EXHIBIT 4(d)
$1,000,000,000
NORWEST CORPORATION
MEDIUM-TERM NOTES, SERIES H
CALCULATION AGENT AGREEMENT
THIS AGREEMENT is made as of November 1, 1995 between Norwest
Corporation (hereinafter called the "Issuer"), whose principal office is at
Sixth and Marquette, Xxxxxxxxxxx, Xxxxxxxxx 00000, and Norwest Bank Minnesota,
N.A., (hereinafter sometimes called the "Calculation Agent" which term shall,
unless the context shall otherwise require, include its successors and
assignees), whose principal office is at Sixth and Marquette, Xxxxxxxxxxx,
Xxxxxxxxx 00000.
WHEREAS:
(A) The Issuer proposes to issue from time to time up to $1,000,000,000
aggregate initial offering price of Medium-Term Notes, Series H (the
"Notes") entitled to the benefits of the Indenture dated as of September 1,
1993 (the "Indenture") between the Issuer and Citibank, N.A., as Trustee
(the "Trustee").
(B) The Notes will be offered in registered form only in an aggregate initial
offering price of up to $1,000,000,000, subject to reduction by the sale of
other Securities (as defined in the Indenture) but subject to increase by
appropriate corporate action of the Issuer.
(C) The terms of the Notes will be as set forth in Annex A to this Agreement
("Annex A").
NOW IT IS HEREBY AGREED THAT:
1. Terms defined in the Indenture and the Description of Notes shall bear the
same meanings herein unless the context otherwise requires. The
"Description of Notes" means the terms and conditions of the Notes as set
forth in Annex A, and as supplemented or amended in one or more Pricing
Supplements (each a "Supplement").
2. The Issuer hereby appoints Norwest Bank Minnesota, N.A., as Calculation
Agent for the Notes, upon the terms and subject to the conditions herein
mentioned, and Norwest Bank Minnesota, N.A., hereby accepts such
appointment. The Calculation Agent shall act as an independent expert for
the purpose of determining the interest rate of, and the amount of interest
on, the Floating Rate Notes.
3. In no event shall the interest rate be less than the Minimum Rate, if any,
or more than the Maximum Rate, if any, designated in the applicable
Supplement or more than the maximum rate permitted by New York law, as the
same may be modified by United States law of general application.
4. The Calculation Agent shall calculate the amount of interest payable on
each Floating Rate Note in the manner and at the times set forth in Annex
A, as applicable to such Note.
5. As soon as practicable after each Interest Determination Date, the
Calculation Agent will cause to be forwarded to the Issuer, the Trustee and
the Paying Agent information regarding the interest rates, the interest
periods, the amount of interest for each interest period and the relevant
Interest Payment Date. The Calculation Agent will, upon the request of any
holder of any Floating Rate Note, provide the interest rate then in effect
and, if determined, the interest rate which will become effective on the
next Interest Reset Date with respect to such Note.
6. The Issuer will pay the expenses properly incurred by the Calculation Agent
in connection with its duties hereunder upon receipt of such invoices as
the Issuer shall reasonably require.
7. The Issuer will indemnify the Calculation Agent against any losses,
liabilities, costs, claims, actions or demands which it may incur or
sustain or which may be made against it in connection with its appointment
or the exercise of its powers and duties hereunder as well as the
reasonable costs, including the expenses and fees of counsel in defending
any claim, action or demand except such as may result from the negligence,
willful default or bad faith of the Calculation Agent or any of its
employees. The Calculation Agent shall incur no liability and shall be
indemnified and held harmless by the Issuer for, or in respect of, any
actions taken or suffered to be taken in good faith by the Calculation
Agent in reliance upon (i) the written opinion or advice of counsel or (ii)
written instructions from the Issuer.
8. The Calculation Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the
Issuer agrees:
(i) in acting under this Agreement and in connection with the Floating
Rate Notes, the Calculation Agent does not assume any obligation
towards, or any relationship of agency or trust for or with, any of
the holders of the Floating Rate Notes;
(ii) unless herein otherwise specifically provided, any order,
certificate, notice, request or communication from the Issuer made
or given under any provision of this Agreement shall be sufficient
if signed by any person whom the Calculation Agent reasonably
believes to be a duly authorized officer of the Issuer; and
(iii) the Calculation Agent shall be obligated to perform only such duties
as are set forth specifically herein and any duties necessarily
incidental thereto.
9. (a) Subject as provided below, the Calculation Agent may at any
time resign as the Calculation Agent by giving written notice to the
Issuer and the Trustee of such intention on its part, specifying the
date on which its desired resignation shall become effective,
provided that such notice shall be given not less than three months
prior to the said effective date unless the Issuer and the Trustee
otherwise agree in
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writing. Except as provided below, the Calculation Agent may be removed by
the filing with it of an instrument in writing signed by the Issuer
specifying such removal and the date when it shall become effective (such
effective date being at least twenty days after the said filing and not
less than forty-five days before the next Interest Payment Date).
Such resignation or removal shall take effect upon
(i) the appointment by the Issuer as hereinafter provided of a successor
Calculation Agent approved by the Trustee,
(ii) the acceptance of such appointment by such successor Calculation
Agent, and
(iii) the giving of notice of such appointment to the holders of the
Floating Rate Notes, provided that if the Calculation Agent fails
duly to establish the amount of interest for any interest period,
such removal will take effect immediately upon such appointment of,
and acceptance thereof by, a successor Calculation Agent approved by
the Trustee, in which event notice of such appointment shall be
given to the holders of the Floating Rate Notes as soon as
practicable thereafter. Upon its resignation or removal becoming
effective, the retiring Calculation Agent shall be entitled to the
reimbursement of all expenses incurred by such retiring Calculation
Agent pursuant to the last sentence of paragraph 6 hereof.
(b) If at any time the Calculation Agent shall resign or be removed, or shall
become incapable of acting or shall be adjudged bankrupt or insolvent, or
liquidated or dissolved, or an order is made or an effective resolution is
passed to wind up the Calculation Agent, or if the Calculation Agent shall
file a voluntary petition in bankruptcy or make an assignment for the
benefit of its creditors, or shall consent to the appointment of a
receiver, administrator or other similar official of all or any substantial
part of its property, or shall admit in writing its inability to pay or
meet its debts as they mature, or if a receiver, administrator or other
similar official of the Calculation Agent or of all or any substantial part
of its property shall be appointed, or if any order of any court shall be
entered approving any petition filed by or against the Calculation Agent
under the provisions of any applicable bankruptcy or insolvency law, or if
any public officer shall take charge or control of the Calculation Agent or
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then a successor Calculation Agent, approved by the Trustee,
shall be appointed by the Issuer by an instrument in writing filed with the
successor Calculation Agent. Upon the appointment as aforesaid of a
successor Calculation Agent and acceptance by the latter such appointment
and (except in cases of removal for failure to establish the amount of
interest) the giving of notice to holders of the Floating Rate Notes, the
former Calculation Agent shall cease to be Calculation Agent hereunder.
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(c) Any successor Calculation Agent appointed hereunder shall execute
and deliver to its predecessor and the Issuer an instrument, in the
form approved by the Trustee, accepting such appointment hereunder,
and thereupon such successor Calculation Agent, without any further
act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as the
Calculation Agent hereunder, and such predecessor, upon payment of
its charges and disbursements then unpaid, shall thereupon become
obliged to transfer and deliver, and such successor Calculation
Agent shall be entitled to receive, copies of any relevant records
maintained by such predecessor Calculation Agent.
(d) Any corporation into which the Calculation Agent may be merged or
converted or any corporation with which the Calculation Agent may be
consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall be
a party shall, to the extent permitted by applicable law and
provided that it shall be acceptable to the Trustee, be the
successor Calculation Agent under this Agreement without the
execution or filing of any paper or any further act on the part of
any of the parties hereto. Notice of any such merger, conversion or
consolidation shall forthwith be given to the Issuer and the
Trustee.
10. Any notice required to be given hereunder shall be delivered in person,
sent by letter or telex or communicated by telephone (subject, in the case
of communication by telephone, to confirmation dispatched within two
business days by letter or telex), in the case of the Issuer, to it at
Sixth and Marquette, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate
Secretary; in the case of the Calculation Agent to it at Sixth and
Marquette, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx;
and in the case of the Trustee to it at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services Division or, in
any case, to any other address of which the party receiving notice shall
have notified the party giving such notice in writing.
11. This Agreement may be amended only by a writing duly executed and delivered
by each of the parties signing below.
12 The provisions of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the day and year first above written.
NORWEST CORPORATION
By: _________________________________________
Its: Senior Vice President and Treasurer
NORWEST BANK MINNESOTA, N.A.
By: ______________________________
Its:_________________________
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