Norwest Corporation and Subsidiaries, Successor in Interest to Davenport Bank and Trust Company and Subsidiaries - Page 9




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          voting on the transaction.  The SEC approved the proxy statement,           
          and it became effective on October 23, 1991.  On the effective              
          date, DBTC notified its shareholders of the special meeting,                
          advised them that its board recommended voting in favor of the              
          transaction, and mailed them a copy of the proxy statement.                 
               On November 20, 1991, BBNA's board called a special                    
          shareholder meeting for December 19, 1991, for the purpose of               
          voting on the transaction.                                                  
               At the special meeting on November 26, 1991, DBTC's                    
          shareholders approved the transaction.  Approximately 3 weeks               
          later, BBNA's shareholders approved the transaction.                        
               On or about January 29, 1992, the OCC approved DBTC's                  
          consolidation with BBNA, effective January 19, 1992.  Shortly               
          before the approval, DBTC and BBNA had entered into an agreement            
          providing that the transaction would be effective as of 12:01               
          a.m. on the date that it was approved by the OCC.  Thus, on                 
          January 19, 1992, the transaction became effective.  Among other            
          things, (1) DBTC and BBNA were merged to form a consolidated                
          national banking association under BBNA's charter and under the             
          name "Davenport Bank and Trust Company"3 and (2) New Davenport              
          became a wholly owned subsidiary of Norwest, Norwest exchanging             

               3 Pursuant to 12 U.S.C. sec. 215 (1994), the statutory                 
          provision under which the consolidation took place, the                     
          identities of DBTC and BBNA continued in New Davenport.  See also           
          DeFoe v. Board of Pub. Instruction, 132 F.2d 971 (5th Cir. 1943);           
          Cannon v. Dixon, 115 F.2d 913 (4th Cir. 1940).                              




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