Exhibit 1(j)
WELLS FARGO & COMPANY
$1,500,000,000
Medium-Term Notes
and
Subordinated Medium-Term Notes, Series B
Due from Nine Months to 12 Years from Date of Issue
AMENDMENT NO. 5
TO THE
FINDER AGREEMENT DATED JANUARY 23, 1991,
AS AMENDED BY
AMENDMENT NO. 1 DATED MARCH 14, 1991
AND
AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991
AND
AMENDMENT NO. 3 DATED APRIL 29, 1992
AND
AMENDMENT NO. 4 DATED DECEMBER 23, 1992
March 24, 1994
Wells Fargo Bank, National Association
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
Reference is made to the Finder Agreement dated
January 23, 1991 (the "Finder Agreement"), as amended by Amendment
No. 1 thereto dated March 14, 1991 ("Amendment No. 1"), Amendment
No. 2 thereto dated September 27, 1991 ("Amendment No. 2"),
Amendment No. 3 thereto dated April 29, 1992 ("Amendment No. 3")
and Amendment No. 4 thereto dated December 23, 1992 ("Amendment No.
4") each between Wells Fargo & Company, a Delaware corporation (the
"Company"), and Wells Fargo Bank, National Association (the
"Finder"), with respect to the issuance and sale by the Company of
its Medium-Term Notes described therein. The parties hereto
acknowledge that (i) this Amendment No. 5 ("Amendment No. 5") shall
relate only to the Company's Medium-Term Notes that are issued, or
as to which offers to purchase have been accepted by the Company,
on or after the date
1.
hereof; and (ii) the Company's Medium-Term Notes that have been
issued and sold, or as to which offers to purchase have been
accepted by the Company, prior to the date hereof shall not be
affected by this Amendment No. 5, but shall instead continue to be
governed by the Finder Agreement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4 or the
Distribution Agreement dated March 24, 1994 between the Company and
the Agents named therein, as the case may be. Terms not otherwise
defined herein shall have the meanings ascribed to them in the
Finder Agreement.
With respect to the Medium-Term Notes issuable pursuant
to this Amendment No. 5, references in the Finder Agreement to the
"Agreement" shall be deemed to mean the Finder Agreement as amended
by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4 and this Amendment No. 5 thereto, and references therein to the
date of the Agreement shall be deemed to be to the date of this
Amendment No. 5 thereto. Additionally, references to the Senior
Trustee or Subordinated Trustee, as the case may be, shall be
deemed to refer to its authenticating agent if one has been
appointed.
The Finder Agreement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4, is hereby
further amended by the parties thereto as follows:
1. THE INTRODUCTORY PARAGRAPH BEGINNING ON PAGE 1 THEREOF, AS
AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 AND
AMENDMENT NO. 4 IS DELETED AND REPLACED WITH THE FOLLOWING:
Wells Fargo & Company, a Delaware corporation (the
"Company"), confirms its agreement with you with respect to the
issue and sale by the Company of up to $1,500,000,000 (or the
equivalent thereof in one or more foreign currencies or currency
units) aggregate principal amount of its Medium-Term Notes due from
Nine Months to Twelve Years from Date of Issue (the "Notes," which
term shall include the Senior Notes and the Subordinated Notes).
The "Senior Notes" are the Company's Medium-Term Notes to be issued
under an Indenture dated as of September 1, 1984 between the
Company and Chemical Bank as successor trustee (the "Senior
Trustee"), as amended by the First Supplemental Indenture dated as
of April 15, 1986, the Second Supplemental Indenture dated as of
June 30, 1987 and the Third Supplemental Indenture dated as of
January 23, 1991 (collectively, the "Senior Indenture"). The
"Subordinated Notes" are the Company's Subordinated Medium-Term
Notes, Series B, to be issued under an Indenture dated as of
December 10, 1992 (the "Subordinated Indenture") between the
Company and Marine Midland Bank (the "Subordinated Trustee"). The
Notes will have the maturities, interest rates, redemption
provisions, if any, and other terms as set forth in one or more
supplements to the
2.
Prospectus referred to below. The Senior Indenture and the
Subordinated Indenture are sometimes herein referred to together as
the "Indentures" or individually as an "Indenture," and the Senior
Trustee and the Subordinated Trustee are sometimes herein referred
to together as the "Trustees" or individually as a "Trustee." The
Company shall designate at the time of such issuance whether the
Notes to be issued are Senior Notes or Subordinated Notes. The
Finder Agreement supersedes the agreement dated April 21, 1986.
2. SECTION 1.(A) BEGINNING ON PAGE 2 THEREOF, AS AMENDED BY
AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 AND AMENDMENT NO.
4, IS DELETED AND REPLACED WITH THE FOLLOWING:
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission")
registration statements on such Form (Registration Nos. 33-39045,
33-42273, 33-45066, 33-53514 and 33-51227), which registration
statements, as amended (if applicable), have become effective, for
the registration under the Act of the Notes. Such registration
statements, including the exhibits thereto, as amended at the date
of this Agreement, are hereinafter called the "Registration
Statements." The Registration Statements, as amended at the date
of this Agreement, meet the requirements set forth in Rule
415(a)(1)(x) under the Act and comply in all other material
respects with said Rule. The Company proposes to file with the
Commission from time to time, pursuant to Rule 424(b)(3) under the
Act, supplements to the prospectus and prospectus supplement
relating to the Notes transmitted for filing with the Commission
pursuant to Rule 424(b) under the Act which will describe certain
terms of the Notes and, subject to Section 3(a), prior to any such
filing will advise the Finder of all further information (financial
and other) with respect to the Company to be set forth therein
other than the specific terms of the Notes offered thereby. Such
prospectus and prospectus supplement in the form transmitted for
filing with the Commission pursuant to Rule 424(b) under the Act on
March __, 1994, is herein called the "Prospectus." Any reference
herein to the Registration Statements or Prospectus shall be deemed
to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Act or under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of this Agreement, or the date of such
Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statements or Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after
the date
3.
of this Agreement or such Prospectus, as the case may be, deemed to
be incorporated therein by reference.
3. THE FIRST DOLLAR AMOUNT CONTAINED IN SECTION 4(B)(I)(C) ON
PAGE 13 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2,
AMENDMENT NO. 3 AND AMENDMENT NO. 4, IS DELETED AND REPLACED WITH
$1,500,000,000 AND THE PARENTHETICAL PHRASE IN SUCH SECTION IS
DELETED AND REPLACED WITH "(IN ADDITION TO $4,574,071,000 AGGREGATE
PRINCIPAL AMOUNT OF NOTES PREVIOUSLY AUTHORIZED FOR ISSUANCE)."
4. REFERENCES IN THE PROCEDURES (AS DEFINED IN SECTION 2(C) ON
PAGE 6 THEREOF) TO EACH "AGENT" OR TO THE "AGENTS" SHALL MEAN THE
AGENTS, INDIVIDUALLY OR COLLECTIVELY, AS THE CASE MAY BE.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the Agents.
Very truly yours,
WELLS FARGO & COMPANY
By: ________________________
Senior Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: _____________________________
By: _____________________________
Title:
4.