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Public Meeting Regarding Norwest Corporation and Wells Fargo & Company
Transcript of Thursday, September 17, 1998




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          7         NORWEST CORPORATION AND WELLS FARGO & COMPANY 

          8                         PROPOSED MERGER

          9                         PUBLIC MEETING

         10                       September 17, 1998

         11    

         12    

         13         The Norwest Corporation and Wells Fargo & Company 

         14    public meeting, taken before Holly J. Nordahl, a Notary 

         15    Public in and for the County of Rice, State of 

         16    Minnesota, on the 17th day of September, 1998, at the 

         17    Federal Reserve Bank of Minneapolis, 90 Hennepin Avenue, 

         18    in the City of Minneapolis, Minnesota, commencing at 

         19    approximately 9:00 a.m.

         20    

         21    

         22                            *   *   *

         23    

         24        

         25        



     
     



                                                                      2

          1    APPEARANCES:

          2    

          3    Board of Governors:  Dolores Smith, presiding

          4                         Niel Willardson

          5                         Kenneth Binning

          6                         Deborah Awai

          7    

          8    

          9                            *   *   *

         10    WHEREUPON, the following proceedings were duly had:

         11                            *   *   *

         12     

         13     

         14                  CHAIRPERSON SMITH:  Well, I'm pleased to    08:59:58

         15        welcome you to this important public meeting on the   09:00:00

         16        application by Norwest Corporation to acquire Wells   09:00:04

         17        Fargo & Company.  I'll start by introducing myself.   09:00:08

         18        I'm Dolores Smith, Director of the Division of        09:00:10

         19        Consumer and Community Affairs at the Federal         09:00:14

         20        Reserve Board in Washington, D.C.  I'll be the        09:00:18

         21        presiding officer for this public meeting.  Our       09:00:20

         22        other panelists are, starting from my extreme right,  09:00:24

         23        Niel Willardson, vice president in charge of banking  09:00:28

         24        supervision from the Federal Reserve Bank of          09:00:32

         25        Minneapolis.  Next to him, Kenneth Binning, director  09:00:34



     
     



                                                                      3

          1        of applications and financial analysis from the       09:00:38

          2        Federal Reserve Bank of San Francisco.  To my right,  09:00:40

          3        Deborah Awai, senior counsel legal division from the  09:00:46

          4        Federal Reserve Board.                                09:00:50

          5             We're here today because Norwest Corporation,    09:00:54

          6        Minneapolis, Minnesota, has applied for approval to   09:00:58

          7        acquire Wells Fargo & Company, San Francisco,         09:01:02

          8        California.  When the Federal Reserve system          09:01:06

          9        considers one of these applications, we look at a     09:01:10

         10        number of factors under the Bank Holding Company      09:01:12

         11        Act.  These include financial issues, managerial      09:01:16

         12        issues, competitive issues, and the convenience and   09:01:22

         13        needs of the communities affected.  In doing so, we   09:01:26

         14        particularly look at the record of performance of     09:01:30

         15        the parties under the Community Reinvestment Act.     09:01:34

         16        The CRA requires the Board to take into account an    09:01:38

         17        institution's record of meeting the credit needs of   09:01:42

         18        its entire community.                                 09:01:46

         19             The Norwest-Wells Fargo application also         09:01:50

         20        involves the proposed acquisition or retention of     09:01:54

         21        nonbanking companies engaged in activities            09:02:00

         22        permissible for bank holding companies.  The Board    09:02:02

         23        must therefore determine whether the proposed         09:02:06

         24        nonbanking activities can reasonably be expected to   09:02:10

         25        produce benefits to the public that outweigh          09:02:14



     
     



                                                                      4

          1        possible adverse effects such as undue concentration  09:02:16

          2        of resources, decreased or unfair competition,        09:02:22

          3        conflicts of interest, or unsound banking practices.  09:02:28

          4             The purpose of the public meeting today is to    09:02:32

          5        receive information regarding these factors.  We      09:02:36

          6        will be seeking to elicit this information and to     09:02:40

          7        clarify factual issues related to the application.    09:02:44

          8             I'll make a few remarks about our procedures     09:02:50

          9        today.  This is what we call an informal public       09:02:54

         10        meeting.  Members of the panel may ask those who are  09:02:58

         11        testifying about their testimony.  This is not a      09:03:02

         12        formal administrative hearing, so we are not bound    09:03:08

         13        by the rules regarding evidence, cross examination,   09:03:12

         14        and some of the more formal trappings for that kind   09:03:16

         15        of proceeding.                                        09:03:20

         16             We will have about 70 groups and individuals     09:03:22

         17        represented today at this public meeting.  We are     09:03:26

         18        pleased that so many people have been willing to      09:03:30

         19        come and testify, but we do have a full schedule and  09:03:32

         20        we will be trying to stay to the timed agenda pretty  09:03:36

         21        closely so that everyone who has asked to offer oral  09:03:42

         22        testimony will have the opportunity to do so.  We     09:03:46

         23        will ask witnesses to be mindful of the needs of      09:03:48

         24        others and to stay within their allotted times.       09:03:52

         25        We're using a signal system with regard to timing.    09:03:58



     
     



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          1        We have two timekeepers over here to the right, just  09:04:02

          2        right in front of the panels that will be             09:04:06

          3        testifying.  There will also be some individuals who  09:04:10

          4        were unable to sign up in advance to testify at this  09:04:16

          5        meeting, and so to the extent possible, we will give  09:04:18

          6        them a chance to speak.  At the end of the meeting    09:04:22

          7        today, we will make the microphone available to       09:04:26

          8        anyone who would like to make a presentation, time    09:04:28

          9        permitting.  Also, if witnesses have not yet turned   09:04:34

         10        in copies of your written testimony, or if you have   09:04:38

         11        any other written statements to put into the record,  09:04:42

         12        please leave them with the Federal Reserve staff at   09:04:44

         13        the registration table because it's important that    09:04:48

         14        we get all of this information for the record.        09:04:52

         15             A transcript of the meeting will be available    09:04:56

         16        by next Tuesday, September 22nd, through the Federal  09:04:58

         17        Reserve Bank of Minneapolis and also from the Board.  09:05:04

         18        In addition, the official transcript will be          09:05:06

         19        available by close of business on September 23rd on   09:05:10

         20        the Board's public web site, which is                 09:05:16

         21        www.bog.frb.fed.us. 

         22             One more comment about the testimony.            09:05:28

         23        Witnesses may submit a written supplement to their    09:05:30

         24        oral testimony, but they must do so by next           09:05:34

         25        Thursday, September the 24th.  Then the record will   09:05:38



     
     



                                                                      6

          1        be closed.  Any written supplements should be         09:05:40

          2        directed to Jennifer J. Johnson, Secretary of the     09:05:44

          3        Board, Board of Governors of the Federal Reserve      09:05:48

          4        System, Washington, D.C. 20551.  They must be         09:05:52

          5        received by 5 p.m. eastern daylight time on           09:05:58

          6        September the 24th.  Submissions may be faxed to      09:06:02

          7        202-452-3462.  This is information that I believe as  09:06:08

          8        witnesses you have already been given in writing.     09:06:14

          9             So with that I think we're ready to begin the    09:06:18

         10        proceedings.  I will be calling on the witnesses,     09:06:20

         11        but please, and this goes not only for the first      09:06:24

         12        panel but also for succeeding panels, start by        09:06:28

         13        stating your name and the name of your organization   09:06:32

         14        for the record.  So with that, let's begin.  And I    09:06:34

         15        believe, Mr. Hazen, that you are first.               09:06:40

         16        

         17    APPLICANT PRESENTATION:

         18        

         19                  MR. HAZEN:  Thank you very much.  Good      09:06:44

         20        morning.  I'm Paul Hazen.  I'm the chairman of Wells  09:06:46

         21        Fargo.  Les Biller is here, and Les is the president  09:06:48

         22        of Norwest.  He and I have coordinated our remarks    09:06:54

         23        so that we believe that between us we will have       09:06:58

         24        covered everything that's relevant with regard to     09:07:02

         25        the proposed merger between our two companies.        09:07:04



     
     



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          1             I'm going to divide my remarks this morning      09:07:06

          2        into two parts.  First, I'll describe what the        09:07:10

          3        Norwest-Wells Fargo merger will mean for the          09:07:12

          4        communities where we do business, specifically what   09:07:14

          5        values will guide the new company as we move          09:07:20

          6        forward.  And, secondly, I'll also describe Wells     09:07:22

          7        Fargo's record since 1852 of keeping its promises to  09:07:24

          8        the communities where it does business, and assure    09:07:30

          9        you that we'll continue to use best practices with    09:07:32

         10        respect to CRA lending, services, and investments.    09:07:36

         11             The new Wells Fargo & Company will have one of   09:07:40

         12        the most widely known brand names in the financial    09:07:42

         13        services industry, a name that has endured for 146    09:07:46

         14        years.  Since the gold rush, Westerners have relied   09:07:50

         15        on Wells Fargo for honest, reliable banking service.  09:07:54

         16        It may surprise you to know that Minnesotans, too,    09:07:58

         17        once counted on Wells Fargo for express delivery      09:08:02

         18        services.                                             09:08:04

         19             If I may, I'd like to give you a one-minute      09:08:04

         20        history of Wells Fargo.  In 1852, Henry Wells and     09:08:08

         21        William Fargo founded Wells Fargo & Company to        09:08:12

         22        provide reliable banking and express services to      09:08:16

         23        Western pioneers, and they opened their first office  09:08:18

         24        in San Francisco.                                     09:08:22

         25             By 1858, as Minnesota became a state, Wells      09:08:22



     
     



                                                                      8

          1        Fargo had established 78 offices.  These offices and  09:08:28

          2        stage coaches linked mining camps and towns all over  09:08:32

          3        the West.  In May 1869, the completion of the         09:08:34

          4        transcontinental railroad allowed Wells Fargo         09:08:38

          5        express messengers to ride the rails.  By April 1,    09:08:42

          6        1897, Wells Fargo was operating in the upper Midwest  09:08:46

          7        aboard the trains of the Chicago Great Western        09:08:50

          8        Railroad, and had 31 offices in Minnesota.  The Twin  09:08:52

          9        Cities locations became part of Wells Fargo's ocean   09:08:56

         10        to ocean express network of offices around the        09:09:00

         11        country and around the world.  By 1910, Wells Fargo   09:09:02

         12        had offices in 194 Minnesota communities, from Adams  09:09:06

         13        to Zumbrota.                                          09:09:10

         14             In 1918, Wells Fargo changed abruptly when as a  09:09:12

         15        wartime measure due to the first world war, the       09:09:18

         16        federal government took over all of the 10,000 then   09:09:22

         17        Wells Fargo offices throughout the U.S. as our        09:09:24

         18        express operations, and the Wells Fargo name          09:09:28

         19        disappeared from depots and storefronts throughout    09:09:30

         20        Minnesota.  However, Wells Fargo's banking            09:09:34

         21        operations continued in the West, carrying on the     09:09:36

         22        most famous name in Western banking.                  09:09:40

         23             This year our history adds a new chapter with    09:09:42

         24        our merger with Norwest.  We want to build a strong   09:09:44

         25        foundation for the new Wells Fargo that will last a   09:09:48



     
     



                                                                      9

          1        long time.  We pledge to make the transition as       09:09:52

          2        smooth as possible, and I can assure you that we      09:09:54

          3        will take the time to do it right.                    09:09:58

          4             In bringing Norwest and Wells Fargo together,    09:10:00

          5        we find that our cultures have much in common.        09:10:06

          6        These similarities include high performance           09:10:08

          7        orientation, commitments to customer service, high    09:10:12

          8        quality of team member talent, and strong records of  09:10:14

          9        community involvement.                                09:10:18

         10             One value that we find that Norwest and Wells    09:10:18

         11        Fargo share is our belief that people are the best    09:10:22

         12        competitive advantage we have.  At Wells Fargo, our   09:10:24

         13        employees do whatever it takes to come through for    09:10:28

         14        the customer.                                         09:10:30

         15             Both Wells Fargo and Norwest believe in the      09:10:32

         16        strong linkage between a diverse work force and       09:10:36

         17        business success in an increasingly competitive       09:10:38

         18        global economy.  For Wells Fargo, nowhere is this     09:10:44

         19        more evident than in California, a state that is a    09:10:48

         20        true mosaic of ethnicities.  The new Wells Fargo      09:10:50

         21        will continue in its effort to recruit, retain and    09:10:54

         22        promote women and minority employees in key           09:10:58

         23        positions throughout the company in all of our        09:11:02

         24        combined markets, just as we have since the           09:11:04

         25        company's founding in 1852.                           09:11:08



     
     



                                                                     10

          1             It is true that our banks do have different      09:11:12

          2        business models, based on our geographic origins and  09:11:14

          3        the different types of businesses we are in.  For     09:11:18

          4        example, Norwest grew up here in the Midwest with     09:11:20

          5        more community banks than Wells Fargo's               09:11:24

          6        predominantly urban markets.  But that does not mean  09:11:26

          7        that the new Wells Fargo would adopt an urban model   09:11:30

          8        in areas where a community banking model would work   09:11:32

          9        better.  Both banks have been looking for a model to  09:11:36

         10        cultivate the other's marketplace.  We'll gain by     09:11:38

         11        sharing our different business models that fit each   09:11:42

         12        type of community in combining them into a common     09:11:44

         13        operating philosophy.                                 09:11:48

         14             Our commitment to all of the communities in      09:11:48

         15        which we do business is to take best practices,       09:11:50

         16        those things that work well in both organizations,    09:11:54

         17        and apply them to the new Wells Fargo.                09:11:56

         18             First, let me emphasize that the new Wells       09:12:02

         19        Fargo will honor all of Wells Fargo's and Norwest's   09:12:04

         20        previous CRA commitments.  Wells Fargo is a leader    09:12:06

         21        in outreach to women and minority-owned small         09:12:10

         22        businesses in the West, if not the nation.  These     09:12:14

         23        commitments include a $10 billion, ten-year goal for  09:12:16

         24        women-owned small businesses, a $1 billion, six-year  09:12:22

         25        goal for providing loans to Latino-owned small        09:12:26



     
     



                                                                     11

          1        businesses, and a recently announced one billion,     09:12:28

          2        12-year goal for loans to African-American-owned      09:12:34

          3        small businesses.  The new Wells Fargo will continue  09:12:36

          4        to aggressively market its products to low income     09:12:38

          5        and minority communities to ensure equal access to    09:12:42

          6        credit and banking services to all citizens.          09:12:44

          7             It is worth noting that in 1990, Wells Fargo     09:12:48

          8        was the first major bank in the country to announce   09:12:50

          9        a multi-year CRA lending goal, and the first bank to  09:12:54

         10        exceed its goal.  Our CRA goals and lending results   09:12:58

         11        are shared with the communities we serve on an        09:13:02

         12        ongoing basis.  You can find state-by-state results   09:13:04

         13        of our lending, service, and investment programs at   09:13:08

         14        our web site, which is www.wellsfargo.com.            09:13:12

         15             Some have asked, how can the new Wells Fargo     09:13:18

         16        set goals when no one knows what will happen ten      09:13:22

         17        years from now?  Well, we can't predict the future,   09:13:24

         18        but we do know that we'll be there to meet the        09:13:28

         19        credit needs of communities and consumers, however    09:13:30

         20        those needs change.  We know that from our past       09:13:34

         21        experience with our CRA program.  It is flexible and  09:13:36

         22        can accommodate new or special local programs as      09:13:40

         23        needed.                                               09:13:42

         24             Wells Fargo's most current CRA lending goal,     09:13:44

         25        which is $45 billion over ten years, was announced    09:13:48



     
     



                                                                     12

          1        in December 1995, at the time of our merger with      09:13:50

          2        First Interstate.  This goal is a public commitment   09:13:52

          3        to provide community lending and investments through  09:13:58

          4        a comprehensive and focused CRA strategy that         09:14:00

          5        capitalizes on the bank's unique small business and   09:14:04

          6        community development lending strengths.  We will     09:14:08

          7        continue to honor this commitment.                    09:14:10

          8             To date, Wells Fargo has accomplished over 16    09:14:14

          9        billion of this goal, resulting in the creation of    09:14:16

         10        over 340,000 jobs and over 13,000 affordable living   09:14:18

         11        spaces.                                               09:14:26

         12             Wells Fargo and Norwest intend, through our      09:14:26

         13        current and future community reinvestment programs,   09:14:28

         14        to be the unrivaled banking leader in CRA lending     09:14:32

         15        throughout our new 21-state territory.  Wells Fargo   09:14:36

         16        has achieved outstanding CRA ratings from its         09:14:38

         17        primary regulator and will continue to do so.         09:14:42

         18             Let me give you examples from two areas, small   09:14:46

         19        business and community development lending, where     09:14:48

         20        Wells Fargo has exemplified community reinvestment    09:14:50

         21        best practices.                                       09:14:54

         22             Since 1996, Wells Fargo has lent over $11        09:14:56

         23        billion to small businesses and small farms.          09:15:00

         24        According to the most current public data available,  09:15:02

         25        Wells Fargo provided more small business loan         09:15:06



     
     



                                                                     13

          1        dollars to low and moderate income communities in     09:15:08

          2        the U.S. than any other bank in both 1996 and 1997.   09:15:10

          3        With Norwest's expertise in small farm lending,       09:15:16

          4        Wells Fargo expects to outlocal the nationals and     09:15:20

          5        become the premier small business and small farm      09:15:22

          6        bank in the nation.                                   09:15:26

          7             Wells Fargo is already a national leader in      09:15:28

          8        community development financing for both the          09:15:32

          9        construction of multi-family housing units and        09:15:32

         10        financing to middle market businesses for job         09:15:36

         11        creation.  We believe that the creation of a          09:15:38

         12        community development corporation, CDC, will further  09:15:40

         13        enhance our community programs.  Through the          09:15:44

         14        creation of a new national CDC, Wells Fargo will      09:15:46

         15        lend to nonprofit organizations that develop          09:15:50

         16        affordable houses or provide technical assistance to  09:15:52

         17        micro and very small businesses in low income         09:15:56

         18        communities. 

         19             Additionally, Wells Fargo has developed a        09:16:00

         20        portfolio of diverse and innovative CRA investments   09:16:04

         21        to meet local community financing needs.  Currently   09:16:08

         22        Wells Fargo has a CRA investment portfolio of $213    09:16:10

         23        million towards its $500 million, ten-year CRA        09:16:16

         24        investment goal.                                      09:16:20

         25             A significant portion of Wells Fargo's           09:16:20



     
     



                                                                     14

          1        investments are focused on rural markets.  Wells      09:16:22

          2        Fargo is the largest bank investor in the Rural       09:16:24

          3        Community Assistance Corporation, RCAC, a nonprofit   09:16:28

          4        agency dedicated to improving the lives of low        09:16:32

          5        income, rural Americans.  RCAC provides technical     09:16:36

          6        assistance, loans, grants, and operational support    09:16:40

          7        for organizations in rural communities.               09:16:44

          8             When it comes to CRA contributions, both Wells   09:16:46

          9        Fargo and Norwest have solid records of making        09:16:46

         10        grants throughout their markets.  In 1995, Wells      09:16:50

         11        Fargo pledged that 75 percent of our contributions    09:16:52

         12        would support credit counseling, affordable housing,  09:16:56

         13        job training programs, schools serving low to         09:17:00

         14        moderate income students, and programs that provide   09:17:04

         15        social services in low income and rural communities.  09:17:08

         16        Last year 78 percent of our contribution dollars      09:17:08

         17        funded such activities.                               09:17:10

         18             We intend to continue to be a leader in a wide   09:17:12

         19        range of cultural (sic) community reinvestment in     09:17:16

         20        contribution-related issues.                          09:17:18

         21             Now to the business aspects of the merger.  The  09:17:20

         22        new Wells Fargo will have nine of the ten fastest     09:17:24

         23        growing state economies in our markets.  To serve     09:17:28

         24        our customers, the new Wells Fargo will have a        09:17:30

         25        strong delivery system across the new 21-state        09:17:34



     
     



                                                                     15

          1        territory, including traditional branches,            09:17:36

          2        supermarket branches, business centers, ATMs,         09:17:38

          3        24-hour telephone service, Internet banking, and PC   09:17:42

          4        banking.  These choices cover all income segments.    09:17:46

          5             In our major metropolitan areas approximately    09:17:50

          6        half of Wells Fargo's branches are located within a   09:17:54

          7        mile of low income communities.  In fact, to be       09:17:58

          8        where our customers want or need us, we expanded our  09:18:00

          9        network.  In the past two years, we added 506 new     09:18:02

         10        staffed offices, which include 353 supermarket        09:18:06

         11        branches.                                             09:18:10

         12             Just as Wells Fargo historically expanded its    09:18:10

         13        delivery system from the stagecoach to the railroad   09:18:14

         14        lines, we are embracing new banking technology and    09:18:16

         15        new formats for branch offices.  We will continue to  09:18:20

         16        be a leader in community banking.                     09:18:22

         17             So, in a sense, today we are where we started    09:18:24

         18        in 1852 - we are spanning the Western territories     09:18:26

         19        and back to serving Minnesota communities.            09:18:30

         20             Wells Fargo looks forward to merging with a      09:18:34

         21        strong partner, Norwest, and continuing our historic  09:18:36

         22        role as a leader under the Community Reinvestment     09:18:38

         23        Act.  We pledge to become the best financial          09:18:40

         24        institution in this marketplace and in every          09:18:44

         25        community we serve.  Thank you.                       09:18:46



     
     



                                                                     16

          1        

          2                  CHAIRPERSON SMITH:  Thank you.  Mr.         09:18:50

          3        Biller.

          4        

          5                  MR. BILLER:  Thank you, and good morning.   09:18:52

          6        I'm Les Biller, president of Norwest Corporation,     09:18:54

          7        and I'm pleased to represent Norwest at this          09:18:58

          8        important meeting.  Our chairman, Dick Kavosovich,    09:19:00

          9        very much wanted to be here today.  Unfortunately,    09:19:02

         10        he had a commitment in Washington, D.C., that's been  09:19:04

         11        on his calendar for approximately a year, which he    09:19:06

         12        was unable to change.  But with me today is Jim       09:19:08

         13        Campbell, president of our Minnesota bank, and the    09:19:12

         14        person responsible for all of our Minnesota           09:19:14

         15        marketplace.                                          09:19:16

         16             The benefits to this merger for our team         09:19:18

         17        members, our shareholders, and importantly for our    09:19:20

         18        customers and our communities are clear and           09:19:24

         19        compelling.  We would not have entered into this      09:19:26

         20        merger with Wells Fargo if we did not believe it was  09:19:28

         21        in the best interests of all our stakeholders, our    09:19:32

         22        shareholders, our 60,000 team members, our almost     09:19:36

         23        ten million customers, and our communities.           09:19:38

         24             For our customers, it means more convenience,    09:19:40

         25        more products, and more service than ever before.     09:19:42



     
     



                                                                     17

          1        For our team members, it means more opportunities     09:19:44

          2        for growth, both personally and professionally.  For  09:19:46

          3        our communities, it means a continued commitment to   09:19:50

          4        investing in every single one of them with our        09:19:52

          5        dollars, our resources, and our team members, not     09:19:56

          6        because we're a charity, but because it's good        09:19:58

          7        business.  When our communities succeed, we succeed,  09:20:00

          8        and it's impossible to have a healthy bank in a       09:20:04

          9        struggling community.  For our shareholders it means  09:20:06

         10        the prospects of creating an even greater value for   09:20:10

         11        their investment with a combined company.             09:20:12

         12             I'd like to respond point by point to the six    09:20:14

         13        primary concerns that I've heard about this merger.   09:20:18

         14        Those concerns are job losses, branch closings,       09:20:20

         15        fees, the conversion of our computer systems,         09:20:26

         16        community lending and contributions, and the move of  09:20:28

         17        corporate headquarters to San Francisco and its       09:20:30

         18        effect on local decision-making.  Let's take them     09:20:34

         19        one at a time.                                        09:20:38

         20             First, job losses.  Some are concerned this      09:20:38

         21        merger will result in significant job losses for the  09:20:40

         22        Twins Cities and Minnesota.  There will not be        09:20:42

         23        significant job losses.  I can pledge here, as I've   09:20:46

         24        pledged to our own team members on several            09:20:48

         25        occasions, the merger's effect on job losses here in  09:20:52



     
     



                                                                     18

          1        the Twin Cities, and indeed across all of Norwest,    09:20:54

          2        will not be significant.  The largest group of        09:20:58

          3        Norwest people directly affected by this merger is    09:21:00

          4        our headquarters staff here in Minneapolis.  These    09:21:04

          5        830 team members are approximately 1.4 percent of     09:21:08

          6        our total work force of 60,000.  Yes, a number of     09:21:10

          7        these 830 jobs will go away, but that does not mean   09:21:14

          8        that all of the people go away.  We take seriously    09:21:18

          9        the loss of even one job.  However, we've already     09:21:22

         10        proven in the recent consolidation of our banking     09:21:24

         11        operation centers that we can eliminate jobs and      09:21:28

         12        become more efficient, but there's still a way to     09:21:30

         13        keep most of the people.  We call it retain and       09:21:34

         14        retrain.                                              09:21:36

         15             We're being faithful to our retain and retrain   09:21:36

         16        process in this transition.  Our goal is to offer as  09:21:40

         17        many opportunities as we can to our effective team    09:21:44

         18        members for comparable positions in the new company.  09:21:46

         19        Now thanks to technology, we'll keep some corporate   09:21:50

         20        functions right here in Minneapolis by using virtual  09:21:54

         21        offices.  We're going to take our time.  Our retain   09:21:56

         22        and retrain process allows us to overstaff            09:22:00

         23        temporarily in some areas so we can keep good         09:22:02

         24        people.  We're going to do it right.                  09:22:04

         25             Second, some have expressed concern that the     09:22:08



     
     



                                                                     19

          1        merger will result in a disproportionate share of     09:22:10

          2        closing of banking stores in the low to moderate      09:22:14

          3        income neighborhoods.  That is not true.  We expect   09:22:16

          4        this merger will not result in any loss of services   09:22:20

          5        in any of our markets.  The only exception is a few   09:22:22

          6        communities in Arizona and Nevada where our banking   09:22:26

          7        stores overlap with Wells Fargo, and in those         09:22:28

          8        communities, government regulators will require us    09:22:32

          9        to sell certain assets to be consistent with federal  09:22:34

         10        anti-trust rules.  Even in those two states,          09:22:38

         11        however, we'll continue to serve the vast majority    09:22:40

         12        of those overlapping markets either through our       09:22:42

         13        stores or through Wells Fargo's stores.               09:22:46

         14             Third is fees.  We're in a competitive           09:22:50

         15        business.  Our fees are and will remain competitive   09:22:52

         16        in every market in which we do business.  If our      09:22:54

         17        customers don't believe they're getting value for     09:22:58

         18        our fees, they'll take their business elsewhere.      09:23:00

         19        They do have plenty of choices.  And if our fees      09:23:02

         20        aren't competitive, we'll lose customers.  Our goal   09:23:06

         21        is to grow and prosper with our communities.  We      09:23:08

         22        know that to do this, our fees must be competitive.   09:23:12

         23             Fourth, the conversion of our computer systems.  09:23:16

         24        Now here we're taking the time to do it right.        09:23:18

         25        We're beginning every discussion during this          09:23:20



     
     



                                                                     20

          1        transition by asking, what's in the best interest of  09:23:22

          2        the customer?  We're committed to the goal of         09:23:24

          3        flawless execution, and if we do have some problems,  09:23:28

          4        we'll fix them.  Courteous service people will be     09:23:32

          5        available to help customers through this transition.  09:23:34

          6             Also, both companies are on schedule to meet     09:23:38

          7        their year 2000 plan, and the merger will not change  09:23:40

          8        this course.  We will not combine any systems until   09:23:44

          9        we believe we're year 2000 compliant.                 09:23:46

         10             Fifth, community lending and contributions.      09:23:50

         11        Norwest has been and will continue to be, as part of  09:23:52

         12        the combined company, a leader in community lending   09:23:56

         13        in each of the markets in which we serve.  We're      09:24:00

         14        proud of our performance.  Two years ago Norwest      09:24:02

         15        Banks, holding more than three quarters of our        09:24:04

         16        banking assets, were rated outstanding for their      09:24:08

         17        performance under the Community Reinvestment Act by   09:24:10

         18        the office of the controller of the currency, and     09:24:12

         19        the remaining office has received satisfactory        09:24:16

         20        ratings.  Last year we loaned and invested almost     09:24:18

         21        $12 billion in qualified community development loans  09:24:22

         22        and investments to low and moderate income families,  09:24:26

         23        to small businesses or small farms.  Our banks in     09:24:28

         24        North and South Dakota, Iowa, Colorado, the Twin      09:24:32

         25        Cities, greater Minnesota and Nebraska, are the       09:24:36



     
     



                                                                     21

          1        number one S.B.A. lenders in their states.  Our       09:24:38

          2        Arizona bank, for example, is number one among all    09:24:40

          3        banks in that state in the percent of loans made to   09:24:44

          4        small businesses with gross annual revenues of less   09:24:46

          5        than one million dollars.  We're the number one ag    09:24:50

          6        lender in the Midwest, the Rocky Mountains, and the   09:24:52

          7        Southwest, and number three nationally, and will      09:24:56

          8        become the number one nationally when we do combine   09:24:58

          9        with Wells Fargo.  Thirteen and a half percent of     09:25:02

         10        Norwest's assets are invested in qualified community  09:25:06

         11        development loans and investments.  There are few     09:25:10

         12        other large financial services companies that can     09:25:12

         13        even come close to that performance.                  09:25:14

         14             Now, our goal is to continue to be a national    09:25:16

         15        leader in community lending and development.  We      09:25:20

         16        want to make sure these loans and investments for     09:25:22

         17        where they'll deliver the greatest value that is in   09:25:26

         18        the individual local communities.  One by one, we've  09:25:30

         19        been asked by some to make large, nationwide          09:25:32

         20        commitments.  Our total lending and investment in     09:25:34

         21        any state where we have banks already is large, but   09:25:38

         22        it is also local.  Our practice has been to set       09:25:40

         23        local goals rather than corporate-wide goals because  09:25:44

         24        we believe the best community investment decisions    09:25:46

         25        are made in local communities by community bankers    09:25:50



     
     



                                                                     22

          1        working with local community groups.  We believe our  09:25:52

          2        philosophy of local community decision-making has     09:25:56

          3        served our communities and our customers very well.   09:26:00

          4        For example, over the past seven years our community  09:26:04

          5        home ownership program has provided more than $670    09:26:06

          6        million in mortgage loans to nearly 13,000 low to     09:26:10

          7        moderate income home buyers in 15 states.  Each of    09:26:14

          8        these programs is designed and managed locally.  Due  09:26:18

          9        to the Norwest Housing Foundation, Norwest Mortgage   09:26:22

         10        has pledged $16 1/2 million over the next five 

         11        years, one of the largest donations ever, to Habitat 

         12        for Humanity. 

         13             We've also reached out to underserved            09:26:34

         14        communities.  One example is the Navajo nation.       09:26:36

         15        Between 1994 and 1996, we invested $4 million to      09:26:40

         16        build four new banking stores in the Navajo nation,   09:26:42

         17        each designed by a Navajo architect.  Over 90         09:26:46

         18        percent of the staff of these banks are Navajo; so    09:26:50

         19        are the consumer managers of all of these stores.     09:26:54

         20        Our consumer loans on the Navajo nation tripled in    09:26:56

         21        four years to almost $6 million.  We created a $22    09:27:00

         22        million partnership with Norwest Mortgage and the     09:27:02

         23        federal government to build almost 300 homes in the   09:27:04

         24        Navajo nation.  We also created a program to loan up  09:27:08

         25        to $25 hundred each to Navajos with little or no      09:27:10



     
     



                                                                     23

          1        credit history who take courses in personal money     09:27:14

          2        management.                                           09:27:18

          3             Another example is right here in the Midwest.    09:27:18

          4        Norwest Mortgage has launched a program in South      09:27:20

          5        Dakota, North Dakota, and Nebraska, to reduce loan    09:27:22

          6        approval time for American Indians living on          09:27:24

          7        allotted trust land.                                  09:27:28

          8             Six is local decision-making, the role of our    09:27:30

          9        corporate headquarters.  The decision to move our     09:27:34

         10        corporate headquarters was the most difficult         09:27:36

         11        decision we had to make.  This decision was driven    09:27:38

         12        by the need to locate our headquarters closest to     09:27:40

         13        the highest concentration of banking deposits, which  09:27:42

         14        is in California, by a factor of almost four times    09:27:46

         15        that of Minnesota.  But I can assure you, the         09:27:48

         16        decision to move our corporate headquarters will      09:27:52

         17        have absolutely no effect on our commitment to local  09:27:54

         18        decision-making in each of our communities.  Our      09:27:58

         19        business philosophy in the combined company will      09:28:00

         20        continue to be based on this principle.  Local        09:28:02

         21        decision-making is the key to serving our             09:28:06

         22        communities effectively because we believe the best   09:28:08

         23        decisions are local decisions.  Decisions at the      09:28:10

         24        local level at Norwest are made by people we trust,   09:28:12

         25        people who know our communities better than anyone    09:28:16



     
     



                                                                     24

          1        else, the people who live and work in their           09:28:18

          2        communities and who have firsthand knowledge of what  09:28:20

          3        really matters there.  And to a centralized company   09:28:22

          4        such as Norwest, what matters is not where our        09:28:28

          5        corporate headquarters is but how we serve our        09:28:30

          6        customers locally one at a time when they walk into   09:28:32

          7        any one of our 4,000 stores, half of which, by the    09:28:36

          8        way, are located in smaller communities, many with    09:28:38

          9        less than 50,000 people in them.                      09:28:40

         10             Let me give you an example.  We bought United    09:28:44

         11        Banks of Colorado in 1991.  It was the state's        09:28:46

         12        largest bank.  We closed its corporate headquarters,  09:28:50

         13        but as we do in all of our banking states, we kept    09:28:50

         14        local decision-making in each of our Colorado         09:28:54

         15        markets.  Today we're the number one bank in          09:28:56

         16        Colorado, an outstanding corporate citizen, a leader  09:28:58

         17        in the community, and the generous supporter of       09:29:00

         18        hundreds of nonprofit organizations in that state.    09:29:04

         19        The president of Colorado Bank, John Nelson, is       09:29:06

         20        chairman of the board of the Denver United Way, and   09:29:08

         21        his bank has been named Colorado's best by the        09:29:12

         22        Colorado Business Journal.  It is only one of five    09:29:14

         23        businesses in the nation recognized by the U.S.       09:29:18

         24        Labor Department for hiring, training and promoting   09:29:20

         25        women and people of color.  Here in Minnesota, Jim    09:29:24



     
     



                                                                     25

          1        Campbell, who's been with Norwest 34 years, who has   09:29:26

          2        run our Twin Cities market for over a decade, is      09:29:28

          3        staying here.  He and his team will continue to call  09:29:32

          4        the shots here.  Jim is the chairman of the United    09:29:34

          5        Way Campaign for the Minneapolis area this year.      09:29:38

          6        These are just two examples of what we see across     09:29:40

          7        Norwest.                                              09:29:42

          8             I want to thank you for the opportunity to       09:29:44

          9        speak on behalf of Norwest this morning.  I also      09:29:46

         10        want to thank all of the concerned citizens on both   09:29:48

         11        sides of this proposed merger who took the time to    09:29:52

         12        attend this meeting today.  Thank you.                09:29:54

         13                  

         14                  CHAIRPERSON SMITH:  Questions from the      09:29:58

         15        panel?  

         16        

         17                  MS. AWAI:  Thank you.  As you know the      09:29:58

         18        Board is required to consider the effects of the      09:30:00

         19        proposal on the convenience and needs of the          09:30:02

         20        communities to be affected.  This consideration will  09:30:04

         21        take into effect both Wells' and Norwest's record of  09:30:08

         22        performance on the Community Reinvestment Act.        09:30:12

         23        You've alluded to a best practices approach in        09:30:14

         24        determining which types of program will be retained.  09:30:20

         25        At this point are you able to identify any of these   09:30:22



     
     



                                                                     26

          1        programs?                                             09:30:24

          2             The other question that I had has been raised    09:30:26

          3        by many of the written commentors, which we have had  09:30:28

          4        an opportunity to review.  Those commentors are       09:30:32

          5        concerned that the proposed merger may result in a    09:30:34

          6        decrease in services in rural communities.  Could     09:30:38

          7        you address both of those?                            09:30:42

          8        

          9                  MR. HAZEN:  I'll start off with the first   09:30:46

         10        one.  In terms of best practices, we obviously have   09:30:46

         11        exchanged information and looked at the things that   09:30:50

         12        both of our companies have done in terms of programs  09:30:52

         13        that we can reach, and I, in my comments, spoke       09:30:58

         14        specifically, for example, in the fact that in small  09:31:02

         15        farming communities, Norwest has done a lot more      09:31:04

         16        than Wells Fargo, whereas still Wells Fargo does      09:31:08

         17        serve a lot of farming communities throughout its     09:31:12

         18        geographic territories.  So we will adopt a lot of    09:31:16

         19        things that Norwest has been able to do there.        09:31:18

         20             I think our small business programs for          09:31:22

         21        specific groups which I mentioned, for example women  09:31:26

         22        and Latinos and African-Americans, is something that  09:31:30

         23        Norwest has been less focused, and we can continue    09:31:36

         24        to combine that.  Those would be examples of best     09:31:40

         25        practices across both companies where we can share    09:31:42



     
     



                                                                     27

          1        it in the combined company.                           09:31:48

          2        

          3                  MR. BILLER:  Regarding the question about   09:31:50

          4        rural communities, we don't see any reduction in      09:31:50

          5        services in rural communities.  It's been kind of a   09:31:54

          6        hallmark of Norwest to be operating in smaller        09:31:58

          7        communities.  We think we know how to do that well    09:32:00

          8        and profitably, and we would expect to continue to    09:32:02

          9        do that.                                              09:32:04

         10        

         11                  CHAIRPERSON SMITH:  Any other questions?    09:32:08

         12        If not, thank you very much for being here this       09:32:10

         13        morning.                                              09:32:12

         14             And we'll move on to Panel No. 1.  We're going   09:32:12

         15        to start with Mr. Jacobson.                           09:33:20

         16        

         17                  MR. JACOBSON:  Thank you, and good          09:33:36

         18        morning.  My name is Jim Jacobson, and I'm assistant  09:33:38

         19        attorney general appearing this morning on behalf of  09:33:42

         20        Attorney General Hubert Humphrey.  I'd like to begin  09:33:44

         21        today by thanking the Federal Reserve Board for       09:33:48

         22        holding this public meeting and for giving our        09:33:50

         23        office and other interested parties an opportunity    09:33:52

         24        to comment on the proposed merger between Norwest     09:33:54

         25        and Wells Fargo.  I would also like to thank Norwest  09:33:56



     
     



                                                                     28

          1        for its letter to Attorney General Humphrey           09:34:00

          2        responding to some of the concerns addressed in our   09:34:04

          3        written comments to the Board.  Since time is         09:34:06

          4        limited, I will get right to the point.               09:34:08

          5             I'm here today because the Attorney General's    09:34:12

          6        concerned that this proposed merger has the           09:34:14

          7        potential to affect Minnesota consumers, small        09:34:16

          8        businesses and communities on all three factors       09:34:20

          9        considered under the Community Reinvestment Act:      09:34:22

         10        lending, investment, and service.  Our concerns on    09:34:26

         11        these three points are heightened in view of Wells    09:34:28

         12        Fargo's record following its recent merger with       09:34:32

         13        First Interstate.  For example, according to a study  09:34:38

         14        conducted by the steelworkers, Wells Fargo closed or  09:34:42

         15        sold all of its branches in 129 locations following   09:34:44

         16        its merger, thereby reducing services to low income   09:34:46

         17        and rural communities.                                09:34:52

         18             Specifically with regard to customer service,    09:34:52

         19        Wells Fargo's post-merger record is not encouraging.  09:34:56

         20        According to reports, Wells Fargo encountered         09:34:58

         21        extensive service problems following its merger and   09:35:02

         22        cut back on certain customer services.  For example,  09:35:04

         23        according to a recent report in the San Jose          09:35:08

         24        newspaper, Wells Fargo discontinued First             09:35:12

         25        Interstate's practice of providing free checking to   09:35:16



     
     



                                                                     29

          1        seniors and now imposes a $9 per month charge unless  09:35:18

          2        seniors maintain a significant minimum balance.  For  09:35:24

          3        seniors on fixed incomes and limited budgets, $9 per  09:35:26

          4        month, or 108 per year, can be a significant burden.  09:35:30

          5             The Board indicated in its recent order          09:35:34

          6        approving another merger that "the CRA does not       09:35:38

          7        impose any limitation on the fees or other charges    09:35:42

          8        that banks may assess for their services."  We        09:35:46

          9        believe, however, that fees and charges for banking   09:35:50

         10        and deposit services are a highly important factor    09:35:52

         11        that the Board should be taking into account under    09:35:56

         12        its CRA analysis.                                     09:35:58

         13             In addition to our concerns about Wells Fargo's  09:36:02

         14        CRA record, I would like to acknowledge the concerns  09:36:04

         15        raised by ACORN in its submission regarding           09:36:08

         16        Norwest's lending practices in low and moderate       09:36:12

         17        income communities.  The statistics cited by ACORN    09:36:16

         18        create additional grounds for concern about the       09:36:20

         19        possible effects of a merger which would relocate     09:36:24

         20        the headquarters to California.  As Congressman       09:36:26

         21        Vento points out in his comments, there already is    09:36:30

         22        a "growing bi-coastal concentration of financial      09:36:32

         23        services companies in the United States."             09:36:36

         24             Relocation of Norwest's headquarters to          09:36:40

         25        California only exacerbates concerns about its        09:36:42



     
     



                                                                     30

          1        lending policies and creates a real concern that low  09:36:46

          2        and moderate income communities in Minnesota could    09:36:50

          3        be overlooked following the merger.  In its           09:36:52

          4        application to the Board, Norwest recognizes the      09:36:56

          5        importance of its CRA responsibilities and states     09:37:00

          6        the merger will provide enhanced lending investment   09:37:02

          7        and service to low and moderate income communities.   09:37:06

          8        At this point, however, details as to how this will   09:37:08

          9        be accomplished are lacking.                          09:37:12

         10             We recognize and appreciate the fact that the    09:37:14

         11        Board already has requested and obtained from         09:37:16

         12        Norwest additional information regarding its CRA      09:37:20

         13        programs and future plans, and we know that the       09:37:24

         14        Board will carefully review this information.         09:37:26

         15        However, in light of the concerns set forth above,    09:37:28

         16        Attorney General Humphrey also requests that the      09:37:32

         17        Board, before it acts on the merger, require Norwest  09:37:34

         18        to submit a detailed commitment for reinvestment in   09:37:38

         19        small businesses and in low and moderate income       09:37:42

         20        communities in Minnesota along the lines of the       09:37:44

         21        recent Nations Bank/Bank America plan for $350        09:37:48

         22        billion in community lending over ten years.          09:37:52

         23             Moreover, Norwest should be required to make a   09:37:56

         24        commitment that it will prevent branch closings in    09:37:58

         25        low income and rural areas and prevent increases in   09:38:02



     
     



                                                                     31

          1        banking fees and decreases in banking services.       09:38:06

          2             Finally, the Board should provide the            09:38:08

          3        opportunity for public comment on Norwest's           09:38:12

          4        commitments on these issues to ensure that the        09:38:14

          5        convenience and the needs of the community truly      09:38:18

          6        will be satisfied following the proposed merger.      09:38:20

          7             Thank you very much for your time this morning.  09:38:24

          8        

          9                  CHAIRPERSON SMITH:  Thank you.  Ms. Clark.  09:38:26

         10         

         11                  MS. CLARK:  Good morning.  And I'd also     09:38:32

         12        like to thank you for this opportunity to make some   09:38:34

         13        public comments.  My name is Karen Clark, and I am    09:38:36

         14        state representative for five inner city              09:38:40

         15        neighborhoods in south Minneapolis, and also the      09:38:42

         16        chair of the Housing -- Housing and Finance           09:38:44

         17        Committee of the Minnesota House of Representatives,  09:38:44

         18        and also a member of the House Financial              09:38:46

         19        Institutions and Insurance Committee.                 09:38:50

         20             I'm worried that the proposed merger between     09:38:52

         21        Norwest and Wells Fargo will negatively affect my     09:38:54

         22        constituents in their access to banking and to        09:38:56

         23        credit.  The Phillips neighborhood, in particular,    09:39:00

         24        where I both live and represent, has suffered from a  09:39:02

         25        history of neglect by banks.  With 17,000 residents,  09:39:04



     
     



                                                                     32

          1        we are the largest neighborhood in Minneapolis, and   09:39:10

          2        I might add, more populous than 35 of Minnesota's     09:39:12

          3        counties, and yet we do not have a single major       09:39:16

          4        banking facility located there.  What does that tell  09:39:20

          5        you about the banking industry's relationship to the  09:39:22

          6        lowest income district in the state?                  09:39:24

          7             As you may know, the State of Minnesota is in    09:39:26

          8        the throes of a serious crisis in affordable          09:39:30

          9        housing.  It's extremely hard to find an affordable   09:39:32

         10        unit of housing to rent or even to buy in the many 

         11        areas throughout the state, but particularly in the   09:39:36

         12        inner city where the vacancy rate in rental housing   09:39:38

         13        is 1.3 to 1.8 percent.  That's critically below the   09:39:42

         14        7 percent that's considered a healthy rental market.  09:39:46

         15             It's estimated that we are lacking 38,000 units  09:39:50

         16        of affordable housing in the metropolitan area        09:39:52

         17        alone.  The problem is both one of not producing      09:39:56

         18        enough new affordable housing and of not preserving   09:39:58

         19        what affordable housing we already have.

         20             If you would walk with me around my              09:40:02

         21        neighborhood, as I recently have been doing a lot     09:40:04

         22        lately, you would count at least 200 units of         09:40:06

         23        boarded or vacant houses in need of repair.  Some of  09:40:10

         24        these are scheduled for demolition, but many of       09:40:12

         25        these homes could be repaired and purchased by our    09:40:14



     
     



                                                                     33

          1        hard-working, low income families that often pay      09:40:16

          2        twice as much in rent as they would for a mortgage    09:40:18

          3        with renovation rolled in for the same house or       09:40:22

          4        similar house.                                        09:40:24

          5             We need Norwest's help to develop better home    09:40:26

          6        mortgage products that would be more responsive to    09:40:30

          7        the particular credit needs of many of our            09:40:32

          8        hard-working, low income families in order to allow   09:40:32

          9        that to happen.                                       09:40:36

         10             Last year in the state legislature, we had an    09:40:36

         11        opportunity to both help rehabilitate and construct   09:40:38

         12        more affordable housing and had an unprecedented      09:40:40

         13        alliance with the private sector to do so.  We        09:40:44

         14        proposed that the state invest $40 million in a       09:40:46

         15        combination of state housing and finance agency       09:40:48

         16        funds and tax credits, and the private sector, with   09:40:52

         17        strong leadership provided by the Minnesota Family    09:40:54

         18        Housing Funds, proposed to match that with $20        09:40:58

         19        million.  Together that would have leveraged another  09:41:00

         20        $180 million in private and federal funding for a     09:41:02

         21        total of $200 million in housing rehabilitation and   09:41:04

         22        new construction dollars for both home ownership and  09:41:08

         23        rental housing.  What you need to know is the result  09:41:10

         24        would have created about 3,000 affordable housing     09:41:14

         25        units. Unfortunately, Governor Carlson vetoed all     09:41:16



     
     



                                                                     34

          1        but $5 million for construction and rehabilitation. 

          2             My understanding is that Wells Fargo recently    09:41:20

          3        pledged that if the merger is approved, they will     09:41:24

          4        lend $5 billion a year in California to minority and  09:41:26

          5        low income customers for home mortgages, small        09:41:30

          6        businesses, and community development.  Before        09:41:32

          7        Norwest moves its headquarters out of Minnesota to    09:41:36

          8        California, we need them to make a similar            09:41:40

          9        commitment to the people of the Phillips              09:41:44

         10        neighborhood, the people of Minneapolis and St.       09:41:44

         11        Paul, and to all Minnesotans.  With their new         09:41:46

         12        savings and combined wealth, they should become a     09:41:48

         13        major private sector leader to match the public       09:41:50

         14        commitment the legislature has already shown it       09:41:52

         15        could provide.

         16             Norwest and Wells Fargo have announced that      09:41:54

         17        this merger will save them $630 million a year on     09:41:58

         18        top of the already large profits these banks make.    09:42:02

         19        We clearly need them to put more money back into our  09:42:04

         20        community in the way that I've mentioned.             09:42:08

         21             One other significant approach to increasing     09:42:10

         22        home ownership opportunities is that the merged       09:42:14

         23        Wells Fargo-Norwest Bank could provide would be to    09:42:14

         24        raise the wages of its front-line workers.  My        09:42:16

         25        information is that the average wages of the workers  09:42:20



     
     



                                                                     35

          1        who work in the banking industry are such that they   09:42:22

          2        can't afford housing in today's market without        09:42:24

          3        public subsidy.  For example, a bank teller at        09:42:26

          4        Norwest-Wells Fargo would need to earn $12.38 an      09:42:30

          5        hour just to be able to afford the fair market rent   09:42:36

          6        for a two-bedroom home here, which is $644 a month,   09:42:38

          7        or would need to earn $18.98, almost $19 an hour, to  09:42:42

          8        rent a four-bedroom housing unit.  My understanding   09:42:46

          9        is that many of Norwest-Wells Fargo's bank employees  09:42:50

         10        don't earn that kind of wage.  Raising their wages    09:42:54

         11        would be one significant way to help with the         09:42:54

         12        housing crisis and community reinvestment.            09:42:58

         13             I am concerned that even though Norwest is the   09:43:00

         14        largest mortgage company in the country, they are     09:43:02

         15        behind other Twin Cities banks in their lending to    09:43:04

         16        people of color and in low income neighborhoods like  09:43:08

         17        those I represent, according to their 1997 records    09:43:10

         18        for conventional and FHA loans.  What is Norwest      09:43:16

         19        doing to address this?                                09:43:16

         20             On the House Financial Institutions Committee,   09:43:18

         21        I fought for fairer bank fees for low income          09:43:22

         22        consumers and senior citizens.  Many of my            09:43:24

         23        constituents have complained about exorbitant         09:43:26

         24        bounced check fees and how hard that is on a fixed    09:43:30

         25        income.  We've heard testimony in particular from     09:43:32



     
     



                                                                     36

          1        many of our military veterans and pensioners.  Now    09:43:34

          2        Norwest just raised their bank check fee from $21 to  09:43:38

          3        $25.  Norwest is one of the biggest depositories of   09:43:44

          4        state funds.  In the 1998 legislature, I authored     09:43:46

          5        legislation that in order for a bank to have the      09:43:50

          6        privilege of being a state depository for Minnesota,  09:43:50

          7        they would have to offer a life-line checking         09:43:54

          8        account.  Norwest fought this legislation.            09:43:58

          9             I'm concerned in general that the Norwest-Wells  09:44:00

         10        Fargo merger will make banking even less affordable   09:44:04

         11        to low income people.  And I understand, as was       09:44:06

         12        mentioned earlier, that Wells Fargo stopped honoring  09:44:08

         13        the free checking for seniors, and that was           09:44:12

         14        described earlier.                                    09:44:14

         15             Since my time is up, I just wanted to say that   09:44:16

         16        I really would appreciate some assurances from the    09:44:18

         17        Board in addressing these questions.  My              09:44:20

         18        constituents need to know, and I hope that you need   09:44:24

         19        to know before you approve the merger.                09:44:24

         20        

         21                  CHAIRPERSON SMITH:  Thank you.              09:44:26

         22        Mr. Curley.                                           09:44:28

         23        

         24                  MR. CURLEY:  Thank you, Ms. Smith.  Thank   09:44:30

         25        you for this opportunity to testify before the Board  09:44:30



     
     



                                                                     37

          1        this morning.  I bring greetings from the -- from a   09:44:34

          2        nation within a nation, and that is the Navajo        09:44:38

          3        nation.  My presentation will cover a few             09:44:40

          4        experiences the Navajos have had with Norwest Bank,   09:44:44

          5        Arizona, but before I move into these experiences,    09:44:50

          6        let me express the fact that the Navajo nation is     09:44:52

          7        pleased and honored to have four Norwest banks        09:44:54

          8        located within the boundaries of our reservation.     09:44:58

          9        Furthermore, we are proud to have gainfully employed  09:45:02

         10        qualified Navajos within these banks.                 09:45:06

         11             In late 1993, Norwest Bank of Arizona made       09:45:10

         12        commitments over a ten-year period, and there are     09:45:16

         13        four commitments that they made that I want to cover  09:45:20

         14        this morning.  The first one is to open two           09:45:22

         15        full-service banking facilities on the Navajo nation  09:45:26

         16        and improve the two existing banking locations.       09:45:30

         17        Second, to originate 60 million in loans over a       09:45:34

         18        ten-year period.  Third, an annual contribution of    09:45:38

         19        $5,000 to the Navajo Nation College Scholarship       09:45:44

         20        Fund.  Four, establish a community advisory board     09:45:48

         21        comprised of seven members representative of the      09:45:52

         22        Navajo nation, and I'm one of those community         09:45:54

         23        representatives.                                      09:45:58

         24             Norwest's record against this commitment so far  09:45:58

         25        has demonstrated the bank's sincerity and good faith  09:46:04



     
     



                                                                     38

          1        concerning the people of the Navajo nation.           09:46:08

          2        Norwest's performance on each of the above            09:46:10

          3        commitments through June 1998 is as follows.  Number  09:46:14

          4        one, Norwest Bank-Arizona has invested 4 million, as  09:46:18

          5        Mr. Biller has said, to build its four full-service   09:46:24

          6        bank branches within the boundaries of the Navajo     09:46:28

          7        nation.  These offices make up the Norwest Northeast  09:46:30

          8        Bank.  These branches are located in small towns      09:46:36

          9        within the reservation.  One is in Window Rock -- I   09:46:40

         10        know you can't identify with this -- one is in Tubac  09:46:44

         11        City, one is in Kayenta, and one is in Chinle.  All   09:46:48

         12        four branch managers are of Navajo descent, and the   09:46:54

         13        remaining 35 employees all but two are of Navajo      09:46:56

         14        decent.                                               09:47:02

         15             Number two, over the first four and a half       09:47:02

         16        years of the ten-year lending commitment, Norwest     09:47:04

         17        has lent almost $35 million to the Navajo people.     09:47:10

         18        And there's another side to this.  Norwest has been   09:47:14

         19        working directly with the Navajo nation government,   09:47:16

         20        and they have lent to one of our enterprises out      09:47:20

         21        there called the Navajo Agricultural Products         09:47:24

         22        Corporation, a credit line -- or a loan of $7         09:47:28

         23        million, a line of credit of $3 million.  We also     09:47:34

         24        have a Navajo Arts and Crafts Guild up there, and     09:47:38

         25        they've loaned them $129,000,998.77.  And then to     09:47:42



     
     



                                                                     39

          1        the Navajo nation itself, we have two term loans of   09:47:50

          2        $1,640,000, $7,500,000.  We also have a Navajo        09:48:00

          3        Housing Authority, and there is a credit line of      09:48:04

          4        $1,395,000.  As I mentioned earlier, there's a $60    09:48:10

          5        million commitment that Norwest made to the Navajo    09:48:14

          6        nation.  Part of this $60 million commitment was a    09:48:18

          7        commitment of approximately 28 million in mortgage    09:48:20

          8        loans on the reservation.                             09:48:24

          9             In order to help ensure that the mortgage        09:48:26

         10        lending goal is achieved, Norwest has obtained the    09:48:28

         11        approval offering the HUD 184 Loan Program to the     09:48:32

         12        Navajo nation; has already closed seven mortgage      09:48:36

         13        loans under the program.                              09:48:40

         14             Norwest has contributed to the Navajo Nation     09:48:42

         15        Scholarship Fund each year, in addition to other      09:48:46

         16        charitable contributions, to Navajo nation events     09:48:52

         17        and organizations $5,000 plus, each and every year.   09:48:54

         18             Number four, Norwest has had an active           09:49:00

         19        Community Advisory Board in place within the Navajo   09:49:02

         20        nation since 1994, and I've been on that board since  09:49:08

         21        1994, the members of which are Navajo business and    09:49:10

         22        community leaders.  The Community Advisory Board      09:49:14

         23        works with the local bank to provide input and to     09:49:16

         24        ensure that the bank stays in touch with the local    09:49:20

         25        needs and is able to be responsive to those needs.    09:49:24



     
     



                                                                     40

          1             Now, in conclusion, and from our perspective of  09:49:28

          2        the Navajo nation, this is very critical.  Norwest    09:49:32

          3        has taken a bold step in banking with the Navajo      09:49:36

          4        nation in that it is a pioneer from the financial     09:49:40

          5        community which has truly invested in our nation and  09:49:44

          6        has respected our sovereignty along this journey of   09:49:48

          7        developing our economic basis.  Thank you.            09:49:56

          8        

          9                  CHAIRPERSON SMITH:  Thank you very much.    09:49:58

         10        Questions from the panel?  Thank you very much for    09:50:00

         11        coming this morning.  We appreciate hearing from      09:50:04

         12        you.  And I'll say both for your benefit and for the  09:50:06

         13        benefit of subsequent panels that five minutes is a   09:50:10

         14        very short time, and please, we do want to have your  09:50:14

         15        full statements in the record.  So if you have not    09:50:18

         16        already given them to us, please leave them with the  09:50:22

         17        Federal Reserve staff and we will make sure that      09:50:24

         18        they all get into the official transcript.            09:50:28

         19             I also will remind -- I don't know whether this  09:50:30

         20        is a reminder or I'm saying it for the first time --  09:50:34

         21        if the next panel could come on up -- but we -- our   09:50:38

         22        timekeepers will be holding up cards that let the     09:50:42

         23        witness know when there is one minute remaining and   09:50:46

         24        then another one when the time has expired.  As a     09:50:50

         25        last resort, if you happen not to be looking up at    09:50:56



     
     



                                                                     41

          1        them to get the signals, we do have a little bell     09:51:00

          2        that we will ring -- or they will ring.               09:51:02

          3             We're going to start with Mr. Bryant.  We don't  09:51:24

          4        have Mr. Bryant.  Mr. Bansen -- Ms. Bansen.           09:51:30

          5        

          6                  MS. BANSEN:  Good morning, Ms. Smith and    09:51:44

          7        Members of the Board.  Thank you for the opportunity  09:51:46

          8        to be here this morning.  My name is Kirsten Bansen.  09:51:48

          9        I'm with the Minnesota Housing Partnership.  We're a  09:51:52

         10        state-wide nonprofit organization, and one of our     09:51:54

         11        major roles is to support the nonprofit housing       09:51:58

         12        sector in its work, particularly in greater           09:52:02

         13        Minnesota.  Before expressing our concerns related    09:52:04

         14        to the merger, we'd like to make note of the value    09:52:08

         15        of Norwest Corporation to Minnesota nonprofits        09:52:12

         16        working in the field of affordable housing.           09:52:14

         17             Norwest has been a generous and consistent       09:52:16

         18        supporter of nonprofit developers and housing         09:52:20

         19        agencies in many Minnesota communities.  For          09:52:22

         20        example, Norwest has committed five years of funding  09:52:24

         21        at an interest rate of one percent to 27 Minnesota    09:52:26

         22        based affiliates of Habitat for Humanity.  Norwest    09:52:30

         23        was an initial sponsor and has been a constant        09:52:34

         24        supporter of the Home Ownership Center, the 

         25        organization funding and assisting nonprofit housing 



     
     



                                                                     42

          1        counseling programs in the Twin Cities.  Norwest has  09:52:42

          2        also been a major contributor to the Twin Cities and  09:52:44

          3        Duluth programs of the Local Initiatives Support      09:52:48

          4        Corporation (LISC).  This provides technical and      09:52:52

          5        financial support to community development            09:52:54

          6        corporations operating in these cities.  Through its  09:52:56

          7        affiliate, the National Equity Fund, Norwest has      09:53:02

          8        invested 8 million in nonprofit-sponsored low income  09:53:04

          9        housing tax credit projects.  Norwest was one of the  09:53:10

         10        founding members and is a continuing supporter of     09:53:10

         11        the Greater Minneapolis Housing Corporation, a        09:53:14

         12        nonprofit innovator of homeowner assistance           09:53:16

         13        programs.                                             09:53:20

         14             And, finally, Norwest has been a major           09:53:20

         15        contributor to nonprofit housing agencies in smaller  09:53:22

         16        metropolitan communities, such as Rochester, where    09:53:26

         17        it was the first significant funder of the Community  09:53:28

         18        Housing Partnership, a development agency serving     09:53:32

         19        two southeastern Minnesota counties.                  09:53:34

         20             In addition to the direct financial support      09:53:36

         21        provided to nonprofit housing agencies, Norwest       09:53:38

         22        indirectly supports the work of these agencies in     09:53:42

         23        two important ways.  First, it has been a major       09:53:44

         24        supplier of capital to the State Housing Finance      09:53:46

         25        Agency, whose programs are utilized by nonprofits     09:53:50



     
     



                                                                     43

          1        across the state.                                     09:53:54

          2             Second, and most importantly, Norwest, through   09:53:54

          3        its many branches in Minnesota, particularly in       09:53:56

          4        smaller towns, provides a source of community         09:54:00

          5        leadership.  Frequently Norwest branch managers and   09:54:02

          6        loan officers contribute their financial expertise    09:54:06

          7        and advocate on behalf of community development       09:54:10

          8        projects, thereby enabling nonprofit agencies to      09:54:12

          9        make Minnesota communities more viable.               09:54:16

         10             It is because Norwest has been so significant    09:54:18

         11        to this industry in Minnesota that we ask for a       09:54:22

         12        concrete assurance that the merged corporation, once  09:54:24

         13        headquartered in California, will not forget its      09:54:26

         14        reinvestment obligations in this state.  We agree     09:54:30

         15        with Minnesota's U.S. Representative Bruce Vento      09:54:32

         16        that there's a risk that the bi-coastal               09:54:34

         17        concentrations of financial services may lead to      09:54:38

         18        diminished community involvement and investment in    09:54:42

         19        the nation's heartland.                               09:54:44

         20             In the September 10 letter to the Federal        09:54:44

         21        Reserve Bank of San Francisco, Stanley Stroup, the    09:54:50

         22        Executive Vice President and General Counsel of the   09:54:50

         23        Norwest Corporation, addressed many of our concerns.  09:54:52

         24        Mr. Stroup wrote that, post-merger, the strong ties   09:54:56

         25        to Minnesota will remain, branch locations will not   09:55:00



     
     



                                                                     44

          1        be changed, and the bank will remain a member of the  09:55:02

          2        Des Moine Federal Home Loan Bank.  It is vital to     09:55:06

          3        Minnesota that the merged institution follow through  09:55:08

          4        on Mr. Stroup's assurances.                           09:55:10

          5             In addition to what he wrote, however, we        09:55:12

          6        believe that it is equally important that as a part   09:55:14

          7        of this merger, Wells-Norwest, the new Wells Fargo,   09:55:16

          8        make a commitment to an investment pledged to         09:55:20

          9        Minnesota and other states in its service region      09:55:22

         10        that is similar to the multi-billion dollar           09:55:26

         11        commitment that was made to California.  The new      09:55:28

         12        Norwest should make parallel pledges to these states  09:55:30

         13        proportionate to that one made in California based    09:55:34

         14        on the relative amounts of deposits obtained by the   09:55:36

         15        bank from the respective states.                      09:55:40

         16             In conclusion, we appreciate what has been done  09:55:42

         17        and what has been promised by Norwest Corporation     09:55:44

         18        and Wells Fargo & Company, but we also believe that   09:55:46

         19        the risks are very high for our state.  Minnesota is  09:55:50

         20        losing one of its most important corporate            09:55:52

         21        headquarters.  In addition to the general             09:55:56

         22        commitments made by these banks to Minnesota,         09:55:58

         23        Norwest-Wells should identify a dollar amount that    09:56:00

         24        they can commit that will enable Minnesota and like   09:56:04

         25        states to meet their needs for community              09:56:08



     
     



                                                                     45

          1        reinvestment.                                         09:56:10

          2             Thank you for your time.                         09:56:10

          3        

          4                  CHAIRPERSON SMITH:  Thank you very much.    09:56:12

          5        We'll go next to Mr. Bryant.                          09:56:12

          6        

          7                  MR. BRYANT:  Good morning.                  09:56:14

          8        

          9                  CHAIRPERSON SMITH:  Good morning.

         10        

         11                  MR. BRYANT:  In an effort to keep my        09:56:16

         12        remarks within the lines of your time line, I'm       09:56:16

         13        going to abridge my remarks.  The full text of the    09:56:20

         14        testimony is available outside for anyone who wants   09:56:24

         15        a copy.                                               09:56:26

         16             Allow me to begin my prepared remarks by         09:56:26

         17        reminding us all that CRA is not a government         09:56:30

         18        mandated corporate give-away program or that          09:56:34

         19        minority thing that a company does, nor the           09:56:38

         20        loss-leader activity a financial institution engages  09:56:40

         21        in in order to simply continue to conduct its normal  09:56:44

         22        or traditional business practices.  In short, CRA     09:56:48

         23        simply means new markets.                             09:56:52

         24             Former U.S. Comptroller Ludwig often referred    09:56:56

         25        to the democratization of credit America as it        09:56:56



     
     



                                                                     46

          1        relates to the historic evolution of credit           09:56:58

          2        availability and access to credit in this country.    09:57:02

          3        Bless you.  In fact, in the year 1901, most           09:57:04

          4        middle-aged, middle income Caucasians -- arguably     09:57:10

          5        the underwriting standard that modern day criteria    09:57:12

          6        has been fashioned around -- could not themselves     09:57:14

          7        obtain credit, precisely because the only credit      09:57:16

          8        available in 1901 was a commercial credit.            09:57:20

          9        Continuing along this line of thought, one of the     09:57:22

         10        safest and most acceptable forms of credit            09:57:26

         11        collateral during this time was in fact inventory,    09:57:28

         12        one of the least perceived safe forms of collateral   09:57:30

         13        today.  The point here is that CRA is not about some  09:57:32

         14        new form of social subsidy, but a serious new,        09:57:36

         15        substantial and permanent evolution in the            09:57:40

         16        democratization of credit process.  Low to moderate   09:57:42

         17        income communities are growing segments of our        09:57:44

         18        larger national economy and community, and, as such,  09:57:46

         19        should represent a substantial component of any       09:57:50

         20        bank's future business strategy.                      09:57:52

         21             Turning my attention to this new merger          09:57:54

         22        proposal, let me say that the company I know best     09:57:56

         23        here is Wells Fargo & Company, or as we say in        09:57:58

         24        California, Wells Fargo.  It is, of course, no        09:58:02

         25        secret that Wells Fargo has moved aggressively away   09:58:04



     
     



                                                                     47

          1        from their traditional branch network that most of    09:58:08

          2        us grew up on, and they have likewise moved toward    09:58:10

          3        the technology and information based system on        09:58:12

          4        banking.  It is also fairly common within the bank    09:58:16

          5        that I have sparred with officials from Wells Fargo   09:58:18

          6        on occasion concerning their inner city strategy.     09:58:20

          7        This said, from a business perspective, I happen to   09:58:24

          8        believe that the bank's overall strategy is a smart   09:58:28

          9        one.  Branch banking as we know it is a memory of     09:58:32

         10        the past, but our communities are not.                09:58:36

         11             Wells Fargo's general success with this new 

         12        approach to banking over the past few years is        09:58:40

         13        precisely why Wells Fargo loves their stock.  The     09:58:40

         14        downside to this general strategy, unfortunately, is  09:58:44

         15        that relationship based communities were less than    09:58:46

         16        thrilled.  Wall Street is a left brain thinker, and   09:58:48

         17        communities tend to be more contextual in their       09:58:52

         18        understanding, or as I would call right brain         09:58:54

         19        thinkers.  In short, communities were saying we want  09:58:56

         20        high-touch, too, Wells Fargo.                         09:58:58

         21             To the bank's credit, in time they began to      09:59:00

         22        realize there was a true win-win business strategy    09:59:04

         23        here in marrying high tech and high touch.  Our       09:59:06

         24        recent $1.4 million partnership between Operation     09:59:10

         25        HOPE and Wells Fargo to build and operate an          09:59:12



     
     



                                                                     48

          1        Operation HOPE banking center in the low income       09:59:16

          2        Watts/Willowbrook area of Los Angeles, is in our      09:59:18

          3        opinion one of the many examples of how the bank has  09:59:20

          4        successfully moved to bridge the gap.  This new       09:59:22

          5        banking center, like the two we currently operate in  09:59:26

          6        black and Latino communities, will focus on economic  09:59:28

          7        education, borrower readiness, and credit             09:59:32

          8        availability, in that order.  Our $32 million in      09:59:34

          9        performing loans and investments in over 20,000       09:59:36

         10        adults educated in economic education suggest it's a  09:59:38

         11        strategy that works.                                  09:59:42

         12             We are pleased that Wells Fargo was able to see  09:59:42

         13        the bigger picture, and then adapt their business     09:59:46

         14        model to include this make-sense strategy.            09:59:48

         15             I also want to note, for the record, we do       09:59:50

         16        business with people and not companies.  And without  09:59:52

         17        a doubt, I know that one of the reasons that the      09:59:54

         18        bank decided to ultimately move on this proposal and  09:59:56

         19        others like it was the organizational focus and       09:59:58

         20        leadership provided by the Wells Fargo Community      10:00:02

         21        Development Group and the Wells Fargo Foundation.     10:00:04

         22        Our communities know these people, and, more          10:00:06

         23        importantly, they know and understand our             10:00:10

         24        communities.  It's called mutual respect.             10:00:10

         25             Yes, Norwest is known for its successful high    10:00:14



     
     



                                                                     49

          1        touch community banking approach to doing business,   10:00:18

          2        but with great respect, generalized strategies and    10:00:20

          3        approaches used successfully in the past in other     10:00:22

          4        regions of the country simply will not fly in         10:00:26

          5        California, which I might remind everyone is the      10:00:28

          6        largest banking market in the continental United      10:00:30

          7        States.  Just like the City of Minneapolis requires   10:00:34

          8        that all new buildings in downtown Minneapolis        10:00:34

          9        connect to neighboring businesses by way of a         10:00:38

         10        secondary walkway called a skyway, community          10:00:40

         11        development organizations in California and other     10:00:42

         12        cutting edge regions have a different type of         10:00:44

         13        relationship with their banks.                        10:00:48

         14             As an example, you have the $18 million Urban    10:00:48

         15        League in Los Angeles, or the 17,000 member First     10:00:52

         16        A.M.E. Church, with 180 full-time employees, or       10:00:56

         17        TELACU with $200 million in annual revenues, or the   10:01:00

         18        Church of God in Christ was building a $50 million    10:01:02

         19        cathedral in South Central, creating a hundred        10:01:08

         20        million dollars in spin-off economic activity, or     10:01:08

         21        take Operation HOPE, with three quarters of a         10:01:10

         22        million dollars on deposit at any time in a bank in   10:01:14

         23        Los Angeles.  These organizations will not respond    10:01:18

         24        well if their local decision-making capacity is       10:01:20

         25        taken away.                                           10:01:24



     
     



                                                                     50

          1             I did hear the bell.  Thank you.                 10:01:24

          2                  

          3                  CHAIRPERSON SMITH:  By all means, make      10:01:30

          4        sure that we have a copy of your full statement and   10:01:32

          5        we'll enter it into the record.                       10:01:34

          6        

          7                  MR. BRYANT:  Seventy-five copies are        10:01:44

          8        available in your lobby.  

          9        

         10                  CHAIRPERSON SMITH:  Thank you very much.  

         11        We'll go to Ms. Haines.  

         12        

         13                  MS. HAINES:  Thank you.  I'd like to thank  10:01:46

         14        the Federal Reserve Board for this opportunity to     10:01:46

         15        speak.  My name is Anne Haines Yatskowitz, and I'm    10:01:48

         16        the president and CEO of ACCION New Mexico, which is  10:01:52

         17        an Albuquerque based micro-lending organization.  I   10:01:54

         18        wish to comment today on the positive impact that     10:01:58

         19        support from both Norwest Bank and Wells Fargo Bank   10:02:02

         20        has had on ACCION New Mexico's ability to serve       10:02:06

         21        disenfranchised and emerging entrepreneurs and also   10:02:12

         22        to strengthen the economies of Albuquerque's low and  10:02:16

         23        moderate income neighborhoods.                        10:02:20

         24             I'd like to first begin by giving you just a     10:02:20

         25        little background about ACCION New Mexico.  ACCION    10:02:24



     
     



                                                                     51

          1        New Mexico was created four and a half years ago in   10:02:28

          2        response to the escalating poverty conditions in New  10:02:32

          3        Mexico.  And, unfortunately, New Mexico is the state  10:02:36

          4        now that has the highest poverty rate in the          10:02:38

          5        country.  An associate of ACCION International,       10:02:42

          6        ACCION New Mexico is a local private nonprofit        10:02:48

          7        organization that extends a life-line to very small   10:02:50

          8        or micro businesses in New Mexico by offering tools   10:02:52

          9        of economic self-reliance; namely, business credit    10:02:58

         10        and business training.  It is these hard-working      10:03:02

         11        entrepreneurs, home-based mechanics, seamstresses,    10:03:08

         12        artists, woodworkers and others, who make up a        10:03:12

         13        growing sector of self-employed families and          10:03:14

         14        individuals in New Mexico.                            10:03:18

         15             And because of a lack of collateral, credit      10:03:20

         16        history or the need for only a small loan amount,     10:03:24

         17        many emerging entrepreneurs do not have access to     10:03:28

         18        business credit from traditional sources.  Yet,       10:03:34

         19        capital is an essential ingredient in helping boost   10:03:36

         20        a small business from subsistence to                  10:03:42

         21        self-sufficiency and to success.                      10:03:44

         22             Today ACCION New Mexico, since we started        10:03:48

         23        lending about four and a half years ago, has made     10:03:52

         24        over 760 micro loans of an average size of $12        10:03:54

         25        hundred to over 400 businesses in the Albuquerque     10:04:00



     
     



                                                                     52

          1        area.  The organization has written off less than     10:04:04

          2        two percent of the slightly less than $1 million      10:04:06

          3        that we've lent.  Nearly two thirds of our client     10:04:10

          4        base is minority, and the median yearly household     10:04:14

          5        income of our borrowers is about $21,000, which is    10:04:18

          6        substantially lower than the area median income for   10:04:24

          7        Albuquerque, which is approximately $33,000.          10:04:28

          8             By June of 1996, ACCION New Mexico had enough    10:04:32

          9        multiple loan clients to analyze certain changes      10:04:36

         10        entrepreneurs experienced over time.  And in a        10:04:40

         11        sample size of some of our clients who had received   10:04:44

         12        at least three consecutive loans, we have found an    10:04:46

         13        average increase of 71 percent in business assets,    10:04:50

         14        61 percent in business revenues, 87 percent in        10:04:54

         15        take-home income from the business, 21 percent in     10:05:00

         16        overall household income, and 21 percent in           10:05:04

         17        full-time jobs.                                       10:05:06

         18             The reason I wanted to touch on some of these    10:05:08

         19        statistics is because I do believe that we would not  10:05:12

         20        have achieved some of these successes and already     10:05:16

         21        seen some of these economic changes had it not been   10:05:20

         22        from the tremendous support that both Norwest and     10:05:24

         23        Wells Fargo have provided to ACCION New Mexico.       10:05:28

         24             When ACCION New Mexico was first created,        10:05:32

         25        Norwest was one of the few banks that stepped         10:05:36



     
     



                                                                     53

          1        forward in the Albuquerque area to support the        10:05:38

          2        program, and Norwest supported us in a number of      10:05:42

          3        different ways.  One way was by providing office      10:05:46

          4        space and furniture, leadership support, strategic    10:05:50

          5        thinking, marketing support, and a line of credit to  10:05:54

          6        enable us to launch the program.  We used the line    10:05:58

          7        of credit to turn around and make loans to our        10:06:02

          8        borrowers.  Norwest has provided considerable fund    10:06:06

          9        raising support by offering challenge grants which    10:06:10

         10        have enabled us to catalyze and challenge the         10:06:14

         11        surrounding community and business community to       10:06:18

         12        support the program as well.                          10:06:20

         13             Last year Wells Fargo made a $200,000            10:06:22

         14        investment in ACCION New Mexico.  Wells Fargo did     10:06:26

         15        not have a very visible presence at the time in       10:06:30

         16        Albuquerque, there were no branches in Albuquerque,   10:06:34

         17        and yet Wells Fargo took a very proactive role in     10:06:38

         18        supporting our program.  And with a $200,000          10:06:42

         19        investment, which was a loan, Wells Fargo also        10:06:44

         20        helped change the playing field.                      10:06:48

         21             My time is up.  I would like to say that I do    10:06:52

         22        not think this program would exist without the        10:06:54

         23        support of both banks.  Thank you.                    10:06:58

         24                  

         25                  CHAIRPERSON SMITH:  Thank you very much.    10:07:00



     
     



                                                                     54

          1        Mr. Rainey.                                           10:07:02

          2        

          3                  MR. RAINEY:  Yes.  Thank you.  My name is   10:07:04

          4        Clive Rainey, and I'm here to represent Willard       10:07:06

          5        Fuller, the founder and president of Habitat for 

          6        Humanity.  As Mr. Biller has already testified,       10:07:10

          7        Norwest has a tremendous leadership commitment to     10:07:14

          8        Habitat for Humanity, and I'm simply going to read    10:07:18

          9        from Mr. Fuller's letter to Ms. Levert.               10:07:18

         10             I'm pleased to write you regarding the           10:07:22

         11        partnership between Norwest Mortgage and Habitat for  10:07:24

         12        Humanity.  This partnership reflects real leadership  10:07:26

         13        I know as (inaudible), most significantly through     10:07:30

         14        the partnership in the Rebuilding Our Communities     10:07:32

         15        Campaign.  The Rebuilding Our Communities Campaign    10:07:34

         16        is an effort to raise 250 million of additional       10:07:36

         17        money for Habitat's work by our 25th anniversary in   10:07:40

         18        September of 2001.  Norwest committed in October of   10:07:44

         19        1996 to be the lead sponsor in this effort.  This     10:07:48

         20        commitment of 16.5 million over five years includes   10:07:52

         21        seasonal construction loans of $2 million interest    10:07:56

         22        free each year for materials.                         10:07:58

         23             Norwest's contribution here has encouraged       10:08:00

         24        others.  For example, Fannie Mae has matched this     10:08:02

         25        two million seasonal construction loan for the past   10:08:06



     
     



                                                                     55

          1        two years, investments in home loan pools of a        10:08:08

          2        million dollars annually at nominal or no interest    10:08:12

          3        to accelerate more construction.                      10:08:14

          4             Norwest is also recruiting other lenders to      10:08:16

          5        come in so that the total should exceed $1 million a  10:08:20

          6        year, matching Norwest employee contributions to      10:08:22

          7        Habitat with a guaranteed minimum of $100,000 a       10:08:26

          8        year.  Site participation grants to Habitat           10:08:28

          9        affiliates in cities where ten or more of Norwest     10:08:34

         10        corporation's 53,000 employees volunteer, these       10:08:36

         11        grants, a minimum of $100,000 a year, will fund       10:08:40

         12        volunteer Habitat projects.  Grants of up to $2,000   10:08:44

         13        to help Habitat homeowners with closing and related   10:08:48

         14        costs, the minimum is a hundred thousand dollars per  10:08:52

         15        year.                                                 10:08:54

         16             As you can see, leadership on the part of        10:08:54

         17        Norwest has not been limited to their own             10:08:56

         18        commitment.  They have encouraged and challenged      10:08:58

         19        other members of their industry to match their        10:09:00

         20        efforts.  Norwest Mortgage has demonstrated           10:09:02

         21        exemplary corporate citizenship and Habitat for       10:09:06

         22        Humanity is proud to call them our partners.          10:09:10

         23             Habitat for Humanity International is a          10:09:14

         24        nonprofit, ecumenical, Christian housing              10:09:14

         25        organization dedicated to the elimination of          10:09:16



     
     



                                                                     56

          1        substandard housing.  Habitat works in partnership    10:09:18

          2        with people in need to build simple, decent houses    10:09:20

          3        that are sold at no profit through no interest        10:09:22

          4        mortgages.                                            10:09:26

          5             Founded in 1976 in Americus, Georgia, Habitat    10:09:26

          6        has more than 1,450 U.S. affiliates, and together     10:09:30

          7        with affiliates in 59 other countries, has built      10:09:32

          8        over 70,000 homes.  Thank you very much.              10:09:36

          9         

         10                  CHAIRPERSON SMITH:  Thank you.  We'll go    10:09:38

         11        to Ms. Saweuyer-Parks.                                10:09:40

         12        

         13                  MS. SAWEUYER-PARKS:  Distinguished members  10:09:46

         14        and staff of the Federal Reserve, good morning.  I'm  10:09:48

         15        Deborah Saweuyer-Parks, CEO of the Oregon             10:09:52

         16        Corporation for Affordable Housing in Portland,       10:09:56

         17        Oregon.  We are a nonprofit syndicator of federal     10:09:58

         18        low-income housing tax credits, and invest            10:10:02

         19        exclusively in affordable housing throughout the      10:10:08

         20        State of Oregon, and now in Washington State and      10:10:10

         21        soon to enter into Idaho.                             10:10:12

         22             I am here this morning to testify in support of  10:10:14

         23        the merger between Norwest Corporation and Wells      10:10:18

         24        Fargo & Company.  My remarks are designed to          10:10:22

         25        illustrate what can be done when a local nonprofit    10:10:26



     
     



                                                                     57

          1        corporation partners with a large financial           10:10:30

          2        institution new to the Oregon market.  Specifically,  10:10:34

          3        I'm talking about Wells Fargo & Company.              10:10:38

          4             I founded OCAH five years ago.  Our aim was to   10:10:42

          5        raise capital from Oregon's corporate and financial   10:10:46

          6        community to reinvestment that capital in             10:10:50

          7        multi-family housing throughout the state, initially  10:10:52

          8        the State of Oregon.  It was our hope to demonstrate  10:10:54

          9        that it was realistic to merge social objectives      10:10:58

         10        with business goals and to create an opportunity      10:11:02

         11        that was worthwhile for both the public and private   10:11:06

         12        sectors.  Oregon's economy was quite robust, so we    10:11:08

         13        at OCAH planned to help eliminate a social need in    10:11:14

         14        our state, which was to finance a portion of the      10:11:18

         15        projected 50,000 affordable housing units needed to   10:11:22

         16        house over 125,000 working poor and their families.   10:11:26

         17             The vehicle we created was the Oregon Equity     10:11:34

         18        Fund, a limited partnership designed to provide       10:11:36

         19        equity to developers of affordable housing.  I        10:11:40

         20        raised $20 million in Fund I -- for Fund I.  The      10:11:46

         21        first -- no.  Because of time, I crossed so much of   10:11:52

         22        this out, so I'm having trouble following.            10:11:54

         23             Since Fund I was so successful, we proceeded     10:11:56

         24        with Fund II.  Raising equity this time was           10:12:02

         25        extremely difficult.  Former Fund I commercial banks  10:12:04



     
     



                                                                     58

          1        created their own hundred million dollar plus funds   10:12:08

          2        and left OCAH, or either they merged with other       10:12:12

          3        financial institutions and retreated from their       10:12:16

          4        local community promises.                             10:12:20

          5             I had some trepidation approaching Wells Fargo,  10:12:26

          6        but at the urgence of a friend, I called Karen        10:12:30

          7        Wegman.  Karen, in turn, referred me to another       10:12:32

          8        Wells Fargo staffer, and much like John said a few    10:12:38

          9        minutes ago, it's about the people at Wells Fargo     10:12:42

         10        that makes the difference in our business.  Six       10:12:44

         11        weeks after that call, I had a $4 million commitment  10:12:48

         12        from Wells Fargo.  One year later I approached Wells  10:12:52

         13        Fargo again for Fund III, asked for $10 million.  It  10:12:58

         14        was not only granted -- or not granted, invested,     10:13:02

         15        but they also agreed to provide me with a $10         10:13:04

         16        million line of credit for the partnership.           10:13:08

         17             For my Board and those of us who manage the      10:13:12

         18        fund, this level of commitment that Wells Fargo       10:13:14

         19        demonstrated was unparalleled.                        10:13:18

         20             The following are a few examples of the results  10:13:24

         21        that were achieved because of Wells Fargo's           10:13:26

         22        investment in the Oregon Equity Fund.  In Medford,    10:13:30

         23        southern Oregon, in a rural community, we developed   10:13:34

         24        80 units of affordable housing for families, one,     10:13:38

         25        two, three and four-bedroom units, and four bedrooms  10:13:42



     
     



                                                                     59

          1        are extremely difficult to locate.                    10:13:46

          2             In far eastern Oregon, Sierra Vista, largely an  10:13:48

          3        Hispanic community, we developed housing for farm     10:13:54

          4        workers.                                              10:13:56

          5             In Cannon Beach, Twelfth Avenue Terrace -- I'm   10:13:56

          6        speeding up because I saw that minute -- there were   10:14:02

          7        housing projects developed, in Bend, the Bill Healy   10:14:04

          8        Family Center for previously homeless families who    10:14:08

          9        are gainfully employed, in Eugene and other           10:14:12

         10        communities throughout our state.                     10:14:14

         11             Wells Fargo has done much in Oregon.  Through    10:14:18

         12        its foundation, countless grants were given, 600,000  10:14:22

         13        to Portland Public Schools, a hundred thousand        10:14:28

         14        dollars to Umpqua Community Development, over         10:14:30

         15        400,000 to United Way, and a hundred thousand         10:14:34

         16        dollars to Albina Community Bank.  It was the only    10:14:36

         17        bank in the state of Oregon that did not -- that      10:14:38

         18        received an investment from a large commercial bank,  10:14:42

         19        and it was established to serve a population          10:14:46

         20        formerly denied access to capital for homeowners or   10:14:48

         21        small businesses.                                     10:14:54

         22             My time's up.  Thank you very much.  I did       10:14:54

         23        prepare a record of my comments for the record.       10:14:56

         24        

         25                  CHAIRPERSON SMITH:  Thank you, and we'll    10:15:00



     
     



                                                                     60

          1        go to Ms. Wheeler.                                    10:15:02

          2        

          3                  MS. WHEELER:  Thank you, and thank you for  10:15:04

          4        this opportunity to be here as well.  My name is      10:15:04

          5        Suzy Wheeler, and I work for an organization called 

          6        Consumer Credit Counseling Services of Minnesota.     10:15:10

          7        We're a private nonprofit agency.  We have about six  10:15:10

          8        offices around the metro area.  We provide four main  10:15:14

          9        programs: budget counseling, debt management,         10:15:18

         10        housing counseling, and community education.          10:15:20

         11             We've been very pleased with the relationship    10:15:22

         12        we've had with Norwest Bank over the last few years,  10:15:26

         13        especially in the area of community education.  We    10:15:28

         14        find that there's much a very big need for education  10:15:32

         15        regarding money management out in the community.      10:15:36

         16             I'm an education coordinator, and I spend all    10:15:38

         17        my time in the community talking to people about      10:15:40

         18        managing their money, how to manage it better, how    10:15:42

         19        to take care of credit problems.  I talk to high      10:15:46

         20        school kids about using credit wisely, and that's     10:15:48

         21        starting to become a very needed issue because high   10:15:52

         22        school kids are starting to get credit cards, and     10:15:54

         23        that's very scary.  So as part of our mission at the  10:15:56

         24        agency is we try to go out and provide education to   10:16:00

         25        the community about money management.                 10:16:02



     
     



                                                                     61

          1             Our relationship with Norwest Bank has           10:16:04

          2        primarily been with community education focusing on   10:16:08

          3        bringing education into places where they have not    10:16:10

          4        had the opportunity to get education about money      10:16:14

          5        management.  One particular example is my work with   10:16:16

          6        the treatment centers in the cities, the T