NORWEST CORP
S-8, 1998-04-23
NATIONAL COMMERCIAL BANKS
Previous: NORTHERN STATES POWER CO /MN/, 8-K, 1998-04-23
Next: OGDEN CORP, PREC14A, 1998-04-23



<PAGE>
 
     As filed with the Securities and Exchange Commission on April 23, 1998
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                               NORWEST CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                              <C>       
             Delaware                          6711                    41-0449260
(State or other jurisdiction of    (Primary Standard Industrial     (I.R.S. Employer
 incorporation or organization)     Classification Code Number)     Identification No.)
</TABLE>

                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1000
                                  612-667-1293
               (Address, including zip code, and telephone number,
        including area code. of registrant's principal executive offices)

                                Stanley S. Stroup
                  Executive Vice President and General Counsel
                               Norwest Corporation
                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026
                                  612-667-8858
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                    Copy to:
                                Robert J. Kaukol
                               Norwest Corporation
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026

                             ----------------------

              NORWEST CORPORATION BEST PRACTICES PARTNERSHARES PLAN
                            (Full title of the plan)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------- ------------------- -------------------- --------------------- ---------------
        Title of Securities                 Amount         Proposed Maximum      Proposed Maximum      Amount of
               to Be                        to Be           Offering Price          Aggregate         Registration
             Registered                   Registered           Per Share          Offering Price          Fee
- ------------------------------------- ------------------- -------------------- --------------------- ---------------
<S>                                   <C>                 <C>                  <C>                   <C>
Common Stock (par value $1-2/3            24,000,000           $31.34(2)           $752,160,000       $227,927.04
per share) (1)                              Shares
- ------------------------------------- ------------------- -------------------- --------------------- ===============
</TABLE>
(1)  Each share of the  registrant's  common stock includes one preferred  stock
     purchase right.
(2)  In  accordance  with  Rule  457(h)(1),  represents  the  price at which the
     options may be exercised.

================================================================================
<PAGE>
 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Registrant (File No. 1-2979) pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Prospectus: (i) annual report on Form 10-K for the year ended
December 31, 1997; (ii) current reports on Form 8-K dated January 22, 1998,
April 14, 1998; and April 20, 1998; (iv) current report on Form 8-K dated
October 10, 1997 containing a description of the Common Stock; and (v)
registration statement on Form 8-A dated December 6, 1988, as amended pursuant
to Form 8-A/A dated Occtober 14, 1997, relating to preferred stock purchase
rights attached to shares of Common Stock.

     All documents filed by Registrant with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment that indicates all securities
offered have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of such filing. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed document that also is, or is deemed to
be, incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the registrant. The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.


                                      I-1
<PAGE>
 
Item 8. Exhibits.

Exhibits:

4.1    -- Restated Certificate of Incorporation of Norwest Corporation
          (incorporated by reference to Exhibit 3(b) to the Registrant's Current
          Report on Form 8-K dated June 28, 1993 (File No. 1-2979), Exhibit 3 to
          the Registrant's Current Report on Form 8-K dated July 3, 1995 (File
          No. 1-2979) and Exhibit 3 to Norwest's Current Report on Form 8-K
          dated June 3, 1997 (File No. 1-2979)).

4.2    -- By-Laws of Norwest Corporation (incorporated by reference to
          Exhibit 3 to the Registrant's Current Report on Form 8-K dated October
          10, 1997 (File No. 2979)).

4.3    -- Rights Agreement, dated as of November 22, 1988, between Norwest
          Corporation and Citibank, N.A., including as Exhibit A the form of
          Certificate of Designation of Powers, Preferences and Rights setting
          forth the terms of the Series A Junior Participating Preferred Stock,
          without par value (incorporated by reference to Exhibit 1 to the
          Registrant's Form 8-A dated December 6, 1988); Certificate of
          Adjustment dated October 10, 1997 (incorporated by reference to
          Exhibit 5 to Form 8-A/A dated October 14, 1997).

4.4    -- Certificate of Designations of Powers, Preferences, and Rights of
          Norwest ESOP Cumulative Convertible Preferred Stock (incorporated by
          reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
          the quarter ended March 31, 1994 (File No. 1-2979)).

4.5    -- Certificate of Designations of Powers, Preferences, and Rights of
          Norwest Cumulative Tracking Preferred Stock (incorporated by reference
          to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
          1995 (File No. 1-2979)).

4.6    -- Certificate of Designations of Powers, Preferences, and Rights of
          Norwest 1995 ESOP Cumulative Convertible Preferred Stock (incorporated
          by reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 1995 (File No. 1-2979)).

4.7    -- Certificate of Designations with respect to the 1996 ESOP
          Cumulative Convertible Preferred Stock (incorporated by reference to
          Exhibit 3 to Norwest's Current Report on Form 8-K dated November 26,
          1996 (File No. 1-2979)).

4.8    -- Certificate of Designations with respect to the 1997 ESOP
          Cumulative Convertible Preferred Stock (incorporated by reference to
          Exhibit 3 to Norwest's Current Report on Form 8-K dated April 14, 1997
          (File No. 1-2979)).

4.9    -- Certificate of Designations with respect to the 1998 ESOP
          Cumulative Convertible Preferred Stock (incorporated by reference to
          Exhibit 3 to Norwest's Current Report on Form 8-K dated April 20, 1998
          (File No. 1-2979)).

5      -- Opinion of General Counsel of Norwest Corporation.

23.1   -- Consent of General Counsel of Norwest Corporation (included as part
          of Exhibit 5 filed herewith).

23.2   -- Consent of KPMG Peat Marwick LLP.


                                      I-2
<PAGE>
 
24     -- Powers of Attorney.

99     -- Norwest Corporation Best Practices PartnerShares Plan (as amended
          and restated September 23, 1997).

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          posteffective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933.

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent posteffective amendment thereof) which, individually or in
               the aggregate, represent a fundamental change in the information
               set forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in
               the aggregate, the changes in volume and price represent no more
               than 20% change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          provided, however, that paragraphs (i) and (ii) above do not apply if
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to section 13
          of section 15(d) of the Exchange Act that are incorporated by
          reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such posteffective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a posteffective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers, and controlling persons of
     the registrant pursuant to the foregoing 

                                      I-3
<PAGE>
 
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the registrant of expenses incurred
     or paid by a director, officer, or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer, or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.







                                      I-4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 23, 1998.

                                       NORWEST CORPORATION

                                       By:    /s/ Richard M. Kovacevich
                                           -------------------------------------
                                                  Richard M. Kovacevich
                                           President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 23, 1998 by the following
persons in the capacities indicated:

  /s/ Richard M. Kovacevich            President and Chief Executive Officer
- -----------------------------          (Principal Executive Officer)
      Richard M. Kovacevich             

  /s/ John T. Thornton                 Executive Vice President and Chief
- -----------------------------          Financial Officer
      John T. Thornton                 (Principal Financial Officer)

  /s/ Michael A. Graf                   Senior Vice President and Controller
- -----------------------------           (Principal Accounting Officer)
      Michael A. Graf                    

LES BILLER                   )
J.A. BLANCHARD III           )
DAVID A. CHRISTENSEN         )
PIERSON M. GRIEVE            )
CHARLES M. HARPER            )
WILLIAM A. HODDER            )
LLOYD P. JOHNSON             )          A majority of the
REATHA CLARK KING            )          Board of Directors*
RICHARD M. KOVACEVICH        )
RICHARD S. LEVITT            )
RICHARD D. McCORMICK         )
CYNTHIA H. MILLIGAN          )
BENJAMIN F. MONTOYA          )
IAN M. ROLLAND               )


*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.

                                       /s/ Richard M. Kovacevich
                                       -----------------------------------------
                                       Richard M. Kovacevich
                                       Attorney-in-Fact



                                      I-5
<PAGE>
 
                                INDEX TO EXHIBITS

Exhibit                                                               Form of
Number   Description                                                  Filing
- -------  -----------                                                  -------
4.1      Restated Certificate of Incorporation of Norwest
         Corporation (incorporated by reference to Exhibit 3(b)
         to the Registrant's Current Report on Form 8-K dated
         June 28, 1993 (File No. 1-2979), Exhibit 3 to the
         Registrant's Current Report on Form 8-K dated July 3,
         1995 (File No. 1-2979) and Exhibit 3 to Norwest's
         Current Report on Form 8-K dated June 3, 1997 (File No.
         1-2979)).

4.2      By-Laws of Norwest Corporation (incorporated by
         reference to Exhibit 3 to the Registrant's Current
         Report on Form 8-K dated October 10, 1997 (File No.
         2979)).

4.3      Rights Agreement, dated as of November 22, 1988, between
         Norwest Corporation and Citibank, N.A., including as
         Exhibit A the form of Certificate of Designation of
         Powers, Preferences and Rights setting forth the terms
         of the Series A Junior Participating Preferred Stock,
         without par value (incorporated by reference to Exhibit
         1 to the Registrant's Form 8-A dated December 6, 1988);
         Certificate of Adjustment dated October 10, 1997
         (incorporated by reference to Exhibit 5 to Form 8-A/A
         dated October 14, 1997).

4.4      Certificate of Designations of Powers, Preferences, and
         Rights of Norwest ESOP Cumulative Convertible Preferred
         Stock (incorporated by reference to Exhibit 4 to
         Norwest's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1994 (File No. 1-2979)).

4.5      Certificate of Designations of Powers, Preferences, and
         Rights of Norwest Cumulative Tracking Preferred Stock
         (incorporated by reference to Exhibit 3 to Norwest's
         Current Report on Form 8-K dated January 9, 1995 (File
         No. 1-2979)).

4.6      Certificate of Designations of Powers, Preferences, and
         Rights of Norwest 1995 ESOP Cumulative Convertible
         Preferred Stock (incorporated by reference to Exhibit 4
         to Norwest's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1995 (File No. 1-2979)).

4.7      Certificate of Designations with respect to the 1996
         ESOP Cumulative Convertible Preferred Stock
         (incorporated by reference to Exhibit 3 to Norwest's
         Current Report on Form 8-K dated November 26, 1996 (File
         No. 1-2979)).

4.8      Certificate of Designations with respect to the 1997
         ESOP Cumulative Convertible Preferred Stock
         (incorporated by reference to Exhibit 3 to Norwest's
         Current Report on Form 8-K dated April 14, 1997 (File
         No. 1-2979)).
<PAGE>
 
4.9      Certificate of Designations with respect to the 1998
         ESOP Cumulative Convertible Preferred Stock
         (incorporated by reference to Exhibit 3 to Norwest's
         Current Report on Form 8-K dated April 20, 1998 (File
         No. 1-2979)).

5        Opinion of General Counsel of Norwest 
         Corporation.                                    Electronic Transmission

23.1     Consent of General Counsel of Norwest Corporation
         (included as part of Exhibit 5 filed herewith).

23.2     Consent of KPMG Peat Marwick LLP.               Electronic Transmission

24       Powers of Attorney.                             Electronic Transmission

99       Norwest Corporation Best Practices PartnerShares 
         Plan (as amended and restated 
         September 23, 1997)                             Electronic Transmission

<PAGE>
 
                                                                       EXHIBIT 5

                       [Letterhead of Stanley S. Stroup]

April 23, 1998


Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of 24,000,000 shares of common stock, par value of $1-2/3 per share
(the "Common Stock"), of Norwest Corporation (the "Corporation"), as adjusted to
reflect the two-for-one split of the Common Stock in the form of a 100% stock
dividend distributed on October 10, 1997 (the "Shares"), that may be issued
pursuant to the Norwest Corporation Best Practices PartnerShares Plan, as
amended and restated September 23, 1997 (the "Plan"), I have examined such
corporate records and other documents, including the registration statement on
Form S-8 to be filed with the Securities and Exchange Commission relating to the
Shares (the "Registration Statement"), and have reviewed such matters of law as
I have deemed necessary for this opinion. I advise you that in my opinion:

1.   The Corporation is a corporation duly organized and existing under the laws
     of the State of Delaware.

2.   The Shares, when issued in accordance with the terms of the Plan, will be
     legally and validly issued and fully paid and nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,



/s/ Stanley S. Stroup

<PAGE>
 
                                                                    EXHIBIT 23.2



                      [LETTERHEAD OF KPMG PEAT MARWICK LLP]



                          Independent Auditors' Consent



The Board of Directors
Norwest Corporation:

We consent to the use of our report dated January 15, 1998  incorporated  herein
by reference.



                                       /s/ KPMG Peat Marwick LLP


April 23, 1998
Minneapolis, Minnesota

<PAGE>
 
                                                                      EXHIBIT 24


                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.



                                                       /s/ Les Biller
                                              ----------------------------------
                                                           Les Biller
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.



                                                    /s/ J.A. Blanchard III
                                              ----------------------------------
                                                        J.A. Blanchard III
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.



                                                   /s/ David A. Christensen
                                              ----------------------------------
                                                       David A. Christensen
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.



                                                    /s/ Pierson M. Grieve
                                              ----------------------------------
                                                        Pierson M. Grieve
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                    /s/ Charles M. Harper
                                              ----------------------------------
                                                        Charles M. Harper
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.

 
                                                   /s/ William A. Hodder
                                              ----------------------------------
                                                       William A. Hodder
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                     /s/ Lloyd P. Johnson
                                              ----------------------------------
                                                         Lloyd P. Johnson
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                  /s/ Reatha Clark King
                                              ----------------------------------
                                                      Reatha Clark King
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                  /s/ Richard M. Kovacevich
                                              ----------------------------------
                                                      Richard M. Kovacevich
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                    /s/ Richard S. Levitt
                                              ----------------------------------
                                                        Richard S. Levitt
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                  /s/ Richard D. McCormick
                                              ----------------------------------
                                                      Richard D. McCormick
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                    /s/ Cynthia H. Milligan
                                              ----------------------------------
                                                        Cynthia H. Milligan
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                  /s/ Benjamin F. Montoya
                                              ----------------------------------
                                                      Benjamin F. Montoya
<PAGE>
 
                               NORWEST CORPORATION

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 12,000,000 shares of Common Stock of the Corporation, subject to adjustment
to reflect the two-for-one stock split effected in the form of a 100 percent
Common Stock dividend declared by the Board of Directors on the date hereof to
be distributed on October 10, 1997, which may be issued pursuant to the Norwest
Corporation Best Practices PartnerShares Plan, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of September, 1997.


                                                     /s/ Ian M. Rolland
                                              ----------------------------------
                                                         Ian M. Rolland

<PAGE>
 
                                                                      Exhibit 99


                       NORWEST CORPORATION BEST PRACTICES
                               PARTNERSHARES PLAN

                  (As restated to reflect the two-for-one stock
                   split in the form of a 100% stock dividend
                        distributed on October 10, 1997)



                                    ARTICLE I
                               PURPOSE OF THE PLAN

     The Norwest Corporation Best Practices PartnerShares Plan is intended to
enhance the profitability and value of the Corporation by providing
performance-based incentives and additional equity ownership opportunities to
Eligible Employees of the Corporation and its Affiliates.

                                   ARTICLE II
                 DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

     2.1 General Definitions. As used herein, the following capitalized terms
have the following respective meanings.

     (a)  "Affiliate" means any corporation or limited liability company, a
          majority of the voting stock or membership interest of which is
          directly or indirectly owned by the Corporation, and any partnership
          or joint venture designated by the President or any Executive Vice
          President of the Corporation in which any such corporation or limited
          liability company is a partner or joint venturer.

     (b)  "Award" means any Option and any Stock Right granted to an Eligible
          Employee pursuant to Section 6.1 of the Plan, including all rights and
          interests that arise out of or are otherwise related to such Option or
          Stock Right.

     (c)  "Award Term Sheet" means the document provided to or otherwise made
          available to a Participant which describes the Award granted to the
          Participant and sets forth the terms, conditions and restrictions
          specific to the Award.

     (d)  "Board" means the Corporation's board of directors.

     (e)  "Committee" means the Human Resource Committee of the Board, as such
          committee is comprised from time to time, or any other committee
          designated by the Board to administer the Plan.

     (f)  "Common Stock" means the Corporation's common stock, par value $1-2/3
          per share.

     (g)  "Corporation" means Norwest Corporation and its successors.

     (h)  "Disability" means a disability which would entitle a Participant to
          receive a disability benefit under the Corporation's Long-Term
          Disability Plan, as from time to time in effect, whether or not the
          Participant is then participating in such plan.

     (i)  "Eligible Employee" means any employee of the Corporation or an
          Affiliate other than (i) an employee who is subject to Section 16 of
          the Securities Exchange Act of 1934, as 
<PAGE>
 
          amended from time to time, (ii) a temporary or casual employee, (iii)
          a leased employee, and (iv) any person classified by the Corporation
          or an Affiliate as an independent contractor as of the date of an
          Award regardless of whether the person is subsequently determined by
          any court or governmental agency to then have been an employee.

     (j)  "Fair Market Value" means the closing price of a share of Common Stock
          as reported on the New York Stock Exchange composite tape for a given
          date or, in the absence of sales on a given date, such closing price
          for the immediately preceding day on which a sale occurred.

     (k)  "Option" means an option granted under the Plan to purchase shares of
          Common Stock and having such terms, conditions and restrictions as the
          Committee determines.

     (l)  "Participant" means an Eligible Employee who is granted an Award under
          the Plan.

     (m)  "Plan" means this Norwest Corporation Best Practices PartnerShares
          Plan, as amended from time to time.

     (n)  "Retirement" means retirement which entitles a Participant to a
          benefit as defined under Section 6.1 or 6.2 of the Norwest Corporation
          Pension Plan or Section 4.1 or 4.2 of the Norwest Financial Pension
          Plan, as such plans may be amended from time to time.

     (o)  "Share" means a share of Common Stock.

     (p)  "Stock Right" means an award under the Plan of Common Stock or cash
          measured by the value of Common Stock and in each case subject to such
          terms, conditions and restrictions as the Committee determines.

     2.2 Other Definitions. Other capitalized terms used herein and not defined
above are defined where they first appear.

     2.3 Conflicting Provisions. In the event of any conflict or other
inconsistency between the terms of the Plan and the terms of any Award Term
Sheet, the terms of the Plan will control.

                                   ARTICLE III
                  SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN

     3.1 Number of Shares. An aggregate of 38,000,000 Shares (consisting of
14,000,000 Shares authorized by the Board on July 23, 1996, and 24,000,000
Shares authorized by the Board on September 23, 1997) are available for Awards
and as a basis for calculating Awards under the Plan. Shares issued with respect
to Awards may be treasury or new issue Common Stock or a combination of treasury
or new issue Common Stock, as the Corporation determines.

     3.2 Reusage of Shares. Shares identified with Awards that for any reason
terminate or expire unexercised will thereafter be available for other Awards
under the Plan. Shares that are used to pay any portion of the purchase price of
an Award or any portion of a Participant's income tax withholding resulting from
an Award, and Shares used as a basis for calculating cash amounts that are used
to pay any portion of the purchase price of an Award or any portion of a
Participant's income tax withholding resulting from an Award, will also
thereafter be available for Awards or as a basis for calculating Awards under
the Plan.

     3.3 Adjustments. Any change in the number of outstanding shares of Common
Stock occurring by reason of a stock split, stock dividend, spin-off, split-up,
recapitalization or other similar event will be reflected proportionally in (a)
the aggregate number of Shares available for Awards under the 

                                      -2-
<PAGE>
 
Plan as set forth in Section 3.1, (b) the number of Shares identified with
Awards then outstanding, and (c) the purchase price and such other terms, as
appropriate, of Awards then outstanding. The number of Shares, if any,
identified with an Award, after giving effect to any such adjustment, will be
rounded down to the nearest whole Share, and the purchase price of each Award,
after giving effect to any such adjustment, will be rounded down to the nearest
whole cent.

                                   ARTICLE IV
                            PARTICIPATION IN THE PLAN

     The Committee will have discretionary authority to select Participants from
among Eligible Employees and determine the Award or Awards each Participant will
receive. In making such selections and determinations, the Committee will
consider such factors as it deems relevant to effect the purpose of the Plan. No
Eligible Employee will be entitled to receive any additional Awards or otherwise
further participate in the Plan solely because the Eligible Employee was
previously granted an Award.

                                    ARTICLE V
                           ADMINISTRATION OF THE PLAN

     Subject to the terms of the Plan, the Committee will have discretionary
authority to determine the category or categories of Eligible Employees to whom
Awards will be granted, the type and amount of each Award to be granted to each
Eligible Employee in such category or categories, the date of issuance and
duration of each Award, the purchase price of each Award, and such other Award
terms, conditions and restrictions as the Committee deems advisable.
Notwithstanding anything in the Plan to the contrary, the Committee may delegate
any or all of its authority under the Plan to such officers of the Corporation
as the Committee may designate from time to time. All decisions of the Committee
and any such officers made pursuant to the authority granted herein or delegated
by the Committee will be final and binding on all parties.

                                   ARTICLE VI
                                     AWARDS

     6.1 Types. The Committee may grant Options and Stock Rights under the Plan
having such terms, conditions and restrictions as the Committee determines.

     6.2. Price. The Committee will determine the purchase price of each Share
subject to an Option, provided that such purchase price will not be less than
the Fair Market Value on the date the Option is granted and in any event will
not be less than the par value of the Share subject to the Option.

     6.3 Exercise Term. The Committee will determine the term of each Award,
provided that (a) no Award will be exercisable after ten years from the date of
grant and (b) no Award will be exercisable unless a registration statement for
the Shares, if any, underlying the Award is then in effect under the Securities
Act of 1933, as amended, or unless in the opinion of legal counsel registration
under such act is not required.

     6.4 Payment of Purchase Price. Upon exercise of an Option or Stock Right
that requires a payment from the Participant to the Corporation, the amount due
the Corporation may be paid by cash or such other method as the Committee
determines.

     6.5 Award Term Sheet. Each Award will be evidenced by an Award Term Sheet
in such form and not inconsistent with the Plan as the Committee may approve
from time to time. The Committee may include in each Award Term Sheet such terms
and conditions it deems necessary or advisable, including the following: the
terms, conditions and restrictions of the Award; if an Option, the purchase
price and acceptable methods of payment of the purchase price; the Award's
duration; the effect on the 

                                      -3-
<PAGE>
 
Award of the Participant's death, Disability, Retirement or other termination of
employment; and the restrictions against transfer, if any, on the Award or the
Shares subject to the Award.

     6.6 Withholding Taxes. The Corporation and its Affiliates have the right to
withhold, at the time any distribution is made under the Plan, whether in cash
or in Shares, or at the time any Award is exercised, all amounts necessary to
satisfy federal, state and local withholding requirements related to such
distribution or exercise. Any required withholding may be satisfied by cash or
the Corporation's withholding of Shares having a Fair Market Value equal to the
amount required to be withheld, as provided in the Award Term Sheet.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     7.1 Termination of Employment.

                  7.1.1 Due to Death, Disability or Retirement. If a Participant
ceases to be an Eligible Employee by reason of the Participant's Disability or
Retirement, the Participant's Awards will be exercisable for such period or
periods as the Committee determines. If a Participant ceases to be an Eligible
Employee by reason of the Participant's death, the person or persons surviving
at the time of the Participant's death in the first of the following classes of
beneficiaries in which there is a survivor, shall be entitled to exercise the
Participant's Awards for such period or periods as the Committee determines. If
a person in the class surviving dies before exercising the Participant's Awards,
that person's right to receive and exercise the Awards will lapse and the
exercise entitlement will be determined as if that person predeceased the
Participant.

          (a)  Participant's surviving spouse

          (b)  Equally to the Participant's children, except that if any of the
               Participant's children predecease the Participant but leave
               descendants surviving, such descendants shall take by right of
               representation the share their parent would have taken if living

          (c)  Participant's surviving parents equally

          (d)  Participant's surviving brothers and sisters equally

          (e)  Representative of the Participant's estate.

                  7.1.2  Other  than Due to  Death,  Disability  or  Retirement.
Except as otherwise determined by the Committee, if a Participant ceases to be
an Eligible Employee for any reason other than death, Disability or Retirement,
all of the Participant's Awards will terminate immediately without notice of any
kind.

                  7.1.3  Intercompany  Transfers.  Transfers of a  Participant's
employment between the Corporation and an Affiliate or between Affiliates will
not by itself constitute termination of the Participant's Eligible Employee
status for purposes of any Award.

     7.2 Nontransferability. Except as otherwise determined by the Committee,
(a) an Award may be exercised during a Participant's lifetime only by the
Participant or the Participant's legal guardian or legal representative, (b) an
Award may be exercised after the Participant's death only as provided in Section
7.1.1 of the Plan, and (c) no Award may be assigned or otherwise transferred by
the Participant to whom it was granted.

     7.3 Change in Control. On the date that (a) substantially all of the assets
of the Corporation are acquired by another corporation, (b) there is a
reorganization of the Corporation involving an 

                                      -4-
<PAGE>
 
acquisition of the Corporation by another entity, or (c) a majority of the Board
shall be persons other than persons (i) for whose election proxies shall have
been solicited by the Board or (ii) who are then serving as directors appointed
by the Board to fill vacancies on the Board caused by death or resignation (but
not by removal) or to fill newly-created directorships, then (1) all Options and
other Awards that require exercise by Participants and/or payment by
Participants to the Corporation will become immediately exercisable in full and
(2) with respect to all other Awards, all conditions or restrictions to the
receipt thereof will immediately terminate.

     7.4 No Employment Contract. Neither the adoption of the Plan nor the grant
of any Award will (a) confer upon any Eligible Employee any right to continued
employment with the Corporation or any Affiliate or (b) interfere in any way
with the right of the Corporation or any Affiliate to terminate at any time the
employment of any Eligible Employee.

     7.5 Amendment of Plan. The Board or Committee may at any time terminate,
suspend or amend the Plan.

     7.6 Duration of the Plan. The Plan will become effective upon its approval
by the Board and, unless earlier terminated, will remain in effect until all
Shares available for issuance under the Plan have been issued.

     7.7 Reservation of Board Authority. Any action under the Plan required or
permitted to be taken by the Committee may be taken by the Board.


7/23/96
9/23/97
10/2/97

                                      -5-


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission