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WELLS FARGO & COMPANY FORM OF MEDIUM-TERM FIXED RATE NOTE, SERIES I

Promissory Note

WELLS FARGO & COMPANY FORM OF MEDIUM-TERM FIXED RATE NOTE, SERIES I | Document Parties: CITIBANK, NA | WELLS FARGO & COMPANY | WELLS FARGO BANK, NA You are currently viewing:
This Promissory Note involves

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

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Title: WELLS FARGO & COMPANY FORM OF MEDIUM-TERM FIXED RATE NOTE, SERIES I
Governing Law: New York     Date: 8/14/2009
Industry: Money Center Banks     Sector: Financial

WELLS FARGO & COMPANY FORM OF MEDIUM-TERM FIXED RATE NOTE, SERIES I, Parties: citibank  na , wells fargo & company , wells fargo bank  na
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Exhibit 4.1

[Face of Note]

 

CUSIP NO.

 

 

PRINCIPAL AMOUNT:

CLEARSTREAM COMMON CODE:

 

 

ISIN:

 

 

REGISTERED NO.

 

 

WELLS FARGO & COMPANY

FORM OF

MEDIUM-TERM FIXED RATE NOTE, SERIES I

Due Nine Months or More From Date of Issue

 

¨

Check this box if this Security is a Global Security.

Applicable if this Security is a Global Security:

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“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 Security is not a deposit or other obligation of a depository institution and is not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.

[If applicable, this Security will contain information required by U.S. Federal Income Tax “Original Issue Discount” rules, as that term is defined in the Internal Revenue Code of 1986, as amended.]

 

ORIGINAL ISSUE DATE:

  

ISSUE PRICE:    %

  

INTEREST RATE PER ANNUM:

STATED MATURITY DATE:

  

INTEREST PAYMENT DATES:

  

INITIAL INTEREST PAYMENT DATE:

OPTIONAL REDEMPTION:

  

REDEMPTION PRICE:

 

¨         100%

 

¨         Other

  

REDEMPTION DATE(S):


SINKING FUND:

  

OPTION TO ELECT REPAYMENT:

  

REPAYMENT PRICE:

 

¨         100%

 

¨         Other

OPTIONAL REPAYMENT DATE(S):

  

MINIMUM DENOMINATIONS:

 

¨         U.S. $1,000

 

¨         Other

  

DEPOSITARY (Only applicable if this 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 (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                         , or registered assigns, the principal sum of                                          (            ) on the Stated Maturity Date shown above (except to the extent redeemed or repaid prior to such date) and to pay interest, if any, on the principal amount hereof from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for on each Interest Payment Date set forth above, commencing on the Initial Interest Payment Date shown above, and at Maturity at the Interest Rate shown above (computed on the basis of a 360-day year of twelve 30-day months) 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 next preceding such Interest Payment Date. Interest payable upon Maturity will be paid to the Person to whom principal is payable. 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. 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 next 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 day other than a Saturday or Sunday, (i) that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close (a) in New York, New York or Minneapolis, Minnesota, (b) if this Security is denominated in a Specified Currency other than U.S. dollars, euro or Australian dollars, in the principal financial center of the country of the Specified Currency or (c) if this Security is denominated in Australian dollars, in Sydney, Australia and (ii) if this Security is denominated in euro, that is also a TARGET Settlement Day. For purposes of this Security, “TARGET Settlement Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System is open.

 

2


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. The first payment of interest on a Security originally issued and dated between a Regular Record Date specified above and an Interest Payment Date will be due and payable on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next succeeding Regular Record Date.

Notwithstanding the foregoing, if an Addendum is attached hereto or “Other/Additional Terms” apply to this Security as specified above, this Security shall be subject to the terms set forth in such Addendum or such “Other/Additional Terms.”

The principal (and premium, if any) and interest on this Security is payable by the Company in the Specified Currency specified above.

Any interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent 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, other than payments of interest at Maturity, will 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.

The Company will pay any administrative costs imposed by banks on payors in making payments on this Security in immediately available funds and the Holder of this Security will pay any administrative costs imposed by banks on payees in connection with such payments. Any tax, assessment or governmental charge imposed upon payments on this Security will be borne by the Holder of this Security.

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.

 

3


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.

 

4


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.

 

CITIBANK, N.A.,

 

as Trustee

By:

 

 

 

Authorized Signature

 

OR

WELLS FARGO BANK, N.A.,

 

as Authenticating Agent for the Trustee

By:

 

 

 

Authorized Signature

 

5


[Reverse of Note]

WELLS FARGO & COMPANY

MEDIUM-TERM FIXED RATE NOTE, SERIES I

Due Nine Months or More From Date of Issue

General

This Security is one of a duly authoriz


 
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