forth above shall
be completed as soon as possible but not later than the
respective times (New York City time) set forth below:
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Settlement
Procedure Time
--------- ----
A 11:00 a.m. on the trade date
B 12:00 Noon on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Market Day
before Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H 2:00 p.m. on Settlement Date
I 4:45 p.m. on Settlement Date or such
earlier time as is possible under SDFS
settlement procedures
J-L 5:00 p.m. on Settlement Date or such
earlier time as is possible under SDFS
settlement procedures
If a sale is to be settled more than one Market Day after
the trade date, Settlement Procedures A, B, and C may, if
necessary, be completed at any time prior to the specified
times on the first Market Day after such sale date. In
connection with a sale which is to be settled more than one
Market Day after the trade date, if the initial interest
rate for a Floating Rate Note is not known at the time that
Settlement Procedure A is completed, Settlement Procedures B
and C shall be completed as soon as such rates have been
determined, but no later than 11:00 a.m. and 2:00 p.m., New
York City time, respectively, on the second Market Day
before the Settlement Date. Settlement Procedure I is
subject to extension in accordance with any extension of
Fedwire closing deadlines and in the other events specified
in the SDFS operating procedures in effect on the settlement
date.
If settlement of a Book-Entry Note is rescheduled or
cancelled, the Issuer will as soon as practicable give the
Trustee notice to such effect. The Trustee will deliver to
the Depositary, through the Depositary's Participant
Terminal System, a cancellation message to such effect by no
later than 2:00 p.m., New York City time, on the Market Day
immediately preceding the scheduled Settlement Date
(provided the Trustee received such notice from the issuer
by noon on the Market Day immediately preceding the
Settlement Date) and in any case as soon as
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practicable. A copy of such message will be routed through
the facilities of the Depositary to the Presenting Agent and
Standard & Poor's Corporation.
Failure to
Settle: If the Trustee fails to enter in timely fashion an SDFS
deliver order with respect to any portion of a Book-Entry
Note pursuant to Settlement Procedure G, or if the
Presenting Agent or the Purchasing Agent, as the case may
be, fails to enter in timely fashion an SDFS deliver order
with respect to such Book-Entry Note pursuant to Settlement
Procedure H, the Trustee may deliver to the Depositary,
through the Depositary's Participant Terminal System, as
soon as practicable a withdrawal message instructing the
Depositary to debit such Book-Entry Note to the participant
account of the Trustee maintained at the Depositary. A copy
of such message will be routed through the facilities of the
Depositary to such Agent. The Depositary will process the
withdrawal message, provided that such participant account
contains Book-Entry Notes having the same Fixed Rate Terms,
Floating Rate Terms or Zero-Coupon Terms, as the case may
be, and having an aggregate principal amount that is at
least equal to the principal amount to be debited. If
withdrawal messages are processed with respect to all the
Book-Entry Notes represented by a particular DTC Global
Note, the Trustee will immediately cancel such DTC Global
Note, make appropriate entries in its records and, unless
otherwise instructed by the Issuer, destroy the DTC Global
Note. The CUSIP number assigned to such DTC Global Note
shall, in accordance with CUSIP Service Bureau procedures,
be cancelled and not immediately reassigned. If withdrawal
messages are processed with respect to only a portion of the
Book-Entry Notes represented by a particular DTC Global
Note, the Trustee will exchange such DTC Global Note for two
DTC Global Notes, one of which shall represent the Book-
Entry Notes for which withdrawal messages are processed and
shall be cancelled and destroyed immediately after issuance,
and the other of which shall represent the other Book-Entry
Notes previously represented by the surrendered DTC Global
Note and shall bear the CUSIP number of the surrendered DTC
Global Note. If such failure shall have occurred for any
reason other than default by the applicable Presenting Agent
or Purchasing Agent to perform its obligations hereunder or
under the Distribution Agreement, the Issuer will reimburse
such Agent on an equitable basis for its loss of the use of
funds during any period when the funds were credited to the
account of the Issuer in connection with such attempted
settlement.
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If the purchase price for any Book-Entry Note is not timely
paid to the Participants with respect to such Note by the
beneficial purchaser thereof or by a person, including an
indirect participant in the Depositary, acting on behalf of
such purchaser (other than the Purchasing Agent, if any),
such Participants and, in turn, the Presenting Agent or the
Purchasing Agent, as the case may be, may enter SDFS deliver
orders through the Depositary's Participant Terminal System
reversing the orders entered pursuant to Settlement
Procedures G and H, respectively. Immediately thereafter,
the Trustee will deliver the withdrawal message and take the
related actions described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to settle
with respect to any portion of a Book-Entry Note, the
Depositary may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a
failure to settle with respect to any portion of a Book-
Entry Note that was to have been represented by a DTC Global
Note also representing other Book-Entry Notes, the Trustee
will provide, in accordance with Settlement Procedures D and
E, for the authentication and issuance of a DTC Global Note
representing the remaining principal amount to have been
represented by such DTC Global Note and will make
appropriate entries in its records.
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EXHIBIT 4(b)
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
NORWEST CORPORATION
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
/ / Check this box if the Note is an Amortizing Note.
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this Certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]
[If applicable, this Note will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]
ORIGINAL ISSUE DATE: ISSUE PRICE: % INTEREST RATE PER ANNUM:
<PAGE>
MATURITY DATE: INTEREST PAYMENT DATES: REDEEMABLE ON OR AFTER
(AT OPTION OF THE
COMPANY):
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT DATES:
PERCENTAGE: PERCENTAGE REDUCTION:
SPECIFIED CURRENCY EXCHANGE RATE AGENT (Only AUTHORIZED DENOMINATIONS
(if other than U.S. applicable if Specified (Only applicable if
dollars): Currency is other than Specified Currency is
U.S. dollars): other than U.S. dollars):
DEPOSITARY (Only OTHER TERMS:
applicable if this
Note is a Global
Note):
If this Note is an Amortizing Note, installments of principal will be
paid on the dates specified below in the amounts specified below with respect to
each $1,000 original principal amount of the Note:
Amortizing Payment Dates: Amortizing Payment Amounts:
NORWEST CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to ____________________, or registered assigns,
the principal sum of ________________________________ at the office or agency of
the Company in the Borough of Manhattan, The City of New York or the City of
Minneapolis, Minnesota, on the maturity date shown above, or if such date is not
a Market Day (as defined below), the next succeeding Market Day (the "Stated
Maturity"), in such coin or currency specified above as at the time of payment
shall be legal tender for the payment of public and private debts, PROVIDED,
HOWEVER, that if this Note is specified above to be an Amortizing Note, the
installments of principal on this
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<PAGE>
Note will be paid, without presentation of this Note, on each Amortizing Payment
Date specified above, to the person in whose name this Note is registered at the
close of business on the fifteenth calendar day (whether or not a Market Day)
next preceding such Amortizing Payment Date (the "Amortizing Record Date"), in
the respective amount per $1,000 principal amount of this Note specified above
(the "Amortizing Payment Amount") in respect of such Amortizing Payment Date;
and to pay interest on the principal amount hereof at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like coin or currency, semi-annually on each Interest Payment Date set forth
above from and after the date of this Note and at Maturity until payment of the
principal amount hereof has been made or duly provided for, PROVIDED, HOWEVER,
that the Company will make such payments in respect of non-U.S. dollar
denominated Notes in U.S. dollars determined as set forth hereinbelow; PROVIDED,
HOWEVER, that payments of principal of, premium, if any, and interest on Notes
denominated in other than U.S. dollars will nevertheless be made in the
Specified Currency at the election of the holder as provided herein (unless the
Company is unable to make such payments in the Specified Currency due to the
imposition of exchange controls or other circumstances beyond the control of the
Company as provided herein). Unless this Note is a Note which has been issued
upon transfer of, in exchange for, or in replacement of, a predecessor Note,
interest on this Note shall accrue from the Original Issue Date indicated above.
If this Note has been issued upon transfer of, in exchange for, or in
replacement of, a predecessor Note, interest on this Note shall accrue from the
last Interest Payment Date to which interest was paid on such predecessor Note
or, if no interest was paid on such predecessor Note, from the Original Issue
Date indicated above. The first payment of interest on a Note originally
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<PAGE>
issued and dated between a Record Date (as defined below) and an Interest
Payment Date will be due and payable on the Interest Payment Date following the
next succeeding Record Date to the registered owner on such next succeeding
Record Date. Subject to certain exceptions provided in the Indenture referred
to hereinbelow, the interest so payable on any Interest Payment Date will be
paid to the person in whose name this Note is registered at the close of
business on the day (whether or not a Market Day) fifteen calendar days next
preceding such Interest Payment Date (each such date a "Record Date"), and
interest payable at Maturity will be paid to the person to whom said principal
sum is payable.
Except as set forth below, payment of interest on this Note due on any
Interest Payment Date and payment of principal on this Note due on any
Amortizing Payment Date to be made in U.S. dollars will be payable at the
corporate trust office of the Trustee (as hereinafter defined) or at the
corporate trust office of Norwest Bank Minnesota, N.A., as paying agent (the
"Paying Agent"), PROVIDED that, at the option of the Company, payment may be
made by check mailed to the person entitled thereto at his or her last address
as it appears in the Security Register or, in the case of a holder of
$10,000,000 or more in aggregate principal amount of Notes, by wire transfer to
such account as may have been designated by such holder as set forth herein.
Payment of the principal of, premium, if any, and interest, if any, on this Note
due to the holder hereof at Maturity to be made in U.S. dollars will be paid, in
immediately available funds, upon presentation of this Note at the corporate
trust office of the Trustee in The City of New York or the corporate trust
office of the Paying Agent in the City of Minneapolis, Minnesota, provided that
this Note is presented for surrender to the Paying Agent in time for the Paying
Agent to make such payment in such funds in accordance with its normal
procedures.
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<PAGE>
If this Note is a Global Note, the total amount of any principal,
premium, if any, and interest due on this Note representing one or more
Book-Entry Notes on any Interest Payment Date or Amortizing Payment Date or at
Maturity will be made available to the Trustee on such date. As soon as
possible thereafter, the Trustee will make such payments to the Depositary. The
Depositary will allocate such payments to each Book-Entry Note represented by
the Global Note and make payments to the owners or holders thereof in accordance
with its existing operating procedures.
Payments of interest to be made in a Specified Currency other than
U.S. dollars (other than interest on this Note due to the holder hereof at
Maturity) will be paid by check mailed to the address of the holder entitled
thereto as it appears in the Security Register, such check to be drawn on a bank
office located outside the United States. Payment in a Specified Currency other
than U.S. dollars of any Amortizing Payment Amount will be paid by check mailed
to the address of the holder entitled thereto as it appears in the Security
Register, such check to be drawn on a bank office located outside the United
States. Payment in a Specified Currency other than U.S. dollars of the
principal of and premium, if any, and interest on this Note due to the holder
hereof at Maturity will be made by wire transfer of immediately available funds
to a designated account maintained in the country issuing the Specified Currency
as shall have been designated at least sixteen days prior to Maturity by the
registered holder of this Note at Maturity, provided that this Note is presented
for surrender to the Paying Agent in time for the Paying Agent to make such
payment in such funds in accordance with its normal procedures.
-5-
<PAGE>
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Paying Agent at its corporate trust
office and, unless revoked by written notice to the Paying Agent received by the
Paying Agent on or prior to the Record Date immediately preceding the applicable
Interest Payment Date, the Amortizing Record Date immediately preceding the
applicable Amortizing Payment Date or the sixteenth calendar day preceding
Maturity shall remain in effect with respect to any further payments with
respect to this Note payable to such holder.
Unless otherwise specified above under "Other Terms", payments of
principal of and any premium and interest on any Note denominated in a Specified
Currency other than U.S. dollars will be converted by the Exchange Rate Agent to
U.S. dollars in the manner set forth below, PROVIDED, HOWEVER, that the holder
of any Note denominated in a Specified Currency other than U.S. dollars may
elect to receive the Specified Currency by transmitting a written request for
such payment to the corporate trust office of the Paying Agent on or prior to
the Record Date immediately preceding any Interest Payment Date, the Amortizing
Record Date immediately preceding the applicable Amortizing Payment Date or at
least sixteen calendar days prior to Maturity. Such request may be mailed or
hand delivered or sent by cable or telex or other form of facsimile
transmission. The holder of any such Note may elect to receive payment in the
Specified Currency for all principal, premium, if any, and interest payments and
need not file a separate election for each payment. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent on or
prior to the Record Date immediately preceding the
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<PAGE>
applicable Interest Payment Date, the Amortizing Record Date immediately
preceding the applicable Amortizing Payment Date or the sixteenth calendar day
preceding Maturity.
If this Note is a Global Note as specified above, a beneficial owner
of this Note denominated in a Specified Currency electing to receive payments of
principal or any premium or interest in a Specified Currency other than U.S.
dollars must notify the participant through which its interest is held on or
prior to the applicable Regular Record Date, in the case of a payment of
interest, and on or prior to the sixteenth day prior to Maturity, in the case of
principal or premium, of such beneficial owner's election to receive all or a
portion of such payment in a Specified Currency. Such participant must notify
the Depositary of such election on or prior to the third Market Day after such
Regular Record Date. The Depositary will notify the Paying Agent of such
election on or prior to the fifth Market Day after such Regular Record Date. If
complete instructions are received by the participant and forwarded by the
participant to the Depositary, and by the Depositary to the Paying Agent, on or
prior to such dates, the beneficial owner will receive payments in the Specified
Currency.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Paying Agent on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Paying Agent's receipt of such
designation, such payment will be made within five Market Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed
-7-
<PAGE>
upon payments will be borne by the holder or holders of this Note in respect of
which payments are made.
All percentages resulting from any calculation referred to herein will
be rounded, if necessary, to the nearest one hundred-thousandth of one
percentage point, with five one-millionths of one percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)
and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)); and all
currency or currency unit amounts used in or resulting from such calculations on
this Note will be rounded to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).
Any payment on this Note due on any day which is not a Market Day need
not be made on such day, but may be made on the next succeeding Market Day with
the same force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
IF THIS NOTE IS A GLOBAL NOTE AS SPECIFIED ABOVE, THE FOLLOWING LEGEND
IS APPLICABLE: "THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR".
"Market Day" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that is not a day on which banking institutions generally
are authorized or obligated by law or executive order to close in the City of
Minneapolis, Minnesota or The City
-8-
<PAGE>
of New York, and (b) only if this Note is denominated in a Specified Currency
other than U.S. dollars, any day that is also, in the principal financial center
of the country of the currency in which this Note is denominated, not a day on
which banking institutions generally are authorized or obligated by law or
executive order to close and (d) only if this Note is denominated in European
Currency Units ("ECUs"), is also an "ECU Settlement Day" ("ECU Settlement Day"
means any day that (i) is not either (A) a Saturday or a Sunday or (B) a day
that is designated as an ECU Non-Settlement Day by the ECU Banking Association
in Paris or otherwise generally regarded in the ECU interbank market as a day on
which payments on ECUs shall not be made, and (ii) is a day on which payments in
the ECU can be settled by commercial banks and in foreign exchange markets in
the place in which the relevant account for payment is located).
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such provisions
shall for all purposes have the same effect as though fully set forth at this
place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to hereinbelow.
-9-
<PAGE>
IN WITNESS WHEREOF, NORWEST CORPORATION has caused this instrument to
be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF NORWEST CORPORATION
AUTHENTICATION
This Note is one of a
designated series of
Debt Securities described
in the Indenture referred
By_________________________________________
to hereinbelow ______________________, _______________
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee,
Attest:
By____________________________
Authorized Officer
___________________________________________
__________________________________,
Secretary
OR
NORWEST BANK MINNESOTA, N.A., [SEAL]
as Authenticating Agent
for the Trustee
By____________________________
Authorized Officer
-10-
<PAGE>
NORWEST CORPORATION
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Company (the "Debt Securities"), all
issued or to be issued under and pursuant to an indenture dated as of
December 15, 1993 (the "Indenture"), with The First National Bank of Chicago, as
Trustee (the "Trustee"), to which Indenture reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited to an aggregate initial offering price of
$1,000,000,000, or the equivalent thereof in foreign currencies or foreign
currency units, designated as the Medium-Term Notes, Series E (the "Notes") of
the Company. The Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all, be repayable at
the option of the holder at different times or not at all, be extendible and be
denominated in different currencies.
-11-
<PAGE>
If this Note is denominated in a Specified Currency other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Market Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date, in the aggregate amount of the Specified Currency payable to all
holders of Notes receiving U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a contract. If three such bid
quotations are not available, payments will be made in the Specified Currency.
All currency exchange costs associated with any payments in U.S. dollars will be
borne by the holder of the Note by deductions from such payments.
If the principal of, premium, if any, or interest on this Note is
payable in a Specified Currency other than U.S. dollars and, due to the
imposition of exchange controls or other circumstances beyond the control of the
Company, the Specified Currency is not available at the time of any scheduled
payment of principal, premium or interest to be made in the Specified Currency,
then the Company shall be entitled to satisfy its obligations hereunder by
making such payment in U.S. dollars. Any such payment shall be made on the
basis of the Market Exchange Rate on the second Market Day prior to such
payment, or if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate or as otherwise indicated above
under "Other Terms". The Market Exchange
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<PAGE>
Rate for any Specified Currency means the noon buying rate in The City of New
York for cable transfer for such Specified Currency as certified for customs
purposes by (or if not so certified, as otherwise determined by) the Federal
Reserve Bank of New York. Any payment under such circumstances in U.S. dollars
where required payment is in a Specified Currency will not constitute an Event
of Default under the Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the holders of two-thirds in principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting (i) the holders of two-thirds in principal
amount of the Debt Securities of each series at the time Outstanding, on behalf
of the holders of all Debt Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and (ii) the holders of a
majority in principal amount of the Debt Securities of each
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<PAGE>
Series at the time Outstanding, on behalf of the holders of all Debt Securities
of such series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
If so provided above under the heading "Redeemable on or after (at
Option of the Company)", this Note may be redeemed by the Company on and after
the date so indicated. On and after the date, if any, from which this Note may
be redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The
Redemption Percentage shall initially equal the Initial Redemption Percentage
specified above, and shall decline at each anniversary of the initial date that
this Note is redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is equal to 100%.
If so provided above, this Note will be repayable in whole or in part
in increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of
an amount equal to the integral multiples referred to under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination) provided that the remaining principal
amount of any Note surrendered for partial repayment shall be at least $1,000
or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to above, on any "Optional Repayment Date" (as stated
above), at the
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<PAGE>
option of the holder, at 100% of the principal amount to be repaid, plus accrued
interest, if any, to the repayment date. In order for the exercise of the
option to be effective and the Notes to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time notify the holder
of the within Note, on or before the thirtieth, but not earlier than the
forty-fifth day, or, if such day is not a Market Day, the next succeeding Market
Day, prior to the repayment date, either (i) this Note, with the form below
entitled "Option to Elect Repayment" duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the holder of this Note, (b) the principal
amount of this Note and the amount of this Note to be repaid, (c) a statement
that the option to elect repayment is being exercised thereby, and (d) a
guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five Market
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Market Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is Sixth and Marquette, Minneapolis, Minnesota 55479
(or, at such other place as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment will be determined by the Company, whose
determination will be final and binding.
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<PAGE>
The Notes are issuable in global or definitive form without coupons
in denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above. Upon
due presentment for registration of transfer of this Note at the corporate trust
office of the Trustee in the Borough of Manhattan or at the corporate trust
office of the Paying Agent in the City of Minneapolis, Minnesota, a new Note or
Notes in authorized denominations in the Specified Currency for an equal
aggregate principal amount and like interest rate and Stated Maturity will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below with respect to
Global Notes, if applicable, without charge except for any tax or other
governmental charge imposed in connection therewith.
If this Note is a Global Note (as specified above), this Note is
exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form and so notifies the Trustee or (z) an Event of Default with
respect to the Notes represented hereby has occurred and is continuing. If this
Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for definitive Notes in registered form, bearing interest (if any)
at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency, Stated Maturity and
other terms and of differing denominations aggregating a like amount.
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<PAGE>
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and the Paying Agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the Security Register of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and none of the Company, the Trustee or the Paying Agent
shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or
future stockholder, officer or director, as such, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and released by the
acceptance hereof and as a condition of and as part of the consideration for the
issuance of this Note.
-17-
<PAGE>
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
-18-
<PAGE>
-----------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at ______________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the thirtieth, but not earlier than the forty-fifth, calendar day,
or, if such day is not a Market Day, the next succeeding Market Day, prior to
the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
being irrevocably exercised thereby, and (d) a guarantee stating that the Note
to be repaid with
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<PAGE>
the form entitled "Option to Elect Repayment" on the addendum to the Note duly
completed will be received by the Company not later than five Market Days after
the date of such telegram, telex, facsimile transmission or letter (and such
Note and form duly completed are received by the Company by such fifth Market
Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the holder elects to have repaid:
_____________________; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple thereof or, if the Note is denominated
in a currency other than U.S. dollars, an Authorized Denomination) of the Note
or Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): ______________________________.
Date___________________
=================================================
Notice: The signature to this Option to Elect
Repayment must correspond with the name as
written upon page 2 of the Note in every
particular without alteration or enlargement or
any other change whatsoever.
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<PAGE>
------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ____ CUSTODIAN ____
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
_______________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of NORWEST CORPORATION and does hereby irrevocably constitute
and appoint __________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.
Dated: ___________________ _____________________________________________
_____________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
-21-
<PAGE>
EXHIBIT 4(c)
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
NORWEST CORPORATION
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
/ / Check box if the Note is an Amortizing Note.
/ / Check box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this Certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]
[If applicable, this Note will contain information required by the
U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined
in the Internal Revenue Code of 1986, as amended.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: ISSUE PRICE:
<PAGE>
MATURITY DATE: INTEREST RATE BASIS INTEREST PAYMENT
(and, if applicable, PERIOD:
related Interest
Periods):
INTEREST PAYMENT DATES: INTEREST DETERMINATION MAXIMUM INTEREST RATE:
DATES:
MINIMUM INTEREST RATE: INTEREST CALCULATION INTEREST RATE RESET
DATES: PERIOD:
INTEREST RESET DATES: INITIAL INTEREST RESET SPREAD MULTIPLIER:
DATE:
SPREAD: + SPECIFIED CURRENCY EXCHANGE RATE AGENT
- (if other than U.S. (Only applicable if
dollars): Specified Currency is
other than U.S. dollars):
CALCULATION AGENT: INDEX MATURITY: REDEEMABLE ON OR AFTER
(at option of Company):
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATES:
SINKING FUND: AUTHORIZED DENOMINATIONS DEPOSITARY
(Only applicable if (Only applicable if this
Specified Currency is Note is a Global Note):
other than U.S.
dollars):
DESIGNATED CMT MATURITY OTHER TERMS:
INDEX AND DESIGNATED
TELERATE PAGE:
(Only applicable if this
Note is a CMT Note):
If this Note is an Amortizing Note, installments of principal will be
paid on the dates specified below in the amounts specified below with respect to
each $1,000 original principal amount of the Note:
Amortizing Payment Dates: Amortizing Payment Amounts:
NORWEST CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to _______________________, or registered
assigns, the
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<PAGE>
principal sum of ________________________ at the office or agency of the Company
in the Borough of Manhattan, The City of New York or the City of Minneapolis,
Minnesota, on the maturity date shown above, or if such date is not a Market Day
(as defined herein), the next succeeding Market Day (the "Stated Maturity"), in
such coin or currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts, PROVIDED, HOWEVER, that if
this Note is specified above to be an Amortizing Note, then installments of
principal on this Note will be paid, without presentation of this Note, on each
Amortizing Payment Date specified above, to the person in whose name this Note
is registered at the close of business on the fifteenth calendar day (whether or
not a Market Day) next preceding such Amortizing Payment Date (the "Amortizing
Record Date"), in the respective amount per $1,000 principal amount of this Note
specified above (the "Amortizing Payment Amount") in respect of such Amortizing
Payment Date; and to pay interest monthly, quarterly, semi-annually or annually
as specified above under "Interest Payment Period", on the Interest Payment
Dates specified above, commencing with the first Interest Payment Date specified
above following the Original Issue Date specified above, and at Maturity, on the
principal amount hereof, in like coin or currency, at a rate per annum equal to
the Initial Interest Rate specified above until the Initial Interest Reset Date
specified above following the Original Issue Date specified above and thereafter
at a rate per annum determined in accordance with the provisions hereinbelow
under the heading "Determination of Interest Rate Per Annum for Commercial Paper
Rate Notes", "Determination of Interest Rate Per Annum for Prime Rate Notes",
"Determination of Interest Rate Per Annum for LIBOR Notes", "Determination of
Interest Rate Per Annum for Treasury Rate Notes", "Determination of Interest
Rate Per Annum for CD Rate Notes", "Determination
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<PAGE>
of Interest Rate Per Annum for CMT Rate Notes" or "Determination of Interest
Rate Per Annum for Federal Funds Rate Notes", depending upon whether the
Interest Rate Basis is Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate,
CD Rate, CMT Rate or Federal Funds Rate, as specified above; PROVIDED, HOWEVER,
that if any Interest Payment Date or Amortizing Payment Date specified above
would otherwise fall on a day that is not a Market Day, such Interest Payment
Date or Amortizing Payment Date will be the following day that is a Market Day,
except that in the event that the Interest Rate Basis for this Note is LIBOR, if
such next Market Day falls in the next calendar month, such Interest Payment
Date will be the next preceding day that is a Market Day; PROVIDED, FURTHER,
that the Company will make such payments in respect of non-U.S. dollar
denominated Notes in U.S. dollars determined as set forth hereinbelow; PROVIDED,
HOWEVER, that payments of principal of, premium, if any, and interest on non-
U.S. dollar denominated Notes will nevertheless be made in the Specified
Currency at the election of the holder as provided herein (unless the Company is
unable to make such payments in the Specified Currency due to the imposition of
exchange controls or other circumstances beyond the control of the Company as
provided herein). Interest on this Note shall accrue (a) if the rate at which
interest on this Note is payable shall be adjusted monthly, quarterly,
semi-annually or annually, as specified above under "Interest Rate Reset Period"
and as determined in accordance with the provisions hereinbelow, from, and
including, the Interest Payment Date next preceding the date of this Note to
which interest has been paid, unless the date hereof is an Interest Payment Date
to which interest has been paid, in which case from the date of this Note, or
unless no interest has been paid on this Note, in which case from the Original
Issue Date specified above, until payment of said principal sum has been made or
duly
-4-
<PAGE>
provided for or (b) if the rate at which interest on this Note is payable shall
be adjusted daily or weekly, as specified above under "Interest Rate Reset
Period" and as determined in accordance with the provisions hereinbelow, from,
but excluding, the Record Date (as defined herein) next preceding the date of
this Note through which interest has been paid, unless the date hereof is a
Record Date through which interest has been paid, in which case from the day
after the date of this Note, or unless no interest has been paid on this Note,
in which case from the Original Issue Date specified above, until payment of
said principal sum has been made or duly provided for; PROVIDED, HOWEVER, that
if the Original Issue Date is after any Record Date preceding any Interest
Payment Date and before such Interest Payment Date, interest on this Note shall
accrue from such Interest Payment Date unless the rate at which interest on this
Note is payable shall be adjusted daily or weekly, as provided above under
"Interest Rate Reset Period" and as determined in accordance with the provisions
hereinbelow, in which case interest on this Note shall accrue from such Record
Date, or, in either case, if no interest has been paid on this Note, from the
Original Issue Date specified above; PROVIDED, FURTHER, that if the Company
shall default in the payment of interest due on any Interest Payment Date, then
interest on this Note shall accrue from the next preceding Interest Payment Date
or Record Date, as the case may be, to which interest has been paid, or, if no
interest has been paid on this Note, from the Original Issue Date specified
above. Subject to certain exceptions provided in the Indenture referred to
below, the interest so payable on any Interest Payment Date will be paid to the
person in whose name this Note is registered at the close of business on the
Record Date next preceding such Interest Payment Date, and interest payable at
Maturity will be paid to the person to whom said principal sum is payable;
PROVIDED, HOWEVER, that the first payment of interest on a Note
-5-
<PAGE>
originally issued between a Record Date and an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding Record Date to
the registered owner on such next succeeding Record Date. "Record Date" shall
mean the day (whether or not a Market Day) fifteen calendar days prior to any
Interest Payment Date. "Market Day" means (a) with respect to any Note, any day
that is not a Saturday or Sunday and that is not a day on which banking
institutions generally are authorized or obligated by law or executive order to
close in the City of Minneapolis, Minnesota or The City of New York, and (b) if
the Interest Rate Basis for this Note is LIBOR, is also a London Banking Day
("London Banking Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market), and (c) only if this
Note is denominated in a Specified Currency other than U.S. dollars, any day
that is also, in the principal financial center of the country of the currency
in which this Note is denominated, not a day on which banking institutions
generally are authorized or obligated by law or executive order to close and
(d) only if this Note is denominated in European Currency Units ("ECUs"), is
also an "ECU Settlement Day" ("ECU Settlement Day" means any day that (i) is not
either (A) a Saturday or a Sunday or (B) a day that is designated as an ECU
Non-Settlement Day by the ECU Banking Association in Paris or otherwise
generally regarded in the ECU interbank market as a day on which payments on
ECUs shall not be made, and (ii) is a day on which payments in the ECU can be
settled by commercial banks and in foreign exchange markets in the place in
which the relevant account for payment is located).
Except as set forth below, payment of interest on this Note due on any
Interest Payment Date and payment of principal on this Note due on any
Amortizing Payment Date to be
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<PAGE>
made in U.S. dollars will be payable at the corporate trust office of the
Trustee (as hereinafter defined) or at the corporate trust office of Norwest
Bank Minnesota, N.A., as paying agent under the Indenture (the "Paying Agent"),
PROVIDED that, at the option of the Company, payment may be made by check mailed
to the person entitled thereto at the holder's last address as it appears in the
Security Register or, in the case of a holder of $10,000,000 or more in
aggregate principal amount of Notes, by wire transfer to such account as may
have been appropriately designated by such holder as set forth herein. Payment
of the principal of, premium, if any, and interest, if any, on this Note due to
the holder hereof at Maturity to be made in U.S. dollars will be made, in
immediately available funds, upon presentation of this Note at the corporate
trust office of the Trustee in The City of New York or the corporate trust
office of the Paying Agent in the City of Minneapolis, Minnesota, provided that
this Note is presented for surrender to the Paying Agent in time for the Paying
Agent to make such payment in such funds in accordance with its normal
procedures.
If this Note is a Global Note, the total amount of any principal,
premium, if any, and interest due on this Note representing one or more
Book-Entry Notes on any Interest Payment Date or Amortizing Payment Date or at
Maturity will be made available to the Trustee on such date. As soon as
possible thereafter, the Trustee will make such payments to the Depositary. The
Depositary will allocate such payments to each Book-Entry Note represented by
the Global Note and make payments to the owners or holders thereof in accordance
with its existing operating procedures.
Payments of interest to be made in a Specified Currency other than
U.S. dollars (other than interest on this Note due to the holder hereof at
Maturity) will be paid by check
-7-
<PAGE>
mailed to the address of the holder entitled thereto as it appears in the
Security Register, such check to be drawn on a bank office located outside of
the United States. Payment in a Specified Currency other than U.S. dollars of
any Amortizing Payment Amount will be paid by check mailed to the address of the
holder entitled thereto as it appears in the Security Register, such check to be
drawn on a bank office located outside the United States. Payment in a
Specified Currency, other than U.S. dollars, of the principal and premium and
interest, if any, on this Note due to the holder hereof at Maturity will be made
by wire transfer of immediately available funds to a designated account
maintained in the country issuing the Specified Currency as shall have been
designated at least sixteen days prior to Maturity by the registered holder of
this Note at Maturity, provided that this Note is presented for surrender to the
Paying Agent in time for the Paying Agent to make such payment in such funds in
accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Paying Agent at its corporate trust
office and, unless revoked by written notice to the Paying Agent received by the
Paying Agent on or prior to the Record Date immediately preceding the applicable
Interest Payment Date, the Amortizing Record Date immediately preceding the
applicable Amortizing Payment Date or the sixteenth day preceding Maturity shall
remain in effect with respect to any further payments with respect to this Note
payable to such holder.
Unless otherwise specified above under "Other Terms", payments of
principal of and any premium and interest on any Note denominated in a Specified
Currency other than U.S. dollars will be converted by the Exchange Rate Agent to
U.S. dollars in the manner set forth
-8-
<PAGE>
below, PROVIDED, HOWEVER, that the holder of any Note denominated in a Specified
Currency other than U.S. dollars may elect to receive payments in the Specified
Currency by transmitting a written request for such payment to the corporate
trust office of the Paying Agent on or prior to the Record Date immediately
preceding any Interest Payment Date, the Amortizing Record Date immediately
preceding the applicable Amortizing Payment Date or at least sixteen calendar
days prior to Maturity. Such request may be mailed or hand delivered or sent by
cable or telex or other form of facsimile transmission. The holder of any such
Note may elect to receive payment in the Specified Currency for all principal,
premium, if any, and interest payments and need not file a separate election for
each payment. Any such election will remain in effect until revoked by written
notice to the Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date, the Amortizing Record Date
immediately preceding the applicable Amortizing Payment Date or the sixteenth
calendar day preceding Maturity.
If this Note is a Global Note as specified above, a beneficial owner
of this Note denominated in a Specified Currency electing to receive payments of
principal or any premium or interest in a Specified Currency other than U.S.
dollars must notify the participant through which its interest is held on or
prior to the applicable Regular Record Date, in the case of a payment of
interest, and on or prior to the sixteenth day prior to Maturity, in the case of
principal or premium, of such beneficial owner's election to receive all or a
portion of such payment in a Specified Currency. Such participant must notify
the Depositary of such election on or prior to the third Market Day after such
Regular Record Date. The Depositary will notify the Paying Agent of such
election on or prior to the fifth Market Day after such Regular Record
-9-
<PAGE>
Date. If complete instructions are received by the participant and forwarded by
the participant to the Depositary, and by the Depositary to the Paying Agent, on
or prior to such dates, the beneficial owner will receive payments in the
Specified Currency.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Paying Agent on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Paying Agent's receipt of such a
designation, such payment will be made within five Market Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
Any payment on this Note due on any day which is not a Market Day need
not be made on such day, but may be made on the next succeeding Market Day with
the same force and effect as if made on the due date except that, if the
Interest Rate Basis for this Note is LIBOR and such Market Day is in the next
succeeding calendar month, such payment shall be made on the immediately
preceding Market Day, and, in the case of a payment at Maturity due on a day
which is not a Market Day, no interest shall accrue for the period from and
after such date.
IF THIS NOTE IS A GLOBAL NOTE AS SPECIFIED ABOVE, THE FOLLOWING LEGEND
IS APPLICABLE: "THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
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<PAGE>
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR
NOMINEE OF SUCH SUCCESSOR."
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such provisions
shall for all purposes have the same effect as though fully set forth at this
place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to hereinbelow.
-11-
<PAGE>
IN WITNESS WHEREOF, NORWEST CORPORATION has caused this instrument to
be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF NORWEST CORPORATION
AUTHENTICATION
This Note is one of a
designated series of Debt
Securities described in
the Indenture referred to
hereinbelow By
_______________________________________
__________________,
____________________
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee,
By___________________________, Attest:
Authorized Officer
____________________________________
___________________________,
Secretary
OR
NORWEST BANK MINNESOTA, N.A., [SEAL]
as Authenticating Agent
for the Trustee
By___________________________,
Authorized Officer
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<PAGE>
NORWEST CORPORATION
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Company (the "Debt Securities"), all
issued or to be issued under and pursuant to an indenture dated as of
December 15, 1993 (the "Indenture"), with The First National Bank of Chicago, as
Trustee (the "Trustee"), to which Indenture reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited to an aggregate initial offering price of
$1,000,000,000, or the equivalent thereof in foreign currencies or foreign
currency units, designated as the Medium-Term Notes, Series E (the "Notes") of
the Company. The Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all, be repayable at
the option of the holder at different times or not at all, be extendible and be
denominated in different currencies.
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<PAGE>
The interest rate in effect from the date of issue to the Initial
Interest Reset Date shall be the Initial Interest Rate specified above.
Commencing with the Initial Interest Reset Date specified above following the
Original Issue Date specified above, the rate at which interest on this Note is
payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as specified above under "Interest Rate Reset Period"; PROVIDED,
HOWEVER, that unless otherwise specified above under "Other Terms" the interest
rate in effect hereon for the 10 calendar days immediately prior to Maturity
hereof will be that in effect on the tenth day next preceding Maturity. Each
such adjusted rate shall be applicable from and including the Interest Reset
Date to which it relates to but not including the next succeeding Interest Reset
Date or until Maturity, as the case may be. Subject to applicable provisions of
law and except as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined with respect to the Interest
Determination Date next preceding such Interest Reset Date in accordance with
the provisions of the applicable heading below and adjusted by the addition or
subtraction of the Spread, if any, specified above, and/or by the multiplication
by the Spread Multiplier, if any, specified above.
DETERMINATION OF INTEREST RATE PER ANNUM FOR PRIME RATE NOTES. If the
Interest Rate Basis specified above is Prime Rate, the interest rate per annum
determined with respect to any Interest Determination Date specified above shall
equal the rate on such date as such rate is published in the Federal Reserve
Board "Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Federal Reserve Board ("H.15(519)") under the heading "Bank
Prime Loan". If such rate is not published prior to 9 A.M., New York City time,
on the Interest Calculation Date, then the Prime Rate shall be the arithmetic
mean of the rates of
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<PAGE>
interest publicly announced by each bank that appears on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page for such Interest
Determination Date, the Prime Rate shall be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by the appropriate number
of substitute banks or trust companies organized and doing business under the
laws of the United States, or any State thereof, having total equity capital of
at least $500,000,000 and being subject to supervision or examination by federal
or state authority, selected by the Calculation Agent to provide such rate or
rates; PROVIDED, HOWEVER, that if the banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate for such
Prime Interest Determination Date will be the Prime Rate as determined based on
the last such rate published in H.15(519) and provided, further, that if such
rate is not so published in H.15(519), the Prime Rate hereon will remain the
Prime Rate in effect hereon on such Prime Interest Determination Date. "Reuters
Screen NYMF Page" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Services (or such other page as may replace the NYMF page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks).
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<PAGE>
DETERMINATION OF INTEREST RATE PER ANNUM FOR LIBOR NOTES. If the
Interest Rate Basis specified above is LIBOR, the interest rate per annum
determined with respect to any Interest Determination Date specified above shall
be determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to any Interest Determination Date, LIBOR will be,
as specified on the face hereof, either: (a) the arithmetic mean of the
offered rates for deposits in U.S. dollars having the specified Index
Maturity, commencing on the second London Banking Day immediately following
such Interest Determination Date, that appear on the Reuters Screen LIBO
Page (as defined below) as of 11:00 A.M., London time, on such Interest
Determination Date, if at least two such offered rates appear on the
Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in
U.S. dollars having the specified Index Maturity, commencing on the second
London Banking Day immediately following such Interest Determination Date,
that appears on the Telerate Page 3750 (as defined below) as of 11:00 A.M.,
London time, on such Interest Determination Date ("LIBOR Telerate").
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page 3750" means the
display designated as page "3750" on the Telerate Service (or such other
page as may replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers' Association for the
purpose of displaying London interbank offered rates for U.S. dollar
deposits). If neither LIBOR Reuters nor LIBOR
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<PAGE>
Telerate is specified on the face hereof, LIBOR will be determined as if
LIBOR Telerate had been specified. If fewer than two offered rates appear
on the Reuters Screen LIBO Page, or if no rate appears on the Telerate
Page 3750, as applicable, LIBOR in respect of such Interest Determination
Date will be determined in the manner described in (ii) below.
(ii) With respect to any Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page, as specified
in (i)(a) above, or on which no rate appears on Telerate Page 3750, as
specified in (i)(b) above, as applicable, LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars are offered by four
major banks in the London interbank market selected by the Calculation
Agent (the "Reference Banks") at approximately 11:00 A.M., London time, on
such Interest Determination Date to prime banks in the London interbank
market having the specified Index Maturity commencing on the second London
Banking Day immediately following such Interest Determination Date and in a
principal amount, not less than U.S. $1,000,000, that, in the judgment of
the Calculation Agent, is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal
London office of each of such Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean of the rates
quoted by three major banks in The City of New York selected by the
Calculation Agent at approximately 11:00 A.M., New York City time, on such
Interest
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<PAGE>
Determination Date for loans in United States dollars to leading European
banks, having the specified Index Maturity, commencing on the second London
Banking Day immediately following that LIBOR Interest Determination Date
and in a principal amount, not less than U.S. $1,000,000, that, in the
judgment of the Calculation Agent, is representative for a single
transaction in such market at such time; PROVIDED, HOWEVER, that if fewer
than three banks in The City of New York selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, LIBOR with
respect to such LIBOR Interest Determination Date will remain LIBOR in
effect hereon on such LIBOR Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR TREASURY RATE NOTES. If
the Interest Rate Basis specified above is Treasury Rate, the interest rate per
annum determined with respect to any Interest Determination Date specified above
shall equal the rate for the most recent auction of direct obligations of the
United States ("Treasury bills") having the Index Maturity specified above as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 3:00 P.M., New
York City time, on the Interest Calculation Date, as specified above, pertaining
to such Interest Determination Date, the auction average rate (expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise reported by the United
States Department of the Treasury. In the event that the results of such
auction of Treasury bills are not published or reported as provided above by
3:00 P.M., New York City time, on such Interest Calculation Date or if no such
auction is held in a particular week, then the interest rate per annum shall be
calculated by the Calculation Agent
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<PAGE>
and shall be the yield to maturity (expressed as a bond equivalent on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
specified Index Maturity; PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as described in this
sentence, the Treasury Rate hereon with respect to such Interest Determination
Date will remain the Treasury Rate in effect hereon on such Interest
Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR COMMERCIAL PAPER RATE
NOTES. If the Interest Rate Basis specified above is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified above shall equal (a) the Money Market Yield (as defined herein)
of the rate on such Interest Determination Date for commercial paper having the
Index Maturity specified above, (i) as such rate is published in Release
H.15(519), under the heading "Commercial Paper", or (ii) if such rate is not
published on or prior to 3:00 P.M., New York City time, on the Interest
Calculation Date, as specified above, pertaining to such Interest Determination
Date, as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities", or any successor publication of the Federal Reserve Bank of New
York ("Composite Quotations"), under the heading "Commercial Paper", or (b) if
by 3:00 P.M., New York City time, on such Interest Calculation Date, such rate
is not published in either of such publications, the Money Market Yield of the
arithmetic mean of the offered rates
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<PAGE>
as of 11:00 A.M., New York City time, on such Interest Determination Date, of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper having the specified Index Maturity
placed for industrial issuers whose bond rating is "AA", or the equivalent, from
a nationally recognized securities rating agency; PROVIDED, HOWEVER, that if
fewer than three such dealers are quoting as described above, the Commercial
Paper Rate hereon with respect to such Interest Determination Date will remain
the Commercial Paper Rate in effect hereon on such Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
360 x D
Money Market Yield = 100 x ____________________
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as decimal; and "M" refers to the actual number of
days in the interest period for which interest is being calculated.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CD RATE NOTES. If the
Interest Rate Basis specified above is CD Rate, the interest rate per annum
determined with respect to any Interest Determination Date specified above shall
equal the rate for the relevant CD Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
Release H.15(519) under the heading "CDs (Secondary Market)". In the event that
such rate is not published prior to 3:00 P.M., New York City time, on the
relevant Interest Calculation Date, then the CD Rate shall be the rate on such
CD Rate Interest Determination Date for negotiable certificates of deposit
having the specified Index Maturity as published in
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<PAGE>
Composite Quotations under the heading "Certificates of Deposit". If by 3:00
P.M., New York City time, on such Interest Calculation Date such rate is not
published in Composite Quotations, the CD Rate for such Interest Determination
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the secondary market offered rates, as of 10:00 A.M., New York City
time, on such CD Rate Interest Determination Date, of three leading nonbank
dealers of negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certificates of deposit of
major United States money market banks with a remaining maturity closest to the
specified Index Maturity in a denomination of $5,000,000; PROVIDED, HOWEVER,
that, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the CD Rate hereon with respect to
such Interest Determination Date will remain the CD Rate in effect hereon such
Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CMT RATE NOTES. If the
Interest Rate Basis specified above is CMT Rate, the interest rate per annum
determined with respect to any Interest Determination Date specified above shall
equal the rate displayed on the Designated CMT Telerate Page (as defined below)
under the caption " . . . Treasury Constant Maturities . . . Federal Reserve
Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the Designated
CMT Telerate Page is 7055, the rate on such Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which such Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City
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time, on the Interest Calculation Date, then the CMT Rate for such Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant Release H.15(519).
If such rate is no longer published, or if not published by 3:00 p.m., New York
City time, on the related Interest Calculation Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for such Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant Release H.15(519). If such information is not provided by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time, on
the Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT
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Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for the Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100 million. If three or four (and
not five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying treasury
constant maturities as reported in Release H.15(519)), for the purpose of
displaying treasury constant maturities as reported in Release H.15(519). If no
such page is specified in the
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<PAGE>
applicable Pricing Supplement, the Designated CMT Telerate Page shall be 7052,
for the most recent week. "Designated CMT Maturity Index" means the original
period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20
or 30 years) specified on the face hereof with respect to which the CMT Rate
will be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
DETERMINATION OF INTEREST RATE PER ANNUM FOR FEDERAL FUNDS RATE NOTES.
If the Interest Rate Basis specified above is Federal Funds Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified above shall equal the rate on the relevant Federal Funds Interest
Determination Date for Federal Funds as published in Release H.15(519) under the
heading "Federal Funds (Effective)". In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the relevant Interest
Calculation Date, then the Federal Funds Rate will be the rate on such Federal
Funds Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If by 3:00 P.M., New York City time, on
such Interest Calculation Date such rate is not published in Composite
Quotations, the Federal Funds Rate with respect to such Interest Determination
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the rates, as of 9:00 A.M., New York City time, on such Federal Funds
Interest Determination Date, for the last transaction in overnight Federal Funds
arranged by three leading dealers of Federal Funds transactions in The City of
New York selected by the Calculation Agent; PROVIDED, HOWEVER, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Federal Funds Rate hereon
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<PAGE>
with respect to such Interest Determination Date will remain the Federal Funds
Rate in effect hereon on such Federal Funds Interest Determination Date.
All percentages resulting from any calculation referred to herein will
be rounded, if necessary, to the nearest one hundred-thousandth of one
percentage point, with five one-millionths of one percentage point rounded
upward (e.g., 9.876545% (or. 09876545) being rounded to 9.87655% (or .0987655)
and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)); and all
currency or currency unit amounts used in or resulting from such calculations on
this Note will be rounded to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).
Notwithstanding the foregoing, the interest rate per annum hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified above. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Interest Calculation Date.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.
At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
different, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.
Interest payments hereon will include interest accrued to but
excluding the applicable Interest Payment Date; PROVIDED, HOWEVER, that if the
rate at which interest on this
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<PAGE>
Note is payable shall be adjusted daily or weekly as specified above under
"Interest Rate Reset Period" and as determined in accordance with the provisions
hereof, interest payable on any Interest Payment Date, other than interest
payable on any date on which principal hereof is payable, will include interest
accrued to and including the Record Date next preceding such Interest Payment
Date. Accrued interest hereon from the Original Issue Date or from the last
date to which interest hereon has been paid or duly provided for, as the case
may be, shall be an amount calculated by multiplying the principal amount hereof
by an accrued interest factor. Such accrued interest factor shall be computed
by adding the interest factors calculated for each day from the Original Issue
Date or from the last date to which interest shall have been paid or duly
provided for, as the case may be, up to but not including the date for which
accrued interest is being calculated. The interest factor for each such day
shall be computed by dividing the interest rate per annum applicable to such day
by 360 if the Interest Rate Basis specified above is Prime Rate, LIBOR,
Commercial Paper Rate, CD Rate, CMT Rate or Federal Funds Rate or by the actual
number of days in the year if the Interest Rate Basis specified above is
Treasury Rate.
If this Note is denominated in a Specified Currency other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Market Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment
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<PAGE>
date, in the aggregate amount of the Specified Currency payable to all holders
of Notes receiving U.S. dollar payments on such payment date and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available, payments will be made in the Specified Currency. All
currency exchange costs associated with any payments in U.S. dollars will be
borne by the holder of the Note by deductions from such payments.
If the principal of, premium, if any, or interest on this Note is
payable in a Specified Currency other than U.S. dollars and, due to the
imposition of exchange controls or other circumstances beyond the control of the
Company, the Specified Currency is not available at the time of any scheduled
payment of principal, premium or interest to be made in the Specified Currency,
then the Company shall be entitled to satisfy its obligations hereunder by
making such payment in U.S. dollars. Any such payment shall be made on the
basis of the Market Exchange Rate on the second Market Day prior to such
payment, or if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate or as otherwise indicated above
under "Other Terms". The Market Exchange Rate for any Specified Currency means
the noon buying rate in The City of New York for cable transfer for such
Specified Currency as certified for customs purposes by (or if not so certified,
as otherwise determined by) the Federal Reserve Bank of New York. Any payment
under such circumstances in U.S. dollars where required payment is in a
Specified Currency will not constitute an Event of Default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such
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<PAGE>
declaration shall become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the holders of two-thirds in principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting (i) the holders of two-thirds in principal
amount of the Debt Securities of each series at the time Outstanding, on behalf
of the holders of all Debt Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and (ii) the holders of a
majority in principal amount of the Debt Securities of each series at the time
Outstanding, on behalf of the holders of all Debt Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
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<PAGE>
If so provided above under the heading "Redeemable on or after (at
option of Company)", this Note may be redeemed by the Company on and after the
date so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The
Redemption Percentage shall initially equal the Initial Redemption Percentage
specified above, and shall decline at each anniversary of the initial date that
this Note is redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is equal to 100%.
If so provided above, this Note will be repayable in whole or in part
in increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of
an amount equal to the integral multiples referred to under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination) provided that the remaining principal
amount of any Note surrendered for partial repayment shall be at least $1,000
or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to above, on any "Optional Repayment Date" (as stated
above), at the option of the holder, at the repayment amount specified above,
plus accrued interest, if any, to the repayment date. In order for the exercise
of the option to be effective and the Notes to be repaid, the Company must
receive at the applicable address of the Paying Agent set forth below or at such
other place or places of which the Company shall from time to time notify the
holder of the within Note, on or before the thirtieth, but not earlier than the
forty-fifth day, or, if such day is not a Market Day, the next succeeding Market
Day, prior to the repayment date, either (i)
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<PAGE>
this Note, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of this Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the Company will
receive this Note, with the form below entitled "Option to Elect Repayment" duly
completed, not later than five Market Days after the date of such telegram,
telex, facsimile transmission or letter (and this Note and form duly completed
are received by the Company by such fifth Market Day). Any such election shall
be irrevocable. The address to which such deliveries are to be made is Sixth
and Marquette, Minneapolis, Minnesota 55479 (or, at such other place as the
Company shall notify the holders of the Notes). All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final
and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above. Upon
due presentment for registration of transfer of this Note at the corporate trust
office of the Trustee in The City of New York or at the corporate trust office
of the Paying Agent in the City of Minneapolis, Minnesota, a new Note or Notes
in authorized denominations in the Specified Currency for an equal aggregate
principal amount and like interest rate and Stated Maturity will be issued to
the transferee in
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<PAGE>
exchange therefor, subject to the limitations provided in the Indenture and to
the limitations described below with respect to Global Notes, if applicable,
without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a Global Note (as specified above), this Note is
exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form and so notifies the Trustee or (z) an Event of Default with
respect to the Notes represented hereby has occurred and is continuing. If this
Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for definitive Notes in registered form, bearing interest (if any)
at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency, Stated Maturity and
other terms and of differing denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and the Paying Agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the Security Register of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of
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<PAGE>
or on account hereof and for all other purposes, and none of the Company, the
Trustee or the Paying Agent shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Note.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or
future stockholder, officer or director, as such, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and released by the
acceptance hereof and as a condition of and as part of the consideration for the
issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
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-----------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at _____________________ (please
print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the thirtieth, but not earlier than the forty-fifth, day, or, if
such day is not a Market Day, the next succeeding Market Day, prior to the
repayment date, (i) this Note, with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a statement that the option to elect repayment is
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<PAGE>
being irrevocably exercised thereby, and (d) a guarantee stating that the Note
to be repaid with the form entitled "Option to Elect Repayment" on the addendum
to the Note duly completed will be received by the Company not later than five
Market Days after the date of such telegram, telex, facsimile transmission or
letter (and such Note and form duly completed are received by the Company by
such fifth Market Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the holder elects to have repaid:
___________________; and specify the denomination or denominations (which shall
be $1,000 or an integral multiple thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of the Note or
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): ________________________
Date___________________
-------------------------------------------------
-------------------------------------------------
Notice: The signature to this Option to Elect Repayment
must correspond with the name as written upon page 3 of the
Note in every particular without alteration or enlargement
or any other change whatsoever.
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<PAGE>
------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ____ CUSTODIAN ____
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
_______________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of NORWEST CORPORATION and does hereby irrevocably constitute
and appoint _________________________________ attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.
Dated: _____________________________ ___________________________________
___________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
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<PAGE>
EXHIBIT 4(d)
$1,000,000,000
NORWEST CORPORATION
MEDIUM-TERM NOTES, SERIES E
CALCULATION AGENT AGREEMENT
THIS AGREEMENT is made as of November 15, 1994 between Norwest
Corporation (hereinafter called the "Issuer"), whose principal office is at
Sixth and Marquette, Minneapolis, Minnesota 55479, and Norwest Bank Minnesota,
N.A., (hereinafter sometimes called the "Calculation Agent" which term shall,
unless the context shall otherwise require, include its successors and
assignees), whose principal office is at Sixth and Marquette, Minneapolis,
Minnesota 55479.
WHEREAS:
(A) The Issuer proposes to issue from time to time up to $1,000,000,000
aggregate initial offering price of Medium-Term Notes, Series E (the
"Notes") entitled to the benefits of the Indenture dated as of December 15,
1993 (the "Indenture") between the Issuer and The First National Bank of
Chicago, as Trustee (the "Trustee").
(B) The Notes will be offered in registered form only in an aggregate initial
offering price of up to $1,000,000,000, subject to reduction by the sale of
other Securities (as defined in the Indenture) but subject to increase by
appropriate corporate action of the Issuer.
(C) The terms of the Notes will be as set forth in Annex A to this Agreement
("Annex A").
NOW IT IS HEREBY AGREED THAT:
1. Terms defined in the Indenture and the Description of Notes shall bear the
same meanings herein unless the context otherwise requires. The
"Description of Notes" means the terms and conditions of the Notes as set
forth in Annex A, and as supplemented or amended in one or more Pricing
Supplements (each a "Supplement").
2. The Issuer hereby appoints Norwest Bank Minnesota, N.A., as Calculation
Agent for the Notes, upon the terms and subject to the conditions herein
mentioned, and Norwest Bank Minnesota, N.A., hereby accepts such
appointment. The Calculation Agent shall act as an independent expert for
the purpose of determining the interest rate of, and the amount of interest
on, the Floating Rate Notes.
3. In no event shall the interest rate be less than the Minimum Rate, if any,
or more than the Maximum Rate, if any, designated in the applicable
Supplement or more than the
<PAGE>
maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
4. The Calculation Agent shall calculate the amount of interest payable on
each Floating Rate Note in the manner and at the times set forth in
Annex A, as applicable to such Note.
5. As soon as practicable after each Interest Determination Date, the
Calculation Agent will cause to be forwarded to the Issuer, the Trustee and
the Paying Agent information regarding the interest rates, the interest
periods, the amount of interest for each interest period and the relevant
Interest Payment Date. The Calculation Agent will, upon the request of any
holder of any Floating Rate Note, provide the interest rate then in effect
and, if determined, the interest rate which will become effective on the
next Interest Reset Date with respect to such Note.
6. The Issuer will pay the expenses properly incurred by the Calculation Agent
in connection with its duties hereunder upon receipt of such invoices as
the Issuer shall reasonably require.
7. The Issuer will indemnify the Calculation Agent against any losses,
liabilities, costs, claims, actions or demands which it may incur or
sustain or which may be made against it in connection with its appointment
or the exercise of its powers and duties hereunder as well as the
reasonable costs, including the expenses and fees of counsel in defending
any claim, action or demand except such as may result from the negligence,
willful default or bad faith of the Calculation Agent or any of its
employees. The Calculation Agent shall incur no liability and shall be
indemnified and held harmless by the Issuer for, or in respect of, any
actions taken or suffered to be taken in good faith by the Calculation
Agent in reliance upon (i) the written opinion or advice of counsel or (ii)
written instructions from the Issuer.
8. The Calculation Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the
Issuer agrees:
(i) in acting under this Agreement and in connection with the Floating
Rate Notes, the Calculation Agent does not assume any obligation
towards, or any relationship of agency or trust for or with, any of
the holders of the Floating Rate Notes;
(ii) unless herein otherwise specifically provided, any order, certificate,
notice, request or communication from the Issuer made or given under
any provision of this Agreement shall be sufficient if signed by any
person whom the Calculation Agent reasonably believes to be a duly
authorized officer of the Issuer; and
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(iii) the Calculation Agent shall be obligated to perform only such duties
as are set forth specifically herein and any duties necessarily
incidental thereto.
9. (a) Subject as provided below, the Calculation Agent may at any time
resign as the Calculation Agent by giving written notice to the Issuer
and the Trustee of such intention on its part, specifying the date on
which its desired resignation shall become effective, provided that
such notice shall be given not less than three months prior to the
said effective date unless the Issuer and the Trustee otherwise agree
in writing. Except as provided below, the Calculation Agent may be
removed by the filing with it of an instrument in writing signed by
the Issuer specifying such removal and the date when it shall become
effective (such effective date being at least twenty days after the
said filing and not less than forty-five days before the next Interest
Payment Date).
Such resignation or removal shall take effect upon
(i) the appointment by the Issuer as hereinafter provided of a
successor Calculation Agent approved by the Trustee,
(ii) the acceptance of such appointment by such successor Calculation
Agent, and
(iii) the giving of notice of such appointment to the holders of the
Floating Rate Notes, provided that if the Calculation Agent fails
duly to establish the amount of interest for any interest period,
such removal will take effect immediately upon such appointment
of, and acceptance thereof by, a successor Calculation Agent
approved by the Trustee, in which event notice of such
appointment shall be given to the holders of the Floating Rate
Notes as soon as practicable thereafter. Upon its resignation or
removal becoming effective, the retiring Calculation Agent shall
be entitled to the reimbursement of all expenses incurred by such
retiring Calculation Agent pursuant to the last sentence of
paragraph 6 hereof.
(b) If at any time the Calculation Agent shall resign or be removed, or
shall become incapable of acting or shall be adjudged bankrupt or
insolvent, or liquidated or dissolved, or an order is made or an
effective resolution is passed to wind up the Calculation Agent, or if
the Calculation Agent shall file a voluntary petition in bankruptcy or
make an assignment for the benefit of its creditors, or shall consent
to the appointment of a receiver, administrator or other similar
official of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they
mature, or if a receiver, administrator or other similar official of
the Calculation Agent or of all or any substantial part of its
property shall be appointed, or if any order of any court shall be
entered approving any
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petition filed by or against the Calculation Agent under the
provisions of any applicable bankruptcy or insolvency law, or if any
public officer shall take charge or control of the Calculation Agent
or its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then a successor Calculation Agent,
approved by the Trustee, shall be appointed by the Issuer by an
instrument in writing filed with the successor Calculation Agent. Upon
the appointment as aforesaid of a successor Calculation Agent and
acceptance by the latter such appointment and (except in cases of
removal for failure to establish the amount of interest) the giving of
notice to holders of the Floating Rate Notes, the former Calculation
Agent shall cease to be Calculation Agent hereunder.
(c) Any successor Calculation Agent appointed hereunder shall execute and
deliver to its predecessor and the Issuer an instrument, in the form
approved by the Trustee, accepting such appointment hereunder, and
thereupon such successor Calculation Agent, without any further act,
deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as the Calculation
Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obliged to transfer
and deliver, and such successor Calculation Agent shall be entitled to
receive, copies of any relevant records maintained by such predecessor
Calculation Agent.
(d) Any corporation into which the Calculation Agent may be merged or
converted or any corporation with which the Calculation Agent may be
consolidated or any corporation resulting from any merger, conversion
or consolidation to which the Calculation Agent shall be a party
shall, to the extent permitted by applicable law and provided that it
shall be acceptable to the Trustee, be the successor Calculation Agent
under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto. Notice of
any such merger, conversion or consolidation shall forthwith be given
to the Issuer and the Trustee.
10. Any notice required to be given hereunder shall be delivered in person,
sent by letter or telex or communicated by telephone (subject, in the case
of communication by telephone, to confirmation dispatched within two
business days by letter or telex), in the case of the Issuer, to it at
Sixth and Marquette, Minneapolis, Minnesota 55479, Attention: Corporate
Secretary; in the case of the Calculation Agent to it at Sixth and
Marquette, Minneapolis, Minnesota 55479, Attention: Barbara S. Engstrom;
and in the case of the Trustee to it at One First National Plaza,
Suite 0126, Chicago, Illinois 60670, Attention: Corporate Trust Services
Division or, in any case, to any other address of which the party receiving
notice shall have notified the party giving such notice in writing.
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11. This Agreement may be amended only by a writing duly executed and delivered
by each of the parties signing below.
12. The provisions of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
NORWEST CORPORATION
By:
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Its: Senior Vice President and Treasurer
NORWEST BANK MINNESOTA, N.A.
By:
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Its:
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