<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6712 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
420 Montgomery Street
San Francisco, California 94163
415-477-1000
(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
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
415-396-6019
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Robert J. Kaukol
Wells Fargo & Company
1050 17th Street, Suite 120
Denver, Colorado 80265
303-899-5802
______________________________
WELLS FARGO & COMPANY BEST PRACTICES PARTNERSHARES PLAN
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
To Be to Be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1-2/3 8,000,000 $36.25(3) $290,000,000 $85,550
per share) (2) Shares
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 429, an additional 38,000,000 shares of common stock (and
related preferred stock purchase rights) are being carried forward to this
Registration Statement. These shares were previously registered pursuant to
Registration Statement No. 333-09413 (14,000,000 shares) and Registration
Statement No. 333-50789 (24,000,000 shares). Registration fees of
$79,957.00 and $227,927.04, respectively, were paid in connection with
these Registration Statements.
(2) Each share of the registrant's common stock includes one preferred stock
purchase right.
(3) Estimated solely for the purpose of computing the registration fee.
================================================================================
<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:
. Annual Report on Form 10-K for the year ended December 31, 1998;
. Current Report on Form 8-K filed January 29, 1999;
. Current Report on Form 8-K filed October 13, 1997, containing a
description of the Common Stock;
. Registration Statement on Form 8-A dated October 21, 1998, containing a
description of preferred stock purchase rights attached to shares of the
Common Stock; and
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.
ITEM 8. EXHIBITS.
See Exhibit Index
II-1
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) ((S)230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 of section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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
II-2
<PAGE>
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 SAN FRANCISCO, STATE OF CALIFORNIA, ON MARCH 18,
1999.
WELLS FARGO & COMPANY
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 MARCH 18, 1999 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ---------------------------
Richard M. Kovacevich (Principal Executive Officer)
/s/ Rodney L. Jacobs Vice Chairman and Chief Financial Officer
- ----------------------
Rodney L. Jacobs (Principal Financial Officer)
/s/ Les L. Quock Senior Vice President and Controller
- ------------------
Les L. Quock (Principal Accounting Officer)
LES BILLER )
J.A. BLANCHARD III )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL )
PAUL HAZEN )
WILLIAM A. HODDER )
RODNEY L. JACOBS ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
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, as amended (incorporated by
reference to Exhibit 3(b) to Registrant's Current Report on Form 8-K
dated June 28, 1993. Certificates of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3 to Registrant's
Current Report on Form 8-K dated July 3, 1995, and Exhibits 3(b) and
3(c) to Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).
4.1.1 Certificate of Designations for ESOP Cumulative Convertible Preferred
Stock (incorporated by reference to Exhibit 4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
4.1.2 Certificate of Designations for Cumulative Tracking Preferred Stock
(incorporated by reference to Exhibit 3 to Registrant's Current
Report on Form 8-K dated January 9, 1995).
4.1.3 Certificate of Designations for 1995 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995).
4.1.4 Certificate of Designations for 1996 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated November 26, 1996).
4.1.5 Certificate of Designations for 1998 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated April 14, 1998).
4.1.6 Certificate of Designations for 1998 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated April 20, 1998).
4.1.7 Certificate of Designations for Adjustable Cumulative Preferred
Stock, Series B (incorporated by reference to Exhibit 3(j) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
4.1.8 Certificate of Designations for Fixed/Adjustable Rate Noncumulative
Preferred Stock, Series H (incorporated by reference to Exhibit 3(k)
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
4.1.9 Certificate of Designations for Series C Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3(l) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1998).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
- ------ ----------- ------------
<S> <C> <C>
4.1.10 Certificate Eliminating the Certificate of Designations for
Cumulative Convertible Preferred Stock, Series B (incorporated by
reference to Exhibit 3(a) to Registrant's Current Report on Form 8-K
dated November 1, 1995).
4.1.11 Certificate Eliminating the Certificate of Designations for 10.24%
Cumulative Preferred Stock (incorporated by reference to Exhibit 3
to Registrant's Current Report on Form 8-K dated February 20, 1996).
4.2 By-Laws (incorporated by reference to Exhibit 3(m) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998).
4.3 Rights Agreement, dated as of October 21, 1998, between Norwest
Corporation (now named Wells Fargo & Company) and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4.1 to Registrant's Registration Statement on
Form 8-A dated October 21, 1998).
5 Opinion of Stanley S. Stroup. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part of Exhibit 5).
23.2 Consent of KPMG LLP. Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
99 Wells Fargo & Company Best Practices PartnerShares Plan Electronic
(as amended and restated effective November 3, 1998). Transmission
</TABLE>
<PAGE>
EXHIBIT 5
March 18, 1999
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of up to 24,000,000 shares of common stock, par value of $1-2/3 per
share, of Wells Fargo & Company, a Delaware corporation formerly named Norwest
Corporation (the "Company"), and associated preferred stock purchase rights
(such shares and rights collectively the "Shares"), that may be issued pursuant
to the Wells Fargo & Company Best Practices PartnerShares Plan, as amended and
restated effective November 3, 1998 (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 Company 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
Stanley S. Stroup
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Wells Fargo & Company
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wells Fargo & Company of our report dated January 19, 1999, relating
to the consolidated balance sheet of Wells Fargo & Company and Subsidiaries as
of December 31, 1998 and 1997, and the related consolidated statements of
income, changes in stockholders' equity and comprehensive income, and cash flows
for each of the years in the three-year period ended December 31, 1998, which
report is incorporated by reference in the December 31, 1998 Annual Report on
Form 10-K of Wells Fargo & Company.
/s/ KPMG LLP
San Francisco, California
March 18, 1999
<PAGE>
EXHIBIT 24
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Les Biller
-----------------------------------
Les Biller
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ J.A. Blanchard III
--------------------------------------
J.A. Blanchard III
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ David A. Christensen
--------------------------------------
David A. Christensen
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Susan E. Engel
--------------------------------------
Susan E. Engel
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 15/th/ day of March, 1999.
/s/ Paul Hazen
--------------------------------------
Paul Hazen
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ William A. Hodder
-------------------------------------
William A. Hodder
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 15/th/ day of March, 1999.
/s/ Rodney L. Jacobs
---------------------------------------
Rodney L. Jacobs
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Reatha Clark King
--------------------------------------
Reatha Clark King
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Richard M. Kovacevich
--------------------------------------
Richard M. Kovacevich
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WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Richard D. McCormick
--------------------------------------
Richard D. McCormick
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WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Cynthia H. Milligan
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Cynthia H. Milligan
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Benjamin F. Montoya
--------------------------------------
Benjamin F. Montoya
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WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Ian M. Rolland
--------------------------------------
Ian M. Rolland
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, 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 24,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued pursuant to the Wells Fargo & Company 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 22nd day of September, 1998.
/s/ Michael W. Wright
--------------------------------------
Michael W. Wright
<PAGE>
EXHIBIT 99
WELLS FARGO & COMPANY BEST PRACTICES
PARTNERSHARES PLAN
(as amended and restated effective November 3, 1998)
ARTICLE I
PURPOSE OF THE PLAN
The Wells Fargo & Company 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, any
Vice Chairman 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 Wells Fargo & Company, formerly named Norwest
Corporation, and its successors.
(h) "Disability" means a disability which would entitle a Participant
to receive a disability benefit under any long-term disability
plan maintained by the Corporation or an Affiliate, as from time
to time in effect, whether or not the Participant is then
participating in such plan.
(i) "Eligible Employee" means, unless otherwise provided herein, 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 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. Notwithstanding the
foregoing, for
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purposes of the Options granted on November 3, 1998, the term
"Eligible Employees" excludes only certain temporary and casual
employees as specified in the Award Term Sheet for such Options.
(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 Wells Fargo & Company Best Practices
PartnerShares Plan, as amended from time to time.
(n) "Retirement" means termination of employment after reaching the
earlier of (i) age 55 with 10 completed years of service, or (ii)
80 points (with one point credited for each completed age year
and one point credited for each completed year of service), or
(iii) age 65. For purposes of this definition, a Participant is
credited with one year of service after completion of each full
12-month period of employment with the Corporation or an
Affiliate as determined by the Corporation or Affiliate.
(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 62,000,000 Shares (consisting
of 14,000,000 Shares authorized on July 23, 1996, 24,000,000 Shares authorized
on September 23, 1997, and 24,000,000 Shares authorized on November 3, 1998) 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 Plan as set forth in Section 3.1, (b) the number of Shares identified with
Awards then outstanding, and (c) the
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<PAGE>
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 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.
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<PAGE>
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; or
(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 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
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<PAGE>
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
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11/3/98
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