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WELLS FARGO & COMPANY Floating Rate Notes Due December 9, 2011

Promissory Note

WELLS FARGO & COMPANY 

Floating Rate Notes Due December 9, 2011 | 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 Floating Rate Notes Due December 9, 2011
Governing Law: Delaware     Date: 12/10/2008
Industry: Money Center Banks     Sector: Financial

WELLS FARGO & COMPANY 

Floating Rate Notes Due December 9, 2011, Parties: citibank  na , wells fargo & company , wells fargo bank  na
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Exhibit 4.3

[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

Floating Rate 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 (as defined below) to which interest has been paid or duly provided for on the dates and at the rate set forth below, 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.

The interest rate per annum for this Security will be equal to LIBOR Reuters (as defined below) plus 0.85%, as determined by the calculation agent for this Security (the “Calculation Agent”), and will be reset quarterly on each March 9, June 9, September 9 and December 9,


commencing March 9, 2009. Each of these dates on which interest will be reset shall be referred to as an “Interest Reset Date.” The initial interest rate per annum for this Security will be equal to LIBOR Reuters plus 0.85%, as determined two London Banking Days (as defined below) prior to December 10, 2008 by the Calculation Agent.

Interest on this Security will be paid on each March 9, June 9, September 9 and December 9, commencing March 9, 2009, and at Maturity. Each of these dates on which interest will be paid is referred to as an “Interest Payment Date.” If an Interest Payment Date would fall on a day that is not a Business Day, other than the 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; provided, however, if such next Business Day is in a different month, then interest on this Security shall be paid on the Business Day immediately preceding such Interest Payment Date. 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. “Business Day” as used herein means 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 New York, New York or Minneapolis, Minnesota.

Except as described below for the first Interest Period, on each Interest Payment Date, the Company will pay interest for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the next day preceding that Interest Payment Date. This period is referred to as an “Interest Period.” The first Interest Period will begin on and include December 10, 2008 and, subject to the immediately preceding paragraph, will end on and include March 8, 2009. 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.

“LIBOR Reuters,” for any Interest Determination Date (as defined below) shall be the arithmetic mean of the offered rates for deposits in United States dollars having a three-month maturity, commencing on the second London Banking Day immediately following that Interest Determination Date, that appear on Reuters Page LIBOR01 (as defined below) as of 11:00 a.m., London time, on that Interest Determination Date if at least two offered rates appear on Reuters Page LIBOR01; provided that if Reuters Page LIBOR01 by its terms provides only for a single rate, that single rate will be used to determine LIBOR Reuters. If fewer than two offered rates appear, or no rate appears and Reuters Page LIBOR01 by its terms provides only for a single rate, then the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars for a three-month period commencing on the second London Banking Day immediately following the Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date in a Representative Amount (as defined below). If at least two

 

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quotations are provided, LIBOR Reuters determined on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR Reuters will be determined for the applicable Interest Reset Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in New York City selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a three-month maturity and in a Representative Amount. If the banks so selected by the Calculation Agent are not quoting as set forth above, LIBOR Reuters for that Interest Determination Date will remain LIBOR Reuters for the immediately preceding Interest Period, or, if none, the rate of interest payable will be the initial interest rate.

“Interest Determination Date” means, for any Interest Reset Date, the second London Banking Day prior to that Interest Reset Date.

“London Banking Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“Representative Amount” means a principal amount that is representative for a single transaction in U.S. dollars in the relevant market at the relevant time.

“Reuters Page LIBOR01” means the display designated as “Page LIBOR01” on Reuters Money 3000 Service or any successor service (or such other page as may replace Page LIBOR01 on that service or a successor service).

All percentages used in or resulting from any of the above calculations will 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.

The interest rate on the Securities of this series will 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.

The Calculation Agent shall, upon the request of a Holder of this Security, provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and the Holder hereof. The Calculation Agent shall notify the Paying Agent of each determination of the interest applicable to this Security promptly after the determination is made. Wells Fargo Bank, N.A. will initially act as Calculation Agent. The Company may appoint a successor Calculation Agent with the written consent of the Paying Agent, which consent shall not be unreasonably withheld.

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

 

3


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.

 

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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

 

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