<PAGE>
Registration No. 33-61045
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
/X/ Check if an application to determine eligibility of a Trustee pursuant to
Section 305(b)(2)
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
399 Park Avenue, New York, New York 13-5266470
(Address of principal executive offices) (I.R.S. employer identification no.)
10043
(Zip Code)
_______________________
NORWEST CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
(Address of principal executive offices) (Zip Code)
Subordinated Debt Securities
(Title of the indenture securities)
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1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
NAME ADDRESS
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
16. LIST OF EXHIBITS
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983).
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519).
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988).
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement
No. 33-19227).
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as
of June 30, 1995 - attached).
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Citibank, N.A., a national banking association organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 15th day
of September, 1995.
CITIBANK, N.A.
By /S/FLORENCE MILLS
Florence Mills
Senior Trust Officer
M1:0052852.01
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Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N.A.
OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS
ON JUNE 30, 1995, PUBLISHED IN RESPONSE TO CALL MADE BY
COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE,
SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY
NORTHEASTERN DISTRICT.
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<CAPTION>
ASSETS
THOUSANDS
OF DOLLARS
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances
and currency and coin $ 7,397,000
Interest-bearing balances 9,242,000
Securities:
Held-to-maturity securities 4,013,000
Available-for-sale securities 12,199,000
Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds sold 3,468,000
Securities purchased under agreements
to resell 519,000
Loans and leases financing receivables:
Loans and leases, net of unearned
income $136,294,000
LESS: Allowance for
loan and lease losses 4,401,000
-------------
Loans and leases, net of unearned
income, allowance, and reserve 131,893,000
Trading assets 33,328,000
Premises and fixed assets (including
capitalized leases 3,463,000
Other real estate owned 1,299,000
Investments in unconsolidated subsidiaries
and associated companies 1,039,000
Customers' liability to this bank on
acceptances outstanding 1,048,000
Intangible assets 14,000
Other assets 7,825,000
--------------
TOTAL ASSETS $217,107,000
--------------
--------------
LIABILITIES
Deposits:
In domestic offices $ 33,302,000
Noninterest-bearing $ 11,799,000
Interest-bearing 21,503,000
------------
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 116,776,000
Noninterest-bearing $ 8,429,000
Interest-bearing $108,347,000
------------
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased 1,756,000
Securities sold under agreements
to repurchase 675,000
Trading liabilities 22,079,000
Other borrowed money:
With original maturity of one year
or less 8,224,000
With original maturity of more than
one year 4,321,000
Mortgage indebtedness and obligations
under capitalized leases 107,000
Bank's liability on acceptances
executed and outstanding 1,418,000
Subordinated notes and debentures 5,700,000
Other liabilities 7,752,000
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TOTAL LIABILITIES $202,110,000
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EQUITY CAPITAL
Common Stock $ 751,000
Surplus 6,686,000
Undivided profits and capital
reserves 7,855,000
Net unrealized holding gains (losses)
on available-for-sale securities 246,000
Cumulative foreign currency
translation adjustments (541,000)
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TOTAL EQUITY CAPITAL $ 14,997,000
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TOTAL LIABILITIES, LIMITED-LIFE
PREFERRED STOCK, AND
EQUITY CAPITAL $217,107,000
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