As filed with the Securities and Exchange Commission on December
14, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code
Number)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
INVEST NORWEST PROGRAM
(Full title of the plan)
________________
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum
to Be to Be Offering Price
Registered Registered Per Share
Common Stock 1,200,000 N/A
(par value $1-2/3 shares
per share) (1)
Proposed
Maximum Amount of
Aggregate Registration
Offering Price Fee
$40,800,000 (2) $14,068
(1) Each share of the registrant's common stock includes one preferred
stock purchase right.
(2) Estimated solely for purposes of computing the registration fee, in
accordance with Rule 457(h), based on the average of the high and low
prices of the Corporation's Common Stock reported on the New York
Stock Exchange composite tape on December 7, 1995.
______________________________________________________
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995 and September 30, 1995;
(c) Current Reports on Form 8-K dated January 9, 1995, January
27, 1995, February 17, 1995, April 21, 1995, July 3, 1995, September
13, 1995, October 4, 1995 and
November 1, 1995; and
(d) The descriptions of Norwest Corporation common stock, par
value $1-2/3 per share, and Series A Junior Participating Preferred
Stock Purchase Rights contained in registration statements filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any amendment or report filed for
the
purpose of updating such descriptions.
All reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c) of the Exchange Act and any definitive proxy or
information statements filed pursuant to Section 14 of the Exchange
Act in connection with any subsequent stockholders' meeting and any
reports filed pursuant to Section 15(d) of the Exchange Act prior to the
filing of a posteffective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-1
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock to which this
Registration Statement relates has been passed upon by Stanley S.
Stroup, Executive Vice President and General Counsel of the
Registrant. At September 30, 1995, Mr. Stroup was the beneficial
owner of 108,053 shares and held options to acquire 247,410
additional shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation
under certain circumstances against expenses, judgments, and the like
in connection with an action, suit, or proceeding. Article Fourteenth of
the Certificate of Incorporation of the Registrant provides for broad
indemnification of directors and officers of the Registrant. The
Registrant also maintains insurance coverage relating to certain
liabilities of directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 -- Restated Certificate of Incorporation of Norwest Corporation,
as amended (incorporated by reference to Exhibit 3(b) to the
Registrant's Current Report on Form 8-K dated June 28, 1993
(File No. 1-2979) and Exhibit 3 to Registrant's Current Report
on Form 8-K dated July 3, 1995 (File No. 1-2979)).
4.2 -- By-Laws of Norwest Corporation, as amended (incorporated by
reference to Exhibit 4(c) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March
31, 1991 (File No. 1-2979)).
4.3 -- Rights Agreement, dated as of November 22, 1988, between
Norwest Corporation and Citibank, N.A., including as Exhibit
A the form of Certificate of Designation of Powers,
Preferences and Rights setting forth the terms of the
Series A Junior Participating Preferred Stock, without par
value (incorporated by reference to Exhibit 1 to the
Registrant's Form 8-A dated December 6, 1988); Certificate
of Adjustment dated July 21, 1989 (incorporated by reference
to Exhibit 3 to Form 8 dated July 21, 1989); and Certificate
of Adjustment dated June 28, 1993 (incorporated by reference
to Exhibit 4 to Form 8-A/A dated June 29, 1993).
5 -- Opinion of General Counsel of Norwest Corporation.
23.1 -- Consent of General Counsel of Norwest Corporation (included
as part of Exhibit 5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
99 -- Invest Norwest Program, as amended (incorporated by
reference to Exhibit 99 to the Registrant's Registration Statement
No. 33-50311).
II-2
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are being
made, a posteffective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent posteffective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a posteffective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for
II-3
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 14th day of December 1995.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
Richard M. Kovacevich
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 14th day of December
1995, by the following persons in the capacities indicated.
/s/ Richard M. Kovacevich President and Chief Executive Officer
Richard M. Kovacevich (Principal Executive Officer)
/s/ John T. Thornton Executive Vice President and Chief
John T. Thornton Financial Officer
(Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
Michael A. Graf (Principal Accounting Officer)
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
* Richard M. Kovacevich, by signing his name hereto, does hereby sign
this document on his own behalf and on behalf of each of the other
directors named above pursuant to powers of attorney duly executed by
such other persons.
/s/ Richard M. Kovacevich
Richard M. Kovacevich
Attorney-in-Fact
II-5
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on the 14th day of December
1995.
NORWEST CORPORATION,
as Administrator
By: /s/ Stephen W. Hansen
Stephen W. Hansen
Senior Vice President (Human Resources)
II-6
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
4.1 Restated Certificate of Incorporation of
Norwest Corporation, as amended (incorporated
by reference to Exhibit 3(b) to the Registrant's
Current Report on Form 8-K dated June 28, 1993
(File No. 1-2979) and Exhibit 3 to Registrant's
Current Report on Form 8-K dated July 3, 1995
(File No. 1-2979)).
4.2 By-Laws of Norwest Corporation, as amended
(incorporated by reference to Exhibit 4(c) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991 (File No. 1-2979)).
4.3 Rights Agreement, dated as of November 22, 1988,
between Norwest Corporation and Citibank, N.A.,
including as Exhibit A the form of Certificate of
Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior
Participating Preferred Stock, without par value
(incorporated by reference to Exhibit 1 to the
Registrant's Form 8-A dated December 6, 1988);
Certificate of Adjustment dated July 21, 1989
(incorporated by reference to Exhibit 3 to Form 8
dated July 21, 1989); and Certificate of Adjustment
dated June 28, 1993 (incorporated by reference to
Exhibit 4 to Form 8-A/A dated June 29, 1993).
5 Opinion of General Counsel of Norwest Corporation.
23.1 Consent of General Counsel of Norwest Corporation
(included as part of Exhibit 5 filed herewith).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
99 Invest Norwest Program, as amended (incorporated by
reference to Exhibit 99 to the Registrant's
Registration Statement No. 33-50311).
EXHIBIT 5
[LETTERHEAD OF STANLEY S. STROUP]
December 14, 1995
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 1,200,000 shares of common stock,
par value $1-2/3 per share (the "Shares"), of Norwest Corporation
(the "Corporation") to be issued pursuant to the Invest Norwest
Program (the "Program"), I have examined such corporate records
and other documents, including the registration statement on Form
S-8 to be filed with the Securities and Exchange Commission
relating to the Shares (the "Registration Statement"), and have
reviewed such matters of law as I have deemed necessary for this
opinion. I advise you that in my opinion:
1. The Corporation is a corporation duly organized and existing
under the laws of the State of Delaware.
2. The Corporation has taken all necessary corporate action to
adopt the Program, and the Program is a validly existing employee
benefit plan of the Corporation.
3. The Shares will, when issued in accordance with the terms of the
Program, be legally and validly issued and fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stanley S. Stroup
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
The Board of Directors
Norwest Corporation
We consent to the use of our report dated January 18, 1995
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
December 13, 1995
Minneapolis, Minnesota
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ David A. Christensen
David A. Christensen
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Gerald J. Ford
Gerald J. Ford
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Pierson M. Grieve
Pierson M. Grieve
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Charles M. Harper
Charles M. Harper
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ William A. Hodder
William A. Hodder
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Lloyd P. Johnson
Lloyd P. Johnson
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Reatha Clark King
Reatha Clark King
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard M. Kovacevich
Richard M. Kovacevich
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard S. Levitt
Richard S. Levitt
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard D. McCormick
Richard D. McCormick
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Cynthia H. Milligan
Cynthia H. Milligan
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Ian M. Rolland
Ian M. Rolland
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Stephen E. Watson
Stephen E. Watson
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 1,200,000 shares of Common Stock of the
Corporation which may be issued pursuant to the INVEST
NORWEST program, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Michael W. Wright
Michael W. Wright
