<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-xxxxx
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1293
(Address, including zip code, and telephone number,
including area code. of registrant's principal executive offices)
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)
Copy to:
Robert J. Kaukol
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
-----------------------------------
NORWEST CORPORATION BEST PRACTICES PARTNERSHARES PLAN
(Full title of the plan)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to Be to Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1-2/3 7,000,000 $33.125(2) $231,875,000 $79,957
per share)(1) Shares
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each share of the registrant's common stock includes one preferred
stock purchase right.
(2) In accordance with Rule 457(h)(1), represents the price at which the
options may be exercised.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Prospectus: (i) annual report on Form 10-K for
the year ended December 31, 1995; (ii) quarterly report on Form 10-Q for the
quarter ended March 31, 1996; (iii) current reports on Form 8-K dated January
17, 1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26,
1996, April 17, 1996, July 2, 1996 and July 15, 1996; (iv) current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock; and
(v) registration statement on Form 8-A dated December 6, 1988, as amended
pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock purchase
rights attached to shares of Common Stock.
All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing. 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 hereof to the extent that a
statement contained herein or in any other subsequently filed document that 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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 Registrant. At June 30, 1996, Mr. Stroup
beneficially owned 109,313 shares of Common Stock and options, exercisable
within 60 days from June 30, 1996, to purchase an additional 264,082 shares of
Common Stock.
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 action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the registrant. The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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 the 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. 2979)).
4.3 -- Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A., including as Exhibit A the form
of Certificate of Designation of Powers. Preferences and Rights
setting forth the terms of the Series A Junior Participating
Preferred Stock, without par value (incorporated by reference to
Exhibit 1 to the Registrant's Form 8-A dated December 6, 1988);
Certificate of Adjustment dated July 21, 1989 (incorporated by
reference to Exhibit 3 to Form 8 dated July 21, 1989); and
Certificate of Adjustment dated June 28, 1993 (incorporated by
reference to Exhibit 4 to Form 8-A/A dated June 29, 1993).
5 -- Opinion of General Counsel of Norwest Corporation.
23.1 -- Consent of General Counsel of Norwest Corporation (included as
part of Exhibit 5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
99 -- Norwest Corporation Best Practices PartnerShares 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
II-2
<PAGE>
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of
this chapter) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(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 (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 of section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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-3
<PAGE>
SIGNATURES
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 AUGUST 1, 1996.
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 AUGUST 1, 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and
- ------------------------------ Chief Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Michael A. Graf
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 )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- ----------------------------------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
----------------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
- ------- ----------- -------
<S> <C> <C>
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 the
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. 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. Electronic Transmission
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. Electronic Transmission
24 Powers of Attorney. Electronic Transmission
99 Norwest Corporation Best Practices PartnerShares
Plan Electronic Transmission
</TABLE>
<PAGE>
EXHIBIT 5
[Letterhead of Stanley S. Stroup]
August 1, 1996
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 up to 7,000,000 shares of common stock, par value of $1-2/3 per
share (the "Shares"), of Norwest Corporation (the "Corporation") which may be
issued pursuant to the Norwest Corporation Best Practices PartnerShares 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
<PAGE>
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 17, 1996 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
prospectus. Our report refers to Norwest Corporation's adoption in 1995 of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights, an amendment of
FASB Statement No. 65."
/s/ KPMG Peat Marwick LLP
August 1, 1996
Minneapolis, Minnesota
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ David A. Christensen
-----------------------------------
David A. Christensen
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Gerald J. Ford
----------------------------------------
Gerald J. Ford
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Pierson M. Grieve
----------------------------------------
Pierson M. Grieve
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Charles M. Harper
----------------------------------------
Charles M. Harper
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ William A. Hodder
----------------------------------------
William A. Hodder
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Lloyd P. Johnson
----------------------------------------
Lloyd P. Johnson
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Reatha Clark King
----------------------------------------
Reatha Clark King
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Richard M. Kovacevich
----------------------------------------
Richard M. Kovacevich
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Richard S. Levitt
----------------------------------------
Richard S. Levitt
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Richard D. McCormick
----------------------------------------
Richard D. McCormick
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Cynthia H. Milligan
----------------------------------------
Cynthia H. Milligan
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Benjamin F. Montoya
----------------------------------------
Benjamin F. Montoya
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Ian M. Rolland
----------------------------------------
Ian M. Rolland
<PAGE>
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 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 7,000,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Best Practices PartnerShares 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
23rd day of July, 1996.
/s/ Michael W. Wright
----------------------------------------
Michael W. Wright
<PAGE>
Exhibit 99
NORWEST CORPORATION
BEST PRACTICES PARTNERSHARES PLAN
ARTICLE I
PURPOSE OF THE PLAN
The Norwest Corporation Best Practices PartnerShares Plan is intended to
enhance the profitability and value of the Corporation by providing performance-
based incentives and additional equity ownership opportunities to Eligible
Employees of the Corporation and its Affiliates.
ARTICLE II
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 GENERAL DEFINITIONS. As used herein, the following capitalized terms
have the following respective meanings.
(a) "AFFILIATE" means any corporation or limited liability company, a
majority of the voting stock or membership interest of which is
directly or indirectly owned by the Corporation, and any
partnership or joint venture designated by the President or any
Executive Vice President of the Corporation in which any such
corporation or limited liability company is a partner or joint
venture.
(b) "AWARD" means any Option and any Stock Right granted to an
Eligible Employee pursuant to Section 6.1 of the Plan, including
all rights and interests that arise out of or are otherwise
related to such Option or Stock Right.
(c) "AWARD TERM SHEET" means the document provided to or otherwise
made available to a Participant which describes the Award granted
to the Participant and sets forth the terms, conditions and
restrictions specific to the Award.
(d) "BOARD" means the Corporation's board of directors.
(e) "COMMITTEE" means the Human Resource Committee of the Board, as
such committee is comprised from time to time, or any other
committee designated by the Board to administer the Plan.
(f) "COMMON STOCK" means the Corporation's common stock, par value
$1-2/3 per share.
(g) "CORPORATION" means Norwest Corporation and its successors.
(h) "DISABILITY" means a disability which would entitle a Participant
to receive a disability benefit under the Corporation's Long-Term
Disability Plan, as from time to time in effect, whether or not
the Participant is then participating in such plan.
(i) "ELIGIBLE EMPLOYEE" means any person employed by the Corporation
or an Affiliate other than a person who is subject to Section 16
of the Securities Exchange Act of 1934, as amended from time to
time.
(j) "FAIR MARKET VALUE" means the closing price of a share of Common
Stock as reported on the New York Stock Exchange composite tape
for a given date or, in the absence of sales on a given date,
such closing price for the immediately preceding day on which a
sale occurred.
<PAGE>
(k) "OPTION" means an option granted under the Plan to purchase
shares of Common Stock and having such terms, conditions and
restrictions as the Committee determines.
(l) "PARTICIPANT" means an Eligible Employee who is granted an Award
under the Plan.
(m) "PLAN" means this Norwest Corporation Best Practices
PartnerShares Plan, as amended from time to time.
(n) "RETIREMENT" means retirement which entitles a Participant to a
benefit as defined under Section 6.1 or 6.2 of the Norwest
Corporation Pension Plan or Section 4.1 or 4.2 of the Norwest
Financial Pension Plan, as such plans may be amended from time to
time.
(o) "SHARE" means a share of Common Stock.
(p) "STOCK RIGHT" means an award under the Plan of Common Stock or
cash measured by the value of Common Stock and in each case
subject to such terms, conditions and restrictions as the
Committee determines.
2.2 OTHER DEFINITIONS. Other capitalized terms used herein and not
defined above are defined where they first appear.
2.3 CONFLICTING PROVISIONS. In the event of any conflict or other
inconsistency between the terms of the Plan and the terms of any Award Term
Sheet, the terms of the Plan will control.
ARTICLE III
SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN
3.1 NUMBER OF SHARES. The Corporation may issue up to 7,000,000 Shares
under the Plan, which Shares may be treasury or new issue Common Stock or a
combination of treasury or new issue Common Stock, as the Corporation
determines.
3.2 REUSAGE OF SHARES. Shares identified with Awards that for any reason
terminate or expire unexercised will thereafter be available for other Awards
under the Plan. Shares or cash amounts identified with Shares that are used to
pay any portion of the purchase price of an Award, or to pay any portion of a
Participant's income tax withholding resulting from an Award, will also
thereafter be available for Awards or as a basis for calculating Awards under
the Plan.
3.3 ADJUSTMENTS. Any change in the number of outstanding shares of Common
Stock occurring by reason of a stock split, stock dividend, spin-off, split-up,
recapitalization or other similar event will be reflected proportionally in (a)
the aggregate number of Shares available for Awards under the Plan, (b) the
number of Shares identified with Awards then outstanding, and (c) the purchase
price of Awards then outstanding. The number of Shares, if any, identified with
an Award, after giving effect to any such adjustment, will be rounded down to
the nearest whole Share, and the purchase price of each Award, after giving
effect to any such adjustment, will be rounded down to the nearest whole cent.
ARTICLE IV
PARTICIPATION IN THE PLAN
The Committee will have sole discretionary authority to select Participants
from among Eligible Employees and determine the Award or Awards each Participant
will receive. In making
<PAGE>
such selections and determinations, the Committee will consider such factors as
it deems relevant to effect the purpose of the Plan. No Eligible Employee will
be entitled to receive any additional Awards or otherwise further participate in
the Plan solely because the Eligible Employee previously was granted an Award.
ARTICLE V
ADMINISTRATION OF THE PLAN
Subject to the terms of the Plan, the Committee will have sole
discretionary authority to determine the category or categories of Eligible
Employees to whom Awards will be granted, the type and amount of each Award to
be granted to each Eligible Employee in such category or categories, the date of
issuance and duration of each Award, the purchase price of each Award, and such
other Award terms, conditions and restrictions as the Committee deems advisable.
Notwithstanding anything in the Plan to the contrary, the Committee may delegate
any or all of its authority under the Plan to such officers of the Corporation
as the Committee may designate from time to time. All decisions of the
Committee and any such officers made pursuant to the authority granted herein or
delegated by the Committee will be final and binding on all parties.
ARTICLE VI
AWARDS
6.1 TYPES. The Committee may grant Options and Stock Rights under the
Plan having such terms, conditions and restrictions as the Committee determines.
6.2. PRICE. The Committee will determine the purchase price of each Share
subject to an Option, PROVIDED that such purchase price will not be less than
the Fair Market Value on the date the Option is granted and in any event will
not be less than the par value of the Share subject to the Option.
6.3 EXERCISE TERM. The Committee will determine the term of each Award,
PROVIDED that (a) no Award will be exercisable after ten years from the date of
grant and (b) no Award will be exercisable unless a registration statement for
the Shares, if any, underlying the Award is then in effect under the Securities
Act of 1933, as amended, or unless in the opinion of legal counsel registration
under such act is not required.
6.4 PAYMENT OF PURCHASE PRICE. Upon exercise of an Option or Stock Right
that requires a payment from the Participant to the Corporation, the amount due
the Corporation may be paid by cash or such other method as the Committee
determines.
6.5 AWARD TERM SHEET. Each Award will be evidenced by an Award Term Sheet
in such form and not inconsistent with the Plan as the Committee may approve
from time to time. The Committee may include in each Award Term Sheet such
terms and conditions it deems necessary or advisable, including the following:
the terms, conditions and restrictions of the Award; if an Option, the purchase
price and acceptable methods of payment of the purchase price; the Award's
duration; the effect on the Award of the Participant's death, disability,
retirement or other termination of employment; and the restrictions against
transfer, if any, on the Award or the Shares subject to the Award.
6.6 WITHHOLDING TAXES. The Corporation and its Affiliates have the right
to withhold, at the time any distribution is made under the Plan, whether in
cash or in Shares, or at the time any Award is exercised, all amounts necessary
to satisfy federal, state and local withholding requirements related to such
distribution or exercise. Any required withholding may be satisfied by cash or
the Corporation's withholding of Shares having a Fair Market Value equal to the
amount required to be withheld, as provided in the Award Term Sheet.
<PAGE>
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 TERMINATION OF EMPLOYMENT.
7.1.1 DUE TO DEATH, DISABILITY OR RETIREMENT. If a Participant
ceases to be an Eligible Employee by reason of the Participant's death,
Disability or Retirement, all of the Participant's Awards will be exercisable
for such period or periods as the Committee determines.
7.1.2 OTHER THAN DUE TO DEATH, DISABILITY OR RETIREMENT. Except
as otherwise determined by the Committee, if a Participant ceases to be an
Eligible Employee for any reason other than death, Disability or Retirement, all
of the Participant's Awards will terminate immediately without notice of any
kind.
7.1.3 INTERCOMPANY TRANSFERS. Transfers of a Participant's
employment between the Corporation and an Affiliate or between Affiliates will
not by itself constitute termination of the Participant's Eligible Employee
status for purposes of any Award.
7.2 NONTRANSFERABILITY. Except as otherwise determined by the Committee,
(a) an Award may be exercised during a Participant's lifetime only by the
Participant or the Participant's legal guardian or legal representative, and (b)
no Award may be assigned or otherwise transferred by the Participant to whom it
was granted other than by will or pursuant to the laws of descent and
distribution.
7.3 CHANGE IN CONTROL. On the date that (a) substantially all of the
assets of the Corporation are acquired by another corporation, (b) there is a
reorganization of the Corporation involving an acquisition of the Corporation by
another entity, or (c) a majority of the Board shall be persons other than
persons (i) for whose election proxies shall have been solicited by the Board or
(ii) who are then serving as directors appointed by the Board to fill vacancies
on the Board caused by death or resignation (but not by removal) or to fill
newly-created directorships, then (1) all Options and other Awards that require
exercise by Participants and/or payment by Participants to the Corporation will
become immediately exercisable in full and (2) with respect to all other Awards,
all conditions or restrictions to the receipt thereof will immediately
terminate.
7.4 NO EMPLOYMENT CONTRACT. Neither the adoption of the Plan nor the
grant of any Award will (a) confer upon any Eligible Employee any right to
continued employment with the Corporation or any Affiliate or (b) interfere in
any way with the right of the Corporation or any Affiliate to terminate at any
time the employment of any Eligible Employee.
7.5 AMENDMENT OF PLAN. The Committee may at any time terminate, suspend
or amend the Plan.
7.6 DURATION OF THE PLAN. The Plan will become effective upon its
approval by the Board and, unless earlier terminated, will remain in effect
until all Shares available for issuance under the Plan have been issued.
--------------------
