<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 1, 1995 Commission File Number 1-2979
NORWEST CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0449260
- ------------------------------- -------------------
(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
- ---------------------------- ----------- ----------------------
(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:
3(a) Certificate Eliminating the Certificate of Designations with
Respect to the Cumulative Convertible Preferred Stock,
Series B.
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 1, 1995 By /s/ Charles D. White
-------------------------------------
Charles D. White, Senior Vice President
and Treasurer
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<PAGE>
NORWEST CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Form of
Exhibit No. Exhibit Filing
- ----------- ------- --------
<S> <C> <C>
3(a) Certificate Eliminating the Certificate of Designations
with Respect to the Cumulative Convertible Preferred Stock,
Series B . . . . . . . . . . . . . . . . . . . . . . . Electronic
Transmission
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
</TABLE>
<PAGE>
EXHIBIT 3(a)
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
OF
NORWEST CORPORATION
____________________________________
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
____________________________________
The undersigned DOES HEREBY CERTIFY that the following resolutions were
duly adopted by the Board of Directors of Norwest Corporation, a Delaware
corporation, at a meeting duly convened and held on September 26, 1995, at which
a quorum was present and acting throughout:
WHEREAS resolutions were adopted by the Stock Committee of the Board
of Directors pursuant to authority expressly granted by the Board of
Directors, which resolutions are set forth in a Certificate of Designations
filed with the Secretary of State of the State of Delaware on August 12,
1991, providing for and authorizing the issuance of 1,150,000 shares of
Cumulative Convertible Preferred Stock, Series B ("Series B Preferred
Stock"); and
WHEREAS by resolutions adopted by the Board of Directors of the
Corporation on July 25, 1995, the Board of Directors authorized the
redemption of all the outstanding shares of Series B Preferred Stock; and
WHEREAS all the outstanding shares of Series B Preferred Stock were
redeemed on September 1, 1995;
RESOLVED that none of the authorized shares of Series B Preferred
Stock are outstanding and none will be issued subject to the Certificate of
Designations previously filed on August 12, 1991 with the Secretary of
State of the State of Delaware with respect to such series.
RESOLVED that the Chairman, the President, any Vice President, the
Secretary and any Assistant Secretary are hereby authorized to execute,
acknowledge, and file such instruments and documents as they, or any of
them, may deem necessary or advisable to eliminate from the Restated
Certificate of
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Incorporation of the Corporation all matters set forth in said Certificate
of Designations with respect to the Series B Preferred Stock.
IN WITNESS WHEREOF, NORWEST CORPORATION has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by Stanley S. Stroup, its
Executive Vice President, and attested by Laurel A. Holschuh, its Secretary,
this 4th day of October, 1995.
(Corporate Seal) NORWEST CORPORATION
By /s/ Stanley S. Stroup
---------------------------
Executive Vice President
ATTEST:
/s/ Laurel A. Holschuh
- ---------------------------
Secretary
[Filed in the Office of the Delaware Secretary of State on October 5, 1995]
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EXHIBIT 4(a)
[Series H Notes]
NORWEST CORPORATION
MEDIUM-TERM NOTES DUE
9 MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
November 1, 1995
Merrill Lynch & Co. Lehman Brothers, Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & 3 World Financial Center, 12th Floor
Smith Incorporated New York, New York 10285
World Financial Center
North Tower, 10th Floor
New York, New York 10281
CS First Boston Corporation Morgan Stanley & Co. Incorporated
55 East 52nd Street 1221 Avenue of the Americas
New York, New York 10055 New York, New York 10020
Donaldson, Lufkin & Jenrette Salomon Brothers Inc
Securities Corporation Seven World Trade Center
140 Broadway New York, New York 10048
New York, New York 10005-1285
Goldman, Sachs & Co. Smith Barney Inc.
85 Broad Street 390 Greenwich Street
New York, New York 10004 New York, New York 10013
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, Sachs & Co., Lehman Brothers, Lehman Brothers
Inc., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and Smith Barney
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 September 1, 1993, as amended from time to time, between the Company
and Citibank, N.A., 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
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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. 033-61045) 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 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
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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 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.
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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.
(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
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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.
(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
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<PAGE>
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 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
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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.
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
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<PAGE>
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.
(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.
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(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 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 Colorado, Inc. ("Norwest
Colorado") and Norwest Financial Services, Inc. ("Norwest
Financial" and together with Norwest Bank Minnesota, Norwest
Bank Iowa 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 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.
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(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 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
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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 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.
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(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 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.
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(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 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.
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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).
(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.
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(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 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
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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.
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) or the Prospectus (or
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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;
(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;
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(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.
(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
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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.
-21-
<PAGE>
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 & Short and Medium-Term Finance
Smith Incorporated Park Avenue Plaza
World Financial Center New York, New York 10055
North Tower, 10th Floor Attention: Robert W. Mitchell
New York, New York 10281
Attention: MTN Product Management
Goldman, Sachs & Co. Donaldson, Lufkin & Jenrette
85 Broad Street Securities Corporation
New York, New York 10004 140 Broadway
Attention: Medium-Term Note Desk New York, New York 10005
Lehman Brothers, Lehman Brothers Inc. Salomon Brothers Inc
3 World Financial Center, 12th Floor Seven World Trade Center
New York, New York 10285 New York, New York 10048
Attention: Roger Blissett Attention: Medium-Term Note
Department
Morgan Stanley & Co. Incorporated Smith Barney Inc.
1221 Avenue of the Americas 390 Greenwich Street, 4th Floor
New York, New York 10020 New York, York 10013
Attention: Managing Director, Attention: Ted Hamilton
Debt Syndicate
-22-
<PAGE>
with a copy to:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Attention: Manager, Credit Department
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.
-23-
<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:
-24-
<PAGE>
____________________________________________
(Goldman, Sachs & Co.)
Lehman Brothers, Lehman Brothers Inc.
By:_________________________________________
Name:
Title:
Morgan Stanley & Co. Incorporated
By:_________________________________________
Name:
Title:
Salomon Brothers Inc
By:_________________________________________
Name:
Title:
Smith Barney Inc.
By:_________________________________________
Name:
Title:
-25-
<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)
<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>
EXHIBIT 4(b)
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
NORWEST CORPORATION
MEDIUM-TERM FIXED RATE NOTE, SERIES H
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.]
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DATE: ISSUE PRICE: % INTEREST RATE PER ANNUM:
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
MATURITY DATE: INTEREST PAYMENT DATES: REDEEMABLE ON OR AFTER
(AT OPTION OF THE COMPANY):
INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION OPTIONAL REPAYMENT DATES:
PERCENTAGE REDUCTION:
SPECIFIED CURRENCY (if other EXCHANGE RATE AGENT (Only AUTHORIZED DENOMINATIONS
than U.S. dollars): applicable if Specified (Only applicable if
Currency is other than Specified Currency is
U.S. dollars): other than U.S. dollars):
DEPOSITARY (Only applicable OTHER TERMS:
if this Note is a Global Note):
</TABLE>
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 Note will be paid,
without presentation of this Note, on each Amortizing Payment Date specified
above, to the
-2-
<PAGE>
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 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
-3-
<PAGE>
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.
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
-4-
<PAGE>
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.
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
-5-
<PAGE>
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 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,
-7-
<PAGE>
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 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).
-7-
<PAGE>
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 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).
-8-
<PAGE>
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 __________________,_____________
CITIBANK, N.A.,
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 FIXED RATE NOTE, SERIES H
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 September 1,
1993 (the "Indenture"), with Citibank, N.A., 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
in foreign currencies or foreign currency units, designated as the
Medium-Term Notes, Series H (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 issued at an original issue
discount, be extendable and be denominated in different currencies.
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
-11-
<PAGE>
quotation in The City of New York received by the Exchange Rate Agent
specified above 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 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
-12-
<PAGE>
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 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
-13-
<PAGE>
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" specified
above, at the 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 calendar day, or, if such day is not a
Market Day, the
-14-
<PAGE>
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.
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, 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
exchange therefor, subject to the limitations provided in the Indenture and
to the
-15-
<PAGE>
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 or on account
hereof and for all other purposes, and none of the Company, the Trustee or
Paying Agent shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered
-16-
<PAGE>
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.
-17-
<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 the form entitled
"Option to Elect Repayment" on the addendum to the Note duly completed will
be received by the Company
-18-
<PAGE>
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.
-19-
<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.
-20-
<PAGE>
EXHIBIT 4(c)
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
NORWEST CORPORATION
MEDIUM-TERM FLOATING RATE NOTE, SERIES H
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.]
<PAGE>
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: ISSUE PRICE:
MATURITY DATE: INTEREST RATE BASIS INTEREST PAYMENT
(and, if applicable, PERIOD:
related Interest Periods):
INTEREST PAYMENT DATES: INTEREST DETERMINATION DATES: MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE: INTEREST CALCULATION DATES: INTEREST RATE
RESET PERIOD:
INTEREST RESET DATES: INITIAL INTEREST RESET SPREAD MULTIPLIER:
DATE:
SPREAD: + SPECIFIED CURRENCY EXCHANGE RATE AGENT
- (if other than U.S. dollars): (Only applicable if
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
Specified Currency is this Note is a
other than U.S. dollars): Global Note):
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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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
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
<PAGE>
(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 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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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.
<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
____________________________________
_____________________,
_______________________.
CITIBANK, N.A.,
as Trustee,
By _________________________, Attest:
Authorized Officer
________________________________
_________________________________
Secretary
OR
NORWEST BANK MINNESOTA, N.A., [SEAL]
as Authenticating Agent
for the Trustee
By _________________________________,
Authorized Officer
<PAGE>
NORWEST CORPORATION
MEDIUM-TERM FLOATING RATE NOTE, SERIES H
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
September 1, 1993 (the "Indenture"), with Citibank, N.A., 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 H (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.
<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
<PAGE>
interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 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 USPRIME1
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 USPRIME1 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 USPRIME1 Page" means the display designated as page "USPRIME1" on the
Reuters Monitor Money Rates Services (or such other page as may replace the
USPRIME1 that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
<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
<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
<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
<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
<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
<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
<PAGE>
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
<PAGE>
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT 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
<PAGE>
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 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
<PAGE>
the Calculation Agent are quoting as mentioned in this sentence, the Federal
Funds Rate hereon 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.
<PAGE>
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 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
<PAGE>
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 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.
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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.
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.
<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, 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
<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.
<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 Under Uniform Gifts to Minors Act
right 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.
<PAGE>
EXHIBIT 4(d)
$1,000,000,000
NORWEST CORPORATION
MEDIUM-TERM NOTES, SERIES H
CALCULATION AGENT AGREEMENT
THIS AGREEMENT is made as of November 1, 1995 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 H (the
"Notes") entitled to the benefits of the Indenture dated as of September 1,
1993 (the "Indenture") between the Issuer and Citibank, N.A., 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 maximum rate permitted by New York law, as the
same may be modified by United States law of general application.
<PAGE>
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
(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
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<PAGE>
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 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.
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<PAGE>
(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 120 Wall Street, 13th Floor, New
York, New York 10043, 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.
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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<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the day and year first above written.
NORWEST CORPORATION
By: _________________________________________
Its: Senior Vice President and Treasurer
NORWEST BANK MINNESOTA, N.A.
By: ______________________________
Its:_________________________
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