<PAGE>
<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-_____
====================================================================================================================================
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
612-667-1234
(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
______________________________
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
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 17,500,000 $39.625 (2) $693,437,500 $239,115.97
per share) (1) Shares
=========================================================================================================================
(1) Each share of the registrant's common stock includes one preferred stock purchase right.
(2) Determined in accordance with Rule 457(h)(1).
====================================================================================================================================
</TABLE>
<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 reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 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 consolidated financial statements of Norwest Corporation and
subsidiaries as of December 31, 1995 and 1994, and for each of the years in
the three-year period ended December 31, 1995, incorporated by reference
herein, have been incorporated herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
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.
II-1
<PAGE>
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 provides for broad
indemnification of directors and officers. 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.
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.
99.1 - Long-Term Incentive Compensation Plan, as amended effective April
23, 1996 (incorporated by reference to Exhibit 10(a) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 (File No. 1-2979)).
99.2 - Form of Non-Qualified Stock Option Agreement with Right to
Acquire Accelerated Ownership Stock Option.
99.3 - Form of Accelerated Ownership Non-Qualified Stock Option
Agreement.
II-2
<PAGE>
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. 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) ((S)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.
II-3
<PAGE>
(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
<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 ________, 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 ________, 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-5
<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. 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 Electronic Transmission
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 Electronic Transmission
Marwick LLP.
24 Powers of Attorney. Electronic Transmission
99.1 Long-Term Incentive
Compensation Plan, as
amended effective April
23, 1996 (incorporated by
reference to Exhibit
10(a) to Registrant's
Quarterly Report on Form
10-Q for the quarter
ended June 30, 1996 (File
No. 1-2979)).
99.2 Form of Non-Qualified Electronic Transmission
Stock Option Agreement
with Right to Acquire
Accelerated Ownership
Stock Option
99.3 Form of Accelerated Electronic Transmission
Ownership Non-Qualified
Stock Option Agreement
</TABLE>
<PAGE>
EXHIBIT 5
[Letterhead of Stanley S. Stroup]
September 20, 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 17,500,000 shares of the common stock, par value of $1-2/3
per share (the "Shares"), of Norwest Corporation (the "Corporation"), which may
be issued pursuant to the Corporation's Long-Term Incentive Compensation 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. When issued in accordance with the terms of the Plan, the Shares will be
legally and validly issued, 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
registration statement. 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
September 20, 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 17,500,000 shares of Common
Stock of the Corporation which may be issued pursuant to the Norwest Corporation
Long-Term Incentive Compensation 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 99.2
FORM OF AGREEMENT "T"
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
WITH RIGHT TO ACQUIRE ACCELERATED OWNERSHIP STOCK OPTION
GRANT DATE: [GRANT DATE]
EMPLOYEE'S NAME: [FNAME] [LNAME]
1. GRANT OF OPTION - GRANT # [GRANT #]. The Corporation has granted the
Employee a Non-Qualified Stock Option ("Option") to purchase [# OF SHARES]
Shares of the Corporation's common stock ("Stock").
2. OPTION PURCHASE PRICE. The Option purchase price is $ . per Share.
3. TERM AND EXERCISE OF OPTION. The Option will become exercisable in one year
as indicated in the attached Grant Summary. The Option may be exercised between
the vesting date and the expiration date indicated in the Grant Summary provided
you are continuously employed by the Corporation or an Affiliate ("Norwest"). If
your employment with Norwest is terminated, the Option may be exercised only as
described in paragraph 4 below. While you are alive, the Option may be exercised
only by you or your guardian or legal representative.
To exercise all or part of the Option, deliver a "Notice of Exercise" to the
Norwest Corporation Stock Option Administrator, Norwest Center, Sixth and
Marquette, Minneapolis, MN 55479-1037, specifying the number of whole Shares you
wish to purchase. You must pay the total Option price for that number of Shares
on the day that you exercise either (a) in cash or (b) in whole Shares of Stock
valued at its Fair Market Value on the date of exercise (except that cash may be
used to buy up to the next whole Share). If Stock is used to pay the purchase
price, the Stock used must have been owned by you for at least six months prior
to the date of exercise and must not have been used in a stock-for-stock swap
transaction within the preceding six months.
4. RETIREMENT, DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT. If you
retire and are entitled to a benefit under Section 6.1 or Section 6.2 of the
Norwest Corporation Pension Plan or under Section 4.1 or Section 4.2 of the
Norwest Financial Pension Plan or if you become permanently disabled, the Option
is immediately exercisable and may be exercised until the expiration date
indicated in the Grant Summary or within one year after your date of death,
whichever occurs first. If you die while you are employed by Norwest, the Option
is immediately exercisable and the legal representative of your estate or the
person who inherited the Option may exercise the Option within one year from the
date of your death. However, no one may exercise the Option after ten years from
the Grant Date.
If you leave Norwest's employment for any reason other than death, disability,
Retirement, or discharge for cause, you may exercise through the last business
day of the month following the month in which your termination of employment
occurs, that part of the Option which was exercisable on the date of
termination. If you are discharged for cause, the Option will expire upon
receipt by you of oral or written notice of termination. Termination of
employment does not include a leave of absence approved by the Committee.
5. WITHHOLDING TAXES. When you exercise this Option, you agree to pay all
required withholding taxes to your Norwest employer. Income taxes are computed
based on the difference between the Fair Market Value (the average of the
highest and lowest prices of Norwest common stock) of the Shares acquired on the
date of exercise and the Option price for those Shares. Taxes may be paid either
in cash or, if you elect, by having the Corporation withhold from the Shares to
be issued a number of shares (valued at their Fair Market Value on the date of
exercise) necessary to satisfy the taxes. The Corporation is not obligated to
deliver the Shares until withholding obligations are met.
6. AWARD OF ACCELERATED OWNERSHIP NON-QUALIFIED STOCK OPTION ("AO"). If you
exercise this Option while you are employed by Norwest and pay the purchase
price in Stock, you are hereby granted an AO at the Fair Market Value on the
date of such exercise. The AO grant equals the number of whole Shares used in
the swap exercise to pay the purchase price plus a number of Shares with respect
to taxes payable upon exercise, determined in accordance with procedures
approved by the Committee which take into account estimated incremental tax
rates. Subject to the provisions of paragraphs 3 and 4, the AO may be exercised
between the date of grant and the date of expiration of this Option. The AO
shall be evidenced by an agreement containing such other terms and conditions as
the Committee approves. No AO is granted if the Option is exercised after your
Retirement, permanent disability, death or other termination of employment.
7. TRANSFERABILITY OF OPTION. This Option may be transferred only by will or
the laws of descent and distribution.
<PAGE>
8. NO AGREEMENT FOR NORWEST TO CONTINUE YOUR EMPLOYMENT. Nothing in this
Agreement gives you any right to continued employment and Norwest may terminate
you at any time for any reason.
9. GENERAL RESTRICTIONS. The Corporation may delay the exercise of any Option
if it determines that (a) the Shares subject to the Option should be listed,
registered or qualified on any securities exchange or under any law, or (b) the
consent of a regulatory body is desirable.
10. ADDITIONAL PROVISIONS AND INTERPRETATION OF THIS AGREEMENT. This Agreement
is subject to the provisions of the Plan. Capitalized terms not defined in this
Agreement are used as defined in the Plan. If the Plan and this Agreement are
inconsistent, provisions of the Plan will govern. Interpretations of the Plan
and this Agreement by the Committee are binding on you and the Corporation.
-2-
<PAGE>
EXHIBIT 99.3
AGREEMENT "AO-F"
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
ACCELERATED OWNERSHIP NON-QUALIFIED STOCK OPTION AGREEMENT
GRANT DATE: [GRANTDATE]
EMPLOYEE'S NAME: [FNAME] [LNAME]
1. GRANT OF AO - GRANT # [GRANTNO]. The Corporation has granted the Employee
an Accelerated Ownership Non-Qualified Stock Option ("AO") to purchase [SHARES]
shares of the Corporation's common stock ("Stock").
2. AO PURCHASE PRICE. The AO purchase price is $[OPTIONPRICE] per Share.
3. TERM AND EXERCISE OF AO. The AO is exercisable as of the date of grant as
indicated in the attached Grant Summary. The AO may be exercised between the
grant/vesting date and the expiration date indicated in the Grant Summary
provided you are continuously employed by the Corporation or an Affiliate
("Norwest"). If your employment with Norwest is terminated, the AO may be
exercised only as described in paragraph 4 below. While you are alive the AO may
be exercised only by you or your guardian or legal representative.
To exercise all or part of the AO, deliver a "Notice of Exercise" to the Norwest
Corporation Stock Option Administrator, Norwest Center, Sixth and Marquette,
Minneapolis, MN 55479-1037, specifying the number of whole Shares you wish to
purchase. You must pay the total AO price for that number of Shares on the day
that you exercise either (a) in cash or (b) in whole Shares of Stock valued at
its Fair Market Value on the date of exercise (except that cash may be used to
buy up to the next whole Share). If Stock is used to pay the purchase price, the
Stock used must have been owned by you for at least six months prior to the date
of exercise and must not have been used in a stock-for-stock swap transaction
within the preceding six months.
4. RETIREMENT, DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT. If you
retire and are entitled to a benefit under Section 6.1 or Section 6.2 of the
Norwest Corporation Pension Plan or under Section 4.1 or Section 4.2 of the
Norwest Financial Pension Plan or if you become permanently disabled, the AO may
be exercised until the expiration date indicated in the grant summary or within
one year after your date of death, whichever occurs first. If you die while you
are employed by Norwest, the legal representative of your estate or the person
who inherited the AO may exercise the AO within one year from the date of your
death. However, no one may exercise the AO after the expiration date indicated
in the Grant Summary.
If you leave Norwest's employment for any reason other than death, disability,
Retirement or discharge for cause, you may exercise through the last business
day of the month following the month in which your termination of employment
occurs. If you are discharged for cause, the AO will expire upon receipt by you
of oral or written notice of termination. Termination of employment does not
include a leave of absence approved by the Committee.
5. WITHHOLDING TAXES. When you exercise this AO, you agree to pay all required
withholding taxes to your Norwest employer. Income taxes are computed based on
the difference between the Fair Market Value (the average of the highest and
lowest prices of Norwest common stock) of the Shares acquired on the date of
exercise and the AO price for those Shares. Taxes may be paid either in cash or,
if you elect, by having the Corporation withhold from the Shares to be issued a
number of shares (valued at their Fair Market Value on the date of exercise)
necessary to satisfy the taxes. The Corporation is not obligated to deliver the
Shares until withholding obligations are met.
6. TRANSFERABILITY OF AO. This AO may be transferred only by will or the laws
of descent and distribution.
<PAGE>
7. NO AGREEMENT FOR NORWEST TO CONTINUE YOUR EMPLOYMENT. Nothing in this
Agreement gives you any right to continued employment and Norwest may terminate
you at any time for any reason.
8. GENERAL RESTRICTIONS. The Corporation may delay the exercise of any AO if
it determines that (a) the Shares subject to the AO should be listed, registered
or qualified on any securities exchange or under any law, or (b) the consent of
a regulatory body is desirable.
9. ADDITIONAL PROVISIONS AND INTERPRETATION OF THIS AGREEMENT. This Agreement
is subject to the provisions of the Plan. Capitalized terms not defined in this
Agreement are used as defined in the Plan. If the Plan and this Agreement are
inconsistent, provisions of the Plan will govern. Interpretations of the Plan
and this Agreement by the Committee are binding on you and the Corporation.
-2-
