As filed with the Securities and Exchange Commission on
December 14, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
NORWEST CORPORATION MASTER SAVINGS TRUST
(Full title of the plan)
________________
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum
to Be to Be Offering Price
Registered Registered Per Share
Common Stock 6,000,000 N/A
(par value $1-2/3 shares
per share) (1)
Proposed
Maximum Amount of
Aggregate Registration
Offering Price Fee
$204,000,000 (2) $70,339
(1) Each share of the registrant's common stock includes one
preferred stock purchase right. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated solely for purposes of computing the registration fee,
in accordance with Rule 457(h), based on the average of the high
and low prices of the Corporation's Common Stock reported on the
New York Stock Exchange composite tape on December 7, 1995.
_____________________________________________________
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December
31, 1994;
(b) Norwest Corporation Savings-Investment Plan's Annual
Report on Form 11-K for the year ended December 31, 1994;
(c) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995;
(d) Current Reports on Form 8-K dated January 9, 1995,
January 27, 1995, February 17, 1995, April 21, 1995, July 3, 1995,
September 13, 1995, October 4, 1995 and November 1, 1995; and
(e) The descriptions of Norwest Corporation common stock,
par value $1-2/3 per share, and Series A Junior Participating
Preferred Stock Purchase Rights contained in registration
statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the
purpose of updating such descriptions.
All reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c) of the Exchange Act and any definitive proxy
or information statements filed pursuant to Section 14 of the
Exchange Act in connection with any subsequent stockholders'
meeting and any reports filed pursuant to Section 15(d) of the
Exchange Act prior to the filing of a posteffective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-1
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock to which this
Registration Statement relates has been passed upon by Stanley S.
Stroup, Executive Vice President and General Counsel of the
Registrant. At September 30, 1995, Mr. Stroup was the beneficial
owner of 108,053 shares and held options to acquire 247,410
additional shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
authorizes indemnification of directors and officers of a Delaware
corporation under certain circumstances against expenses,
judgments, and the like in connection with an action, suit, or
proceeding. Article Fourteenth of the Certificate of Incorporation
of the Registrant provides for broad indemnification of directors
and officers of the Registrant. The Registrant also maintains
insurance coverage relating to certain liabilities of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 -- Restated Certificate of Incorporation of Norwest
Corporation, as amended (incorporated by reference
to Exhibit 3(b) to the Registrant's Current Report
on Form 8-K dated June 28, 1993 (File No. 1-2979)
and Exhibit 3 to Registrant's Current Report on Form
8-K dated July 3, 1995 (File No. 1-2979)).
4.2 -- By-Laws of Norwest Corporation, as
amended(incorporated by reference to Exhibit 4(c) to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991 (File No. 1-2979)).
4.3 -- Rights Agreement, dated as of November 22, 1988,
between Norwest Corporation and Citibank, N.A.,
including as Exhibit A the form of Certificate of
Designation of Powers, Preferences and Rights setting
forth the terms of the Series A Junior Participating
Preferred Stock, without par value (incorporated by
reference to Exhibit 1 to the Registrant's Form 8-A
dated December 6, 1988); Certificate of Adjustment
dated July 21, 1989 (incorporated by reference to Exhibit
3 to Form 8 dated July 21, 1989); and Certificate of
Adjustment dated June 28, 1993 (incorporated by
reference to Exhibit 4 to Form 8-A/A dated June 29, 1993).
5 -- Opinion of General Counsel of Norwest Corporation.
23.1 -- Consent of General Counsel of Norwest Corporation
(included as part of Exhibit 5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (concerning financial
statements of Norwest Corporation and of the Norwest
Corporation Savings-Investment Plan).
II-2
24 -- Powers of Attorney.
99.1 -- Norwest Corporation Master Savings Trust Agreement
(incorporated by reference to Exhibit 28(a) to the
Registrant's Registration Statement No. 33-38767).
99.2 -- Norwest Corporation Savings-Investment Plan, as
amended and restated effective January 1, 1991
(incorporated by reference to Exhibit 28(b) to the
Registrant's Registration Statement No. 33-38767).
The Registrant has submitted the employee benefit plan
described herein and all amendments thereto, and will submit any
subsequent amendments thereto, to the Internal Revenue Service
(the "IRS") in a timely manner and has made and will make all
changes required by the
IRS in order to qualify the plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are being
made, a posteffective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
posteffective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a posteffective
amendment any of the
securities being registered which remain unsold at the termination
of the offering.
II-3
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on the 14th day of December
1995.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
Richard M. Kovacevich
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 14th day of
December 1995, by the following persons in the capacities
indicated.
/s/ Richard M. Kovacevich President and Chief Executive
Officer
Richard M. Kovacevich (Principal Executive Officer)
/s/ John T. Thornton Executive Vice President and Chief
John T. Thornton Financial Officer
(Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
Michael A. Graf (Principal Accounting Officer)
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
* Richard M. Kovacevich, by signing his name hereto, does hereby
sign this document on his own behalf and on behalf of each of the
other directors named above pursuant to powers of attorney duly
executed by such other persons.
/s/ Richard M. Kovacevich
Richard M. Kovacevich
Attorney-in-Fact
II-5
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the Norwest Corporation Master Savings Trust
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 14th day of December
1995.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Douglas E. Krause
Douglas E. Krause
Assistant Vice President
II-6
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
4.1 Restated Certificate of Incorporation
of Norwest Corporation, as amended
(incorporated by reference to Exhibit 3(b)
to the Registrant's Current Report on Form
8-K dated June 28, 1993 (File No. 1-2979)
and Exhibit 3 to Registrant's Current Report
on Form 8-K dated July 3, 1995 (File No.
1-2979)).
4.2 By-Laws of Norwest Corporation, as amended
(incorporated by reference to Exhibit 4(c) to
the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1991 (File No.
1-2979)).
4.3 Rights Agreement, dated as of November 22, 1988,
between Norwest Corporation and Citibank, N.A.,
including as Exhibit A the form of Certificate of
Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior
Participating Preferred Stock, without par value
(incorporated by reference to Exhibit 1 to the
Registrant's Form 8-A dated December 6, 1988);
Certificate of Adjustment dated July 21, 1989
(incorporated by reference to Exhibit 3 to Form 8
dated July 21, 1989); and Certificate of Adjustment
dated June 28, 1993 (incorporated by reference to
Exhibit 4 to Form 8-A/A dated June 29, 1993).
5 Opinion of General Counsel of Norwest Corporation.
23.1 Consent of General Counsel of Norwest Corporation
(included as part of Exhibit 5 filed herewith).
23.2 Consent of KPMG Peat Marwick LLP (concerning
financial statements of Norwest Corporation and
of the Norwest Corporation Savings-Investment Plan).
24 Powers of Attorney.
99.1 Norwest Corporation Master Savings Trust Agreement
(incorporated by reference to Exhibit 28(a) to the
Registrant's Registration Statement No. 33-38767).
99.2 Norwest Corporation Savings-Investment Plan, as
amended and restated effective January 1, 1991
(incorporated by reference to Exhibit 28(b) to the
Registrant's Registration Statement No. 33-38767).
EXHIBIT 5
[LETTERHEAD OF STANLEY S. STROUP]
December 14, 1995
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 6,000,000 shares of common stock,
par value $1-2/3 per share (the "Shares"), of Norwest
Corporation (the "Corporation") to be issued pursuant to the
Norwest Corporation Savings-Investment Plan (the "Plan"), I have
examined such corporate records and other documents, including
the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission relating to the Shares (the
"Registration Statement"), and have reviewed such matters of law
as I have deemed necessary for this opinion. I advise you that in
my opinion:
1. The Corporation is a corporation duly organized and existing
under the laws of the State of Delaware.
2. The Corporation has taken all necessary corporate action to
adopt the Plan, and the Plan is a validly existing employee benefit
plan of the Corporation.
3. The Shares will, when issued in accordance with the terms of
the Plan, be legally and validly issued and fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stanley S. Stroup
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 18, 1995,
incorporated herein by reference, related to the consolidated
balance sheets of Norwest Corporation and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated
statements of income, cash flows and stockholders' equity for each
of the years in the three-year period ended December 31, 1994; and
our report dated June 19, 1995, incorporated herein by reference,
related to the statements of net assets of the Norwest Corporation
Savings-Investment Plan as of December 31, 1994 and 1993 and
the related statements of changes in net assets for each of the years
in the three-year period ended December 31, 1994.
/s/ KPMG Peat Marwick LLP
December 13, 1995
Minneapolis, Minnesota
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ David A. Christensen
David A. Christensen
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Gerald J. Ford
Gerald J. Ford
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Pierson M. Grieve
Pierson M. Grieve
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Charles M. Harper
Charles M. Harper
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ William A. Hodder
William A. Hodder
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Lloyd P. Johnson
Lloyd P. Johnson
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Reatha Clark King
Reatha Clark King
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard M. Kovacevich
Richard M. Kovacevich
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard S. Levitt
Richard S. Levitt
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Richard D. McCormick
Richard D. McCormick
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Cynthia H. Milligan
Cynthia H. Milligan
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Ian M. Rolland
Ian M. Rolland
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Stephen E. Watson
Stephen E. Watson
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned director and/or officer of NORWEST
CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M.
KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact,
with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-8 or other
applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933,
as amended, of up to 6,000,000 shares of Common Stock of the
Corporation which may be issued pursuant to the Savings-
Investment Plan, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to
do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 26th day of September, 1995.
/s/ Michael W. Wright
Michael W. Wright
