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WELLS FARGO & COMPANY FORM OF SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES J

Promissory Note

WELLS FARGO & COMPANY FORM OF SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES J | Document Parties: BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION | WELLS FARGO & COMPANY | WELLS FARGO BANK, NA You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION | WELLS FARGO & COMPANY | WELLS FARGO BANK, NA

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

WELLS FARGO & COMPANY FORM OF SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES J, Parties: bank of new york mellon trust company  national association , wells fargo & company , wells fargo bank  na
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Exhibit 4.4

[Face of Note]

 

CUSIP NO.

  

  

PRINCIPAL AMOUNT:

CLEARSTREAM COMMON CODE:

  

  

ISIN:

  

  

REGISTERED NO.

  

  

WELLS FARGO & COMPANY

FORM OF

SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES J

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:    %

 

STATED MATURITY DATE:


BASE RATE:

 

INITIAL INTEREST RATE:

 

INITIAL INTEREST PAYMENT DATE:

INTEREST PAYMENT DATES:

 

INTEREST DETERMINATION DATES:

 

CALCULATION DATES:

MAXIMUM INTEREST RATE:

 

MINIMUM INTEREST RATE:

 

INTEREST RESET PERIOD:

INTEREST RESET DATES:

 

INITIAL INTEREST RESET DATE:

 

SPREAD MULTIPLIER:

SPREAD:    +

 

INDEX MATURITY:

 

REGULAR RECORD DATES:

                     -

 

 

DESIGNATED CMT MATURITY

INDEX AND DESIGNATED REUTERS PAGE

(Only applicable if the Base Rate

is CMT):

 

INDEX CURRENCY

(Only applicable if the Base Rate is LIBOR):

 

CALCULATION AGENT:

 

OPTIONAL REDEMPTION

(at option of Company):

 

REDEMPTION PRICE:

 

¨         100%

 

¨         Other

REDEMPTION DATE(S)

(at option of Company):

 

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 Interest Payment Dates specified above, commencing with the Initial Interest Payment Date specified above following the Original Issue Date specified above, and at

 

2


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 the rate per annum specified above, as determined by the Calculation Agent in accordance with the provisions on the reverse hereof under the heading “Determination of CD Rate”, “Determination of Commercial Paper Rate”, “Determination of EURIBOR”, “Determination of Federal Funds Rate”, “Determination of Federal Funds (Open) Rate”, “Determination of LIBOR”, “Determination of Prime Rate”, “Determination of Treasury Rate” or “Determination of CMT Rate,” as applicable. 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 falls on a day that is not a Business Day, other than an Interest Payment Date that is also the date of Maturity, such Interest Payment Date will be postponed to 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 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.

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. This period is referred to as an “Interest Period.” 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.

 

3


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 shall 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.

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.

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

 

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

SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES H

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 The Bank of New York Mellon Trust Company, National Association (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 J, of the Company, which series is limited to an aggregate principal amount of $25,000,000,000 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 I 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 Depositary 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 Original Issue Date specified on the face hereof, the interest rate on this Security will be reset daily, weekly, monthly, quarterly, semiannually or annually as specified on the face hereof under “Interest Reset

 

6


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. 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 will be postponed to 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.

The amount of interest to be paid on this Security for each Interest Period will be calculated by multiplying the principal amount of this Security by an accrued interest factor. The “accrued interest factor” will be computed by adding the interest factors calculated for each day in the Interest Period. The “interest factor” for each day is computed by dividing the interest rate applicable to that day:

 

 

 

by 360, if the Base Rate is the CD Rate, the Commercial Paper Rate, EURIBOR, Federal Funds Rate, Federal Funds (Open) Rate, LIBOR, except for LIBOR Securities for which the Index Currency is pounds sterling, or Prime Rate;

 

 

 

by 365 (or 366 if the last day of the Interest Period falls in a leap year) if the Base Rate is LIBOR and the Index Currency is pounds sterling; 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 .000005% rounded up to .00001% and all U.S. dollar amounts used in or resulting from any of the above calculations will be rounded, if necessary, to the nearest cent, with one-half cent rounded upward. If the Japanese Yen is the Index Currency, all Japanese Yen amounts used in or resulting from these calculations will be rounded downward to the next lower Japanese Yen amount. All amounts denominated in any other currency used in or resulting from these calculations will be rounded to the nearest two decimal places in that currency, with .005 round up to .01.

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.

 

7


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 will 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. The Calculation Agent shall notify the Paying Agent of each determination of the interest applicable to this Security promptly after the determination is made.

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 next Business Day; or

 

 

 

the Business Day immediately preceding the applicable Interest Payment Date or date of Maturity.

Determination of CD Rate

If the Base Rate specified on the face hereof is the CD Rate, the interest rate per annum determined with respect to any Interest Determination Date specified on the face hereof shall equal the rate on that date for negotiable U.S. dollar 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 3:00 p.m., New York City time, on the Calculation Date, the CD Rate will be the rate on that Interest Determination Date set forth in the daily update of H.15(519), available through the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication (the “H.15 Daily Update”) for the Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof, under the caption “CDs (Secondary Market).”

 

 

 

If the above 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, 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 Interest Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York, New York which may include the agents for the Securities of this series or their affiliates, selected by the Calculation Agent, after consultation with the Company, for negotiable U.S. dollar certificates of deposit of major U.S. money center banks of the

 

8


 

highest credit standing in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof in an amount that is representative for a single transaction in that market at that time.

 

 

 

If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate for that Interest Determination Date will remain the CD Rate for the immediately preceding Interest Reset Period, or, if none, the rate of interest payable will be the Initial Interest Rate.

Determination of Commercial Paper Rate

If the Base Rate specified on the face hereof is the Commercial Paper Rate, the interest rate per annum determined with respect to any Interest Determination Date specified on the face hereof shall equal the Money Market Yield (as defined below), calculated as described below, of the rate on that date for U.S. dollar commercial paper having the Index Maturity specified on the face hereof, as that rate is 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 3:00 p.m., New York City time, on the Calculation Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on that Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “Commercial Paper—Nonfinancial.”

 

 

 

If by 3:00 p.m., New York City time, on that Calculation Date the rate is not yet published in either H.15(519) or the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, 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 Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York, New York, which may include the agents for the Securities of this series or their affiliates, selected by the Calculation Agent, after consultation with the Company, for commercial paper of 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 set forth above, the Commercial Paper Rate for the Interest Determination Date will remain the Commercial Paper Rate for the immediately preceding Interest Reset Period, or, if none, the rate of interest payable will be the Initial Interest Rate.

 

9


“Money Market Yield” will be a yield calculated in accordance with the following formula:

 

 
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