Exhibit 4.4
[Face of Note]
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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
FORM OF
SUBORDINATED MEDIUM-TERM FLOATING
RATE NOTE, SERIES J
Due Nine Months or More From Date
of Issue
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¨
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Check this box
if this Security is a Global Security.
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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.]
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ORIGINAL ISSUE
DATE:
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ISSUE
PRICE: %
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STATED MATURITY
DATE:
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BASE
RATE:
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INITIAL
INTEREST RATE:
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INITIAL
INTEREST PAYMENT DATE:
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INTEREST
PAYMENT DATES:
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INTEREST
DETERMINATION DATES:
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CALCULATION
DATES:
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MAXIMUM
INTEREST RATE:
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MINIMUM
INTEREST RATE:
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INTEREST RESET
PERIOD:
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INTEREST RESET
DATES:
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INITIAL
INTEREST RESET DATE:
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SPREAD
MULTIPLIER:
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SPREAD: +
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INDEX
MATURITY:
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REGULAR RECORD
DATES:
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-
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DESIGNATED CMT MATURITY
INDEX AND DESIGNATED REUTERS PAGE
(Only applicable if the Base Rate
is CMT):
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INDEX CURRENCY
(Only applicable if the Base Rate is
LIBOR):
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CALCULATION
AGENT:
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OPTIONAL REDEMPTION
(at option of Company):
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REDEMPTION PRICE:
¨
100%
¨
Other
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REDEMPTION DATE(S)
(at option of Company):
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SINKING
FUND:
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OPTION TO ELECT
REPAYMENT:
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REPAYMENT PRICE:
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100%
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Other
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OPTIONAL
REPAYMENT DATE(S):
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MINIMUM DENOMINATIONS:
¨
U.S.
$1,000
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Other
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DEPOSITARY
(Only applicable if this Security is
a
Global Security):
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SPECIFIED
CURRENCY:
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OTHER/ADDITIONAL TERMS:
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ADDENDUM
ATTACHED:
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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.
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WELLS FARGO
& COMPANY
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By:
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Its:
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[SEAL]
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Attest:
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Its:
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
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THE BANK OF NEW
YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
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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.,
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as
Authenticating Agent for the Trustee
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By:
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Authorized
Signature
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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:
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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;
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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
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by the actual number of days in
the year, if the Base Rate is the Treasury Rate or the CMT
Rate.
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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:
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the tenth calendar day after that
Interest Determination Date or, if that day is not a Business Day,
the next Business Day; or
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the Business Day immediately
preceding the applicable Interest Payment Date or date of
Maturity.
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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:
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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).”
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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
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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.
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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.
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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:
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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.”
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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.
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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.
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9
“Money Market Yield”
will be a yield calculated in accordance with the following
formula: