EXHIBIT 4.4
[Series D MTNs]
[Face of Note]
CUSIP NO. PRINCIPAL AMOUNT: $
REGISTERED NO.
WELLS FARGO & COMPANY
FORM OF
SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES D
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
[_] Check 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: % STATED MATURITY DATE:
BASE RATE: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
REGULAR RECORD DATES: INTEREST DETERMINATION DATES: CALCULATION DATES:
MAXIMUM RATE: MINIMUM RATE: INTEREST RESET PERIOD:
INTEREST RESET DATES: INITIAL INTEREST RESET DATE: SPREAD MULTIPLIER:
SPREAD: + INDEX MATURITY: DESIGNATED CMT MATURITY
- INDEX AND DESIGNATED
TELERATE PAGE
(Only applicable if the Base
Rate is CMT):
DESIGNATED LIBOR PAGE INDEX CURRENCY CALCULATION AGENT:
(Only applicable if the Base Rate is (Only applicable if the Base Rate is
LIBOR): LIBOR):
[_] LIBOR Telerate (p. __)
[_] LIBOR Reuters (p. __)
OPTIONAL REDEMPTION INITIAL REDEMPTION DATE INITIAL REDEMPTION
(at option of Company): (at option of Company): PERCENTAGE:
ANNUAL REDEMPTION SINKING FUND: OPTION TO ELECT REPAYMENT:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S): MINIMUM DENOMINATIONS: DEPOSITARY
[_] $1,000 (Only applicable if this
[_] Other Security is a Global
Security):
SPECIFIED CURRENCY:
OTHER/ADDITIONAL TERMS: ADDENDUM ATTACHED:
WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of __________________________________
Dollars ($_____________) 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 Interest Payment Dates specified above, commencing with the first Interest
Payment Date specified above following the Original Issue Date specified above,
and at Maturity, on the principal amount hereof, at a rate per annum equal to
the Initial Interest Rate specified above until the Initial Interest Reset Date
specified above following the Original Issue Date specified above and thereafter
at a rate per annum determined in accordance with the provisions on the reverse
hereof under the heading "Determination of CD Rate", "Determination of
Commercial Paper Rate", "Determination of
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EURIBOR", "Determination of Federal Funds Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of CMT Rate", depending upon whether the Base Rate is CD Rate,
Commercial Paper Rate, EURIBOR, Federal Funds Rate, LIBOR, Prime Rate, Treasury
Rate or CMT Rate, as specified above.
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 Payment Date specified above that would fall on a day that is
not a Business Day, other than an Interest Payment Date that is also the date of
Maturity, shall be the following day that is a Business Day, except that, if the
Base Rate specified above is LIBOR or EURIBOR and such following Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the date of Maturity would fall on a
day that is not a Business Day, the payment of principal and any premium and
interest shall be made on the following 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 of Maturity. For
purposes of this Security, "Business Day" means (a) any day other than a
Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in New
York City or Minneapolis, Minnesota, and (b) if the Base Rate specified above is
LIBOR or EURIBOR, any day that meets the above criteria and which is also a
London Banking Day. For purposes of this Security, "London Banking Day" means
any day on which dealings in deposits in the Index Currency specified above are
transacted in the London interbank market.
Interest payments on this Security shall be the amount of interest accrued
from and including the Original Issue Date specified above or from and including
the last date to which interest has been paid, or provided for, as the case may
be, to but excluding, the following Interest Payment Date or the date of
Maturity. 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 specified above.
Subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, the interest so payable on any Interest Payment Date shall 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 the Maturity
(whether or not such date of Maturity is an Interest Payment Date)
3
shall be paid to the Person to whom principal is payable; provided, however,
that the first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date shall
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. Unless otherwise specified on the face hereof, "Regular Record
Date" shall mean the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date.
Any interest not punctually paid or duly provided for shall 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 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 shall 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 office at Minneapolis, Minnesota.
If this Security is a Global Security: Payments of principal and any
premium and interest on this Security shall 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) shall 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 shall 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 shall 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
4
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 shall be borne by the Holder of this Security.
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.
5
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
6
[Reverse of Note]
WELLS FARGO & COMPANY
SUBORDINATED MEDIUM-TERM FLOATING 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.
Interest Rate Reset
The interest rate in effect from the Original Issue Date to the Initial
Interest Reset Date specified on the face hereof shall be the Initial Interest
Rate specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof following the
7
Original Issue Date specified on the face hereof, the rate at which interest on
this Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as specified on the face hereof under "Interest Reset
Period". Each such adjusted rate shall be applicable from and including the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until Maturity, as the case may be. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Security shall be the rate determined with respect
to the Interest Determination Date next preceding such Interest Reset Date in
accordance with the provisions of the applicable heading below and adjusted by
the addition or subtraction of the Spread, if any, specified on the face hereof,
and/or by the multiplication by the Spread Multiplier, if any, specified on the
face hereof.
If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the following Business Day, except that
if the Base Rate specified above is LIBOR or EURIBOR and if such following
Business Day is in the next calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.
Accrued interest shall be calculated by multiplying the principal amount by
an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such day will be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, if the Base Rate is the
CD Rate, the Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR or
the Prime Rate or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or the CMT Rate.
Unless otherwise specified on the face hereof, all percentages resulting
from any calculation referred to herein shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from any
such calculation on this Security shall be rounded to the nearest cent (with
one-half cent being rounded upwards).
Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date.
The interest rate on this Security shall in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.
At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that shall
8
become effective on the next Interest Reset Date with respect to this Security.
The Calculation Agent's determination of any interest rate shall be final and
binding in the absence of manifest error.
A "Calculation Date", where applicable, for any Interest Determination Date
will be the earlier of:
. the tenth calendar day after that Interest Determination Date, or, if
that day is not a Business Day, the following Business Day; or
. the Business Day before the applicable Interest Payment Date or
Maturity.
Determination of CD Rate
If the Base Rate specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "CD Interest Determination Date") shall equal the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, ("H.15(519)") under the heading "CDs (Secondary Market)."
The following procedures will be followed if the CD Rate cannot be
determined as described above:
. If the above rate is not published in H.15(519) by 9:00 a.m., New York
City time, on the Calculation Date, the CD Rate will be the rate on the
applicable CD Interest Determination Date set forth in the daily update
of H.15(519), available through the world wide website of the Board of
Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication (the "H.15 Daily Update"), for the day in respect of
certificates of deposit having the Index Maturity specified on the face
hereof under the caption "CDs (secondary market)."
. If that rate is not yet published in either H.15(519) or the H.15 Daily
Update by 3:00 p.m., New York City time, on the Calculation Date, then
the Calculation Agent will determine the CD Rate to be the arithmetic
mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on that CD Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in New
York City, which may include the agents or their affiliates, selected by
the Calculation Agent, after consultation with the Company, for
negotiable certificates of deposit of major United States money center
banks of the highest credit standing in the market for negotiable
certificates of deposit with a
9
remaining maturity closest to the Index Maturity specified on the face
hereof in an amount that is representative for a single transaction in
the market at that time.
. If the dealers selected by the Calculation Agent are not quoting as
described in the previous bullet point, the CD Rate in effect
immediately before that CD Interest Determination Date will not change
and will remain the CD Rate in effect on that CD Interest Determination
Date.
Determination of Commercial Paper Rate
If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Commercial Paper Interest
Determination Date") shall equal the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper--Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:
. If the above rate is not published by 9:00 a.m., New York City time, on
the Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield of the rate on the applicable Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity
specified on the face hereof as published in the H.15 Daily Update under
the heading "Commercial Paper--Nonfinancial."
. If by 3:00 p.m., New York City time, on that Calculation Date that rate
is not yet published in either H.15(519) or the H.15 Daily Update, then
the Calculation Agent will determine the Commercial Paper Rate to be the
Money Market Yield of the arithmetic mean of the offered rates as of
11:00 a.m., New York City time, on that Commercial Paper Interest
Determination Date of three leading dealers of commercial paper in New
York City, which may include the agents or their affiliates, selected by
the Calculation Agent, after consultation with the Company, for
commercial paper having the Index Maturity specified on the face hereof
placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency.
. If the dealers selected by the Calculation Agent are not quoting as
described in the previous bullet point, the Commercial Paper Rate in
effect immediately before the Commercial Paper Interest Determination
Date will not change and will remain the Commercial Paper Rate in effect
on that Commercial Paper Interest Determination Date.
10
"Money Market Yield" will be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360
------------ x 100
360 - (D x M)
where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Determination of EURIBOR
If the Base Rate specified on the face hereof is EURIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "EURIBOR Interest Determination Date") shall equal
the rate for deposits in euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI - The Financial Market Association, or
any company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).
The following procedures will be followed if the EURIBOR Rate cannot be
determined as described above:
. If the above rate does not appear, the Calculation Agent will request
the principal Euro-zone, as defined below, office of each of four major
banks in the Euro-zone interbank market, as selected by the Calculation
Agent, after consultation with the Company, to provide the Calculation
Agent with its offered rate for deposits in euros, at approximately
11:00 a.m. (Brussels time) on the EURIBOR Interest Determination Date,
to prime banks in the Euro-zone interbank market for the Index Maturity
specified on the face hereof commencing on the applicable EURIBOR
Interest Reset Date, and in a principal amount not less than the
equivalent of U.S. $1 million in euro that is representative of a single
transaction in euro, in that market at that time. If at least two
quotations are provided, EURIBOR will be the arithmetic mean of those
quotations.
. If fewer than two quotations are provided, EURIBOR will be the
arithmetic mean of the rates quoted by four major banks in the Euro-
zone, as selected by the Calculation Agent, after consultation with the
Company, at approximately 11:00 a.m. (Brussels time), on the applicable
EURIBOR Interest Reset Date for loans in euro to leading European banks
for a period of time equivalent to the Index Maturity specified on the
face hereof commencing on that EURIBOR
11
Interest Reset Date in a principal amount not less than the equivalent
of U.S. $1 million in euro.
. If the banks selected by the Calculation Agent are not quoting as
described in the previous bullet point, the EURIBOR in effect
immediately before such EURIBOR Interest Determination Date will not
change and will remain the EURIBOR in effect on that EURIBOR Interest
Determination Date.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
"EURIBOR Interest Reset Date" means an Interest Reset Date for a EURIBOR
Note.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Federal Funds Interest Determination
Date") shall equal the rate on that day for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120").
The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:
. If the above rate is not published by 9:00 a.m., New York City time, on
the Calculation Date, the Federal Funds Rate will be the rate on the
applicable Federal Funds Interest Determination Date as published in the
H.15 Daily Update under the heading "Federal Funds/(Effective)."
. If that rate is not yet published in either H.15(519) or H.15 Daily
Update by 3:00 p.m., New York City time, on the Calculation Date, the
Calculation Agent will determine the Federal Funds Rate to be the
arithmetic mean of the rates for the last transaction in overnight U.S.
dollar Federal Funds arranged by each of three leading brokers of U.S.
dollar Federal Funds transactions in New York City, which may include
the agents or their affiliates, selected by the Calculation Agent, after
consultation with the Company, before 9:00 a.m., New York City time, on
that Federal Funds Interest Determination Date.
. If the brokers selected by the Calculation Agent are not quoting as
described in the previous bullet point, the Federal Funds Rate in effect
immediately before that Federal Funds Interest Determination Date will
not change and will remain the Federal Funds Rate in effect on that
Federal Funds Interest Determination Date.
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Determination of LIBOR
If the Base Rate specified on the face hereof is LIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "LIBOR Interest Determination Date") shall be
determined by the Calculation Agent by reference to the display on Bridge
Telerate Inc., or any successor service, on Page 3750, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency ("LIBOR
Telerate"). The "Index Currency" means the currency specified on the face hereof
as the currency for which LIBOR will be calculated, or, if the euro is
substituted for that currency, the Index Currency will be the euro. If no
currency is specified on the face hereof the Index Currency will be U.S.
dollars.
. As of the LIBOR Interest Determination Date, LIBOR will be the rate for
deposits in the Index Currency having the Index Maturity specified on
the face hereof, commencing on the second London Banking Day immediately
following that LIBOR Interest Determination Date or, if pounds sterling
is the Index Currency, commencing on that LIBOR Interest Determination
Date that appears on LIBOR Telerate as of 11:00 a.m., London time, on
that LIBOR Interest Determination Date.
. If no rate appears, then the Calculation Agent will request the
principal London offices of each of four consultation with the Company,
to provide the Calculation Agent with its offered quotation for deposits
in the Index Currency for the period of the Index Maturity specified on
the face hereof commencing on the second London Banking Day immediately
following the LIBOR Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on
that LIBOR Interest Determination Date and in a principal amount that is
representative of a single transaction in that Index Currency in that
market at that time. If at least two quotations are provided, LIBOR
determined on that LIBOR Interest Determination Date will be the
arithmetic mean of those quotations.
. If fewer than two quotations are provided, LIBOR will be determined for
the applicable Interest Reset Date as the arithmetic mean of the rates
quoted at approximately 11:00 a.m., London time, or some other time
specified on the face hereof, in the applicable principal financial
center for the country of the Index Currency on that Interest Reset
Date, by three major banks in that principal financial center selected
by the Calculation Agent, after consultation with the Company, for loans
in the Index Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount that is
13
representative of a single transaction in that Index Currency in that
market at that time.
. If the banks so selected by the Calculation Agent are not quoting as
described in the previous bullet point, LIBOR in effect immediately
before such LIBOR Interest Determination Date will not change and will
remain the LIBOR in effect on such LIBOR Interest Determination Date.
If LIBOR Reuters is specified on the face hereof, then LIBOR for each
LIBOR Interest Determination Date will be determined by the Calculation Agent by
reference to the display on the Reuters Monitor Money Rates Service, on the page
specified on the face hereof, or any other page on any designated successor
service, for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency ("LIBOR Reuters"), and the first bullet point
of the previous paragraph will be replaced with the following:
. As of the LIBOR Interest Determination Date, LIBOR will be the
arithmetic mean of the offered rates for deposits in the Index
Currency having the Index Maturity specified on the face hereof,
commencing on the second London Banking Day immediately following that
LIBOR Interest Determination Date, that appear on LIBOR Reuters as of
11:00 a.m., London time, on that LIBOR Interest Determination Date, if
at least two offered rates appear on LIBOR Reuters; provided, however,
that if LIBOR Reuters by its terms provides for only a single rate,
that single offered rate will be used.
. If fewer than two rates appear or no rates appear, as applicable, then
LIBOR shall be calculated as described in the last three bullet points
in the previous paragraph.
Determination of Prime Rate
If the Base Rate specified on the face hereof is Prime Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Prime Interest Determination Date")
shall equal the rate on such date as published in H.15(519) under the heading
"Bank Prime Loan."
The following procedures will be followed if the Prime Rate cannot be
determined as described above:
. If the rate is not published before 9:00 a.m., New York City time, on
the Calculation Date, then the Prime Rate will be the rate on such
Prime Interest Determination Date as published in the H.15 Daily
Update, under the heading "Bank Prime Loan."
. If the rate is not published before 3:00 p.m., New York City time, on
the Calculation Date, in either H.15(519) or the H.15 Daily Update,
then the
14
Calculation Agent will determine the Prime Rate to be the arithmetic
mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME1 Page, as defined below, as
that bank's prime rate or base lending rate as in effect for that
Prime Interest Determination Date.
. If fewer than four rates appear on the Reuters Screen US PRIME1 Page
on that Prime Interest Determination Date, then the Calculation Agent
will determine the Prime Rate to be the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the actual number
of days in the year divided by 360, as of the close of business on
that Prime Interest Determination Date by at least three major banks
in New York City, which may include affiliates of the agents, selected
by the Calculation Agent.
. If the banks selected are not quoting as described in the previous
bullet point, the Prime Rate in effect immediately before such Prime
Interest Determination Date will not change and will remain the Prime
Rate in effect on such Prime Interest Determination Date.
"Reuters Screen US PRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service, or any successor service or any
other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.
Determination of Treasury Rate
If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Treasury Interest Determination
Date") shall equal the rate from the auction held on that date of direct
obligations of the United States, which are commonly referred to as "Treasury
bills," having the Index Maturity specified on the face hereof under the caption
"Investment Rate" on the display on Bridge Telerate, Inc., or any successor
service on:
. page 56, or any other page as may replace such page on such service
("Telerate Page 56"); or
. page 57, or any other page as may replace such page on such service,
("Telerate Page 57"); or
. if not so published by 3:00 p.m., New York City time, on the related
Calculation Date, the Bond Equivalent Yield, as defined below, of the
rate for the Treasury bills as published in the H.15(519) Daily
Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the heading "U.S. Government
Securities/Treasury Bills/Auction High."
15
The following procedures will be followed if the Treasury Rate cannot
be determined as described above:
. If the above rate is not published by 3:00 p.m., New York City time,
on the Calculation Date, the Treasury Rate will be the Bond Equivalent
Yield of the auction rate of the applicable Treasury bills on that
Treasury Interest Determination Date as announced by the United States
Department of the Treasury.
. In the event that the auction rate of Treasury bills having the Index
Maturity specified on the face hereof is not published or announced as
provided above by 3:00 p.m., New York City time, on such Calculation
Date, or if no auction is held on that Treasury Interest Determination
Date, then the Calculation Agent will determine the Treasury Rate to
be the Bond Equivalent Yield of the rate on that Treasury Interest
Determination Date of Treasury bills having the Index Maturity
specified on the face hereof as published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market"
or, if not yet published by 3:00 p.m., New York City time, on the
related Calculation Date, the rate on such Treasury Interest
Determination Date of the applicable Treasury bills as published in
the H.15 Daily Update under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If that rate is not yet
published in H.15(519) or the H.15 Daily Update, then the Treasury
Rate will be calculated by the Calculation Agent and will be the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 p.m., New York City time, on that
Treasury Interest Determination Date, of three primary United States
government securities dealers, which may include the agents or their
affiliates, selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity
specified on the face hereof.
. If the dealers selected by the Calculation Agent are not quoting as
described in the previous bullet point, the Treasury Rate in effect
immediately before that Treasury Interest Determination Date will not
change and will remain the Treasury Rate in effect on such Treasury
Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated as
follows:
Bond Equivalent Yield = D x N
--------------------- x 100
360 - (D x M)
where "D" refers to the applicable annual rate for the Treasury notes quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
16
Determination of CMT Rate
If the Base Rate specified on the face hereof is CMT Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "CMT Interest Determination Date) shall
equal the rate displayed on the Designated CMT Telerate Page, as defined below,
under the caption "Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index, as defined below, for:
(i) if the Designated CMT Telerate Page is 7051, that CMT Interest
Determination Date; and
(ii) if the Designated CMT Telerate Page is 7052, the week or the
month, as applicable, ended immediately before the week in which the
related CMT Interest Determination Date occurs.
The following procedures will be used if the CMT Rate cannot be
determined as described above:
. If that rate is no longer displayed on the relevant page, or if not
displayed by 3:00 p.m., New York City time, on the related Calculation
Date, then the CMT Rate will be the treasury constant maturity rate
for the Designated CMT Maturity Index, as defined below, as published
in H.15(519).
. If that rate is no longer published, or if not published by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT Rate
will be the treasury constant maturity rate for the Designated CMT
Maturity Index, or other United States Treasury rate for the
Designated CMT Maturity Index, for the CMT Interest Determination Date
with respect to that Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519).
. If the information described above is not provided by 3:00 p.m., New
York City time, on the related Calculation Date, then the Calculation
Agent will determine the CMT Rate to be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 p.m., New York City time, on the CMT Interest
Determination Date reported, according to their written records, by
three leading primary United States government securities dealers
(each a "reference dealer") in New York City selected by the
Calculation Agent as described in the following sentence, which may
include the agents or their affiliates. The Calculation Agent will
select five reference dealers, after consultation with the Company,
and will eliminate the highest quotation, or, in the event of overlap,
one of the highest and the lowest quotation, or, in the event of
17
overlap, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States, which are
commonly referred to as "Treasury notes," with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus
one year.
. If the Calculation Agent cannot obtain three such Treasury notes
quotations, the Calculation Agent will determine the CMT Rate to be a
yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time,
on the CMT Interest Determination Date of three reference dealers in
New York City, which may include the agents or their affiliates,
selected using the same method described above, for Treasury notes
with an original maturity of the number of years closest to but not
less than the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If two Treasury notes with an original
maturity as described above have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury note with the shorter remaining
term to maturity.
. If three or four, but not five, of the reference dealers are quoting
as described immediately above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest
nor the lowest of the quotes will be eliminated.
. If fewer than three reference dealers selected by the Calculation
Agent are quoting as described above, the CMT Rate in effect
immediately before such CMT Interest Determination Date will not
change and will remain the CMT Rate in effect on such CMT Interest
Determination Date.
"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc., or
any successor service, on the page designated on the face hereof, or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, for the most
recent week.
"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury notes (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the
face hereof with respect to which the CMT Rate will be calculated. If no
maturity is specified on the face hereof, the Designated CMT Maturity Index will
be two years.
18
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 shall 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)
19
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 shall 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
20
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.
21
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.
22
____________________
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: $__________.
23
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 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.
24
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)
25
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.
26