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Face of Note

Promissory Note

Face of Note | Document Parties: Cede & Co | CITIBANK, NA | WELLS FARGO & COMPANY | WELLS FARGO BANK, NA You are currently viewing:
This Promissory Note involves

Cede & Co | CITIBANK, NA | WELLS FARGO & COMPANY | WELLS FARGO BANK, NA

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Title: Face of Note
Governing Law: New York     Date: 10/7/2009
Industry: Money Center Banks     Sector: Financial

Face of Note, Parties: cede & co , citibank  na , wells fargo & company , wells fargo bank  na
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Exhibit 4.1

[Face of Note]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“ DTC ”), to the Company 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.

 

CUSIP NO. 949746 QC8

 

FACE AMOUNT: $

REGISTERED NO.

 

WELLS FARGO & COMPANY

Notes Linked to a Diversified Equity Basket

due October 7, 2014

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 CEDE & Co., or registered assigns, an amount equal to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date. The “ Initial Stated Maturity Date ” shall be October 7, 2014. If no Market Disruption Event (as defined below) occurs or is continuing on the scheduled Valuation Date (as defined below), the Initial Stated Maturity Date will be the “ Stated Maturity Date .” If a Market Disruption Event occurs or is continuing with respect to a Basket Component (as defined below) on the scheduled Valuation Date with respect to a Basket Component, the “ Stated Maturity Date ” shall be the later of (i) three Business Days (as defined below) after the postponed Valuation Date with respect to such Basket Component (or, if the Valuation Date is postponed with respect to more than one Basket Component, three Business Days after the latest postponed Valuation Date) and (ii) the Initial Stated Maturity Date. This Security shall not bear any interest.


Any payments 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 the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.

 

2


Determination of Maturity Payment Amount

Maturity Payment Amount ” shall mean, for each $1,000 Face Amount of this Security:

 

 

 

if the Final Basket Level is greater than the Initial Basket Level, $1,000 plus the Additional Amount;

 

 

 

if the Final Basket Level is equal to the Initial Basket Level or is at least 80% of the Initial Basket Level, $1,000; and

 

 

 

if the Final Basket Level is less than 80% of the Initial Basket Level, $1,000 minus the product of

 

 

 

$1,000; and

 

 

 

Initial Basket Level – Final Basket Level - .20

                Initial Basket Level

Additional Amount ” shall mean, for each $1,000 Face Amount of this Security, an amount equal to the product of:

 

 

 

$1,000;

 

 

 

Participation Rate; and

 

 

 

Final Basket Level – Initial Basket Level

                Initial Basket Level

The “ Participation Rate ” is 1.08.

The “ Initial Basket Level ” is 100.

The “ Final Basket Level ” shall be equal to the product of (i) 100 and (ii) an amount to equal to 1 plus the sum of: (A) 50% of the Component Return of the S&P 500 Index; (B) 30% of the Component Return of the iShares MSCI EAFE Index Fund; and (C) 20% of the Component Return of the iShares MSCI Emerging Markets Index Fund.

The “ Component Return ” of a Basket Component shall be equal to:

Final Component Level – Initial Component Level

                Initial Component Level

where,

 

 

 

the “ Initial Component Level ” is the Closing Level of such Basket Component on the Pricing Date; and

 

 

 

the “ Final Component Level ” is the Closing Level of such Basket Component on the Valuation Date.

 

3


The Initial Component Levels of the Basket Components are as follows: S&P 500 Index (1057.08); iShares MSCI EAFE Index Fund (54.70); and iShares MSCI Emerging Markets Index Fund (38.91).

Adjustment Factor ” means, with respect to a share of an iShares Fund, 1.0, subject to adjustment in the event of certain events affecting the shares of such iShares Fund as described in “—Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation.”

Basket Component ” shall mean the S&P 500 Index (50%); the iShares MSCI EAFE Index Fund (30%); and the iShares MSCI Emerging Markets Index Fund (20%), with each Basket Component having the weighting noted parenthetically.

Calculation Agency Agreement ” shall mean the Calculation Agency Agreement dated as of October 7, 2009 between the Company and the Calculation Agent, as amended from time to time.

Calculation Agent ” shall mean the Person that has entered into the Calculation Agency Agreement with the Company providing for, among other things, the determination of the Final Basket Level, the Additional Amount, if any, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the Securities of this series without the consent of the Holders of the Securities of this series and without notifying the Holders of the Securities of this series.

The “ Closing Level ” on any Trading Day (as defined herein) means (A) with respect to the S&P 500 Index, the closing level of the S&P 500 Index as reported by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“ S&P ”) (or of any successor index (as defined herein), as reported by the index sponsor of the successor index) and (B) with respect to an iShares Fund (as defined herein) (or any successor fund (as defined herein)), the product of (i) the Closing Price (as defined herein) of one share of such iShares Fund on such Trading Day and (ii) the Adjustment Factor applicable to such iShares Fund on such Trading Day, as determined by the Calculation Agent as described in “—Anti-dilution Adjustments Relating to an iShares Fund; Discontinuance of an iShares Fund; Alternate Calculation.”

The “ Closing Price ” with respect to a share of an iShares Fund (or one unit of any other security for which a Closing Price must be determined) on any Trading Day means:

 

 

 

if the share (or any such other security) is listed or admitted to trading on a national securities exchange (other than The Nasdaq Stock Market), the last reported sale price, regular way, of the principal trading session on such day on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the share (or any such other security) is listed or admitted to trading;

 

4


 

 

if the share (or any such other security) is a security of The Nasdaq Stock Market, the Nasdaq official closing price published by The Nasdaq Stock Market, Inc. on such day; or

 

 

 

the share (or any such other security) is neither listed or admitted to trading on any national securities exchange but is included in the OTC Bulletin Board Service operated by the National Association of Securities Dealers, Inc., the last reported sale price of the principal trading session on the OTC Bulletin Board on such day.

If the shares of an iShares Fund (or any such other security) are listed or admitted to trading on any national securities exchange or are securities of The Nasdaq Stock Market but the last reported sale price or Nasdaq official closing price, as applicable, is not available pursuant to the preceding sentence, then the Closing Price for one share (or one unit of any such other security) on any Trading Day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on The Nasdaq Stock Market or the OTC Bulletin Board on such day. If, because of a Market Disruption Event (as defined herein) or otherwise, the last reported sale price or Closing Price, as applicable, for the share (or any such other security) is not available pursuant to either of the two preceding sentences, then the Closing Price for any Trading Day will be the mean, as determined by the Calculation Agent, of the bid prices for the share (or any such other security) obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Wells Fargo affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. The term “ security of The Nasdaq Stock Market ” will include a security included in any successor to such system, and the term OTC Bulletin Board Service will include any successor service thereto. See “—Anti-dilution Adjustments Relating to an iShares Fund; Discontinuance of an iShares Fund; Alternate Calculation.”

Face Amount ” shall mean, when used with respect to any Security or Securities of this series, the amount set forth on the face of such Security or Securities as its or their “Face Amount.”

iShares Fund ” shall mean the iShares MSCI EAFE Index Fund and the iShares MSCI Emerging Markets Index Fund individually, and “ iShares Funds ” shall mean the iShares MSCI EAFE Index Fund and the iShares MSCI Emerging Markets Index Fund collectively.

The “ Pricing Date ” shall mean the date the notes were priced for initial sale to the public.

A “ Trading Day ” is a day on which The New York Stock Exchange, The Nasdaq Stock Market, the American Stock Exchange, the Chicago Mercantile Exchange, the Chicago Board of Options Exchange, or any successor thereto, and the over-the-counter market for securities in the United States are open for trading during regular trading sessions.

 

5


The “ Valuation Date ” shall be the last Trading Day of September 2014, subject to postponement due to the occurrence of a Market Disruption Event. If a Market Disruption Event occurs or is continuing with respect to a Basket Component on the scheduled Valuation Date, the Calculation Agent will determine the Closing Level of such Basket Component by reference to the Closing Level of such Basket Component on the next Trading Day on which there is not a Market Disruption Event for such Basket Component; provided, however, if a Market Disruption Event occurs with respect to a Basket Component on each of the five Trading Days following the originally scheduled Valuation Date, then (i) that fifth Trading Day will be deemed the Valuation Date for such Basket Component and (ii) the Calculation Agent will determine the Closing Level of such Basket Component subject to a Market Disruption Event based on its good faith estimate of the Closing Level on that fifth Trading Day. Notwithstanding a postponement of the Valuation Date with respect to a Basket Component that is subject to a Market Disruption Event, the originally scheduled Valuation Date will remain the Valuation Date for any Basket Component not subject to a Market Disruption Event. See “—Market Disruption Events.”

Discontinuance Of The S&P 500 Index; Alteration Of Method Of Calculation

If S&P discontinues publication of the S&P 500 Index and S&P or another entity publishes a successor index or substitute index (in any such case, referred to herein as a “ successor index ”) that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued S&P 500 Index, then any subsequent Closing Level of the S&P 500 Index will be determined by reference to the level of such successor index at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level is to be determined.

Upon any selection by the Calculation Agent of a successor index, the Company will promptly give notice to the Holders of the Securities of this series.

If S&P discontinues publication of the S&P 500 Index prior to, and such discontinuance is continuing on, the date that any Closing Level of the S&P 500 Index is to be determined and the Calculation Agent determines that no successor index is available at such time, then, on such date, the Calculation Agent will determine the Closing Level of the S&P 500 Index to be used in computing the amount payable at stated maturity. Such Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the S&P 500 Index last in effect prior to such discontinuance, using the Closing Price (or, if trading in the relevant security has been materially suspended or materially limited, its good faith estimate of the Closing Price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security most recently comprising the S&P 500 Index on the primary organized exchange or Trading System (as defined herein). As used herein, “ closing price ” means, with respect to any security on any date, the last reported sales price regular way on such date or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way on such date, in either case on the primary organized exchange or Trading System on which such security is then listed or admitted to trading.

 

6


If a successor index is selected or the Calculation Agent calculates a Closing Level as a substitute for the S&P 500 Index, such successor index or Closing Level will be used as a substitute for the S&P 500 Index for all purposes, including for purposes of determining whether a Market Disruption Event exists.

If at any time the method of calculating the S&P 500 Index or a successor index, or the Closing Level thereof, is changed in a material respect, or if the S&P 500 Index or a successor index is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the value of the S&P 500 Index or such successor index had such changes or modifications not been made, then the Calculation Agent will, at the close of business in New York City on the date that any Closing Level of the S&P 500 Index is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable to the S&P 500 Index or such successor index, as the case may be, as if such changes or modifications had not been made. The Calculation Agent will calculate the Closing Level of the S&P 500 Index and the amount payable at stated maturity with reference to the S&P 500 Index or such successor index, as adjusted. Accordingly, if the method of calculating the S&P 500 Index or a successor index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (for example, due to a split in the index), then the Calculation Agent will adjust such index in order to arrive at a level of the S&P 500 Index or such successor index as if it had not been modified (for example, as if such split had not occurred).

Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation

If the shares of an iShares Fund are subject to a stock split or reverse stock split, then once such split has become effective, the Adjustment Factor with respect to such shares will be adjusted to equal the product of the prior Adjustment Factor for such shares and the number of shares issued in such stock split or reverse stock split with respect to one such share.

If an iShares Fund is de-listed, liquidated or otherwise terminated (a “ Liquidation Event ”), and a successor or substitute exchange traded fund exists that the Calculation Agent determines, in its sole discretion, to be comparable to such iShares Fund, then any subsequent Closing Level will be determined by reference to the Closing Price of the shares of such successor or substitute exchange traded fund (such exchange traded fund being referred to herein as a “ successor fund ”).

Upon any selection by the Calculation Agent of a successor fund, the Calculation Agent will give notice to the Holders of the Securities.

If an iShares Fund undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that the Closing Level of such iShares Fund is to be determined and the Calculation Agent determines that no successor fund is available at such time, then the Calculation Agent will, in its discretion, calculate the Closing Price for such iShares Fund on such date by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate such iShares Fund.

 

7


If a successor fund is selected or the Calculation Agent calculates the Closing Price as a substitute for an iSh


 
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