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Tax Indemnification Agreement

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Exhibit 10.2


This Tax Indemnification Agreement ("Tax Agreement") is entered into as of this ____ day of July, 1996, by and between the undersigned shareholders (collectively, the "Shareholders") of B & G Investment Company ("B & G") and Norwest Corporation ("Norwest").

WHEREAS, B & G and Norwest are parties to that certain Agreement and Plan of Reorganization dated February 16, 1996 (the "Reorganization Agreement"), under which it is contemplated that a wholly-owned subsidiary of Norwest will merge with and into B & G and as a result the Shareholders will receive in exchange for each share of common stock of B & G, no par value ("B & G Common Stock") owned by such Shareholder immediately prior to the Effective Time of the Merger (as defined in the Reorganization Agreement), a number of shares of common stock of Norwest, par value $1-2/3 per share ("Norwest Common Stock") as more specifically set forth in the Reorganization Agreement, and

WHEREAS, the Shareholders will derive substantial benefit from the transactions contemplated by the Reorganization Agreement, and

WHEREAS, the Shareholders have agreed to indemnify Norwest for certain matters; and

WHEREAS, the Shareholders, Norwest and Norwest Bank Minnesota, N.A. have entered into an escrow agreement of even date herewith (the "Escrow Agreement") pursuant to which a number of shares of Norwest Common Stock will be held in escrow as more specifically set forth in the Escrow Agreement.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1.0 DEFINITIONS. For purposes of this Tax Agreement, unless the context clearly requires otherwise, the following capitalized terms will have the meanings set forth below; terms defined elsewhere in this Tax Agreement will have the same meaning throughout this Tax Agreement; and capitalized terms used in this Tax Agreement but not specifically defined will have the meanings set forth in the Reorganization Agreement or Escrow Agreement.

1.1 "TAX CLAIM" means notice from the Internal Revenue Service: (a)
assessing or proposing to assess liability for any federal taxes with
respect to a Tax Loss, whether such notice is in the form of a revenue
agent's report (e.g.,

Forms 4549 or 4549-A), a preliminary notice of deficiency (e.g., a thirty
(30)-day letter) or a statutory notice of deficiency (e.g., a ninety (90)-
day letter) or otherwise; or (b) adjusting or proposing to make any
adjustments which result or may result in a Tax Loss.

1.2 "CODE" means the Internal Revenue Code of 1986, and the final and
temporary Treasury Regulations promulgated thereunder, all as amended and
in effect on the Closing Date; provided, however, that the definition of
Code as it relates directly to a Tax Loss shall also include all
retroactive amendments, modifications, additions, deletions or other
changes adopted, enacted, promulgated or effective after the Closing Date.

1.3 "FINAL DETERMINATION" means the earlier to occur of: (a) a final
decision of a court of competent jurisdiction regarding a Tax Claim with
respect to which all rights of appeal have lapsed or been exercised in
which case a Final Determination means a final decision of an appellate
court of competent jurisdiction with respect to such appeal; (b) notice by
Shareholders of their decision not to take action with respect to a Tax
Claim pursuant to Section 3.2(b)(ii) of this Tax Agreement; or (c) the
expiration or lapse of the ability to contest a Tax Claim in all courts of
competent jurisdiction without Shareholders having commenced such contest
for the Taxable Year.

1.4 "TAX YEAR" means the tax year or partial tax year ending on the
Closing Date (as that term is defined in the Reorganization Agreement).

1.5 "TAX LOSS" means the sum of the Base Amount, plus Supplemental
Damages, plus Penalties, plus Expenses, determined as follows:

(a) BASE AMOUNT. For the Tax Year, the aggregate dollar amount of any
Company federal tax increase as a result of a Final Determination
disallowing all or any part of the deductions taken by Company
including, but not limited to those available under Sections 162 and
83(h) of the Code, relating to the issuance by B & G to Jack Willome,
Jack Biegler and Jack Robinson of 214 shares of B & G Common Stock, no
par value per share ("Deduction").

(b) SUPPLEMENTAL DAMAGES. The amount of Supplemental Damages will be equal
to the actual interest on any actual federal tax liabilities
attributable to the Tax Loss portion of a Tax Claim.

(c) PENALTIES. All penalties and additions to tax payable to any taxing
authority to the extent attributable to the Tax Loss portion of a Tax

(d) EXPENSES. All out-of-pocket expenses, including, without limitation,
reasonable expenses and fees of counsel, costs, claims, judgments,
assessments and losses incurred by Norwest in connection with the


or resolution of the Tax Loss portion of a Tax Claim and any
corrective action taken by Norwest in connection therewith including,
for example, but not by way of limitation, costs of preparing amended
federal, state and local income tax returns. To the extent that
Norwest incurs Expenses attributable to both the Tax Loss and non-Tax
Loss portion of the Tax Claim, Shareholders will only be responsible
for an amount of such Expenses allocable to the Tax Loss portion of
the Tax Claim. For purposes of this Section 1.5(d), Norwest's Expenses
may include costs associated with activities of Norwest's internal

1.6 ESCROW AMOUNT. Means 16,220 shares of Norwest Common Stock multiplied
by $33.75 or $547,425.


2.1 INDEMNIFICATION. Subject to the terms and conditions of this Tax
Agreement, Shareholders, severally, agree to indemnify and hold harmless,
Norwest, its affiliates (including, as of the Closing Date, B & G and its
affiliates) and their respective directors, officers, employees and agents
and to assume liability for any Tax Loss related to a Tax Claim up to a
maximum amount equal to the Escrow Amount; provided, however, that
Shareholders' liability hereunder shall be limited to the disbursement to
Norwest of the Escrow Shares (as defined in the Escrow Agreement) in
accordance with the terms and conditions of this Tax Agreement and the
Escrow Agreement.

2.2 VERIFICATION OF CALCULATIONS. Norwest shall provide Shareholders with
an itemized statement in reasonable detail (substantiated to the reasonable
satisfaction of Shareholders) certified by an officer of Norwest, to
support all requests for indemnificat
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