<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[ ] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Norwest Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
Notes:
<PAGE>
[LETTERHEAD OF NORTHWEST CORPORATION APPEARS HERE]
PRELIMINARY PROXY
MATERIALS FILED PURSUANT
TO RULE 14A-6(A)
March 19, 1997
Dear Stockholder:
The annual meeting of stockholders will be held on Tuesday, April 22, 1997,
at 10:00 a.m., Minneapolis time, in the Lutheran Brotherhood Auditorium, 625
Fourth Avenue South, Minneapolis, Minnesota. The formal Notice of the Meeting
and Proxy Statement appear in the pages that follow.
You will be asked to consider and vote upon the election of directors, an
amendment to Norwest Corporation's Restated Certificate of Incorporation to
increase the number of shares of authorized common stock, and the ratification
of the appointment of auditors for the year 1997. These proposals are described
in more detail in the accompanying Proxy Statement under Items 1, 2, and 3.
You will also be asked to consider and vote upon a stockholder proposal
relating to cumulative voting and a stockholder proposal relating to the
Corporation's fair lending policy for its financial subsidiaries. These
proposals are also presented in the Proxy Statement as Items 4 and 5, together
with a statement of the reasons the Board of Directors opposes these proposals.
The Board of Directors recommends that stockholders vote FOR Items 1, 2 and 3
and AGAINST Items 4 and 5.
Sincerely,
/s/ Richard M. Kovacevich
RICHARD M. KOVACEVICH
Chairman and Chief Executive Officer
----------------
Please sign and date the enclosed proxy and return it promptly in the enclosed
envelope if you do not expect to be personally present and wish your stock to
be voted. If you later find that you may be present or for any other reason
desire to revoke your proxy, you may do so at any time before it is voted.
----------------
<PAGE>
NORWEST CORPORATION
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1997
---------------------
To the Holders of
Common Stock of Norwest Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Norwest
Corporation, a Delaware corporation (the "Corporation"), will be held in the
Lutheran Brotherhood Auditorium, 625 Fourth Avenue South, Minneapolis,
Minnesota, on Tuesday, April 22, 1997, at 10:00 a.m., Minneapolis time, for
the following purposes:
(1) To elect directors to hold office until the next annual election and
until their successors shall be duly elected and qualified;
(2) To consider and vote upon a proposal to amend the Corporation's
Restated Certificate of Incorporation to increase the authorized shares
of common stock from 500,000,000 to 1,000,000,000 shares;
(3) To vote on a proposal to ratify the appointment by the Board of
Directors of KPMG Peat Marwick LLP to audit the books of the
Corporation and subsidiaries for the year ending December 31, 1997;
(4) To consider and vote upon a stockholder proposal requesting the Board
of Directors to take those steps necessary to provide for cumulative
voting in the election of directors;
(5) To consider and vote upon a stockholder proposal requesting the Board
of Directors to develop a fair lending policy for the Corporation's
financial subsidiaries with the goal of achieving at least the industry
level of lending to each major disadvantaged group and to report to
stockholders annually on its achievements; and
(6) To transact such other business as may properly come before the
meeting.
The stockholder proposals identified as Items 4 and 5 in the Notice are
opposed by the Board of Directors.
Only holders of common stock of record at the close of business on March 4,
1997, will be entitled to vote at the annual meeting or any adjournment of the
annual meeting. A list of the stockholders entitled to vote at the annual
meeting or any adjournment will be available during business hours for any
stockholder of the Corporation to examine for any purpose germane to the
meeting. The list will be available for examination for a period of at least
ten days prior to the meeting at the office of the Secretary of the
Corporation, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-1026.
By Order of the Board of Directors,
/s/ Laurel A. Holschuh
LAUREL A. HOLSCHUH
Secretary
March 19, 1997
<PAGE>
NORWEST CORPORATION
NORWEST CENTER
SIXTH AND MARQUETTE
MINNEAPOLIS, MINNESOTA 55479
---------------------
PROXY STATEMENT
---------------------
This Proxy Statement is being provided to stockholders in connection with
the solicitation by the Board of Directors of Norwest Corporation (the
"Corporation") of proxies for the annual meeting of stockholders to be held
Tuesday, April 22, 1997. Shares of common stock may be represented at the
annual meeting by stockholders in person or by proxy. If shares of common
stock are represented by proxy, the shares will be voted as the stockholder
instructs in the proxy. If a stockholder does not give any voting instructions
in the proxy, the shares will be voted in the following manner: FOR the
election of the director-nominees named in this Proxy Statement, FOR the
proposed amendment to the Corporation's Restated Certificate of Incorporation
to increase the number of authorized shares of common stock the Corporation
may issue, and FOR the ratification of the appointment of the auditors for the
Corporation (Items 1, 2, and 3 on the enclosed proxy card), and AGAINST the
stockholder proposal relating to cumulative voting and AGAINST the stockholder
proposal relating to the Corporation's fair lending policy and related
reporting to stockholders (Items 4 and 5 on the enclosed proxy card), unless
the stockholder has properly withheld authority to vote on the proxy, as
discussed more fully under the heading "VOTING PROCEDURES" below. A
stockholder may revoke a proxy at any time before it is voted.
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders beginning on or about March 19, 1997.
The Corporation will pay all expenses in connection with this solicitation
of proxies. Solicitation of proxies will occur principally by mail. One or
more officers or employees of the Corporation or its subsidiaries may also
solicit proxies, either personally, by telephone, or by special letter, from
some stockholders. The Corporation will also make arrangements with brokerage
houses and other custodians, nominees, and fiduciaries to send proxy materials
to their principals, and will reimburse them for their expenses in so doing.
The Corporation has retained Georgeson & Company Inc., New York, New York, to
assist in the solicitation of proxies on its behalf for a fee of $12,000 plus
out-of-pocket expenses.
So far as the Board of Directors and the management of the Corporation are
aware, no matters other than those described in this Proxy Statement will be
acted upon at the meeting. If, however, any other matters properly come before
the meeting, it is the intention of the persons named in the enclosed proxy to
vote stockholders' proxies on these matters as they consider appropriate.
SHARES OUTSTANDING
On March 4, 1997, the record date for stockholders entitled to vote at the
meeting, there were shares of common stock outstanding. Each outstanding
share is entitled to one vote.
The following table contains information with respect to each person,
including any group, known to the Corporation to be the beneficial owner of
more than 5% of the common stock of the Corporation as of December 31, 1996.
Beneficial ownership of common stock has been determined in accordance with
Regulation 13d-3 of the Securities and Exchange Commission. Under this
regulation, a person is deemed to be the beneficial owner of securities if he
or she has or shares voting power or investment power in respect of such
securities or has the right to acquire beneficial ownership within 60 days.
1
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1996
---------------------------------
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
------------------- -------------------- ------------
<S> <C> <C>
Certain subsidiary banks, including Norwest 31,198,412(1) 8.5%
Bank Minnesota, N.A., and a trust company
subsidiary of Norwest Corporation, Norwest
Center, Sixth and Marquette, Minneapolis,
Minnesota 55479
</TABLE>
- ---------------------
(1) With respect to 11,083,091 of these shares, such subsidiaries had, in the
aggregate: sole voting power over 10,291,734 shares, shared voting power
over 409,404 shares, and no voting power over the remaining 381,953
shares; sole dispositive power over 8,046,749 shares, shared dispositive
power over 2,136,182 shares, and no dispositive power over the remaining
900,060 shares.
The amount shown also includes 20,115,321 shares held in the Master Savings
Trust for participants in the Corporation's Savings Investment Plan.
Participants have the power to direct the voting of the shares held in trust
based on the ratio of the value of each participant's accounts in the
Norwest stock funds to the total value of the funds on a valuation date not
more than 90 days preceding the record date for the applicable stockholders'
meeting. Shares held in trust on the applicable record date will be voted
ratably by Norwest Bank Minnesota, N.A., as trustee of the trust, based on
the instructions of all plan participants who give instructions.
The foregoing shares are held in a fiduciary or representative capacity, and
the Corporation and such subsidiaries disclaim beneficial interest in these
shares.
VOTING PROCEDURES
ELECTION OF DIRECTORS
Under Delaware law, directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting. Only shares
that are voted in favor of a particular nominee will be counted toward such
nominee's achievement of a plurality. Shares present at the meeting that are
not voted for a particular nominee or shares present by proxy where the
stockholder properly withheld authority to vote for such nominee will not be
counted toward such nominee's achievement of a plurality.
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION AND OTHER MATTERS
The vote by the holders of a majority of all outstanding shares of common
stock in favor of the proposed amendment to the Corporation's Restated
Certificate of Incorporation (the "Restated Certificate") to increase the
number of shares of authorized common stock from 500,000,000 to 1,000,000,000
(Item 2) is required under Delaware law for such proposal to be approved. The
vote of the majority of shares present in person or represented by proxy at
the meeting in favor of the stockholder proposals relating to cumulative
voting and the Corporation's fair lending policy (Items 4 and 5) is required
under Delaware law for each of these proposals to be adopted.
Shares abstaining from voting on a particular matter are considered present
at the meeting for purposes of determining a quorum, but are treated as having
voted against the matter at the meeting. Shares for which a broker has not
received voting instructions from the beneficial owner either on matters on
which the broker is not permitted to vote in its discretion under applicable
exchange rules, or for which discretionary authority has been withheld (a
"broker non-vote"), are not considered present at the meeting for the
particular matter to which the broker non-vote relates. Consequently, broker
non-votes are not counted for voting purposes with respect to such matter, and
thus have the practical effect of reducing the number of affirmative votes
required to achieve a majority for such matter by reducing the total number of
shares from which the majority vote is calculated. Under New York Stock
Exchange rules, a member broker may not vote in its discretion on the
stockholder proposals being presented at the 1997 annual meeting in the
absence of voting instructions from the beneficial owners of the shares
represented by the broker's proxy.
2
<PAGE>
POLICY ON CONFIDENTIAL VOTING
It is the policy of the Corporation that all stockholder meeting proxies,
ballots, and voting tabulations that identify the particular vote of a
stockholder are to be kept confidential and that the particular vote of any
stockholder shall not be disclosed to any third party prior to the tabulation
of the final vote at the annual stockholders' meeting except (i) as necessary
to meet applicable legal requirements; (ii) to assert claims for or defend
claims against the Corporation; (iii) to allow the inspectors of election to
certify the results of the stockholder vote; (iv) in the event of a proxy
solicitation in opposition to the Corporation or the Board of Directors; or
(v) to respond to stockholders who have written comments on proxy cards or
where a stockholder expressly requests disclosure. As provided in such policy,
inspectors of election and tabulators of stockholder votes may not be
employees of the Corporation, but may be employees of an affiliated bank,
provided that such inspectors and tabulators shall be instructed to comply
with this policy.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors currently consists of 16 persons. The Board has fixed
the number of directors to be elected at the annual meeting at 15 and has
nominated the individuals named below for election as directors. All of the
nominees have indicated a willingness to serve; however, in case any nominee
is no longer a candidate at the annual meeting, the persons named in the
enclosed proxy intend to vote for the remainder of the designated nominees and
to vote for a substitute nominee in their discretion. All nominees are
currently directors of the Corporation and have been previously elected by the
stockholders, except J.A. Blanchard III and Leslie S. Biller, who were elected
as directors by the Board of Directors effective September 23, 1996 and
January 31, 1997, respectively. Directors are elected to hold office until the
next annual election and until their successors are duly elected and
qualified. No information is given with respect to Gerald J. Ford, who is
retiring as a director at the 1997 annual meeting.
Additional information regarding these nominees is set forth below and on
pages , , , , and , and the number of shares of common stock of the
Corporation beneficially owned by each of them as of February 28, 1997, is set
forth on pages through . Except as may be otherwise stated, all director
nominees have served in the capacities indicated for more than five years.
LESLIE S. BILLER, 49 Director since 1997
President and Chief Operating Officer, and Director
Norwest Corporation
Minneapolis, Minnesota
Over the last five years, Mr. Biller served as Executive Vice
President (South Central Banking), Norwest Corporation until
January 31, 1997, when he assumed his present position.
(PICTURE) Mr. Biller also serves as a director of VISA USA, Jewish
Vocational Services in the Twin Cities and the Minnesota
Orchestra; as Chairman of Twin Cities RISE!; and as a trustee
of the University of Nevada (Reno) Foundation.
3
<PAGE>
J.A. BLANCHARD III, 54 Director since 1996
Chairman and Chief Executive Officer, and Director Deluxe
Corporation (Supplier of Check Printing and Financial
(PICTURE) Services Products and Systems to Financial Institutions)
Shoreview, Minnesota
Mr. Blanchard served as Chairman and Chief Executive Officer
of Harbridge Merchant Services from April, 1991 until May,
1993. In January, 1994, he became an Executive Vice President
of General Instrument Corporation, and served in that
capacity until May, 1995, when he assumed his present
position.
Mr. Blanchard also serves as a director of Saville Systems,
Inc.
- -------------------------------------------------------------------------------
DAVID A. CHRISTENSEN, 61 Director since 1977
President and Chief Executive Officer, and Director Raven
Industries, Inc. (Diversified Manufacturer of Plastics,
(PICTURE) Electronics, and Special-Fabric Products)
Sioux Falls, South Dakota
Mr. Christensen also serves as a director of Northern States
Power Company and Norwest Bank South Dakota, N.A., a
subsidiary of the Corporation; and as Co-Chair of the
Development Council of Forward Sioux Falls.
- -------------------------------------------------------------------------------
PIERSON M. GRIEVE, 69 Director since 1987
Retired Chairman and Director
Ecolab Inc.
(Developer and Marketer of Cleaning, Sanitizing,
(PICTURE) and Maintenance Products and Services)
St. Paul, Minnesota
Over the last five years, Mr. Grieve served as Chairman,
President and Chief Executive Officer of Ecolab Inc. until
August 21, 1992, when he became Chairman and Chief Executive
Officer. On March 1, 1995, he became Chairman until his
retirement on December 31, 1995.
Mr. Grieve also serves as a director of Meredith Corporation,
U S WEST, Inc., The St. Paul Companies, Inc., and Danka
Business Systems PLC; as Chairman of the Board of Overseers
of the Carlson School of Management at the University of
Minnesota, the Advisory Board of Minnegasco, and the
Metropolitan Airports Commission, State of Minnesota; as a
member of the Advisory Council of Kellogg Graduate School of
Management of Northwestern University; as a member of the
Executive Committee of the Guthrie Theater; and as trustee of
the University of St. Thomas.
4
<PAGE>
CHARLES M. HARPER, 69 Director since 1985
Retired Chairman and Chief Executive Officer, and
DirectorConAgra, Inc.
(Diversified Food Company)
(PICTURE) Omaha, Nebraska
Retired Chairman and Chief Executive Officer and Retired
DirectorRJR Nabisco Holdings Corp.
(Consumer Packaged Goods)
New York, New York
Over the last five years, Mr. Harper served as Chairman of
the Board and Chief Executive Officer of ConAgra, Inc. until
September 16, 1992, when he retired as Chief Executive
Officer. He remained Chairman of the Board until May 31,
1993. Effective May 31, 1993, Mr. Harper served as Chairman
and Chief Executive Officer of RJR Nabisco Holdings Corp.
until January 1, 1996, when he retired as Chief Executive
Officer. He remained Chairman of the Board until May 31,
1996.
Mr. Harper also serves as a director of Peter Kiewit Sons',
Inc., Valmont Industries, Inc., and E. I. DuPont deNemours &
Company.
- -------------------------------------------------------------------------------
WILLIAM A. HODDER, 65 Director since 1971
Retired Chairman and Chief Executive Officer
(PICTURE) Donaldson Company, Inc.
(Manufacturer of Filtration and Emission Control Products)
Minneapolis, Minnesota
Over the last five years, Mr. Hodder served as Chairman,
President and Chief Executive Officer. Effective August 1,
1994, he became Chairman and Chief Executive Officer, in
which capacity he served until his retirement on August 5,
1996.
Mr. Hodder also serves as a director of Cowles Media Company,
Musicland Stores Corporation, ReliaStar Financial Corp.,
SUPERVALU INC., and Tennant Company; as a member of the Board
of Overseers of the Carlson School of Management at the
University of Minnesota; and as a member of the University of
Nebraska Foundation.
5
<PAGE>
LLOYD P. JOHNSON, 66 Director since 1985
Retired Chairman and Director
Norwest Corporation
Minneapolis, Minnesota
(PICTURE)
Over the last five years, Mr. Johnson served as Chairman of
the Board and Chief Executive Officer. Effective January 1,
1993, he became Chairman of the Board until his retirement on
May 1, 1995.
Mr. Johnson also serves as a director of Cargill,
Incorporated, Musicland Stores Corporation, and Valmont
Industries, Inc.; as a member of the Advisory Board of
Minnegasco; and as a trustee of the Minnesota Mutual Life
Insurance Company.
- -------------------------------------------------------------------------------
REATHA CLARK KING, 58 Director since 1986
President and Executive Director
General Mills Foundation
(Charitable Foundation for General Mills, Inc.)
(PICTURE) Minneapolis, Minnesota
Dr. King also serves as a director of H.B. Fuller Company; as
a trustee of the Minnesota Mutual Life Insurance Company and
the University of Chicago; as Vice Chairman of the Board of
Directors of the Corporation for National Service,
Washington, D.C.; as a member of the Board of the Council on
Foundations; and as a member of the Board of Managers of the
Ministers and Missionaries Benefit Board of the American
Baptist Churches, New York City.
- -------------------------------------------------------------------------------
RICHARD M. KOVACEVICH, 53 Director since 1986
Chairman and Chief Executive Officer, and Director
Norwest Corporation
Minneapolis, Minnesota
(PICTURE)
Over the last five years, Mr. Kovacevich served as President
and Chief Operating Officer until January 1, 1993, when he
became President and Chief Executive Officer. Effective May
1, 1995, he was also named as Chairman. Mr. Kovacevich served
in the capacity of Chairman, President and Chief Executive
Officer until January 31, 1997, when he assumed his present
position.
Mr. Kovacevich also serves as a director of Dayton Hudson
Corporation, ReliaStar Financial Corp., Northern States Power
Company, PETsMART, Inc., and the Bankers Roundtable; as a
director and Vice President of the Walker Art Center; as a
director and member of the Executive Committee of the
Minnesota Business Partnership, Inc.; as Vice Chairman of the
Board of The Greater Minneapolis Metropolitan Housing
Corporation and the American Bankers Council; and as a member
of the Federal Reserve Advisory Council and the Advisory
Council of Stanford University Graduate School of Business.
6
<PAGE>
RICHARD S. LEVITT, 66 Director since 1982
Chairman of the Board and Director
Nellis Corporation
(PICTURE) (Private Capital Management)
Minneapolis, Minnesota
Mr. Levitt also serves as a director of Meredith Corporation,
Gaylord Container Corporation, the Northwest Area Foundation,
the University of Iowa Law School Foundation, the University
of Iowa Foundation, and Norwest Bank Iowa, N.A., a subsidiary
of the Corporation.
- -------------------------------------------------------------------------------
RICHARD D. MCCORMICK, 56 Director since 1983
Chairman and Chief Executive Officer, and Director
U S WEST, Inc.
(Communications)
(PICTURE) Englewood, Colorado
Over the last five years, Mr. McCormick served as President
and Chief Executive Officer of U S WEST, Inc. until May 1,
1992, when he assumed his present position.
Mr. McCormick also serves as a director of UAL Corporation.
- -------------------------------------------------------------------------------
CYNTHIA H. MILLIGAN, 50 Director since 1992
President and Chief Executive Officer
Cynthia Milligan & Associates
(PICTURE) (Consulting Firm to Financial Institutions)
Lincoln, Nebraska
Over the last five years, in addition to her present
position, Ms. Milligan has served as Adjunct Professor of Law
(Banking) at the University of Nebraska College of Law.
Ms. Milligan also serves as a director of Norwest Bank
Nebraska, N.A. (Omaha), a subsidiary of the Corporation,
Gallup Inc., and the Richard Nixon Library and Birthplace; as
Vice Chairman and director of Bryan Memorial Hospital
Foundation; as President and director of Samaritan Counseling
Center Foundation; as an advisory director of Norwest Bank
Nebraska, N.A. (Lincoln), a subsidiary of the Corporation; as
a member of the Board of Trustees, College of Business
Administration, University of Nebraska; and as a trustee of
the Nebraska Council on Economic Education.
7
<PAGE>
BENJAMIN F. MONTOYA, 61 Director since 1996
President and Chief Executive Officer, and DirectorPublic
Service Company of New Mexico(Public Utilities)Albuquerque,
New Mexico
Over the last five years, Mr. Montoya served as Senior Vice
President and General Manager of Pacific Gas & Electric
Company until August 1, 1993, when he assumed his present
position. Mr. Montoya completed a 31-year career as Chief of
the Civil Engineer Corps of the United States Navy, retiring
in , 199 with the rank of Rear Admiral. He was
appointed by the President of the United States to the 1995
Military Base Closure Commission and to the U.S. Naval
Acadamy Board of Visitors, which he now chairs.
(PICTURE)
Mr. Montoya also serves as a member of the Board of the
Albuquerque Community Foundation, Governor's Business
Executives for Education, and the United Way of Greater
Albuquerque; and as a member of the University of New Mexico
School of Engineering and the New Mexico State University
Business Advisory Council.
- -------------------------------------------------------------------------------
IAN M. ROLLAND, 63 Director since 1993
Chairman and Chief Executive Officer, and DirectorLincoln
National Corporation(Insurance)Fort Wayne, Indiana
Over the last five years, Mr. Rolland served as Chairman and
Chief Executive Officer of Lincoln National Corporation and
Lincoln National Life Insurance Company until May 17, 1994,
when he assumed his present position.
(PICTURE)
Mr. Rolland also serves as a director of Tokheim Corporation,
NIPSCO Industries, Inc., and Norwest Bank Indiana, N.A., a
subsidiary of the Corporation.
- -------------------------------------------------------------------------------
MICHAEL W. WRIGHT, 58 Director since 1991
Chairman, President and Chief Executive Officer, and Director
SUPERVALU INC.(Food Distribution and Retailing)Minneapolis,
Minnesota
Mr. Wright also serves as a director of Cargill,
Incorporated, Musicland Stores Corporation, Honeywell, Inc.,
and Shopko Stores, Inc.; as a member of the Board of the Food
Distributors International, the International Center for
Companies of the Food Trade and Industry, and the Food
Marketing Institute; as a member of the Executive Committee
of the Minnesota Business Partnership, Inc. and the Board of
Overseers of the Carlson School of Management at the
University of Minnesota; and as a trustee of St. Thomas
Academy.
(PICTURE)
8
<PAGE>
CERTAIN INFORMATION REGARDING
THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
MEETINGS AND COMMITTEES
The Board of Directors of the Corporation held six regular meetings during
the year ended December 31, 1996. The Board of Directors has established
certain committees, including committees with audit, compensation, and
nominating responsibilities, that also met during 1996. Attendance by
directors at these meetings averaged 95% during 1996, with each director
attending 75% or more of the aggregate number of Board meetings and meetings
of committees on which he or she served. The committees that meet regularly
and their members, a brief description of their responsibilities, and the
number of meetings held by each such committee are as follows:
Audit and Examination Committee. (Richard S. Levitt (Chair), David A.
Christensen, Gerald J. Ford, Reatha Clark King, Cynthia H. Milligan, and
Benjamin F. Montoya). The Audit and Examination Committee recommends to the
Board of Directors the engagement of the independent auditors and reviews (i)
the scope and results of the audit engagement with the independent auditors,
(ii) the scope, frequency, and results of internal audits and examinations,
(iii) the adequacy of the Corporation's system of internal accounting
controls, (iv) bonding and insurance coverage, and (v) examination reports of
the Corporation. The Audit and Examination Committee met three times during
1996.
Human Resources Committee. (Pierson M. Grieve (Chair), Charles M. Harper,
William A. Hodder, Richard D. McCormick, Ian M. Rolland, and Michael W.
Wright). The Human Resources Committee makes recommendations to the Board of
Directors regarding compensation arrangements for senior management. The
Committee also approves the adoption of benefit and compensation plans in
which officers are eligible to participate and awards under such compensation
plans. The Human Resources Committee met three times during 1996.
Board Affairs Committee. (William A. Hodder (Chair), David A. Christensen,
Pierson M. Grieve, and Richard S. Levitt). The Board Affairs Committee is
responsible for providing advice and assistance relating to corporate
governance, the organization and function of the Board of Directors and its
committees, selection of members for the Board and appointments to its
committees, and director compensation. As part of its advisory role on
corporate governance, the Committee also reviews and makes recommendations on
matters relating to the effectiveness of the Board, including the Board
schedule, its agenda, and information provided to the Board. In addition, the
Committee Chair determines the agenda for, and chairs executive sessions of
the Board of Directors at which management directors are not present, and
coordinates the Chief Executive Officer evaluation process for the Board. The
Board Affairs Committee met three times during 1996.
In connection with its nominating responsibilities, the Board Affairs
Committee will consider qualified nominees recommended by a stockholder of the
Corporation if the recommendation is submitted in writing to the Secretary of
the Corporation no later than the December 31 preceding the annual meeting.
Any such recommendation must include information which will enable the
Committee to evaluate the qualifications of the proposed nominee.
Finance Committee. (Richard D. McCormick (Chair), J.A. Blanchard III,
Charles M. Harper, Lloyd P. Johnson, Cynthia H. Milligan, Benjamin F. Montoya,
and Ian M. Rolland). The Finance Committee reviews and makes recommendations
to the Board regarding the Corporation's annual and long-term financial plans,
including proposed debt and equity issues, and also reviews the policies with
respect to capital structure and investment portfolio composition. The Finance
Committee met three times during 1996.
Credit Committee. (David A. Christensen (Chair), J.A. Blanchard III, Gerald
J. Ford, Lloyd P. Johnson, Reatha Clark King, Richard S. Levitt, and Michael
W. Wright). The Credit Committee reviews credit policies and examination
reports, trends in domestic and international loans outstanding, and the
adequacy of the allowance for credit losses. The Credit Committee met three
times during 1996.
9
<PAGE>
COMPENSATION OF DIRECTORS
Annual Retainer and Meeting Fees. Each non-employee director received an
annual cash retainer of $24,000 plus a fee of $1,000 for each Board or
committee meeting attended in 1996. The Chairs of the Audit and Examination,
Board Affairs, Credit, Finance, and Human Resources Committees also were paid
an additional annual fee of $5,000. Each non-employee director also received
an award of shares of the Corporation's common stock, or a portion of such
award, having a fair market value equal to the 1996 annual cash retainer, as
described below under the heading "Directors' Plans--Directors' Formula Plan."
Directors' Plans. The Corporation has the following plans for non-employee
directors: the Directors' Formula Stock Award Plan (the "Directors' Formula
Plan"); the "Directors' Stock Deferral Plan" and the "Deferred Compensation
Plan for Non-Employee Directors" (the "Directors' Deferred Compensation
Plan"), which allow participating directors to defer payment of annual and
meeting fees; and the "Retirement Plan for Non-Employee Directors" (the
"Directors' Retirement Plan"). A brief description of each of these plans and
the compensation received by non-employee directors under these plans is set
forth below.
Directors' Formula Plan. The purpose of the Directors' Formula Plan is to
compensate non-employee directors of the Corporation for their services in
the form of shares of the Corporation's common stock, in order to aid in
attracting and retaining individuals with outstanding abilities and skills
for service on the Corporation's Board of Directors.
Under the terms of this plan, each person who serves as a non-employee
director during a calendar year, and who is a director of the Corporation
on December 31 of that calendar year (an "Eligible Non-Employee Director")
will receive on February 1 of the following year (the "Award Date"), as
compensation for services rendered in the prior year, an award of shares of
common stock of the Corporation (the "Award"). In 1996, the Board of
Directors adopted a policy that 50% of the annual compensation for non-
employee directors be paid in the Corporation's common stock. To implement
this policy, the Board of Directors adopted, and stockholders approved at
the 1996 annual meeting, an amendment to the Directors' Formula Plan which
provides that, beginning February 1, 1997, the Award under the plan will be
that number of shares of common stock having an aggregate fair market value
equal to the annual cash retainer for service as a director in effect on
the January 1 immediately preceding the Award Date. The fair market value
of the shares of common stock awarded is computed using the closing price
of a share of the Corporation's common stock as reported on the
consolidated tape of the New York Stock Exchange (the "NYSE") on the Award
Date. If the NYSE is not open on the Award Date, the shares are valued at
their fair market value as of the next preceding day on which the NYSE is
open.
The Directors' Formula Plan also allows each Eligible Non-Employee
Director to defer in the form of shares of the Corporation's common stock
all or a portion of his or her Award. Participants in the Directors'
Formula Plan annually elect the percentage of the Award to be deferred, the
year in which the deferred amount will be paid, and a lump sum or
installment payment option. The number of shares so deferred are credited
to a Deferred Stock Account established for each participating director.
When dividends are paid on the Corporation's common stock, the director's
Deferred Stock Account is credited with a number of shares determined by
multiplying the number of shares credited to that account on the dividend
record date by the per share dividend amount and then dividing the product
by the average of the high and low market prices of a share of common stock
on the dividend payment date.
Under the terms of the Directors' Formula Plan in effect for 1996, each
Eligible Non-Employee Director who served as a non-employee director during
all of 1996 received an award of shares of common stock on February 1, 1997
having an aggregate fair market value equal to $24,000 on January 31, 1997,
the next day preceding the February 1, 1997 Award Date that the NYSE was
open. As provided in the plan, each Eligible Non-Employee Director who
served during part of 1996 received one-twelfth of an Award for each month
or portion thereof that he or she served as a non-employee director. Non-
employee directors were awarded a total of 6,678 shares of the
Corporation's common stock pursuant to the terms of the Directors' Formula
Plan, based on a closing price per share of common stock on the NYSE on
January 31, 1997 of $47.625. Of the shares awarded, 504 shares were issued
to Messrs. Christensen, Ford, Hodder, Johnson, Rolland, Dr. King, and Ms.
Milligan, and 168 shares were issued to Mr. Blanchard. In addition,
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<PAGE>
504 shares were credited to a Deferred Stock Account for each of Messrs.
Grieve, Harper, Levitt, McCormick, and Wright, and 462 shares were credited
to a Deferred Stock Account for Mr. Montoya, pursuant to deferral elections
made by these directors.
Under the 1996 plan amendment, all non-employee directors who were
directors during all of 1995, and who were directors on March 1, 1996, also
received a one-time award on May 1, 1996 of shares of common stock having
an aggregate fair market value on that date of $6,000, as compensation for
services as directors in 1995. Twelve of the current non-employee directors
were eligible for the May 1, 1996 award and were awarded a total of 2,171
shares, based on a closing price per share of common stock on the NYSE of
$36.125 on that date. Of the non-employee directors who received the May 1,
1996 award, 167 shares were issued to each of Messrs. Christensen, Hodder,
Johnson, Rolland, and Dr. King, and 167 shares were credited to a deferred
stock account for each of Messrs. Ford, Grieve, Harper, Levitt, McCormick,
Wright, and Ms. Milligan, pursuant to deferral elections made by these
directors.
For the year ended December 31, 1996, a total of $12,303 in dividends was
credited in the form of an aggregate of 319 shares to the Deferred Stock
Accounts of the seven current non-employee directors who have deferred
Awards pursuant to the Directors' Formula Plan.
Directors' Stock Deferral Plan and Directors' Deferred Compensation Plan.
Under these plans, a participating director may defer all or a portion of
his or her annual retainer and meeting fees otherwise payable in cash. The
deferral may be in the form of shares of the Corporation's common stock
pursuant to the Directors' Stock Deferral Plan or in cash pursuant to the
Directors' Deferred Compensation Plan.
Participants in the Directors' Stock Deferral Plan annually elect the
amount of cash fees to be deferred in the form of shares and the year in
which the deferred amount will be paid. Amounts so deferred are credited to
a Deferred Stock Account established for each participating director under
the plan. The number of shares credited to a director's Deferred Stock
Account is determined by dividing the amount of the deferred fees earned
during a calendar quarter by the average of the high and low prices of a
share of common stock of the Corporation as reported on the consolidated
tape of the NYSE on the first day of the calendar quarter following the
quarter in which the fees would otherwise have been paid to the
participant. When dividends are paid on the Corporation's common stock, the
director's Deferred Stock Account will be credited with a number of shares
determined by multiplying the number of shares credited to that account on
the dividend record date by the per share dividend amount and then dividing
the product by the average of the high and low market prices of a share of
common stock on the dividend payment date.
Under the terms of the Directors' Stock Deferral Plan, a participating
director may elect distribution of his or her Deferred Stock Account in a
lump sum in the form of cash, whole shares of the Corporation's common
stock, or a combination of both, or may elect distribution of such credits
in up to ten annual cash installments. If the director elects distribution
in the form of annual cash installments, the unpaid portion of such
installments will bear interest monthly at an annual rate equal to the
interest equivalent of the secondary market yield for three-month U.S.
Treasury bills for the preceding month. Deferred compensation and earnings
thereon will be includable in the taxable income of a participant, and will
be deductible by the Corporation, when distributed.
Effective January 1, 1993, the Directors' Stock Deferral Plan replaced
those provisions of the Directors' Deferred Compensation Plan that
permitted participating directors to make deferrals of a cash amount in the
form of shares of the Corporation's common stock to a phantom stock account
established for each participant (a "Phantom Stock Account"). On and after
that date, no further deferrals to the Phantom Stock Accounts may be made,
although the value of the Phantom Stock Accounts continues to be adjusted
to reflect credits in the form of additional phantom shares when dividends
are paid on the Corporation's common stock until all deferred amounts have
been distributed. Directors may continue, however, to elect deferrals under
the Directors' Deferred Compensation Plan in the form of cash of all or
part of their retainer and meeting fees earned during any calendar year.
Amounts so deferred may be distributed to the director in a lump sum or in
up to ten annual installments following his or her termination of service
as a director. Amounts deferred in cash are credited to an unfunded account
for the director (a "Deferred Cash Account"). Deferred Cash Accounts earn
interest monthly at a rate per annum equal to the
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<PAGE>
interest equivalent of the secondary market yield for three-month U.S.
Treasury bills for the preceding month. Under the Directors' Deferred
Compensation Plan, distributions from either a director's Deferred Cash
Account or Phantom Stock Account will be made in cash. In the case of a
Phantom Stock Account, such distributions will be based upon the value of
the Corporation's common stock at the time of distribution.
For the year ended December 31, 1996, non-employee directors elected to
defer an aggregate of $395,809 in fees in the form of 10,108 shares of the
Corporation's common stock under the Directors' Stock Deferral Plan, and a
total of $38,890 in dividends was credited in the form of an aggregate of
1,002 shares to the Deferred Stock Accounts of the nine current non-
employee directors who participate in the Directors' Stock Deferral Plan.
In addition, a total of $4,897 in interest was credited to Deferred Cash
Accounts for two current non-employee directors, and $71,745 in dividends
was credited in the form of an aggregate of 1,864 shares to Phantom Stock
Accounts for six current non-employee directors under the Directors'
Deferred Compensation Plan.
Directors' Retirement Plan. All non-employee directors of the Corporation
with five or more years of service on the Board of Directors of the
Corporation or of any of its subsidiaries, or a combination of both, are
eligible to participate in the Corporation's Directors' Retirement Plan.
Under this plan, following retirement or other cessation of service as a
director, a participant will receive a retirement benefit equal to the
amount of the annual cash retainer in effect at the time of the
participant's last day of service on the Board multiplied by the number of
full years, up to a maximum of ten, that the participant served as a non-
employee director of the Corporation. The retirement benefit is payable in
annual installments equal in number to the greater of the number of full
years that the participant served as a non-employee director of the
Corporation or such other number as the participants elect, up to a maximum
of ten years in either case. Benefits may be deferred by a participant and,
if deferred, will bear interest monthly until payment begins at a rate per
annum equal to the interest equivalent of the secondary market yield for
three-month U.S. Treasury bills for the preceding month. Benefits under the
plan are subject to forfeiture if, following retirement, a participant
serves as a management official of another depository organization. The
non-employee director participants in the plan, and the number of years of
service credited as of January 1, 1997 to each participant's account for
purposes of determining the retirement benefit payable were: Messrs.
Christensen, Harper, Hodder, McCormick, and Dr. King, 10 years; and Messrs.
Grieve and Levitt, 9 years.
Consulting Agreements with Certain Directors. During 1996, the Corporation
and one of its national bank subsidiaries had consulting agreements, as
described in more detail below, with, respectively, Gerald J. Ford, who will
retire as a director at the 1997 annual meeting, and Cynthia H. Milligan, who
is a nominee for re-election as a director at the annual meeting.
Gerald J. Ford. The Corporation has a consulting agreement with Mr. Ford for
a period of four years ending January 14, 1998. Mr. Ford's responsibilities as
a consultant include, among others, participation in developing appropriate
business strategies for the Corporation and its bank affiliates in Texas and
New Mexico, identification of acquisition candidates in those states, and
assistance to the Corporation in marketing and other business related
activities. Mr. Ford's consulting agreement requires him to devote such energy
and skill in performing his consulting responsibilities to diligently further
the business and interests of the Corporation and its subsidiaries, but does
not prohibit him from serving as a director, officer, employee, or consultant
to any other company, including any other financial institution, provided such
service does not materially affect the performance of his consulting duties
for the Corporation. The Corporation may terminate this consulting agreement
prior to the expiration of its term, by reason of Mr. Ford's physical or
mental disability, his willful failure to materially perform his consulting
duties, or his death. Mr. Ford may also terminate this agreement on 60 days
prior notice to the Corporation.
In exchange for his consulting services, Mr. Ford receives an annual
consulting fee of $300,000, payable in equal quarterly installments, plus
reimbursement of all reasonable travel and out-of-pocket expenses in
accordance with the Corporation's existing policies for reimbursement of such
expenses for its senior executive officers. During 1996, Mr. Ford was paid
$300,000 in consulting fees.
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Cynthia H. Milligan. Cynthia H. Milligan, who is a nominee for re-election
as a director at the annual meeting, has a consulting agreement with Norwest
Bank Nebraska, National Association, a national bank subsidiary of the
Corporation. Ms. Milligan is the president and sole owner of Cynthia Milligan
& Associates, a financial institutions consulting firm based in Lincoln,
Nebraska. Cynthia Milligan & Associates performs such consulting services as
may be requested by Norwest Bank Nebraska, N.A. During 1996, Cynthia Milligan
& Associates was paid approximately $2,100 for consulting services rendered to
Norwest Bank Nebraska, N.A.
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF EQUITY SECURITIES
OF THE CORPORATION
The table below provides information with respect to shares of common stock
beneficially owned and common stock share equivalents of the Corporation held
as of February 28, 1997, by the current directors, the executive officers
named in the Summary Compensation Table on page 22 of this Proxy Statement,
and all directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF OWNERSHIP (1)
----------------------------------------------
SHARES OF COMMON STOCK SHARE
NAME COMMON STOCK (2) EQUIVALENTS (3)(4) TOTAL
- ---- ---------------- ------------------ ---------
<S> <C> <C> <C>
Leslie S. Biller........... 557,601(5) 85,340 642,941
J.A. Blanchard III......... 1,181 86 1,267
James R. Campbell.......... 592,472 16,023(6) 608,495
David A. Christensen....... 9,699 25,662 35,361
Gerald J. Ford............. 2,273,109 2,686 2,275,795
Pierson M. Grieve.......... 22,746 21,809 44,555
Charles M. Harper.......... 4,606 13,943 18,549
William A. Hodder.......... 9,899 23,291 33,190
Lloyd P. Johnson........... 1,383,023(7) -- 1,383,023
Reatha Clark King.......... 8,013 -- 8,013
Richard M. Kovacevich...... 1,170,658(8) 43,110 1,213,768
Richard S. Levitt.......... 40,515 16,055 56,570
Richard D. McCormick....... 5,733 4,456 10,189
Cynthia H. Milligan........ 1,528 1,665 3,193
Benjamin F. Montoya........ 100 1,001 1,101
Kenneth R. Murray.......... 561,519(9) 58,316 619,835
Ian M. Rolland............. 6,237 3,538 9,775
Daniel A. Saklad........... 503,851(10) 15,303 519,154
Michael W. Wright.......... 3,248 8,852 12,100
All directors and executive
officers as a group
(31 individuals).......... (11)
</TABLE>
- ---------------------
(1) Each individual owns less than 1%, and all directors and executive
officers as a group own % of the outstanding shares of common stock of
the Corporation. Except as may otherwise be indicated in the footnotes
below, each director and executive officer has sole voting power with
respect to all shares of common stock shown in the above table.
(2) Amounts shown include shares of common stock allocated to the accounts of
executive officers (including a director who was a former executive
officer) and the accounts of all directors and executive officers as a
group who participate in the Corporation's Savings Investment Plan. Under
the plan, a participant has the power to direct the voting of the shares
held in trust based on the ratio of the value of such participant's
accounts in such funds to the total value of such funds on a valuation
date not more than 90 days preceding the record date for the applicable
stockholders' meeting. Shares held in trust on the applicable record date
will be voted by the trustee of the trust pro rata based on the
instructions of all participants who give instructions.
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<PAGE>
(3) Amounts shown include common stock share equivalents credited as of
December 31, 1996 to the accounts of executive officers (including a
director who was a former executive officer) and the accounts of all
directors and executive officers as a group under the Corporation's
Supplemental Savings Investment Plan, Executive Incentive Compensation
Plan, Employees' Stock Deferral Plan, Employees' Deferred Compensation
Plan, Executive Deferred Compensation Plan for Mortgage Banking
Executives, Norwest Mortgage Banking Incentive Compensation and Deferral
Plan, and Performance Deferral Award Plan. The Corporation has deposited
shares in trust to be used to satisfy in part its obligations under all
of the foregoing plans.
(4) Amounts shown include common stock share equivalents credited in the form
of shares as of February 28, 1997 to Deferred Stock Accounts for non-
employee directors under the Directors' Stock Deferral Plan and the
Directors' Formula Stock Award Plan, and the Phantom Stock Accounts for
non-employee directors under the Deferred Compensation Plan for Non-
Employee Directors.
(5) Mr. Biller is a director and one of the executive officers listed in the
Summary Compensation Table on page 22 of this Proxy Statement. In
addition to the shares allocated to Mr. Biller's account under the plan
described in footnote (2) above, the amount shown includes 67,341 shares
held by Mr. Biller's spouse, 353,925 shares which Mr. Biller has the
right to acquire through the exercise of stock options currently or
within 60 days after February 28, 1997, 14,500 shares of restricted
stock, and 5,402 shares subject to restrictions on transfer of ownership.
(6) Mr. Campbell is one of the executive officers listed in the Summary
Compensation Table on page 22 of this Proxy Statement. In addition to the
shares allocated to Mr. Campbell's account under the plan described in
footnote (2) above, the amount shown includes 46,570 shares held by Mr.
Campbell's spouse, 4,820 shares held in trusts for Mr. Campbell's
daughter and son, 1,347 shares held by Mr. Campbell's son, 66,000 shares
held in a trust of which Mr. Campbell is a beneficiary, 364,573 shares
which Mr. Campbell has the right to acquire through the exercise of stock
options currently or within 60 days after February 28, 1997, 12,500
shares of restricted stock, and 5,402 shares subject to restrictions on
transfer of ownership.
(7) The amount shown includes 336,575 shares held in a trust of which Mr.
Johnson is a beneficiary, 793,318 shares which Mr. Johnson has the right
to acquire through the exercise of stock options currently or within 60
days after February 28, 1997, and 252,626 shares held in a revocable
trust for which Mr. Johnson is settlor and trustee.
(8) Mr. Kovacevich is one of the executive officers listed in the Summary
Compensation Table on page 22 of this Proxy Statement. In addition to the
shares allocated to Mr. Kovacevich's account under the plan described in
footnote (2) above, the amount shown includes 5,247 shares held by Mr.
Kovacevich's spouse, 6,217 shares held by Mr. Kovacevich's spouse as
custodian for his minor daughter under the UGMA, 12,423 shares held in
revocable trusts for Mr. Kovacevich's daughter and son for which Mr.
Kovacevich is co-trustee, 5,283 shares held in a trust of which Mr.
Kovacevich is a beneficiary, 600,762 shares which Mr. Kovacevich has the
right to acquire through the exercise of stock options currently or
within 60 days after February 28, 1997, 52,990 shares of restricted
stock, and 8,897 shares subject to restrictions on transfer of ownership.
(9) Mr. Murray is one of the executive officers listed in the Summary
Compensation Table on page 22 of this Proxy Statement. In addition to the
shares allocated to Mr. Murray's account under the plan described in
footnote (2) above, the amount shown includes 370 shares held by Mr.
Murray's spouse, 162 shares held in an IRA by Mr. Murray's brother over
which Mr. Murray has power of attorney and in which he has an indirect
beneficial interest, 28,077 shares held in a trust of which Mr. Murray is
a beneficiary, 296,441 shares which Mr. Murray has the right to acquire
through the exercise of stock options currently or within 60 days after
February 28, 1997, 14,500 shares of restricted stock, and 5,402 shares
subject to restrictions on transfer of ownership.
(10) Mr. Saklad is one of the executive officers listed in the Summary
Compensation Table on page 22 of this Proxy Statement. In addition to the
shares allocated to Mr. Saklad's account under the plan described in
footnote (2) above, the amount shown includes 48,440 shares held in a
trust of which Mr. Saklad is a beneficiary, 295,190 shares which Mr.
Saklad has the right to acquire through the exercise of stock options
currently or within 60 days after February 28, 1997, 14,500 shares of
restricted stock, 5,402 shares subject
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<PAGE>
to restrictions on transfer of ownership, and 128,810 shares held in a
revocable trust for which Mr. Saklad is settlor and trustee.
(11) In addition to the shares of common stock and common stock share
equivalents held in the aggregate by the directors and executive officers
named in the above table, the amount shown in the table under the heading
"Shares of Common Stock" includes 422,636 shares of common stock held by
12 executive officers (including spouses and children of executive
officers); 63,410 shares of restricted stock held by six executive
officers; 1,290,627 shares subject to stock options exercisable within 60
days after February 28, 1997 held by 12 executive officers; and 112,800
shares allocable as of December 31, 1996 to the accounts of 12 executive
officers under the Savings Investment Plan; and the amount shown in the
table under the heading "Common Stock Share Equivalents" includes 48,507
share equivalents credited as of December 31, 1996 to the accounts of 12
executive officers under the Supplemental Savings Investment Plan; 4,320
share equivalents credited as of December 31, 1996 to the account of one
executive officer under the Executive Incentive Compensation Plan; 10,261
share equivalents credited as of December 31, 1996 to the accounts of two
executive officers under the Employees' Deferred Compensation Plan; 4,067
share equivalents credited as of December 31, 1996 to the account of one
executive officer under the Elective Deferred Compensation Plan for
Mortgage Banking Executives; 14,746 share equivalents credited as of
December 31, 1996 to the account of one executive officer under the
Norwest Mortgage Banking Incentive Compensation and Deferral Plan; and
8,884 share equivalents credited as of December 31, 1996 to the account of
one executive officer under the Performance Deferral Award Plan.
EXECUTIVE OFFICERS
Information regarding the current executive officers of the Corporation,
including their names, ages, positions with the Corporation, and a brief
description of their business experience during the past five years, is
presented below. Executive officers are elected annually by the Board of
Directors.
Richard M. Kovacevich, 53, Chairman and Chief Executive Officer, and a
director. Mr. Kovacevich has been associated with Norwest for the past 11
years. Additional information regarding Mr. Kovacevich is set forth on page .
Leslie S. Biller, 49, President and Chief Operating Officer, and a director.
Mr. Biller served as Executive Vice President (South Central Community Banking)
from July 1990 until January 31, 1997, when he assumed his current position. He
has been associated with Norwest for the past nine years.
James R. Campbell, 54, Executive Vice President (Commercial Banking Services,
Specialized Lending and Nebraska). Mr. Campbell served as Executive Vice
President (Corporate Banking) until February 23, 1993, when he became Executive
Vice President (Twin Cities Banking). On January 23, 1996, he assumed his
present position. He also serves as Chairman of Norwest Bank Minnesota, N.A.
Mr. Campbell has been associated with Norwest for the past 32 years.
C. Webb Edwards, 49, Executive Vice President and Chief Technology Officer.
Mr. Edwards served as Executive Vice President and General Manager of
Information Services for First Interstate Bancorp, a bank holding company with
its principal offices in Los Angeles, California, from January 1990 until May
2, 1995, when he assumed his present position.
Thomas E. Emerson, 46, Executive Vice President, Chief Auditor, and Chief
Examiner. Mr. Emerson served as Vice President and Audit Director of Norwest
Audit Services, Inc. until April 26, 1994, when he was elected Senior Vice
President, Chief Auditor, and Chief Examiner. On January 23, 1996, he assumed
his present position. Mr. Emerson has been associated with Norwest for the past
ten years.
John E. Ganoe, 52, Executive Vice President (Corporate Development). Mr.
Ganoe served as Senior Vice President (Strategic Planning and Acquisitions)
until January 23, 1996, when he assumed his present position. He has been
associated with Norwest for the past 14 years.
Michael A. Graf, 58, Senior Vice President and Controller. Mr. Graf has held
his present position since February 1988. He has been associated with Norwest
for the past nine years.
15
<PAGE>
Cynthia J. Gray, 50, Senior Vice President (Marketing). Ms. Gray served as
Vice President (Marketing) from February 24, 1992 until , 1995, when she
assumed her present position. Ms. Gray was named an executive officer of the
Corporation on February 24, 1997. She has been associated with the Corporation
for the past five years.
Stephen W. Hansen, 55, Executive Vice President (Human Resources). Mr.
Hansen served as Senior Vice President (Human Resources) until January 23,
1996, when he assumed his present position. He has been associated with
Norwest for the past nine years.
Laurel A. Holschuh, 46, Senior Vice President, Assistant General Counsel,
and Secretary. Ms. Holschuh served as Vice President, Assistant General
Counsel, and Secretary until April 27, 1993, when she assumed her present
position. Ms. Holschuh has been associated with Norwest for the past 17 years.
Scott A. Kisting, 50, Executive Vice President (Minnesota Community
Banking). Mr. Kisting served as Executive Vice President, Norwest Bank
Minnesota, N.A., from January 1990 until October 1993, when he became Twin
Cities Banking Regional President. On December 11, 1995, he was elected
President and Chief Executive Officer of Norwest Bank Minnesota, and on
January 23, 1996, he also assumed his present position. Mr. Kisting has been
associated with Norwest for the past seven years.
Kenneth R. Murray, 58, Executive Vice President (Southwestern Community
Banking). Mr. Murray has held his present position since July 1990. He has
been associated with Norwest for the past 14 years.
Mark C. Oman, , Executive Vice President (Mortgage Services and Iowa
Community Banking). Mr. Oman served as President and Chief Executive Officer
of Norwest Mortgage, Inc. from , 1990 until February 11, 1997, when he
assumed his present position. Mr. Oman also serves as Chairman of Norwest
Mortgage. He has been associated with Norwest for the past 18 years.
William H. Queenan, 58, Executive Vice President and Chief Credit Officer.
Mr. Queenan has held his present position since May 1987. He has been
associated with Norwest for the past 24 years.
Daniel A. Saklad, 54, Executive Vice President (North Central Community
Banking). Mr. Saklad has held his present position since September 1989. He
has been associated with Norwest for the past nine years.
Stanley S. Stroup, 53, Executive Vice President and General Counsel. Mr.
Stroup served as Senior Vice President and General Counsel until February 23,
1993, when he assumed his present position. Mr. Stroup has been associated
with Norwest for the past 13 years.
John T. Thornton, 59, Executive Vice President and Chief Financial Officer.
Mr. Thornton has held his present position since October 1987. Mr. Thornton
has been associated with Norwest for the past 13 years.
Charles D. White, 52, Senior Vice President and Treasurer. Mr. White served
as Senior Vice President of Norwest Bank Minnesota, N.A., and Banking Group
Treasurer until July 27, 1993, when he assumed his present position. Mr. White
has been associated with Norwest for the past 15 years.
EXECUTIVE COMPENSATION
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
The Human Resources Committee of the Board of Directors (the "Committee")
determines annually the compensation (including awards under compensation
plans) to be paid to the Corporation's Chief Executive Officer and other
executive officers, including the executive officers named in the Summary
Compensation Table. This Report discusses the objectives and procedures used
by the Committee to establish 1996 compensation for the Chief Executive
Officer and the four other executive officers named in the Summary
Compensation Table.
OBJECTIVES
The Committee's executive officer compensation policies are structured to
enable the Corporation to compete favorably with the largest banking
institutions and other large corporations in the United States in attracting
and retaining highly-qualified individuals as executive officers and to pay
executive officers based on
16
<PAGE>
their contributions to the Corporation's performance. In 1994, the Committee
adopted its "Performance-Based Compensation Policy for Covered Executive
Officers" (the "Performance-Based Compensation Policy" or the "Policy") in
response to the enactment of Section 162(m) of the Internal Revenue Code. This
legislation and related regulations limit the ability of a publicly-held
corporation to deduct annual compensation in excess of $1,000,000 paid to
certain highly-compensated executive officers, unless such compensation is
contingent on the attainment of pre-established performance goals based on
business criteria and a maximum compensation amount that have been approved by
stockholders. The Performance-Based Compensation Policy, which sets forth such
business criteria and maximum compensation, was approved by stockholders at
the 1994 annual meeting.
Pursuant to the Policy, the 1996 annual incentive compensation for the
executive officers named in the Summary Compensation Table set forth in the
Proxy Statement, including the Chief Executive Officer, was based on each such
executive officer's attainment of one or more pre-established performance
goals, subject to the maximum compensation amount in the Policy. The terms of
the Policy, and the procedures used by the Committee to make incentive
compensation awards thereunder, are discussed in greater detail in this Report
under the heading "Executive Officer Compensation--Annual Compensation."
EXECUTIVE OFFICER COMPENSATION
Compensation for the executive officers named in the Summary Compensation
Table consists primarily of annual compensation (comprised of base salary and
an incentive compensation award under the Policy) and long-term compensation.
As described more fully below, base salary ranges for executive officers are
developed using available competitive compensation data for the immediately
preceding fiscal year from a comparison group of banking organizations. Annual
incentive compensation (payable in cash or in the form of stock, including
restricted stock) is determined for the executive officers named in the
Summary Compensation Table pursuant to the Performance-Based Compensation
Policy. Long-term compensation for such officers, awarded in the form of stock
options under the Corporation's Long-Term Incentive Compensation Plan (the
"LTICP"), is determined by the Committee. Although the following discussion
applies generally to the Committee's determination of the 1996 annual salary
and incentive compensation and long-term compensation for Mr. Kovacevich as
Chief Executive Officer of the Corporation, a more complete description of Mr.
Kovacevich's 1996 compensation based on the Corporation's 1996 performance is
set forth below under the heading "Chief Executive Officer."
Annual Compensation. For purposes of establishing base salaries and
determining final annual incentive compensation awards pursuant to the
Performance-Based Compensation Policy, the Committee considered available
competitive compensation data from a comparison group (the "Comparison Group")
selected from banking organizations included in the "Peer Group Index" for
purposes of the performance graph set forth in the Proxy Statement for the
1996 annual meeting of stockholders./1/
- ---------------------
/1/ The Comparison Group, for purposes of 1996 compensation, consisted of the
following 30 banking organizations: BancOne Corporation, BankAmerica
Corporation, Bank of Boston Corporation, Bank of New York, Barnett Banks,
Inc., Chase Manhattan Corporation, Citicorp, Comerica, Inc., CoreStates
Financial Corporation, First Bank System, Inc., First Chicago-NBD
Corporation, First of America, First Union Corporation, Fleet Financial
Group, Inc., Huntington Bancshares, KeyCorp, Mellon Bank Corporation,
National City Corporation, NationsBank, Norwest Corporation, Northern Trust
Corporation, PNC Bank Corporation, Republic New York Corporation, State
Street Boston Corporation, Southern National Corporation, SouthTrust
Corporation, SunTrust Banks, Inc., U.S. Bancorp, Wachovia Corporation, and
Wells Fargo & Co. The "Peer Group Index," for purposes of the performance
graph included in the Corporation's annual proxy statement, is defined as
the "35 largest banking organizations (ranked based on their total assets as
of December 31 of the immediately preceding fiscal year) included in the
Salomon 50-Bank Index published by Salomon Brothers in the first February
issue of "Bank Stock Weekly" of the year in which the annual meeting will be
held. (See page for a listing of the banking organizations constituting the
1997 Peer Group Index for purposes of the performance graph.) Although most
of the banks in the Comparison Group are also included in the 1997 Peer
Group Index, the two groups are not identical. The differences reflect, in
part, changes in the composition of the Peer Group Index due to mergers
occurring or announced in 1996, including the pending merger of Boatmen's
Bancshares with NationsBank, and the fact that 1996 salary and long-term
compensation decisions are made before the 1997 Peer Group Index can be
determined. They also reflect the Committee's decision in 1994 to eliminate
J.P. Morgan & Co. and Bankers Trust Corporation of New York from the
Comparison Group for 1994 and future incentive compensation purposes,
because the business mix of such banks is not, in the Committee's judgment,
comparable to the businesses of the Corporation.
17
<PAGE>
Individual base salaries for executive officers other than Mr. Kovacevich
are recommended by the Corporation's Chief Executive Officer and approved by
the Committee. Mr. Kovacevich's base salary is determined by the Committee.
Salaries are reviewed annually and adjusted periodically, typically at
intervals of 12 months or more. Adjustments are based on the relationship of
the executive officer's current salary to the base salary range for the
position and a subjective evaluation of overall performance. Base salaries
paid in 1996 to executive officers named in the Summary Compensation Table
were near the median of estimated base salaries paid by the Comparison Group
banks.
Annual incentive compensation (payable in cash or in the form of stock,
including restricted stock) for a "Covered Executive Officer" is governed by
the Performance-Based Compensation Policy. The Policy defines a "Covered
Executive Officer" of the Corporation as an individual who, on the last day of
a taxable year, is the Chief Executive Officer of the Corporation or is acting
in such capacity or is among the four highest compensated executive officers
(other than the Chief Executive Officer) of the Corporation determined
pursuant to the executive compensation disclosure rules under the Securities
Exchange Act of 1934. Each of the persons named in the Summary Compensation
Table set forth in the Proxy Statement is a Covered Executive Officer under
the Performance-Based Compensation Policy.
Under the Performance-Based Compensation Policy, payment of an incentive
compensation award to a Covered Executive Officer is contingent upon the
attainment of one or more performance goals (which may be stated as
alternative goals) established in writing by the Committee for a Covered
Executive Officer at the beginning of each "Performance Period." The Committee
retains the discretion under the Policy to reduce the incentive compensation
award payable to a Covered Executive Officer from the maximum award permitted
by the Policy, notwithstanding the attainment of any performance goal. In the
exercise of this discretion, the Committee reviews available competitive
market data from the prior fiscal year and reasonable estimates with respect
to incentive compensation to be paid by the Comparison Group banks to their
executive officers for the most recently completed fiscal year. With respect
to the Chief Executive Officer, the Committee also considers the quality of
the Corporation's earnings based on certain factors, as discussed below under
the heading "Chief Executive Officer." For Covered Executive Officers other
than the Chief Executive Officer, the Committee also reviews the Chief
Executive Officer's recommendations.
For the Performance Period commencing January 1 and ending December 31,
1996, the Committee established alternative performance goals for each Covered
Executive Officer, including Mr. Kovacevich as Chief Executive Officer, based
on the Corporation's "Earnings Per Share" and "Return on Common Equity," as
those business criteria are defined in the Performance-Based Compensation
Policy. In addition, for each Covered Executive Officer other than Mr.
Kovacevich, the Committee established an additional alternative performance
goal based on the "Business Unit Net Earnings" (as defined in the Performance-
Based Compensation Policy) of the business unit managed by each such Covered
Executive Officer.
As provided in the Performance-Based Compensation Policy, the maximum amount
of an incentive compensation award payable for any Performance Period to any
Covered Executive Officer who has attained one or more of his or her pre-
established performance goals may not exceed four-tenths of one percent (.4%)
of the Corporation's Net Income/2/ for the Performance Period. Based on the
Corporation's 1996 Net Income of $1.165 billion, the maximum incentive
compensation award patable under the Policy would have been $4,662,800 (.4% of
$1.165 billion).
- ---------------------
/2/For purposes of the Policy, the term "Net Income" means the Corporation's net
income as reported in the Corporation's consolidated financial statements for
the applicable Performance Period, adjusted to eliminate the effect of (1)
restatements of prior periods' financial results relating to an acquisition
accounted for as a pooling of interests; (2) losses resulting from
discontinued operations; (3) extraordinary gains or losses; (4) the
cumulative effect of changes in generally accepted accounting principles; and
(5) any other unusual, non-recurring gain or loss which is separately
identified and quantified in the Corporation's financial statements. for the
Performance Period. Based on the Corporation's 1996 Net Income of $1.165
billion, the maximum incentive compensation award payable under the Policy
would have been $4,662,800 (.4% of $1.165 billion).
18
<PAGE>
For the 1996 Performance Period, each Covered Executive Officer, including
Mr. Kovacevich, met their respective performance goals. Based on the
Committee's certification that each Covered Executive Officer had met such
performance goals established by the Committee, its review of projected 1996
executive officer incentive compensation data from the Comparison Group and
recommendations of the Chief Executive Officer, the Committee awarded to the
executive officers named in the Summary Compensation Table, an incentive award
under the Performance-Based Compensation Policy consisting of (i) cash in the
amount shown for 1996 in column (d); and (ii) for Mr. Kovacevich and Mr.
Biller, shares of restricted stock having the market value shown for 1996 in
column (f) of the Summary Compensation Table. No Covered Executive Officer,
including the Chief Executive Officer, received the maximum incentive
compensation award under the Policy.
Long-Term Compensation. Long-term compensation is provided in the form of
stock options granted under the LTICP and is intended to increase management
ownership of stock and to provide an incentive to executive officers to
improve long-term corporate performance. Stock options granted by the
Committee to Covered Executive Officers under the LTICP are considered
performance-based compensation under Section 162(m) of the Code, and thus are
not subject to the Policy. Each executive officer is assigned stock ownership
goals expected to be achieved by specified dates. The primary means for
executive officers to achieve these goals is through the exercise of stock
options and the retention of a substantial portion of the stock acquired. Once
the basic ownership level is achieved, the goal continues to increase each
time an executive officer exercises a stock option or a restricted stock grant
vests. All executive officers named in the Summary Compensation Table have
exceeded their ownership goals.
In determining original option grants, the Committee considers the number of
shares of common stock owned by the executive officer relative to the
executive officer's ownership goal, and the stock option grant practices of
the Comparison Group at the time of grant. It is the Committee's practice to
make original grants of stock options on an aggregate basis every three years,
with the most recent original stock option grants occurring in 1994. If the
executive officer does not meet his or her stock ownership goal, the number of
stock options granted by the Committee to such executive officer in the future
will be less than competitive practice. The Committee encourages executive
officers to achieve their stock ownership goals by including in original
option grants the right to acquire an Accelerated Ownership Non-Qualified
Stock Option (an "AO"). Upon exercise of the original option using shares of
previously owned common stock, the optionee is granted an AO to purchase the
same number of whole shares of stock, at their fair market value on the date
of the AO grant, as were used to pay the purchase price of the shares acquired
upon exercise of the original option and related taxes. AO grants are
exercisable at any time over the remaining term applicable to the original
option. Such grants allow the exercise of the original option early in its
term while preserving the executive officer's opportunity for future
appreciation in the shares exchanged to exercise the original option. The
Committee believes that the AO feature in original option grants encourages
executive officers to acquire and retain the Corporation's stock. Of the
executive officers named in the Summary Compensation Table, Richard M.
Kovacevich, Leslie S. Biller, and Daniel A. Saklad each received an AO grant
in 1996 as the result of their exercise of original stock options granted
prior to 1996 that had the AO feature.
Other Compensation. Executive officers also receive various perquisites and
supplemental retirement benefits of a type and value comparable to those made
available to executive officers of Comparison Group banking organizations, as
well as retirement and medical benefits generally available to the
Corporation's employees.
Chief Executive Officer. Mr. Kovacevich's 1996 salary as shown in the
Summary Compensation Table was determined by the Committee in accordance with
the salary procedures described above for Covered Executive Officers. With
respect to Mr. Kovacevich's incentive award under the Performance-Based
Compensation Policy, the Committee certified that Mr. Kovacevich had exceeded
his performance goals based on the Corporation's 1996 Earnings Per Share and
Return on Common Equity, and thus was eligible to receive the maximum amount
for an incentive compensation award under the Policy, subject to reduction of
the amount of such award in the Committee's discretion. In connection with the
exercise of this discretion, the Committee evaluated the quality of the
Corporation's earnings based on its review of the following factors: earnings
growth, return on common equity, return on total assets, common equity as a
percentage of total assets, non-performing
19
<PAGE>
assets and loan loss reserves, respectively, as a percentage of total assets,
the 12-month, 5-year, and 10-year rates of return to stockholders (including
stock price appreciation and dividends), the ratio of the Corporation's common
stock market price to its book value, and the ratio of the Corporation's total
non-interest expense to its total revenue. In evaluating the Corporation's
overall performance for purposes of determining Mr. Kovacevich's incentive
award under the Performance-Based Compensation Policy, subject to the maximum
amount set forth in the Policy, the Committee also compared the Corporation's
performance to that of banking organizations included in the Comparison Group
using these same factors. The Committee noted, in particular, the premier
performance of the Corporation for 1996 in the categories of return on common
equity, return on total assets, and 10-year rate of return to stockholders,
pointing to the fact that the Corporation placed in the top quartile of the
Comparison Group in all of these categories. Mr. Kovacevich's 1996 incentive
award was finally determined in the exercise of the Committee's discretion in
light of its subjective evaluation of the Corporation's overall performance
and the quality of its earnings based on its assessment of the factors set
forth above compared to the performance of the Comparison Group and the
aggregate compensation paid by Comparison Group banks to their chief executive
officers. In determining Mr. Kovacevich's 1996 award.
Based on Mr. Kovacevich's achievement of his performance goals, and the
Committee's exercise of its discretion under the Performance-Based
Compensation Policy, the Committee awarded incentive compensation for 1996 to
Mr. Kovacevich under the Policy of $3,014,000, of which $2,200,000 was payable
in cash, and $814,000 was paid in the form of 16,000 shares of restricted
stock (valued based on a closing market price of $50.875 on February 24, 1997,
the date of the award). That portion of the incentive compensation award under
the Policy paid to Mr. Kovacevich in the form of shares of restricted stock is
subject to certain vesting requirements and may be forfeited, except in the
case of death, disability, retirement, or change of control of the
Corporation, unless Mr. Kovacevich is continuously employed by the Corporation
or an affiliate until the restrictions lapse. Prior to the lapse of the
restrictions, Mr. Kovacevich is entitled to vote and receive dividends on the
restricted shares but may not sell or otherwise transfer the shares. The
restrictions on the restricted stock grant included in Mr. Kovacevich's 1996
incentive compensation award lapse in 2000 as to 30% of the shares, in 2001 as
to an additional 30% of the shares, and in 2002 with respect to the remainder
of the shares. That portion of Mr. Kovacevich's incentive compensation award
under the Performance-Based Compensation Policy made in the form of restricted
shares is governed by the provisions (other than the provisions with respect
to the computation of the award) of the LTICP.
Members of the Committee:
Pierson M. Grieve, Chair
Charles M. Harper
William A. Hodder
Richard D. McCormick
Ian M. Rolland
Michael W. Wright
20
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The Performance Graph set forth below compares the cumulative total
stockholder return on the Corporation's ("Norwest") common stock for the last
five fiscal years with the cumulative total return on the S&P 500 Index and a
peer group stock performance index defined as follows: the 35 largest banking
organizations (ranked based on their total assets as of December 31 of the
immediately preceding fiscal year) included in the Salomon 50-Bank Index
published by Salomon Brothers in the first February issue of "Bank Stock
Weekly" of the year in which the annual meeting will be held (the "Peer Group
Index"). The cumulative total stockholder return computations set forth in the
Performance Graph assume the investment of $100 in Norwest common stock, the
S&P 500 Index and the Peer Group Index on December 31, 1990, and reinvestment
of all dividends.
The 35 banking organizations (ranked based on total assets as of December
31, 1996) that constitute the Peer Group Index are as follows: Chase Manhattan
Corporation, Citicorp, BankAmerica Corporation, J.P. Morgan & Co.,
NationsBank, First Union Corporation, Bankers Trust Corporation of New York,
Wells Fargo & Co., First Chicago NBD Corporation, BancOne Corporation, Fleet
Financial Group, Inc., Norwest Corporation, PNC Financial Corporation, Key
Corp, Bank of Boston Corporation, Bank of New York Co., SunTrust Banks, Inc.,
Republic New York Corporation, National City Corporation, Wachovia
Corporation, CoreStates Financial Corporation, Mellon Bank Corporation,
Barnett Banks, Inc., First Bank System, Inc., Comerica, Inc., U.S. Bancorp,
State Street Boston Corporation, SouthTrust Corporation, Crestar Financial
Corporation, Summit Bancorp, First of America, Northern Trust Corporation,
Southern National Corporation, Huntington Bancshares, and Fifth Third Bancorp.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- ------------------------------------------------------
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------
NORWEST $100.0 $121.5 $141.0 $139.2 $202.8 $274.8
- ------------------------------------------------------
S&P 500 $100.0 $107.6 $118.4 $120.0 $165.0 $202.7
- ------------------------------------------------------
PEER GROUP $100.0 $130.0 $139.4 $132.1 $205.9 $290.8
</TABLE>
- ------------------------------------------------------
21
<PAGE>
COMPENSATION
The following table sets forth the cash and non-cash compensation earned or
awarded for the last three years to the Chief Executive Officer of the
Corporation and the four other most highly compensated executive officers of
the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------ -------------------------
NAME AND PRINCIPAL OTHER ANNUAL RESTRICTED STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($)(2) AWARD(S) ($)(3) SARS (#) COMPENSATION ($)(5)
------------------ ---- ---------- ------------ ------------------- ---------------- -------- -------------------
(A) (B) (C) (D) (E) (F) (G) (I)
<S> <C> <C> <C> <C> <C> <C> <C>
Richard M. Kovacevich 1996 $900,000 $2,200,000 $39,290 $814,000(4) 294,353 $185,220
President and Chief 1995 820,000 2,187,000 26,341 763,875 0 178,500
Executive Officer 1994 745,000 2,155,000 19,226 507,275(4) 633,610 120,540
Leslie S. Biller 1996 465,000 1,046,250 31,293 508,750 114,991 90,675
Executive Vice 1995 455,000 1,046,250 24,982 0 0 81,600
President 1994 450,000 905,000 14,104 0 245,756 67,740
Kenneth R. Murray 1996 451,667 1,035,000 26,677 0 0 86,500
Executive Vice 1995 440,000 990,000 19,934 0 0 79,560
President 1994 433,750 886,000 14,587 0 273,108 64,485
Daniel A. Saklad 1996 431,667 1,001,250 34,258 0 113,631 83,275
Executive Vice 1995 425,000 956,250 27,416 0 0 76,950
President 1994 415,000 857,500 11,153 0 246,861 62,040
James R. Campbell 1996 390,000 877,500 26,545 0 0 67,134
Executive Vice 1995 370,000 728,900 19,975 0 67,338 67,380
President 1994 363,750 753,000 19,034 0 200,000 53,085
</TABLE>
- ---------------------
(1) The amounts shown for 1996 in column (d) represent that portion of the
1996 incentive compensation awards paid in cash to the named executive
officers pursuant to the Corporation's "Performance-Based Compensation
Policy for Covered Executive Officers" discussed above under the heading
"Report of the Human Resources Committee on Executive Compensation."
(2) The amounts shown in column (e) represent amounts reimbursed to the named
executive officers in the years 1994-1996 for the payment of taxes
incurred in connection with perquisites. The named executive officers also
received compensation in the form of certain perquisites and personal
benefits in the years 1994-1996, the aggregate amount of which did not
exceed $50,000 in any such year for any named executive officer.
(3) Restricted stock awards shown in column (f) are valued as of the dates of
their respective grants, based on the closing market prices of the
Corporation's common stock on such dates. The shares of restricted stock
held by each of the persons named and the market value of such shares,
based on the number of shares held as of December 31, 1996 and a closing
market price for the Corporation's common stock as of that date of $43.50
per share, were as follows: Richard M. Kovacevich, 44,700 shares,
$1,944,450 Leslie S. Biller, 14,500 shares, $630,750; Kenneth R. Murray,
14,500 shares, $630,750; Daniel A. Saklad, 14,500 shares, $630,750; James
R. Campbell, 12,500 shares, $543,750. Dividends are paid on shares of
restricted stock on the same dates and at the same rate as those paid to
all holders of the Corporation's common stock. All of the restricted stock
awards vest over a period of five years, commencing in the third year
after the date of the original award.
(4) The dollar amount shown as a restricted stock award to each of Richard M.
Kovacevich and Leslie S. Biller constitutes that portion of their
respective 1996 incentive compensation awards payable in the form of
restricted stock pursuant to the policy described in footnote (1) above
and represents, respectively, 16,000 shares and 10,000 shares of the
Corporation's common stock valued as of February 24, 1997, the date such
restricted stock awards were made, based on a closing market price of the
Corporation's common stock of $50.875 per share on that date.
22
<PAGE>
(5) The amount shown in column (i) for each named executive officer is the
total of the Corporation's contributions to the Corporation's Savings
Investment Plan ("SIP"), a 401(k) plan in which all employees are eligible
to participate, and contributions to the Corporation's Supplemental
Savings Investment Plan, a non-qualified supplemental executive retirement
plan ("Supplemental SIP"). For the year ended December 31, 1996, the
Corporation's contribution to SIP for each of the named executive officers
was $9,000 (the maximum allowable contribution under SIP). The
Corporation's contribution to Supplemental SIP for the year ended December
31, 1996, for such persons was as follows: Mr. Kovacevich, $176,220; Mr.
Biller, $81,675; Mr. Murray, $77,500; Mr. Saklad, $74,275; and Mr.
Campbell, $58,134.
OPTION GRANTS AND EXERCISES
The following tables summarize for 1996 under the Corporation's Long-Term
Incentive Compensation Plan option grants to and option exercises by the
executive officers named in the Summary Compensation Table above, and the
value of the options held by them at December 31, 1996:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
PERCENT OF TOTAL OF STOCK PRICE
OPTIONS/SARS APPRECIATION
OPTIONS/ GRANTED TO EXERCISE OR FOR OPTION TERM (2)
SARS EMPLOYEES BASE PRICE EXPIRATION ----------------------
NAME GRANTED (#) (1) IN FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- --------------- ---------------- ----------- ---------- ---------- -----------
(A) (B) (C) (D) (E) (F) (G)
<S> <C> <C> <C> <C> <C> <C>
Richard M. Kovacevich 294,353 13.9 $36.8750 07/26/04 $5,156,726 $12,340,025
Leslie S. Biller 58,173 2.7 33.3750 07/26/04 996,062 2,418,313
56,818 2.7 35.0625 07/26/04 949,604 2,273,778
Kenneth R. Murray -- -- -- -- -- --
Daniel A. Saklad 59,021 2.8 32.3750 07/26/04 980,688 2,381,171
54,610 2.6 38.3125 07/26/04 988,229 2,362,323
James R. Campbell -- -- -- -- -- --
</TABLE>
- ---------------------
(1) The options granted in 1996 to the indicated executive officers named
above were immediately exercisable "accelerated ownership" options ("AOs")
as the result of each such officer's exercise of a stock option in 1996.
The general terms of AOs are described above under the heading "Report of
the Human Resources Committee on Executive Compensation."
(2) The dollar amounts under columns (f) and (g) are the result of
calculations at the 5% and 10% rates set by the Securities and Exchange
Commission (the "Commission"). Based on these 5% and 10% assumed annual
rates of appreciation and a per share closing stock price of $43.50 for
the Corporation's common stock on December 31, 1996, the potential
realizable value to the holders of all issued and outstanding shares on
that date (368,702,706 shares), if such shares were held for an assumed
7.57 year period (a period equal to the remaining term of the option
grants shown above), would be approximately $7.2 billion (based on the 5%
rate) and approximately $17.0 billion (based on the 10% rate). The
potential realizable value over the option term of the AOs included in the
above table and the potential realizable values to stockholders on an
aggregate basis over the assumed holding period are computed using the
assumed rates set by the Commission and should not be viewed as, and are
not intended to be, a forecast of possible future appreciation, if any, in
the Corporation's stock price.
23
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR END (#) AT FISCAL YEAR END
SHARES (IN SHARES) (IN DOLLARS)
ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE (*) UNEXERCISABLE
---- ------------ -------------- ---------------------- -------------------------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
Richard M. Kovacevich 353,333 $4,041,246 600,762/176,667 $6,859,937/$3,191,048
Leslie S. Biller 133,333 1,170,831 353,925/66,667 6,199,430/1,204,173
Kenneth R. Murray 119,816 3,064,558 296,441/66,667 6,564,486/1,204,173
Daniel A. Saklad 133,333 1,320,833 295,190/66,667 4,981,655/1,204,173
James R. Campbell 27,896 736,244 364,573/66,667 7,701,436/1,204,173
</TABLE>
- ---------------------
* Column (d) lists the total options held (stated as shares exercisable and
unexercisable) for the named executive officers as of December 31, 1996. As
of that date, such executive officers also beneficially held an aggregate of
1,694,245 shares of the Corporation's common stock. As a consequence,
executive officers share with all stockholders the risk of future changes in
the market value of the Corporation's common stock, which will depend upon,
among other factors, the Corporation's future performance and such executive
officer's contribution to that performance.
PENSION PLANS
The Corporation's Pension Plan (the "Pension Plan") is a defined benefit
plan qualified under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and the Internal Revenue Code ("Code") that covers all
employees of the Corporation and participating subsidiaries who have attained
age 21 and have worked at least 1,000 hours during a period specified in the
Pension Plan. Employees do not contribute to the Pension Plan, and the
contributions by the Corporation and its subsidiaries are not allocated to the
accounts of the individual participants. Benefits under the Pension Plan are
determined on the basis of age, years of service, and compensation. A
participant becomes vested upon completing five years of Vesting Service or
having attained the age of 65.
The monthly benefit at regular retirement age is a life annuity equal to
1.1% of final average monthly earnings up to the Integration Level and 1.6% of
final average monthly earnings in excess of the Integration Level for each
year of credited service. No more than 35 years of credited service is
recognized under the Pension Plan. Under the provisions of the Pension Plan,
the "Integration Level" for any year is determined by the following formula:
($1,400 x Social Security Wage Base for Current Year) divided by $48,000.
Based on this formula, the Integration Level (stated as an amount per month)
is $1,907.50 for participants retiring in 1997. For participants retiring in
years after 1997, the Integration Level is indexed to increase at the same
rate as the Social Security Wage Base.
A participant's final average earnings is the highest average monthly
compensation paid during any 36 consecutive months within the last 120 months
of employment. Effective January 1, 1997, "compensation" for purposes of the
Pension Plan was amended to mean generally all compensation paid to a
participant during the year which is reportable on Form W-2, plus salary
reduction amounts made pursuant to Section 401(k) and Section 125 of the Code.
Such compensation, however, excludes certain expense reimbursements,
contributions to any non-qualified deferred compensation plan maintained by
the Corporation, perquisites, severance pay, gross-ups, payments in lieu of
vacation, and stock option gains or equity-like gains. The Pension Plan was
amended effective January 1, 1997 to provide that incentive compensation
amounts will be included in compensation for Pension Plan purposes in the year
received rather than the year earned with a three-year transition period.
Compensation under the Pension Plan for purposes of a plan year is limited
by Code Section 401. The Section 401 limit for the 1997 plan year is $160,000.
In addition, Section 415 of the Code places certain
24
<PAGE>
limitations on the amount of annual pension that can be paid to a participant
from a tax-qualified pension plan. The annual limit currently in effect is
$125,000, but depending on when a participant retires, the annual benefit may
exceed that amount.
As permitted by ERISA and the Code, the Board of Directors has adopted a
Supplemental Pension Plan, pursuant to which amounts that would otherwise be
payable under the Pension Plan but for the Internal Revenue Code limitations
will be paid to participants by the Corporation as an operating expense.
Compensation under the Supplemental Pension Plan for participants is defined
as the participant's basic compensation, including salary reduction amounts
made pursuant to Section 401(k) and Section 125 of the Code, as well as
amounts earned or received pursuant to designated incentive compensation plans
of the Corporation whether or not deferred under any non-qualified deferred
compensation plan maintained by the Corporation. The Supplemental Pension Plan
was amended effective January 1, 1997 to provide that incentive compensation
amounts would be included in compensation for plan purposes in the year
received, rather than the year earned. A three-year transitional rule applies
with respect to the crediting of incentive compensation amounts similar to the
transition rule that applies to the Pension Plan. Also effective January 1,
1997, any incentive compensation amount paid after December 31, 1996 may be
prorated in the year paid for purposes of determining average monthly
compensation under the Supplemental Pension Plan if the participant was not a
qualified employee for that entire plan year.
The following table shows the estimated combined annual average retirement
benefits payable under the Pension Plan and the Supplemental Pension Plan for
individuals with various combinations of annualized final average compensation
and years of credited service, without regard to the limitations imposed by
the Internal Revenue Code. The annual amounts shown below, as estimated and
when paid, are not subject to offset by the amount of Social Security
benefits.
<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
FINAL AVERAGE ------------------------------------------------------------------
COMPENSATION 10 15 20 25 30 35
- ------------- ------- ------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$ 250,000 $38,856 $58,283 $ 77,711 $ 97,139 $ 116,567 $ 135,994
500,000 78,856 118,283 157,711 197,139 236,567 275,994
750,000 118,856 178,283 237,711 297,139 356,567 415,994
1,000,000 158,856 238,283 317,711 397,139 476,567 555,994
1,250,000 198,856 298,283 397,711 497,139 596,567 695,994
1,500,000 238,856 358,283 477,711 597,139 716,567 835,994
1,750,000 278,856 418,283 557,711 697,139 836,567 975,994
2,000,000 318,856 478,283 637,711 797,139 956,567 1,115,994
2,250,000 358,856 538,283 717,711 897,139 1,076,567 1,255,994
2,500,000 398,856 598,283 797,711 997,139 1,196,567 1,395,994
2,750,000 438,856 658,283 877,711 1,097,139 1,316,567 1,535,994
3,000,000 478,856 718,283 957,711 1,197,139 1,436,567 1,675,994
3,250,000 518,856 778,283 1,037,711 1,297,139 1,556,567 1,815,994
3,500,000 558,856 838,283 1,117,711 1,397,139 1,676,567 1,955,994
3,750,000 598,856 898,283 1,197,711 1,497,139 1,796,567 2,095,994
</TABLE>
For the individual executive officers named in the Summary Compensation
Table, the compensation recognized under the Pension Plan and Supplemental
Pension Plan for 1996 is the amount shown in the table for the year 1996 as
"Salary" (column (c)) and, pursuant to the transition rules described above,
as "Bonus" (column (d)). As of December 31, 1996, credited service for such
persons was as follows: Mr. Kovacevich, 10 years, 10 months; Mr. Biller, 9
years, 4 months; Mr. Murray, 14 years; Mr. Saklad, 9 years, 5 months; Mr.
Campbell, 32 years, 6 months.
Lloyd P. Johnson, a nominee for re-election as a director of the
Corporation, retired as the Chairman of the Board and as an employee of the
Corporation in 1995. Under an agreement with the Corporation in effect prior
to his retirement, Mr. Johnson is entitled to receive payments on his
retirement equal to the difference between
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the amount he will receive under the Corporation's Pension Plan and the amount
he would have been entitled to receive under any pension plan of the
Corporation selected by him in effect during the term of his employment.
Pursuant to this agreement, Mr. Johnson receives an additional annual
retirement benefit of $47,290, payable with his regular annual retirement
benefit of $220,552 under the Corporation's Pension Plan and Supplemental
Pension Plan.
LONG-TERM DISABILITY PLANS
The executive officers named in the Summary Compensation Table are eligible
to participate in the Corporation's Long-Term Disability Plan, which is
available to all employees of the Corporation. This plan covers compensation of
up to $500,000 in salary and payments made under incentive compensation plans
designated by the Chairman, the President, any Executive Vice President, or any
Senior Vice President of the Corporation. The plan provides a monthly benefit
to an employee scheduled to work 20 or more hours per week who has elected to
participate in the plan and who becomes totally disabled for more than 22
weeks. The monthly benefit equals 65% of the participant's average basic
monthly compensation, up to a maximum monthly benefit (based on a maximum
annual compensation of $500,000) of $27,083. The Corporation's Supplemental
Long-Term Disability Plan extends similar disability coverage for the base
salary earned by Richard M. Kovacevich in excess of $500,000. The monthly
benefit payable under either plan may be subject to offset for other sources of
income.
SEVERANCE AGREEMENTS
The Corporation has entered into severance agreements with certain executive
officers of the Corporation, including the five executive officers named in the
Summary Compensation Table. The purpose of these agreements is to encourage the
officers to continue to carry out their duties in the event of a possible
change of control of the Corporation. Under the terms of these agreements, the
officers may become entitled to receive certain payments upon their termination
of employment or if their job duties or compensation and benefits are
substantially reduced within three years following a change of control of the
Corporation. The maximum amount of payments is two times the sum of: (i) the
officer's base salary rate, (ii) the value of perquisites provided by the
Corporation, and (iii) the officer's highest potential incentive compensation
award or, in the case of Mr. Kovacevich, an amount equal to the two-year
average of his incentive compensation awards. In addition, the agreements
provide for the continuation of certain medical, dental and life insurance
benefits for up to two years after termination. If payments received by any
such officer as a result of a change of control result in an excise tax
liability for such officer, the Corporation also will pay to the officer an
additional amount equal to the excise tax plus a gross-up for additional income
taxes, interest, and penalties related to the excise tax. If a change of
control and termination of employment had occurred on February 28, 1997, giving
rise to payments under these severance agreements, the approximate amounts
payable to the executive officers named in the Summary Compensation Table would
be as follows: Mr. Kovacevich, $6,282,472; Mr. Biller, $3,089,338; Mr. Murray,
3,061,406; Mr. Saklad, $2,968,300; and Mr. Campbell, $2,597,632.
The Corporation has a plan that provides severance pay to employees who are
discharged from employment under certain circumstances. The amount of severance
pay is based on years of service, job level, and the severance option selected
by the employee. If Mr. Kovacevich had been discharged on January 1, 1997, the
maximum amount payable under this policy would have been his base salary for a
period of 24 months, plus life and health insurance benefits for 18 months.
With respect to the other individuals named in the Summary Compensation Table
herein, the maximum amount payable under this policy would have been their base
salary plus benefits for the following periods: Mr. Biller, 16 months; Mr.
Murray, 18 months; Mr. Saklad, 16 months; and Mr. Campbell, 18 months. In
addition, Mr. Kovacevich will be entitled to receive benefits consisting of a
minimum payment of 12 months' salary (less the amount of any other severance
payments to which he may be entitled under any severance plan of the
Corporation then in effect) and a pro rata portion of his incentive
compensation, together with certain life and health insurance benefits, if his
employment is terminated by the Corporation for a reason other than cause or if
his job duties are substantially reduced and he resigns within 90 days
thereafter.
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OTHER INFORMATION RELATING TO DIRECTORS, NOMINEES,
EXECUTIVE OFFICERS AND ASSOCIATES
LOAN TRANSACTIONS
During the past year certain directors (in addition to those directors
discussed below under the heading "Compensation Committee Interlocks and
Insider Participation") and executive officers of the Corporation and/or one or
more of their immediate family and one or more of their associates had banking
transactions in the ordinary course of business with one or more of the bank
subsidiaries of the Corporation. Such transactions included loans made in the
ordinary course of business. All such loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not involve more than
the normal risk of collectibility or present other unfavorable features.
Certain executive officers of the Corporation also have obtained mortgage
loans from Norwest Mortgage, Inc. ("NMI"), a subsidiary of the Corporation. In
connection with each of these loans and in accordance with its policy
applicable to all employees and the Corporation's directors, NMI waived an
origination fee equal to one percent of the loan amount for each executive
officer. Two of the executive officers named in the Summary Compensation Table
were indebted to NMI or a subsidiary thereof in 1996. Information for each such
named executive officer, including the highest balance on each loan outstanding
since January 1, 1996, the balance outstanding on each loan on December 31,
1996, and the annual interest rate thereon, is as follows: Leslie S. Biller,
highest balance on one loan--$485,954, balance outstanding on December 31,
1996--$479,962, interest rate per annum-- %; James R. Campbell, highest loan
balance on one loan--$364,910, balance outstanding on December 31, 1996--
$361,487, interest rate per annum-- %. In addition, three other executive
officers of the Corporation were indebted to NMI in the aggregate amount of
$797,140, representing mortgage loans with interest rates ranging from % to
% per annum. As of February 28, 1997, of the mortgage loans discussed above,
two have been sold by NMI in the secondary real estate mortgage market and one
has been sold to a bank subsidiary of the Corporation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Human Resources Committee (the "Committee") determines annually the
compensation to be paid to the Corporation's Chief Executive Officer and other
executive officers, including the executive officers named in the Summary
Compensation Table. The members of the Committee are Pierson M. Grieve (Chair),
Charles M. Harper, William A. Hodder, Richard D. McCormick, Ian M. Rolland, and
Michael W. Wright. During 1996, Pierson M. Grieve and Richard D. McCormick had
banking transactions, including loans, in the ordinary course of business with
one or more of the bank subsidiaries of the Corporation. All loans were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
CERTAIN TRANSACTIONS WITH RESPECT TO DIRECTORS
Richard S. Levitt. Norwest Financial Maryland, Inc. ("NFM"), a wholly-owned
subsidiary of Norwest Financial, Inc. ("NFI"), and an indirect wholly-owned
subsidiary of the Corporation, leases office space under a lease having a term
of five years from MB Limited Partnership ("MB"), and also leases additional
office space for a term of five years from AF Limited Partnership ("AF"). The
general partner of both MB and AF is NC Associates Corporation, a Maryland
corporation ("NC Associates") (formerly known as Nellis Corporation). One
hundred percent of the outstanding voting stock of NC Associates is owned by
the two adult sons of Richard S. Levitt, a nominee for re-election as a
director. Mr. Levitt's sons are also officers of NC Associates. In addition,
the sole limited partners of MB and AF are trusts, the beneficiaries of which
are descendants of Mr. Levitt. Mr. Levitt is also the Chairman and sole
shareholder of a recently formed Iowa corporation known as Nellis Corporation
("Nellis"). Nellis provides property management services to MB and AF, for
which services it is compensated solely by the partnerships.
NFM's existing lease with MB provides for a total fixed rent over the lease
term of $104,854, plus estimated operating expenses of approximately $7,300
annually. NFM's lease with AF provides for a total fixed rent over
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the lease term of approximately $123,364, plus estimated operating expenses of
$6,300 annually. Both leases are guaranteed by NFI. In the opinion of the
management of NFM and NFI and the management of the Corporation, the terms of
the leases are fair and reasonable with respect to NFM and NFI.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and related regulations
requires the Corporation's directors, certain officers, and any persons holding
more than 10% of the Corporation's common stock to report their initial
ownership of the Corporation's common stock and any subsequent changes in that
ownership to the Securities and Exchange Commission and the New York Stock
Exchange. Specific due dates for these reports have been established, and the
Corporation is required to disclose in this Proxy Statement any failure to file
by these dates during 1996. All of these filing requirements were satisfied,
except as follows: Lloyd P. Johnson, a director of the Corporation, failed to
include one sale transaction on an otherwise timely filed Form 4; James R.
Campbell, an executive officer of the Corporation, failed to include two gift
transactions on an otherwise timely filed Form 5; and John T. Thornton, also an
executive officer of the Corporation, failed to timely file one report on Form
4 to report a gift to an adult child in whose shares Mr. Thornton may be deemed
to have an indirect pecuniary interest, and a subsequent sale of such shares by
the donee. All such transactions were subsequently reported by Messrs. Johnson,
Campbell and Thornton. In making these disclosures, the Corporation has relied
on written representations of its directors and officers and copies of the
reports that they have filed with the Commission.
ITEM 2. PROPOSAL TO INCREASE THECORPORATION'S AUTHORIZED COMMON STOCK
The Corporation is currently authorized to issue 500,000,000 shares of common
stock, par value $1 2/3 per share. The Corporation's Board of Directors
recommends that the Corporation's stockholders approve an amendment (the
"Amendment") to the Corporation's Restated Certificate of Incorporation that
would increase the authorized shares of the Corporation's common stock from
500,000,000 shares to 1,000,000,000 shares. The number of authorized shares of
preferred stock and preference stock will remain at 5,000,000 and 4,000,000
shares, respectively. If the amendment is approved by the Corporation's
stockholders, the first sentence of ARTICLE FOURTH of the Corporation's
Restated Certificate of Incorporation, as amended, will read as follows:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Billion Nine Million
(1,009,000,000) shares, consisting of Five Million (5,000,000) shares
of Preferred Stock without par value, Four Million (4,000,000) shares
of Preference Stock without par value, and One Billion (1,000,000,000)
shares of common stock of the par value of $1 2/3 per share.
The Corporation proposes to increase the number of authorized shares of its
common stock to 1,000,000,000 shares to provide additional shares for general
corporate purposes, including stock dividends and splits, raising additional
capital, issuances pursuant to employee and stockholder stock plans and
possible future acquisitions. The Corporation's officers from time to time
engage in discussions with other financial institutions concerning the possible
acquisition of such institutions by the Corporation. Since April 27, 1993, the
date common stockholders approved the most recent amendment to the
Corporation's Restated Certificate of Incorporation increasing the
Corporation's authorized common stock, the Corporation has consummated a total
of 40 acquisitions of financial institutions in exchange for shares of the
Corporation's common stock. The Corporation also approved and paid in June 1993
a 2-for-1 stock split effected in the form of a 100% stock dividend to
stockholders. There are no present plans, understandings, or agreements,
however, for issuing a material number of additional shares of common stock
from the currently authorized shares of common stock or the additional shares
of stock proposed to be authorized pursuant to the Amendment, although
acquisitions have been and may, in the future, be made by an exchange of stock.
The Board of Directors believes that an increase in the total number of shares
of authorized common stock will better enable the Corporation to meet its
future needs, and give it greater flexibility in responding quickly to
advantageous business opportunities. The proposed increase will also provided
additional shares for corporate purposes generally.
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The Corporation's issuance of shares of common stock, including the
additional shares that will be authorized if the proposed Amendment is
adopted, may dilute the present equity ownership position of current holders
of common stock and may be made without stockholder approval, unless otherwise
required by applicable laws or stock exchange regulation. Under existing New
York Stock Exchange regulations, approval of a majority of the holders of
common stock would nevertheless be required in connection with any transaction
or series of related transactions that would result in the original issuance
of additional shares of common stock, other than in a public offering for
cash, (i) if the common stock (including securities convertible into or
exercisable for common stock) has, or will have upon issuance, voting power
equal to or in excess of 20% of the voting power outstanding before the
issuance of such common stock; (ii) if the number of shares of common stock to
be issued is or will be equal to or in excess of 20% of the number of shares
outstanding before the issuance of the common stock; or (iii) if the issuance
would result in a change in control of the Corporation.
The additional authorized but unissued shares of the Corporation's common
stock that would become available if the Amendment is approved could be used,
whether alone or in tandem with the Corporation's Rights Plan described below,
to make a change in control of the Corporation more difficult and expensive.
Under certain circumstances, such shares could be used to create impediments
or to frustrate persons seeking to cause a takeover or to otherwise gain
control of the Corporation. Such shares could be sold to purchasers who might
side with the Board in opposing a takeover bid that the Board determines not
to be in the best interests of the Corporation and its stockholders. The
Amendment might also have the effect of discouraging an attempt by another
person or entity, through the acquisition of a substantial number of shares of
the Corporation's common stock, to acquire control of the Corporation with a
view to consummating a merger, sale of all or any part of the Corporation's
assets, or a similar transaction, since the issuance of new shares could be
used to dilute the stock ownership of such person or entity.
The Corporation also has in effect a plan (the "Rights Plan") pursuant to
which each holder of the Corporation's common stock outstanding on December 9,
1988 (the initial record date for the Rights Plan) received, and each holder
of shares of common stock subsequent to that date will receive, a dividend of
one preferred share purchase right (a "Right"), entitling the recipient upon
exercise of a Right to purchase one four-hundredth of a share of the
Corporation's Series A Junior Participating Preferred Stock ("Junior Preferred
Stock"). The terms of the Rights are triggered only upon the acquisition or
commencement of an offer by a person or group to acquire 25% or more of the
Corporation's common stock and entitle the holders (other than the person or
group holding the triggering percentage) to certain favorable common stock
purchase rights, among other rights, as well as the right to receive Junior
Preferred Stock having "supervoting" rights and extraordinary rights to
certain dividends and distributions upon liquidation. The Rights are designed
to protect the interests of the Corporation and its stockholders against
coercive takeover tactics, by encouraging potential acquirors to negotiate
with the Board of Directors acting on behalf of all stockholders. The Rights
Plan may also, but is not intended to, deter potential acquirors. The approval
of the Amendment, together with the Rights Plan, may also deter such takeover
proposals, given the potential cumulative dilutive effect on an acquiror's
ownership of the Corporation's common stock if any additional shares of common
stock authorized by the Amendment and shares of Junior Preferred Stock
pursuant to the Rights were issued.
ACTION BY STOCKHOLDERS
The Board of Directors believes that, as proposed, the approval of the
Amendment is in the best interests of the stockholders of the Corporation.
Approval of this proposal requires a vote in favor of the Amendment by the
holders of a majority of the Corporation's outstanding shares of common stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSAL TO
AMEND THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
CORPORATION'S AUTHORIZED SHARES OF COMMON STOCK, WHICH PROPOSAL IS IDENTIFIED
AS ITEM 2 ON THE ENCLOSED PROXY CARD.
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ITEM 3. APPOINTMENT OF AUDITORS
At the meeting a vote will be taken on the proposal to ratify the
appointment by the Board of Directors of KPMG Peat Marwick LLP, independent
certified public accountants, as auditors of the Corporation and its
subsidiaries for the year ending December 31, 1997. KPMG Peat Marwick LLP or
its predecessors have examined the accounts of the Corporation annually since
1931.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
annual meeting of stockholders on April 22, 1997, with the opportunity to make
a statement if they desire to do so, and such representatives are expected to
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF AUDITORS, WHICH PROPOSAL IS IDENTIFIED AS ITEM 3 ON THE
ENCLOSED PROXY CARD.
ITEM 4. STOCKHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING
Mr. Gerald R. Armstrong, 910 Fifteenth Street, No. 754, Denver, Colorado
80202-2924, who owns approximately 8,850 shares of the Corporation's Common
Stock, has stated his intention to submit the following statement and
resolution to stockholders for approval at the 1997 annual meeting.
STATEMENT
The National Bank Act provides for cumulative voting; however, holding
companies, such as Norwest which is incorporated in Delaware, have escaped it.
Many acquisitions made by Norwest had cumulative voting. These included
United Banks of Colorado, Goldenbanks of Colorado and others. It is the
proponents opinion that the shareholders of these entities were not
compensated for the loss of these voting rights.
The use of cumulative voting was present in the 1996 annual meeting of
Professional Bancorp where shareholders owning significant shares were able to
elect their nominees over the incumbents; however, the former directors,
because of their ownership, were able to elect representatives of their
choice.
A California law requires that all state pension holdings and state college
funds invested in voting shares, must be voted in favor of cumulative voting
proposals which shows increasing recognition of the importance of the
democratic means of electing directors.
In view of the large number of shares being allocated to management and
employees, it is essential that voting rights be proportionate. Also, it
appears that fewer acquisitions are being made by holding companies as the
market prices of shares have increased significantly denying the shareholders
a meaningful premium. The proponent believes that enhanced voting rights could
be an attraction to shareholders seeking the best offer.
Many successful corporations have cumulative voting. For example, Pennzoil
which defeated Texaco in most famous litigation. Ingersoll-Rand also has
cumulative voting and was recognized by FORTUNE magazine as second in its
industry as "America's Most Admired Corporations" and the WALL STREET
TRANSCRIPT noted "on almost any criteria used to evaluate management,
Ingersoll-Rand excels." During 1994, 1995, and 1996, it increased its dividend
greater than Norwest.
Lockheed-Martin and VWR Corporation now have provisions that if any entity
acquires 40% of their shares, cumulative voting applies for all shareholders.
American Premier adopted cumulative voting rights in 1995.
Allegheny Power System's board tried to take away cumulative voting and put
in a staggered system for electing directors. Its shareholders defeated these
proposals which confirms shareholders are interested in their voting rights.
IF YOU AGREE, PLEASE MARK YOUR PROXY FOR.
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RESOLUTION
RESOLVED: That the shareholders of NORWEST CORPORATION, assembled in person
and by proxy in an annual meeting, now request the Board of Directors to take
those steps necessary to provide for cumulative voting in the election of
directors, which means that each shareholder shall be entitled to as many votes
as shall equal the number of shares owned multiplied by the number of directors
to be elected, and the shareholder may cast all of the accumulated votes for a
single candidate, or for any two or more of them as the shareholder may see
fit.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL,
WHICH PROPOSAL IS IDENTIFIED AS ITEM 4 ON THE ENCLOSED PROXY CARD, FOR THE
FOLLOWING REASONS:
POSITION OF THE BOARD OF DIRECTORS
Under the Corporation's Restated Certificate of Incorporation and By-Laws,
each stockholder may cast one vote per share owned in favor of, or may withhold
his or her votes from, each director nominee at the annual meeting. A director
is elected by receiving the votes of a plurality of the shares represented at
the meeting. Under the cumulative voting proposal advocated by the proponent,
each stockholder would be entitled to a number of votes equal to the number of
shares owned by the stockholder multiplied by the number of director-nominees.
These votes could be divided among the nominees for director or they could all
be cast for a single nominee.
Cumulative voting operates to permit a small faction of the stockholders to
elect a director or directors to the board to represent the faction's point of
view. Cumulative voting will facilitate the election of "special interest"
directors to the Corporation's Board of Directors. The Board of Directors
believes that a board composed of factions focused on the special interests of
one or more groups will function less effectively than a board whose members
are elected by and consider themselves representatives of all stockholders. The
perspective of every director should be the interest of all stockholders.
Accordingly, the Board of Directors recommends that stockholders vote AGAINST
this proposal.
ITEM 5. STOCKHOLDER PROPOSAL RELATING TOA FAIR LENDING POLICY AND REPORTING
The Presbyterian Church (U.S.A.), 100 Witherspoon Street, Louisville,
Kentucky 40202-1396, which owns 100 shares of the common stock of the
Corporation through its Board of Pensions, joined by The Domestic and Foreign
Missionary Society of the Protestant Episcopal Church in the United States of
America, Episcopal Church Center, 815 Second Avenue, New York, New York 10017-
4594, The Congregation of Holy Cross, Southern Province, 2111 Brackenridge
Street, Austin, Texas 78704-4322, and the Mercy Consolidated Asset Management
Program, 20 Washington Square North, New York, New York 10011, each of which
own, respectively, 100 shares, 800 shares, and 200 shares of the Corporation's
common stock, have stated their intention to submit jointly the following
resolution and statement to stockholders for approval at the 1997 annual
meeting:
EQUAL CREDIT OPPORTUNITY--COMMUNITY REINVESTMENT
WHEREAS the performance on the aggregate of mortgage lending by all
subsidiaries of Norwest Corporation with respect to community reinvestment and
equal credit opportunity was somewhat below the industry level according to an
analysis for the 1995 Home Mortgage Disclosure Act (HMDA) data by CANICCOR,
WHEREAS, since the end of 1995, Norwest Corporation has acquired the
Prudential Home Mortgage Corporation whose 1995 performance was much poorer
than the performance of Norwest's subsidiaries,
WHEREAS, if Prudential Home Mortgage Corporation had been acquired in 1995,
it would have contributed about 21% to the total mortgage originations of the
combined corporation and would have caused Norwest's performances, as
calculated by CANICCOR, to drop from 17% below the industry level to 24% below
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that level in lending to Black borrowers, from 5% below the industry to 14%
below the industry for lending to Hispanic borrowers, and from 5% below the
industry level to 18% below the industry level in lending to low income
borrowers,
WHEREAS if these lower performances continue into 1996, they raise questions
about the compliance of the Corporation's subsidiaries with respect to the
Equal Credit Opportunity Act (ECOA),
WHEREAS, the Equal Credit Opportunity Act (ECOA) prohibits lenders from
discriminating in any aspect of a credit transaction with regard to race,
national origin, sex, etc., and a lender can be in violation of the ECOA, when
it applies a policy or practice equally to credit applicants, but the policy or
practice has a disproportionately adverse impact on applicants from a group
protected against discrimination. Such a policy or practice is described as
having a "disparate impact" and can only be justified on necessary business
grounds,
WHEREAS several lenders have entered into agreements with the Justice
Department arising out of alleged lending discrimination. These include lenders
such as Northern Trust, Shawmut, and Chevy Chase Federal Savings Bank. The
latter agreed to open a new branch in Washington (DC), and Shawmut agreed to
pay damages to minority loan applicants,
WHEREAS in order to make our corporation's community reinvestment and fair
lending programs encompass its recent acquisitions and joint ventures and to
avoid any possibility of accusations of disparate impact,
BE IT RESOLVED that the shareholders request the board of directors to
develop an overall FAIR LENDING POLICY which includes all financial
subsidiaries of the corporation with a general program goal of achieving at
least the industry level of lending to each major disadvantaged group and to
report annually to shareholders on its achievements.
SUPPORTING STATEMENT
Because of the rapid expansion of Norwest's mortgage operations, the Board of
Directors must take an active role in monitoring the Equal Credit Opportunity
Act compliance of the various subsidiaries both to insure that Norwest's
commitment to fair lending continues and to prevent allegations of non-
compliance with the act.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THIS PROPOSAL,
WHICH PROPOSAL IS IDENTIFIED AS ITEM 5 ON THE ENCLOSED PROXY CARD, FOR THE
FOLLOWING REASONS:
POSITION OF THE BOARD OF DIRECTORS
The Corporation and its subsidiaries are committed to the principles
underlying the Community Reinvestment Act and fair lending laws. Norwest banks
holding more than 75 percent of the Corporation's banking assets have received
outstanding ratings for community reinvestment from the Office of the
Comptroller of the Currency or the Office of Thrift Supervision in their most
recent examinations. The Board of Directors also believes that the Corporation
and its subsidiaries have implemented in substance both the fair lending policy
and reporting aspects of the proposal through existing fair lending policies
and initiatives.
The Corporation and its lending subsidiaries are already required to comply
with extensive federal regulation relating to community reinvestment, equal
credit opportunity and fair lending practices, which, like the proposal, have
the express purpose of promoting equal access to credit to disadvantaged
groups. Information about the Corporation's fair lending record is already
available to all interested persons from the reports and extensive data
required to filed with banking regulators under the Home Mortgage Disclosure
Act and the Community Reinvestment Act. Copies of these reports are available
not only from these regulators, but also from more accessible sources such as
the local public repository for government records, generally a public library
or a local government office, or from the Internet. In the case of a Norwest
bank, a copy of the bank's performance evaluation of its compliance with the
Community Reinvestment Act is available from the bank itself.
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Norwest Mortgage, Inc., in particular, has a stated business goal of
becoming the largest mortgage lender to low and moderate income and minority
borrowers in the United States, and has programs in place to increase lending
in low and moderate income neighborhoods and to minority borrowers. Norwest
Mortgage's commitment to, and progress in achieving these goals were noted by
the Board of Governors of the Federal Reserve System in its Order approving
Norwest Mortgage's acquisition of the assets of Prudential Home Mortgage.
For these reasons, the Board of Directors believes that the Corporation and
its lending subsidiaries have already established and implemented policies and
programs to deal with the issues the proponents raise. The Board of Directors
also believes that business goals, including program goals for lending, should
be set, reviewed, and adjusted by management as conditions change.
Accordingly, the Board of Directors recommends that stockholders vote AGAINST
this proposal.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the annual meeting of
stockholders to be held in 1998 must be received by the Secretary of the
Corporation, at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-1026, no later than November 19, 1997.
ANNUAL REPORTS
The Annual Report of the Corporation for the year 1996, including financial
statements, has been sent to stockholders. THE CORPORATION WILL PROVIDE
WITHOUT CHARGE TO EACH STOCKHOLDER, ON WRITTEN REQUEST, A COPY OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1996, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. If a stockholder requests copies of any exhibits to such
Form 10-K, the Corporation will require the payment of a fee to cover its
reasonable expenses. A written request should be addressed to the Secretary,
Norwest Corporation, Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-1026.
By Order of the Board of Directors,
/s/ Laurel A. Holschuh
LAUREL A. HOLSCHUH
Secretary
March 19, 1997
33
<PAGE>
[LOGO OF NORWEST CORPORATION APPEARS HERE]
<PAGE>
[NORWEST LOGO NORWEST CORPORATION
APPEARS HERE]
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This proxy is solicited by the Board of Directors for use at the
Annual Meeting on Tuesday, April 22, 1997.
The shares of common stock of Norwest Corporation (the "Corporation") which you
are entitled to vote on March 4, 1997, will be voted as you specify on this
card.
If no choice is specified, this proxy will be voted "FOR" Items 1
through 3, and "AGAINST" Items 4 and 5.
By signing this proxy, you revoke all prior proxies and appoint William H.
Queenan, Stanley S. Stroup, and John T. Thornton, and each of them, with full
power of substitution, to vote your shares as specified on this card and on any
other business which may properly come before the Annual Meeting or any
adjournment thereof.
The Board of Directors recommends a vote "FOR" Items 1, 2, and 3.
Item 1. Election of Directors. Nominees: Leslie S. Biller, J.A. Blanchard III,
David A. Christensen, Pierson M. Grieve, Charles M. Harper, William A.
Hodder, Lloyd P. Johnson, Reatha Clark King, Richard M. Kovacevich,
Richard S. Levitt, Richard D. McCormick, Cynthia H. Milligan, Benjamin
F. Montoya, Ian M. Rolland, and Michael W. Wright.
[_] FOR [_] WITHHOLD FOR ALL
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write the nominee's name on the line below.)
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Item 2. Approval of an amendment to the Corporation's Restated Certificate of
Incorporation to increase the authorized shares of common stock from
500,000,000 to 1,000,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
Item 3. Ratification of appointment of KPMG Peat Marwick LLP as auditors.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued, and to be signed and dated, on the reverse side)
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<PAGE>
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The Board of Directors recommends a vote "AGAINST" Items 4 and 5.
Item 4. Approval of a stockholder proposal relating to
cumulative voting requesting the Board of
Directors of the Corporation to take those
steps necessary to provide for cumulative
voting in the election of directors.
[_] FOR [_] AGAINST [_] ABSTAIN
Item 5. Approval of a stockholder proposal relating to
the Corporation's fair lending policy
requesting the Board of Directors to develop
fair lending policies for the Corporation's
financial subsidiaries with the goal of
achieving at least the industry level of
lending to each major disadvantaged group and
to report to stockholders annually on its
achievements.
NORWEST CORPORATION [_] FOR [_] AGAINST [_] ABSTAIN
ANNUAL MEETING
Dated:_________________, 1997
Lutheran Brotherhood _____________________________
Auditorium Signature
625 Fourth Avenue South
Minneapolis, Minnesota _____________________________
Signature
APRIL 22, 1997
10:00 a.m.,
Minneapolis Time Please sign exactly as your name
appears above. In the case of
joint owners, each should sign.
If signing as executor, trustee,
guardian, or in any other
representative capacity or as an
officer of a corporation, please
indicate your full title as
such.
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<PAGE>
(Norwest logo) NORWEST CORPORATION
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NORWEST CORPORATION SAVINGS INVESTMENT PLAN
CONFIDENTIAL VOTING INSTRUCTIONS TO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
TRUSTEE
I hereby direct that the voting rights pertaining to the stock of Norwest
Corporation held by the Norwest Corporation Master Savings Trust (the "Trust")
and allocable to my account under the above Plan as of March 4, 1997, shall be
exercised at the Annual Meeting of Stockholders of said Corporation to be held
April 22, 1997, and at any adjournment thereof, as specified on this instruction
card and also on any other business as may properly come before said meeting or
any adjournment thereof.
This instruction card must be returned to Norwest Bank Minnesota, National
Association, Trustee, by April 15, 1997, if your instructions are to be honored.
The Trustee will tabulate the instructions from all Participants received by the
deadline and will determine the ratio of votes for and against each item. The
Trustee will then vote all shares held in the Trust according to the ratios so
determined.
If no choice is specified, this proxy will be voted "FOR" Items 1 through 3, and
"AGAINST" Items 4 and 5.
The Board of Directors recommends a vote "FOR" Items 1, 2, and 3.
Item 1. Election of Directors. Nominees: Leslie S. Biller, J.A. Blanchard III,
David A. Christensen, Pierson M. Grieve, Charles M. Harper, William A.
Hodder, Lloyd P. Johnson, Reatha Clark King, Richard M. Kovacevich,
Richard S. Levitt, Richard D. McCormick, Cynthia H. Milligan, Benjamin
F. Montoya, Ian M. Rolland and Michael W. Wright.
[_] FOR [_] WITHHOLD FOR ALL
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the nominee's name on the line below.)
-----------------------------------------------------------------------
Item 2. Approval of an amendment to the Corporation's Restated Certificate of
Incorporation to increase the authorized shares of common stock from
500,000,000 to 1,000,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
Item 3. Ratification of appointment of KPMG Peat Marwick LLP as auditors.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued, and to be signed and dated, on the reverse side)
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<PAGE>
The Board of Directors recommends a vote "AGAINST" Items 4 and 5.
Item 4. Approval of a stockholder proposal relating to
cumulative voting requesting the Board of
Directors of the Corporation to take those steps
necessary to provide for cumulative voting in
the election of directors.
[_] FOR [_] AGAINST [_] ABSTAIN
NORWEST CORPORATION Item 5. Approval of a stockholder proposal
relating to the Corporation's fair lending
ANNUAL MEETING policy requesting the Board of Directors to
develop fair lending policies for the
Lutheran Brotherhood Corporation's financial subsidiaries with the
Auditorium goal of achieving at least the industry level
625 Fourth Avenue South of lending to each major disadvantaged group
Minneapolis, Minnesota and to report to stockholders annually on its
achievements.
[_] FOR [_] AGAINST [_] ABSTAIN
APRIL 22, 1997
10:00 a.m., Minneapolis Dated:__________________, 1997
Time
-----------------------------------
Signature of Participant
PLEASE DATE, SIGN AND MAIL this instruction card
promptly using the enclosed envelope.
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<PAGE>
(Norwest logo) NORWEST CORPORATION
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BENSON FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
CONFIDENTIAL VOTING INSTRUCTIONS TO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, TRUSTEE
I hereby direct that the voting rights pertaining to the stock of Norwest
Corporation ("Norwest") held by the Benson Financial Corporation Employee
Stockownership Plan and Trust (the "Plan") and allocable to my account under the
above Plan as of December 31, 1996, shall be exercised at the Annual Meeting of
Stockholders of Norwest Corporation to be held April 22, 1997, and at any
adjournment thereof, as specified on this instruction card and also on any other
business as may properly come before said meeting or any adjournment thereof.
This instruction card must be returned to Norwest Bank Minnesota, National
Association, Trustee, by April 15, 1997, if your instructions are to be honored.
The Trustee will tabulate the instructions from all Participants received by the
deadline and will determine the votes for and against each item. The Trustee
will then vote the shares allocated to each Participant's account and held in
the Trust as each Participant specifies on this proxy card. The number of shares
shown on the reverse of this card represents the number of shares of Norwest
common stock into which your shares of Benson Financial Corporation ("Benson")
common stock allocated to your Plan account as of December 31, 1996 were
converted based on the conversion ratio in effect in connection with the
Norwest's acquisition of Benson.
If no choice is specified, this proxy will be voted "FOR" Items 1 through 3, and
"AGAINST" Items 4 and 5.
The Board of Directors recommends a vote "FOR" Items 1, 2, and 3.
Item 1. Election of Directors. Nominees: Leslie S. Biller, J.A. Blanchard III,
David A. Christensen, Pierson M. Grieve, Charles M. Harper, William A.
Hodder, Lloyd P. Johnson, Reatha Clark King, Richard M. Kovacevich,
Richard S. Levitt, Richard D. McCormick, Cynthia H. Milligan, Benjamin
F. Montoya, Ian M. Rolland, and Michael W. Wright.
[_] FOR [_] WITHHOLD FOR ALL
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the nominee's name on the line below.)
------------------------------------------------------------------------
(Continued, and to be signed and dated, on the reverse side)
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<PAGE>
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Item 2. Approval of an amendment to the Corporation's Restated Certificate of
Incorporation to increase the authorized shares of common stock from
500,000,000 to 1,000,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
Item 3. Ratification of appointment of KPMG Peat Marwick LLP as auditors.
[_] FOR [_] AGAINST [_] ABSTAIN
The Board of Directors recommends a vote "AGAINST" Items 4 and 5.
Item 4. Approval of a stockholder proposal relating to cumulative voting
requesting the Board of Directors of the Corporation to take those
steps necessary to provide for cumulative voting in the election of
directors.
[_] FOR [_] AGAINST [_] ABSTAIN
Item 5. Approval of a stockholder proposal relating to the Corporation's fair
lending policy requesting the Board of Directors to develop fair
lending policies for the Corporation's financial subsidiaries with the
goal of achieving at least the industry level of lending to each major
disadvantaged group and to report to stockholders annually on its
achievements.
[_] FOR [_] AGAINST [_] ABSTAIN
Dated:______________, 1997
--------------------------
Signature of Participant
PLEASE DATE, SIGN AND MAIL this instruction card promptly using the enclosed
envelope.
NORWEST CORPORATION
ANNUAL MEETING
Lutheran Brotherhood Auditorium
625 Fourth Avenue South
Minneapolis, Minnesota
APRIL 22, 1997
10:00 a.m., Minneapolis Time
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