Norwest Corporation and Subsidiaries - Page 42

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          module) rather than a particular account.  Before the development           
          of SBS, information relating to individual bank accounts or other           
          financial products was not linked but rather was maintained in              
          separate systems.  Thus, when information about one account was             
          retrieved on a computer, the user would have no way of obtaining            
          information about other accounts owned or maintained by the                 
          customer or a related customer.  The SBS project sought to change           
          that situation by integrating all account software systems around           
          the customer.  The customer module, which would contain basic               
          information about the customer (e.g., name, address, Social                 
          Security number, and demographics), would be integrated with                
          deposit and loan (or credit) modules so that information relating           
          to customer deposit and loan accounts could be readily accessed and         
          retrieved.                                                                  
               Because of concerns that SBS was becoming specific solely to           
          Bank One's needs, in late 1986 Norwest was asked and agreed to join         
          in the development of SBS to provide more of an industry                    
          perspective.  In exchange for sharing in the development costs of           
          SBS, Norwest received a perpetual license to use the system.9               

               9    Norwest paid a base development charge of approximately           
          $6.5 million to Bank One (although the Participant Agreement                
          between Norwest and Bank One required a $7 million payment) in              
          exchange for a percentage of the royalties to be paid to Bank One           
          by Electronic Data Systems Corp. (EDS).  Further, Norwest paid              
          $1,750,000 to EDS in exchange for a perpetual license to use SBS.           
                                                             (continued...)           





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