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.
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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
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
2
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
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WELLS FARGO
& COMPANY
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By:
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Barbara S.
Brett, Senior Vice President and
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Assistant
Treasurer
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[SEAL]
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Attest:
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Laurel A.
Holschuh, Senior Vice President
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and
Secretary
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TRUSTEE’S
CERTIFICATE OF
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AUTHENTICATION
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This is one of
the Securities of the series designated therein referred to in the
within-mentioned Indenture.
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CITIBANK,
N.A.,
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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.,
as
Authenticating Agent for the Trustee
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By:
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Authorized
Signature
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5