Exhibit 3(j)
NORWEST CORPORATION
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the General Corporation Law of the State of
Delaware
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B (Without Par
Value)
NORWEST CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES
that the following resolution, as modified by unanimous written consent
of the Board of Directors of the Corporation (the "Board") on September
8, 1998, was duly adopted by the Board pursuant to authority conferred
upon the Board by the provisions of the Restated Certificate of
Incorporation of the Corporation, as amended, which authorizes the
issuance of not more than 20,000,000 shares of Preferred Stock, without
par value (the "Preferred Stock"), at a meeting of the Board duly held
on July 28, 1998:
RESOLVED that the issuance of a series of Preferred Stock, without
par value, of the Corporation is hereby authorized, and the number,
designation, powers, preferences, and relative, participating,
optional, and other rights, and qualifications, limitations and
restrictions thereof, in addition to those set forth in the Restated
Certificate of Incorporation of the Corporation, as amended, are hereby
fixed as follows:
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B
1. Designation.
1,500,000 shares of the preferred stock, without par value, of the
Corporation ("Preferred Stock") are hereby constituted as a series of
Preferred Stock designated as Adjustable Rate Cumulative Preferred
Stock, Series B (hereinafter called "Series B Preferred Stock" or,
sometimes, "New Series B Preferred Stock"). The number of shares of
Series B Preferred Stock may not be increased but may be decreased by a
resolution duly adopted by the Board of Directors of the Corporation
(or a duly authorized committee thereof), but not below the number of
shares of Series B Preferred Stock then outstanding.
Shares of New Series B Preferred Stock shall be issued upon
conversion of shares of Adjustable Rate Cumulative Preferred Stock,
Series B of Wells Fargo & Company ("Old Series B Preferred Stock") upon
the terms and subject to the conditions set forth in the Agreement and
Plan of Merger, dated as of June 7, 1998, and amended and restated as
of September 10, 1998, by and among the Corporation, WFC Holdings
Corporation, a wholly-owned subsidiary of the Corporation, and Wells
Fargo & Company (the "Merger Agreement").
2. Dividends.
(a) The holders of shares of Series B Preferred Stock shall be
entitled to receive cash dividends, when, as and if declared by the
Board of Directors of the Corporation (the "Board of Directors"), out
of funds legally available for that purpose, from the date of original
issuance to and including the 15th day of the immediately following
February, May, August or November, whichever month firsts follows the
date of original issue (the "Initial Dividend Period"), and thereafter
for each dividend period commencing on February 16, May 16, August 16
and November 16 and ending on and including the day next preceding the
first day of the next dividend period (the Initial Dividend Period and
each of such other periods herein referred to as a "Dividend Period")
at a rate for each Dividend Period at a rate per annum applied against
$50.00 per share equal to the Applicable Rate (as defined in Section 3)
in respect of such Adjustable Dividend Period. The amount of dividend
per share payable for the Initial Dividend Period shall equal the
dividend per share payable for a full Dividend Period less the dividend
per share payable for the partial dividend period for the Old Series B
Preferred Stock occurring prior to conversion of the Old Series B
Preferred Stock into New Series B Preferred Stock pursuant to the
Merger Agreement (the "Final Old Series B Dividend Period"), such that
the dividends per share payable for the Final Old Series B Dividend
Period and the Initial Dividend Period collectively equal the dividend
payable per share for a full Dividend Period. The amount of dividend
per share payable for any portion of a Dividend Period (other than the
Initial Dividend Period) less than a full Dividend Period shall be
computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in the period for which payable. The
amount of dividend per share payable for each full Dividend Period
shall be computed by dividing the annual dividend rate for each
Dividend Period by four and applying such resulting rate against $50.00
per share. Dividends shall be payable when and as declared by the
Board of Directors, out of funds legally available therefor, on
February 15, May 15, August 15 and November 15 of each year, commencing
on the final day of the Initial Dividend Period to holders of record on
such respective dates not exceeding 30 days preceding the payment date
thereof as may be determined by the Board of Directors in advance of
such payment date. Dividends on account of arrears for any past
Dividend Periods may be declared and paid at any time, without
reference to any regular dividend payment date, to holders of record on
such date not exceeding 30 days preceding the payment date thereof as
may be fixed by the Board of Directors. No dividends shall be declared
on any other series or class or classes of preferred stock ranking on a
parity (as that term is defined in Section 8(d)) with the Series B
Preferred Stock as to dividends in respect of any dividend period
unless there shall likewise be or have been declared on all shares of
Series B Preferred Stock at the time outstanding like dividends for all
Dividend Periods coinciding with or ending before such dividend period,
ratably in proportion to the respective dividend rates fixed for all
such other series or class or classes of preferred stock and the Series
B Preferred Stock. Dividends shall be cumulative and will accrue on
each share of Series B Preferred Stock from the date of original
issuance thereof. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments which
may be in arrears.
(b) If dividends at the rate per share set out in Section 2(a) for
any Dividend Period shall not have been declared and paid or set apart
for payment on all outstanding shares of Series B Preferred Stock for
such Dividend Period and all preceding Dividend Periods from and after
the date of issue thereof, then, until the aggregate deficiency shall
be declared and fully paid or set apart for payment, the Corporation
shall not (i) declare or pay or set apart for payment any dividends or
make any other distribution on the common stock, $1-2/3 par value per
share, of the Corporation ("Common Stock") or any other capital stock
of the Corporation ranking junior to the Series B Preferred Stock with
respect to the payment of dividends or distribution of assets on
liquidation, dissolution or winding up of the Corporation (which for
all purposes of this resolution shall mean any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary)
(the Common Stock and such other stock being herein referred to as
"Junior Stock"), other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares
of, Junior Stock, or (ii) make any payment on account of the purchase,
redemption or other retirement of any Junior Stock.
3. Applicable Rate.
Except as provided below in this paragraph, the "Applicable Rate"
for any Dividend Period shall be (a) 76% of (b) the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Twenty
Year Constant Maturity Rate (each as hereinafter defined) for the
Dividend Period. If the Corporation determines in good faith that for
any reason one or more of such rates cannot be determined for any
Dividend Period, then the Applicable Rate for such Dividend Period
shall be 76% of the higher of whichever of such rates can be so
determined. If the Corporation determines in good faith that none of
such rates can be determined for any Dividend Period, then the
Applicable Rate in effect for the preceding Dividend Period shall be
continued for such Dividend Period. Anything herein to the contrary
notwithstanding, the Applicable Rate for any Dividend Period shall in
no event be less than 5.50% per annum or greater than 10.50% per annum.
Except as provided below in this paragraph, the "Treasury Bill
Rate" for each Dividend Period shall be the arithmetic average of the
two weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate shall be published during
the relevant Calendar Period as provided below) for three-month U.S.
Treasury bills, published by the Federal Reserve Board during the
Calendar Period immediately prior to the ten calendar days immediately
preceding the February 15, May 15, August 15 and November 15, as the
case may be, prior to the Dividend Period for which the dividend rate
on the Series B Preferred Stock is being determined. If the Federal
Reserve Board does not publish such a weekly per annum market discount
rate during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two weekly per
annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the
relevant Calendar Period as provided below) for three-month U.S.
Treasury bills, published during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. If a per annum market discount rate for three-month
U.S. Treasury bills shall not be published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for
such Dividend Period shall be the arithmetic average of the two weekly
per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the
relevant Calendar Period as provided below) for all the U.S. Treasury
bills then having maturities of not less than 80 nor more than 100
days, finally published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. If the Corporation determines
in good faith that for any reason no such U.S. Treasury bill rates are
published as provided above during such Calendar Period, then the
Treasury Bill Rate for such Dividend Period shall be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such
quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations shall not be generally
available) to the Corporation by at least three recognized U.S.
Government securities dealers selected by the Corporation. If the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Treasury Bill Rate for any Dividend
Period as provided above in this paragraph, the Treasury Bill Rate for
such Adjustable Dividend Period shall be the arithmetic average of the
per annum market discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable, interest-bearing
U.S. Treasury securities with a maturity of not less than 80 nor more
than 100 days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less frequently
if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate" for each Dividend Period shall be the arithmetic average
of the two weekly per annum Ten Year Average Yields (or the one weekly
per annum Ten Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period as provided below),
published by the Federal Reserve Board during the Calendar Period
immediately prior to the ten calendar days immediately preceding the
February 15, May 15, August 15 and November 15, as the case may be,
prior to the Dividend Period for which the dividend rate on the Series
B Preferred Stock is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield during
such Calendar Period, then the Ten Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the two weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year
Average Yield, if only one such Yield shall be published during the
relevant Calendar Period as provided below), published during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. If a per annum Ten
Year Average Yield shall not be published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Ten Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the
two weekly per annum average yields to maturity (or the one weekly
average yield to maturity, if only one such yield shall be published
during the relevant Calendar Period as provided below) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) then having maturities of not less than
eight nor more than twelve years, finally published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve
Board shall not publish such yields, by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Corporation.
If the Corporation determines in good faith that for any reason the
Corporation cannot determine the Ten Year Constant Maturity Rate for
any Dividend Period as provided above in this paragraph, then the Ten
Year Constant Maturity Rate for such Dividend Period shall be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than eight nor more than twelve years from the date of each
such quotation, as chosen and quoted daily for each business day in New
York City (or less frequently if daily quotations shall not be
generally available) to the Corporation by at least three recognized
U.S. Government securities dealers selected by the Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate" for each Dividend Period shall be the
arithmetic average of the two weekly per annum Twenty Year Average
Yields (or the one weekly per annum Twenty Year Average Yield, if only
one such Yield shall be published during the relevant Calendar Period
as provided below), published by the Federal Reserve Board during the
Calendar Period immediately prior to the ten calendar days immediately
preceding the February 15, May 15, August 15 and November 15, as the
case may be, prior to the Dividend Period for which the dividend rate
on the Series B Preferred Stock is being determined. If the Federal
Reserve Board does not publish such a weekly per annum Twenty Year
Average Yield during such Calendar Period, then the Twenty Year
Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two weekly per annum Twenty Year Average Yields (or the
one weekly per annum Twenty Year Average Yield, if only one such Yield
shall be published during the relevant Calendar Period as provided
below), published during such Calendar Period by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. If a per annum
Twenty Year Average Yield shall not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Twenty Year
Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two weekly per annum average yields to maturity (or the
one weekly average yield to maturity, if only one such yield shall be
published during the relevant Calendar Period as provided below) for
all of the actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) then having maturities of
not less than eighteen nor more than twenty-two years, finally
published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board shall not publish such yields, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. If the Corporation determines in good
faith that for any reason the Corporation cannot determine the Twenty
Year Constant Maturity Rate for any Dividend Period as provided above
in this paragraph, then the Twenty Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eighteen nor more
than twenty-two years from the date of each such quotation, as chosen
and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate shall each be rounded to the nearest
five hundredths of a percentage point.
The Applicable Rate with respect to each Dividend Period will be
calculated as promptly as practicable by the Corporation according to
the appropriate method described herein. The Corporation will cause
each Applicable Rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new
Dividend Period to which it applies and will cause notice of such
Applicable Rate to be included with the dividend payment checks next
mailed to the holders of the Series B Preferred Stock.
For purposes of this Section, the term
(i) "Calendar Period" shall mean 14 calendar days;
(ii) "Special Securities" shall mean securities which can, at the
option of the holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally issued at
a deep or substantial discount;
(iii) The weekly per annum market discount rate for three month
U.S. Treasury bills shall be the secondary market rate;
(iv) "Ten Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of ten years); and
(v) "Twenty Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of twenty years).
4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of
the Corporation, before any payment or distribution of the assets of
the Corporation shall be made to or set apart for the holders of any
Junior Stock, the holders of the shares of Series B Preferred Stock
shall be entitled to receive $50.00 per share plus an amount equal to
all dividends (whether or not earned or declared) accrued and unpaid
thereon to the date of final distribution to such holders; but such
holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the
holders of the shares of the Series B Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid and
liquidating payments on any other preferred stock ranking, as to
liquidation, dissolution or winding up, on a parity with the Series B
Preferred Stock, then such assets, or the proceeds thereof, shall be
distributed among the holders of Series B Preferred Stock and any such
other preferred stock ratably in accordance with the respective amounts
which would be payable on such shares of Series B Preferred Stock and
any such other preferred stock if all amounts payable thereon were paid
in full. For the purposes of this Section 4, a consolidation or merger
of the Corporation with or into one or more corporations shall not be
deemed to be a liquidation, dissolution or winding up.
(b) Subject to the rights of the holders of shares of any series
or class or classes of stock ranking on a parity with or prior to the
Series B Preferred Stock upon liquidation, dissolution or winding up,
upon any liquidation, dissolution or winding up of the Corporation,
after payment shall have been made in full to the Series B Preferred
Stock as provided in this Section 4, but not prior thereto, any Junior
Stock shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining
to be paid or distributed, and the Series B Preferred Stock shall not
be entitled to share therein.
5. Redemption.
(a) The Series B Preferred Stock shall be redeemable, at the
option of the Corporation, in whole or in part, at a redemption price
of $50.00 per share plus accrued and unpaid dividends thereon to the
date fixed for redemption.
(b) In the event the Corporation shall redeem shares of Series B
Preferred Stock pursuant to Section 5(a), notice of such redemption
shall be given by first class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the redemption date, to each
holder of record of the shares to be redeemed, at such holder's address
as the same appears on the stock register of the Corporation. Each
such notice shall state: (1) the redemption date; (2) the number of
shares of Series B Preferred Stock to be redeemed and, if less than all
the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price and
the manner in which such redemption price is to be paid and delivered;
(4) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price; and (5) that dividends
on the shares to be redeemed will cease to accrue on such redemption
date. Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in
providing funds for the payment of the redemption price), dividends on
the shares of Series B Preferred Stock so called for redemption shall
cease to accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as shareholders of
the Corporation (except the right to receive from the Corporation the
redemption price) shall cease. The Corporation's obligation to provide
funds in accordance with the preceding sentence shall be deemed
fulfilled if, on or before the redemption date, the Corporation shall
deposit with a bank or trust company (which may be an affiliate of the
Corporation), having an office or agency in the City and County of San
Francisco, State of California, having a capital and surplus of at
least $50,000,000, or with any other such bank or trust company located
in the continental United States as may be designated from time to time
by the Corporation, funds necessary for such redemption, in trust, with
irrevocable instructions that such funds be applied to the redemption
of the shares of Series B Preferred Stock so called for redemption.
Any interest accrued on such funds shall be paid to the Corporation
from time to time. Any funds so deposited and unclaimed at the end of
six years from such redemption date shall be repaid or released to the
Corporation, after which the holder or holders of such shares of Series
B Preferred Stock so called for redemption shall look only to the
Corporation for payment of the redemption price.
(c) Upon surrender in accordance with said notice of the
certificates for any shares redeemed pursuant to Section 5(a) (properly
endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state), such shares shall be redeemed
by the Corporation at the redemption price. If less than all the
outstanding shares of Series B Preferred Stock are to be redeemed,
shares to be redeemed shall be selected by the Corporation from
outstanding shares of Series B Preferred Stock not previously called
for redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Board of Directors in its sole discretion to
be equitable.
(d) In no event shall the Corporation redeem less than all the
outstanding shares of Series B Preferred Stock pursuant to Section 5(a)
unless full cumulative dividends shall have been paid or declared and
set apart for payment upon all outstanding shares of Series B Preferred
Stock for all past Dividend Periods.
6. Shares to be Retired.
All shares of Series B Preferred Stock redeemed or purchased by the
Corporation shall be retired and cancelled and shall be restored to the
status of authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued, but not as
shares of Series B Preferred Stock.
7. Conversion or Exchange.
The holders of shares of Series B Preferred Stock shall not have
any rights herein to convert such shares into or exchange such shares
for shares of any other class or classes or any other series of any
class or classes of capital stock (or any other security) of the
Corporation.
8. Voting.
(a) Except as hereinafter in this Section 8 expressly provided for
and as otherwise from time to time required by the laws of the State of
Delaware, the Series B Preferred Stock shall have no voting rights.
Whenever, at any time or times, dividends payable on the Series B
Preferred Stock shall be in arrears in an amount equal to at least six
full quarterly dividends on the Series B Preferred Stock at the time
outstanding, whether or not consecutive, the holders of the outstanding
Series B Preferred Stock shall have the exclusive right, voting
separately as a class with holders of shares of any one or more other
series of preferred stock ranking on a parity with the Series B
Preferred Stock either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable, to elect two (2) of the
authorized number of members of the Board of Directors at the
Corporation's next annual meeting of shareholders and at each
subsequent annual meeting of shareholders. At elections for such
directors, each holder of Series B Preferred Stock shall be entitled to
one vote for each share held (the holders of shares of any other series
of preferred stock ranking on such a parity and having like voting
rights being entitled to such number of votes, if any, for each share
of such stock held as may be granted to them). The right of the
holders of Series B Preferred Stock, voting separately as a class, to
elect (either alone or together with the holders of shares of any one
or more other series of preferred stock ranking on such a parity and
having like voting rights) members of the Board of Directors as
aforesaid shall continue until such time as all dividends accumulated
on the Series B Preferred Stock shall have been fully paid or set apart
for payment, at which time such right shall terminate, except as herein
or by law expressly provided, subject to revesting in the event of each
and every subsequent default of the character above mentioned. Upon
any termination of the right of the holders of the Series B Preferred
Stock as a class to vote for directors as herein provided, the term of
office of all directors then in office elected by the Series B
Preferred Stock shall terminate immediately. Any director who shall
have been so elected pursuant to this paragraph may be removed at any
time, either with or without cause, and any vacancy thereby created may
be filled, only by the affirmative vote of the holders of Series B
Preferred Stock voting separately as a class (either alone or together
with the holders of shares of any one or more other series of preferred
stock ranking on such a parity and having like voting rights). If the
office of any director elected by the holders of Series B Preferred
Stock voting as a class becomes vacant for any reason other than
removal from office as aforesaid, the remaining director may choose a
successor who shall hold office for the unexpired term in respect of
which such vacancy occurred.
(b) So long as any shares of Series B Preferred Stock remain
outstanding, the consent of the holders of at least two-thirds of the
shares of Series B Preferred Stock outstanding at the time (voting
separately as a class together with all other series of preferred stock
ranking on a parity with the Series B Preferred Stock either as to
dividends or the distribution of assets upon liquidation, dissolution
or winding up and upon which like voting rights have been conferred and
are exercisable) given in person or by proxy, either in writing or at
any special or annual meeting called for the purpose, shall be
necessary to permit, effect or validate any one or more of the
following:
(i) the authorization, creation or issuance of a new class or
series of shares having rights, preferences or privileges prior (as
that term is defined in Section 8(d)) to the shares of the Series B
Preferred Stock, or any increase in the number of authorized shares of
any class or series having rights, preferences or privileges prior to
the shares of Series B Preferred Stock; or
(ii) the amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Restated
Certificate of Incorporation of the Corporation or of this resolution
which would materially and adversely affect any right, preference,
privilege or voting power of the Series B Preferred Stock or of the
holders thereof; provided, however, that any increase in the amount of
authorized common stock or authorized preferred stock or the creation
and issuance of other series of common stock or preferred stock, in
each case ranking on a parity with or junior to the Series B Preferred
Stock with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up, shall not be deemed
to materially and adversely affect such rights, preferences, privileges
or voting powers.
(c) The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of
Series B Preferred Stock shall have been redeemed or called for
redemption and sufficient funds shall have been deposited in trust to
effect such redemption.
(d) Any class or classes of stock of the Corporation shall be
deemed to rank:
(i) prior to the Series B Preferred Stock as to dividends or as
to distribution of assets upon liquidation, dissolution or winding up
if the holders of such class shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the
holders of Series B Preferred Stock; and
(ii) on a parity with the Series B Preferred Stock as to
dividends or as to distribution of assets upon liquidation, dissolution
or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof are
different from those of the Series B Preferred Stock, if the holders of
such class of stock and of the Series B Preferred Stock shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or liquidation prices,
without preference or priority one over the other.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by Charles D. White, its Senior Vice
President and Treasurer, and attested by Laurel A. Holschuh, its
Secretary, whereby such Senior Vice President and Treasurer affirms,
under penalties of perjury, that this Certificate of Designations is
the act and deed of the Corporation and that the facts stated herein
are true, this 2nd day of November, 1998.
NORWEST CORPORATION
By /s/ Charles D. White
Charles D. White
Senior Vice President and Treasurer
Attest:
/s/ Laurel A. Holschuh
Laurel A. Holschuh
Secretary
[Filed in the Office of the Delaware Secretary of State on November 2,
1998]