Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 49

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          produce.”  At the Committee meeting of October 24, 1984, when the           
          budget for the Atrium was approved, considerations for completing           
          the Atrium that were noted in the presentation to the Committee             
          were as follows:                                                            
                    A.  The Atrium retains a great deal of appeal;                    
               architecturally, as an enhancement to the Bank's image,                
               and in value added to the properties.                                  
                    B.  We think our minimum cost not to build would                  
               be about $16,000,000.  It makes more sense to build it                 
               for $25,000,000 than to not build it at a cost of                      
               $16,000,000.                                                           
               We believe that the Bank initially approved construction of            
          the proposed atrium in 1980 and entered into the commitment to              
          build in 1981 to address certain design issues and to enhance the           
          Bank's image; enhancement of value in the adjoining properties              
          was an ancillary consideration, and we so find.  We believe that            
          the Bank's motivation derived, in significant part, from the fact           
          that the Developer and the 1700 Partnership would not have made a           
          commitment to build 1UBC had the Bank not made a commitment to              
          build the Atrium.  When the budget for the Atrium was approved in           
          1984, enhancement of value of the adjoining properties was simply           
          one of many considerations that led to the budget's approval.               
          Lastly, the Bank was aware that any value to be added to the                
          property by the construction of the Atrium would not be fully               
          realized in a sale prior to completion of the Atrium;                       
          nevertheless, the Bank sold 2UBC in 1985.  In sum, upon                     
          consideration of all the facts and circumstances, we believe that           





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