Norwest Corporation and Subsidiaries - Page 43

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               Before joining the SBS development project, Norwest considered         
          other alternatives.  In this regard, Norwest examined commercially          
          available software in the market, considering the products'                 
          functionality, economic benefit, scalability, and applicability to          
          interstate banking activities.  In particular, Norwest focused on           
          a software product offered by Hogan Systems, Inc. (Hogan).  Norwest         
          ultimately rejected the Hogan product because it did not meet               
          Norwest's volume and economic benefit criteria.                             
               Norwest also considered building its own system.  It abandoned         
          this idea, however, believing that the opportunity to enter into a          
          development project with EDS and Bank One would enable it to                
          achieve its goal and limit its risk.  Accordingly, on December 16,          
          1986, Norwest entered into a Participant Agreement10 with Bank One,         
          and a separate Participant License Agreement with EDS.                      
               Section 3.2 of the Participant Agreement between Bank One and          
          Norwest provided for Norwest's role in the development of SBS:              
               In connection with the development of the Financial                    
               System by EDS as contemplated under the [EDS-Bank One]                 
               Participation Agreement, Norwest will, on a timely basis               


               9(...continued)                                                        
          As part of a separate license agreement, Norwest paid EDS $1.2              
          million to use the software in connection with services provided            
          to nonaffiliated financial institutions.                                    
               Under the participant and license agreements, EDS maintained           
          all ownership rights to the SBS system.                                     
               10   The Participant Agreement was amended on Sept. 8, 1988,           
          Feb. 8, 1992, and again in July 1992.                                       





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