Exhibit 4.2
[Face of Note]
Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a
New York corporation (“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.
This debt is guaranteed under the
FDIC Temporary Liquidity Guarantee Program and is backed by the
full faith and credit of the United States. The details of the FDIC
guarantee are provided in the FDIC’s regulations,
12 C.F.R. Part 370, and at the FDIC’s website,
www.fdic.gov/tlgp. The expiration date of the FDIC’s
guarantee is the earlier of the maturity date of this debt or
June 30, 2012.
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CUSIP NO.
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PRINCIPAL AMOUNT: $
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CLEARSTREAM
COMMON CODE
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ISIN
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REGISTERED NO.
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WELLS FARGO &
COMPANY
3.00% Notes Due December 9,
2011
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, the principal
sum of
($
) on December 9, 2011 (the “Stated Maturity
Date”) and to pay interest thereon from December 10,
2008 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for semi-annually on
June 9 and December 9 of each year, commencing
June 9, 2009, at the rate of 3.00% per annum, until the
principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest (whether or not a
Business Day, as defined below) next preceding such Interest
Payment Date. The Regular Record Date for an Interest Payment Date
shall be the fifteenth calendar day, whether or not a Business Day,
prior to such Interest Payment Date. If an Interest Payment Date is
not a Business Day, interest on this Security shall be payable on
the next day that is a Business Day, with the same force and effect
as if made on such Interest Payment Date, and without any interest
or
other payment with respect to the delay.
“Business Day” as used hereinabove is a 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 Minneapolis, Minnesota or New York, New
York.
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
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.
Payment of interest on this Security
will be made in immediately available funds at the office or agency
of the Company maintained for that purpose in the City of
Minneapolis, Minnesota 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; provided, however, that, at
the option of the Company, payment of interest may be paid by check
mailed to the Person entitled thereto at such Person’s last
address as it appears in the Security Register or by wire transfer
to such account as may have been designated by such Person. Payment
of principal of and interest 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. Notwithstanding the foregoing, for so long
as this Security is a Global Security registered in the name of the
Depositary, payments of principal and interest on this Security
will be made to the Depositary by wire transfer of immediately
available funds.
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 under the Indenture 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.
2
IN WITNESS WHEREOF , the
Company has caused this instrument to be duly executed under its
corporate seal.
DATED: December 10,
2008
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WELLS FARGO
& COMPANY
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By:
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Barbara S.
Brett, Senior Vice President and Assistant Treasurer
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[SEAL]
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Attest:
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Laurel A.
Holschuh, Senior Vice President and Secretary
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
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This is one of
the Securities of the series designated therein referred to in the
within-mentioned Indenture.
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CITIBANK, N.A.,
as Trustee
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By:
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Authorized
Signature
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OR
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WELLS FARGO BANK, N.A.,
as Authenticating Agent for the
Trustee
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By:
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Authorized
Signature
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3
[Reverse of Note]
WELLS FARGO &
COMPANY
3.00% Notes Due December 9,
2011
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 July 21, 1999, as
amended by the Fourth Supplemental Indenture dated as of
December 10, 2008 and as further amended or supplemented from
time to time (herein called the “Indenture”), between
the Company and Citibank, N.A., 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 designated on the face hereof, limited in aggregate
principal amount to $
; provided, however, that the Company may, so long as no Event of
Default has occurred and is continuing with respect to the
Securities of this series, without the consent of the Holders of
the Securities of this series, issue additional Securities with the
same terms as the Securities of this series, and such additional
Securities shall be considered part of the same series under the
Indenture as the Securities of this series.
Pursuant to the Fourth Supplemental
Indenture dated as of December 10, 2008, the Company and
Trustee acknowledged that the Company has not opted out of the debt
guarantee program (the “Debt Guarantee Program”)
established by the Federal Deposit Insurance Corporation (the
“FDIC”) under the Temporary Liquidity Guarantee Program
on November 21, 2008 pursuant to the FDIC’s Final Rule,
12 C.F.R. Part 370 (as may be amended or supplemented
from time to time, the “Rule”). The Trustee and its
successors are designated as the duly authorized representatives
(the “Representative”) of the Holders of the Securities
of this series for purposes of making claims and taking other
permitted or required actions under the Debt Guarantee Program. Any
such Holder may elect not to be represented by the Representative
by providing written notice of such election to the Representative
(it being understood that such election shall not affect the
Trustee’s capacity under the Indenture except as the
representative of such Holder under the Debt Guarantee
Program).
Upon an uncured failure by the
Company to make a timely payment of principal or interest under the
Securities of this series (a “Payment Default”), the
Representative, on behalf of all Holders of the Securities of this
series that are represented by the Representative, shall submit to
the FDIC a demand for payment by the FDIC of such unpaid principal
and interest, together with proof of such claim and such other
documentation as may be required by the FDIC under the Rule
(i) in the case of any Payment Default prior to the Stated
Maturity Date, promptly, and in no event later than the earlier of
the end of the applicable cure period and 60 days following
such Payment Default and (ii) in the case of any payment due
on the Stated Maturity Date, on such Stated Maturity
Date.
4
The FDIC shall be subrogated to all
of the rights of the Holders of the Securities of this series and
the Representative with respect to the Securities of this series
under the Indenture against the Company in respect of any amounts
paid to the Holders of the Securities of this series, or for the
benefit of the Holders of the Securities of this series, by the
FDIC pursuant to the Debt Guarantee Program.
The Holde