Exhibit 4.1
[Face of Note]
|
|
|
|
CUSIP NO. 94974BET3
REGISTERED NO.
|
|
PRINCIPAL AMOUNT: $
|
WELLS FARGO &
COMPANY
MEDIUM-TERM FIXED RATE NOTE,
SERIES I
Due Nine Months or More From Date
of Issue
x
Check this box 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.
|
|
|
|
|
|
ORIGINAL ISSUE DATE: October 1,
2009
|
|
ISSUE PRICE: 99.837%
|
|
INTEREST RATE PER ANNUM: 3.75%
|
|
STATED MATURITY DATE: October 1,
2014
|
|
INTEREST PAYMENT DATES: Each October 1 and
April 1, and at maturity
|
|
INITIAL INTEREST PAYMENT DATE: April 1,
2010
|
|
OPTIONAL REDEMPTION: N/A
|
|
REDEMPTION PRICE: N/A
¨
100%
¨
Other
|
|
REDEMPTION DATE(S): N/A
|
|
SINKING FUND: N/A
|
|
OPTION TO ELECT REPAYMENT:
N/A
|
|
REPAYMENT PRICE: N/A
¨
100%
¨
Other
|
|
OPTIONAL REPAYMENT DATE(S):
N/A
|
|
MINIMUM DENOMINATIONS:
x
U.S.
$1,000
¨
Other
|
|
DEPOSITARY (Only applicable if this Security
is a Global Security): The Depository Trust Company
|
|
SPECIFIED CURRENCY: U.S.
Dollars
|
|
OTHER/ADDITIONAL TERMS: Article Sixteen of the
Indenture shall not apply to this Security.
|
|
ADDENDUM ATTACHED: No
|
WELLS FARGO & COMPANY, a
corporation duly organized and existing under the laws of the State
of Delaware (hereinafter called the “Company”, which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to CEDE & Co., or registered assigns, the principal
sum of
($
) on 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.
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.
2
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.
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.
3
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
|
|
|
|
|
|
|
|
DATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WELLS FARGO
& COMPANY
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
Its: Senior Vice President and Assistant Treasurer
|
|
|
|
|
|
[SEAL]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
Its: 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
|
4
[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
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 July 21, 1999, as
amended or supplemented from time to time (herein called the
“Indenture”), between the Company and Citibank, N.A.,
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