EXHIBIT 4.3
[Series D MTNs]
[Face of Note]
CUSIP NO. PRINCIPAL AMOUNT: $
REGISTERED NO.
WELLS FARGO & COMPANY
FORM OF
SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES D
Due Nine Months or More From Date of Issue
[_] Check this box if this Security is a Global Security.
Applicable if this Security is a Global Security:
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (55 Water Street, New
York, New York) ("DTC"), to the Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
[If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]
ORIGINAL ISSUE DATE: ISSUE PRICE: % INTEREST RATE PER ANNUM:
STATED MATURITY DATE: INTEREST PAYMENT DATES: REGULAR RECORD DATES:
OPTIONAL REDEMPTION: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
INITIAL REDEMPTION DATE: SINKING FUND: OPTION TO ELECT REPAYMENT:
OPTIONAL REPAYMENT DATE(S): MINIMUM DENOMINATIONS: DEPOSITARY (Only applicable
[_] $1,000 if this Security is a Global Security):
[_] Other
\
SPECIFIED CURRENCY:
OTHER/ADDITIONAL TERMS: ADDENDUM ATTACHED:
WELLS FARGO & COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of _______________________ Dollars ($______________)
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to such date) and to pay interest, if any, on the principal amount hereof
at the Interest Rate shown above (computed on the basis of a 360-day year of
twelve 30-day months), semi-annually on each Interest Payment Date set forth
above from and after the date of this Security and at Maturity until payment of
the principal amount hereof has been made or duly provided for. Unless this
Security is a Security which has been issued upon transfer of, in exchange for,
or in replacement of, a Predecessor Security, interest on this Security shall
accrue from the Original Issue Date indicated above. If this Security has been
issued upon transfer of, in exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."
The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.
Any interest not punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent
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with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in New York City or Minneapolis, Minnesota. The
Company has initially appointed Wells Fargo Bank Minnesota, National Association
as the Paying Agent at its corporate trust offices at Minneapolis, Minnesota.
If this Security is a Global Security: Payments of principal and any
premium and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.
If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity will be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in New York
City or Minneapolis, Minnesota.
The Company will pay any administrative costs imposed by banks on
payors in making payments on this Security in immediately available funds and
the Holder of this Security will pay any administrative costs imposed by banks
on payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security will be borne by the Holder of
this Security.
Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day other
than a Saturday, Sunday or a legal holiday or a day on which banking
institutions are authorized or required by law or regulation to close in New
York City or Minneapolis, Minnesota.
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Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature or its duly
authorized agent referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
DATED: ____________________
WELLS FARGO & COMPANY
By:_______________________________
Its:____________________________
[SEAL]
Attest:___________________________
Its:____________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By:______________________________
Authorized Signature
OR
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Authenticating Agent for the Trustee
By:______________________________
Authorized Signature
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[Reverse of Note]
WELLS FARGO & COMPANY
SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES D
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
General
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an indenture dated as of August 30, 1999, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and Bank One Trust Company, N.A. (successor in interest to The First
National Bank of Chicago), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto, reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series of the Securities designated as Subordinated
Medium-Term Notes, Series D, of the Company, which series is limited to an
aggregate principal amount of $10,000,000,000 or the equivalent thereof in one
or more foreign or composite currencies minus the aggregate principal amount of
the Company's Medium-Term Notes, Series C which may be issued from time to time.
The Securities of this series may mature at different times, bear interest, if
any, at different rates, be redeemable at different times or not at all, be
repayable at the option of the Holder at different times or not at all, be
issued at an original issue discount and be denominated in different currencies.
The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.
The indebtedness evidenced by this Security is, to the extent and in
the manner set forth in the Indenture, subordinate and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Debt of the Company, and the Holder of this Security,
by accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.
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Events of Default
If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
Modification and Waivers; Obligation of the Company Absolute
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected, acting together as a class.
The Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with those provisions of the Indenture. Certain past defaults under
the Indenture and their consequences may be waived under the Indenture by the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
Subject to the rights of holders of Senior Debt of the Company set
forth in this Security and the Indenture referred to above, no reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed, except
that in the event the Company deposits money or Eligible Instruments as provided
in Section 401 or 403 of the Indenture, such payments will be made only from
proceeds of such money or Eligible Instruments.
Defeasance and Covenant Defeasance
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants and
certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.
Redemption
If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining
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principal amount of this Security shall not be less than the minimum authorized
denomination hereof) on or after the date designated as the Initial Redemption
Date on the face hereof at 100% of the unpaid principal amount hereof or the
portion thereof redeemed multiplied by a percentage (the "Redemption
Percentage"), together with accrued interest, if any, to the Redemption Date.
The Redemption Percentage shall initially be equal to the Initial Redemption
Percentage specified on the face hereof and shall decline at each anniversary of
the Initial Redemption Date by the amount of the Annual Redemption Percentage
Reduction specified on the face hereof, until the Redemption Percentage is equal
to 100%. The Company may exercise such option by causing the Trustee to mail a
notice of such redemption at least 30 but not more than 60 days prior to the
applicable Redemption Date to each Holder of the Securities of this series to be
redeemed. In the event of redemption of this Security in part only, the Company
shall issue a new Security or Securities for the unredeemed portion hereof in
the name of the Holder hereof upon the cancellation hereof. If less than all of
the Securities of this series with like tenor and terms are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Sinking Fund
Unless otherwise specified on the face hereof, this Security will not
be entitled to any sinking fund.
Repayment
If so provided on the face hereof, this Security will be repayable
prior to the Stated Maturity Date at the option of the Holder, in whole or in
part and in increments of $1,000 (provided that any remaining principal amount
of this Security surrendered for partial repayment shall not be less than the
minimum authorized denomination hereof), on or after the date designated as an
Optional Repayment Date on the face hereof at 100% of the principal amount to be
repaid, plus accrued interest, if any, to the Repayment Date. In order for this
Security to be repaid, the Company must receive at the applicable address of the
Paying Agent set forth below or at such other place or places of which the
Company shall from time to time notify the Holder of the within Security, at
least 30 but not more than 45 days prior to an Optional Repayment Date, either
(i) this Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter (and this
Security and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries to are to be made is Sixth and Marquette, Minneapolis, Minnesota
55479 (or, at such other place
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as the Company shall notify the Holders of the Securities of this series). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.
Authorized Denominations
Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.
Registration of Transfer
Upon due presentment for registration of transfer of this Security at
the corporate trust office of the Trustee in the City of New York or at the
corporate trust office of the Paying Agent in Minneapolis, Minnesota, a new
Security or Securities of this series in authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange herefor,
as provided in the Indenture and subject to the limitations provided therein and
to the limitations described below, without charge except for any tax or other
governmental charge imposed in connection therewith.
If this Security is a Global Security (as specified above), this
Security is exchangeable for definitive Securities in registered form only if
(x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Security or if at any time the Depositary ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.
If this Security is a Global Security (as specified above), this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor. Except as provided
above, owners of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Securities in definitive form and will
not be considered the Holders hereof for any purpose under the Indenture.
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Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No Personal Recourse
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
Defined Terms
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Governing Law
This Security shall be governed by and construed in accordance with the
law of the State of New York, without regard to principles of conflicts of laws.
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____________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
____________________
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or the portion thereof specified below), pursuant
to its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_________________________________________________________________________, at
_________________________________________________________________ (please print
or typewrite name and address of the undersigned).
For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).
If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $__________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination or denominations (which shall be $1,000 or
an integral multiple thereof) of the Security or Securities to be issued to the
holder for the portion of the within Securities not being
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repaid (in the absence of any specification, one such Security will be issued
for the portion not being repaid): $______________.
Date: _________________ _____________________________________________
Notice: The signature to this Option to Elect
Repayment must correspond with the name as
written upon page 2 of the within Security in
every particular without alteration or
enlargement or any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- _____________________ Custodian _________________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_____________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
_____________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
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the within Security of WELLS FARGO & COMPANY and all rights thereunder and does
hereby irrevocably constitute and appoint __________________ attorney to
transfer the said Security on the books of the within-named Company, with full
power of substitution in the premises.
Dated: _________________________
________________________
Signature Guaranteed:________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatsoever.
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