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WELLS FARGO & COMPANY 3.00% Notes Due December 9, 2011

Promissory Note

WELLS FARGO & COMPANY 

3.00% Notes Due December 9, 2011 | 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: WELLS FARGO & COMPANY 3.00% Notes Due December 9, 2011
Governing Law: Delaware     Date: 12/10/2008
Industry: Money Center Banks     Sector: Financial

WELLS FARGO & COMPANY 

3.00% Notes Due December 9, 2011, Parties: cede & co , citibank  na , wells fargo & company , wells fargo bank  na
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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.

 

 

 

 

CUSIP NO.             

 

PRINCIPAL AMOUNT: $             

CLEARSTREAM COMMON CODE             

 

 

ISIN                     

 

 

REGISTERED NO.     

 

 

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

 

 

 

 

 

 

 

 

WELLS FARGO & COMPANY

 

 

 

 

 

By:

 

 

 

 

 

 

Barbara S. Brett, Senior Vice President and Assistant Treasurer

 

 

 

[SEAL]

 

 

 

 

 

 

 

 

 

Attest:

 

 

 

 

 

 

Laurel A. Holschuh, Senior Vice President and Secretary

 

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

CITIBANK, N.A.,

as Trustee

 

 

By:

 

 

 

 

Authorized Signature

 

 

 

 

OR

 

WELLS FARGO BANK, N.A.,

as Authenticating Agent for the Trustee

 

 

By:

 

 

 

 

Authorized Signature

 

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


 
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