<PAGE>
As filed with the Securities and Exchange Commission on September 4, 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
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Robert J. Kaukol
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
--------------------
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
<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 37,000,000 $29.75 $1,100,750,000 $324,721.25(2)
per share) (1) Shares
=====================================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred stock
purchase right.
(2) Based on .000295 of the proposed maximum offering price.
=========================================================================
<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) quarterly reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; (iii) current reports on Form 8-K filed
January 22, 1998, April 20, 1998, April 22, 1998, June 8, 1998, June 9, 1998,
June 12, 1998, June 18, 1998, July 22, 1998 and August 5, 1998; (iv) current
report on Form 8-K filed October 13, 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 October 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.
The consolidated financial statements of Norwest Corporation and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, incorporated by reference herein,
have been incorporated herein in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of Norwest. Mr. Stroup beneficially owns shares
of Norwest common stock and options to purchase additional shares of Norwest
common stock. As of the date of this registration statement, the number of
shares Mr. Stroup owns or has the right to acquire upon exercise of his options
is, in the aggregate, less than 0.1% of the outstanding shares of Norwest common
stock.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the Registrant provides for broad indemnification of
directors and officers. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) ((S)230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 of
section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such posteffective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a posteffective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on September 4,
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 SEPTEMBER 4, 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 )
SUSAN E. ENGEL )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- --------------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
---------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
- ------- ----------- ------------------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of Norwest Corporation,
as amended (incorporated by reference to Exhibit 3(b) to
Norwest's Current Report on Form 8-K dated June 28, 1993
(filed July 6, 1993), Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995 (filed July 3, 1995), Exhibit 3 to
Norwest's Current Report on Form 8-K dated June 3, 1997 (filed
June 10, 1997), and Exhibit 3 to Norwest's Current Report on
Form 8-K dated June 12, 1998 (filed June 12, 1998)).
4.2 By-Laws (incorporated by reference to Exhibit 3 to Norwest's
Current Report on Form 8-K dated October 10, 1997).
4.3 Rights Agreement, dated as of November 22, 1988, between
Norwest Corporation and Citibank, N.A., (incorporated by
reference to Exhibit 1 to Norwest's Form 8-A dated December 6,
1988); and Certificate of Adjustment dated October 10, 1997 to
Rights Agreement (incorporated by reference to Exhibit 5 to
Form 8-A/A dated October 14, 1997).
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
99.1 Long-Term Incentive Compensation Plan, as amended effective
April 28, 1998 (incorporated by reference to Exhibit 10(b) to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 (File No. 1-2979)).
99.2 Form of Non-Qualified Stock Option Agreement with Right to Electronic Transmission
Acquire Accelerated Ownership Stock Option
99.3 Form of Accelerated Ownership Non-Qualified Stock Option Electronic Transmission
Agreement
</TABLE>
<PAGE>
EXHIBIT 5
[Letterhead of Stanley S. Stroup]
September 4, 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 a maximum of 37,000,000 shares of the common stock, par value of
$1-2/3 per share (the "Shares"), of Norwest Corporation (the "Corporation"),
which may be issued pursuant to the Corporation's Long-Term Incentive
Compensation Plan (the "Plan"), I have examined such corporate records and other
documents, including the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission relating to the Shares (the "Registration
Statement"), and have reviewed such matters of law as I have deemed necessary
for this opinion. I advise you that in my opinion:
1. The Corporation is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When issued in accordance with the terms of the Plan, the Shares will be
legally and validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 15, 1998 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
registration statement.
/s/ KPMG Peat Marwick LLP
September 4, 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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/s/ Susan E. Engel
-----------------------------------
Susan E. Engel
<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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/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 a maximum of 37,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Norwest Corporation Long-Term Incentive Compensation
Plan, and to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of July, 1998.
/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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/s/ Ian M. Rolland
-----------------------------------
Ian M. Rolland
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of NORWEST CORPORATION, a Delaware corporation, does hereby make, constitute and
appoint RICHARD M. KOVACEVICH, 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 a maximum of
37,000,000 shares of Common Stock of the Corporation which may be issued
pursuant to the Norwest Corporation Long-Term Incentive Compensation Plan, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
28th day of July, 1998.
/s/ Michael W. Wright
-----------------------------------
Michael W. Wright
<PAGE>
EXHIBIT 99.2
FORM OF AGREEMENT "AE"
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
WITH RIGHT TO ACQUIRE ACCELERATED OWNERSHIP STOCK OPTION
GRANT DATE:
EMPLOYEE'S NAME
1. GRANT OF OPTION - GRANT. The Corporation has granted the Employee a Non-
Qualified Stock Option ("Option") to purchase _______ Shares of the
Corporation's common stock ("Stock").
2. OPTION PURCHASE PRICE. The Option purchase price is $________per Share.
3. TERM AND EXERCISE OF OPTION. The Option will become exercisable in one year
as indicated in the attached Statement of Option Activity. The Option may be
exercised between the vesting date and the expiration date indicated in the
Statement of Option Activity provided you are continuously employed by the
Corporation or an Affiliate ("Norwest"). If your employment with Norwest is
terminated, the Option may be exercised only as described in paragraph 4 below.
While you are alive, the Option may be exercised only by you or your legal
representative.
To exercise all or part of the Option, deliver a "Notice of Exercise" to the
Norwest Corporation Stock Option Administrator, Norwest Center, Sixth and
Marquette, Minneapolis, MN 55479-1037, specifying the number of whole Shares you
wish to purchase. You must pay the total Option price for that number of Shares
on the day that you exercise either (a) in cash or (b) in whole Shares of Stock
valued at its Fair Market Value on the date of exercise (except that cash may be
used to buy up to the next whole Share). If Stock is used to pay the purchase
price, the Stock used must have been (x) owned by you for at least six months
prior to the date of exercise or purchased by you in the open market and (y)
must not have been used in a stock-for-stock swap transaction within the
preceding six months.
4. RETIREMENT, DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT. If you
retire and are entitled to a benefit under Section 6.1 or Section 6.2 of the
Norwest Corporation Pension Plan or under Section 4.1 or Section 4.2 of the
Norwest Financial Pension Plan then (a) any increment of the Option that vests
within one year from the date of such retirement will immediately vest and be
exercisable until the expiration date indicated in the Statement of Option
Activity or until one year after your date of death, whichever occurs first and
(b) any increment of the Option that vests more than one year from the date of
such retirement will be cancelled effective as of the date of such retirement.
If you become permanently disabled while you are employed by Norwest, then your
entire Option is immediately vested and exercisable and will remain exercisable
until one year after your date of death or until the Option expires, whichever
occurs first. If you die while you are employed by Norwest, the entire Option is
immediately vested and exercisable, and the beneficiary as set forth in the Plan
may exercise the Option until one year from the date of your death or until the
Option expires, whichever occurs first.
If you leave Norwest's employment for any reason other than death, permanent
disability, Retirement, or discharge for cause, you may exercise through the
last business day of the month following the month in which your termination of
employment occurs, that part of the Option which was exercisable on the date of
termination. If you are discharged for cause, the Option will expire upon
receipt by you of oral or written notice of termination. Termination of
employment does not include a leave of absence approved by the Committee.
5. WITHHOLDING TAXES. When you exercise this Option, you agree to pay all
required withholding taxes to your Norwest employer. Income taxes are computed
based on the difference between the Fair Market Value (the average of the
highest and lowest prices of Norwest common stock) of the Shares acquired on the
date of exercise and the Option price for those Shares. Taxes may be paid either
in cash or, if you elect, by having the Corporation withhold from the Shares to
be issued a number of shares (valued at their Fair Market Value on the date of
exercise) necessary to satisfy the taxes. The Corporation is not obligated to
deliver the Shares until withholding obligations are met.
6. AWARD OF ACCELERATED OWNERSHIP NON-QUALIFIED STOCK OPTION ("AO"). If you
exercise this Option while you are employed by Norwest and pay the purchase
price in Stock, you are hereby granted an AO at the Fair Market Value on the
date of such exercise. The AO grant equals the number of whole Shares used in
the swap exercise to pay the purchase price plus a number of Shares with respect
to taxes payable upon exercise, determined in accordance with procedures
approved by the Committee which take into account estimated incremental tax
rates. Subject to the provisions of paragraphs 3 and 4, the AO may be exercised
between the date of grant and the date of expiration of this Option. The AO
shall be evidenced by an agreement containing such other terms and conditions as
the Committee approves. No AO is granted if the Option is exercised after your
Retirement, permanent disability, death or other termination of employment.
7. TRANSFERABILITY OF OPTION. This Option may be transferred only by will, the
laws of descent and distribution or by your designating a beneficiary in
accordance with Section 9.1(e) of the Plan.
8. NO AGREEMENT FOR NORWEST TO CONTINUE YOUR EMPLOYMENT. Nothing in this
Agreement gives you any right to continued employment and Norwest may terminate
you at any time for any reason.
9. GENERAL RESTRICTIONS. The Corporation may delay the exercise of any Option if
it determines that (a) the Shares subject to the Option should be listed,
registered or qualified on any securities exchange or under any law, or (b) the
consent of a regulatory body is desirable.
10. ADDITIONAL PROVISIONS AND INTERPRETATION OF THIS AGREEMENT. This Agreement
is subject to the provisions of the Plan. Capitalized terms not defined in this
Agreement are used as defined in the Plan. If the Plan and this Agreement are
inconsistent, provisions of the Plan will govern. Interpretations of the Plan
and this Agreement by the Committee are binding on you and the Corporation.
<PAGE>
EXHIBIT 99.3
AGREEMENT "AO-G"
NORWEST CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
ACCELERATED OWNERSHIP NON-QUALIFIED STOCK OPTION AGREEMENT
GRANT DATE: ((GRANTDATE))
EMPLOYEE'S NAME: ((FNAME)) ((LNAME))
1. GRANT OF AO - GRANT # ((GRANTNO)). The Corporation has granted the Employee
an Accelerated Ownership Non-Qualified Stock Option ("AO") to purchase
((SHARES)) shares of the Corporation's common stock ("Stock").
2. AO PURCHASE PRICE. The AO purchase price is $((OPTIONPRICE)) per Share.
3. TERM AND EXERCISE OF AO. The AO is exercisable as of the date of grant as
indicated in the attached Statement of Option Activity. The AO may be exercised
between the grant/vesting date and the expiration date indicated in the
Statement of Option Activity provided you are continuously employed by the
Corporation or an Affiliate ("Norwest"). If your employment with Norwest is
terminated, the AO may be exercised only as described in paragraph 4 below.
While you are alive the AO may be exercised only by you or your legal
representative.
To exercise all or part of the AO, deliver a "Notice of Exercise" to the Norwest
Corporation Stock Option Administrator, Norwest Center, Sixth and Marquette,
Minneapolis, MN 55479-1037, specifying the number of whole Shares you wish to
purchase. You must pay the total AO price for that number of Shares on the day
that you exercise either (a) in cash or (b) in whole Shares of Stock valued at
its Fair Market Value on the date of exercise (except that cash may be used to
buy up to the next whole Share). If Stock is used to pay the purchase price, the
Stock used must have been (x) owned by you for at least six months prior to the
date of exercise or purchased by you in the open market and (y) must not have
been used in a stock-for-stock swap transaction within the preceding six months.
4. RETIREMENT, DISABILITY, DEATH OR OTHER TERMINATION OF EMPLOYMENT. If you
retire and are entitled to a benefit under Section 6.1 or Section 6.2 of the
Norwest Corporation Pension Plan or under Section 4.1 or Section 4.2 of the
Norwest Financial Pension Plan or if you become permanently disabled, the AO may
be exercised until the expiration date indicated in the Statement of Option
Activity or within one year after your date of death, whichever occurs first. If
you die while you are employed by Norwest, the beneficiary as set forth in the
Plan may exercise the AO within one year after the date of your death. However,
no one may exercise the AO after the expiration date indicated in the Statement
of Option Activity.
If you leave Norwest's employment for any reason other than death, disability,
Retirement or discharge for cause, you may exercise through the last business
day of the month following the month in which your termination of employment
occurs. If you are discharged for cause, the AO will expire upon receipt by you
of oral or written notice of termination. Termination of employment does not
include a leave of absence approved by the Committee.
5. WITHHOLDING TAXES. When you exercise this AO, you agree to pay all required
withholding taxes to your Norwest employer. Income taxes are computed based on
the difference between the Fair Market Value (the average of the highest and
lowest prices of Norwest common stock) of the Shares acquired on the date of
exercise and the AO price for those Shares. Taxes may be paid either in cash or,
if you elect, by having the Corporation withhold from the Shares to be issued a
number of shares (valued at their Fair Market Value on the date of exercise)
necessary to satisfy the taxes. The Corporation is not obligated to deliver the
Shares until withholding obligations are met.
6. TRANSFERABILITY OF AO. This AO may be transferred only by will, the laws of
descent and distribution or by your designating a beneficiary in accordance with
Section 9.1(e) of the Plan.
7. NO AGREEMENT FOR NORWEST TO CONTINUE YOUR EMPLOYMENT. Nothing in this
Agreement gives you any right to continued employment and Norwest may terminate
you at any time for any reason.
8. GENERAL RESTRICTIONS. The Corporation may delay the exercise of any AO if it
determines that (a) the Shares subject to the AO should be listed, registered or
qualified on any securities exchange or under any law, or (b) the consent of a
regulatory body is desirable.
9. ADDITIONAL PROVISIONS AND INTERPRETATION OF THIS AGREEMENT. This Agreement is
subject to the provisions of the Plan. Capitalized terms not defined in this
Agreement are used as defined in the Plan. If the Plan and this Agreement are
inconsistent, provisions of the Plan will govern. Interpretations of the Plan
and this Agreement by the Committee are binding on you and the Corporation.
