-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bkRfA9F8DGUt5jvs+60/x1w8CSzd1VhlSgvqPVo0CBnJy2rKtWBx6KdrJo6OuAGX TJ18RRLN+rpkSWaUUqbimg== 0000910473-95-000025.txt : 19950627 0000910473-95-000025.hdr.sgml : 19950627 ACCESSION NUMBER: 0000910473-95-000025 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19950626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60573 FILM NUMBER: 95549265 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 S-3 1 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 13-2553920 (I.R.S. Employer Identification No.) 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Address and telephone number of principal executive offices) ALAN J. PABST Senior Vice President and Treasurer Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Name, address and telephone number of agent for service) ------------------------------------ Copies to: GEORGE D. TUTTLE, Esq. ERIC S. HAUETER, Esq. E. WAIDE WARNER, Jr. Esq. DOUGLAS D. SMITH, Esq. Brown & Wood Davis Polk & Wardwell Brobeck Phleger & Harrison 555 California Street 450 Lexington Avenue One Market Plaza San Francisco, California 94104 New York, New York 10017 San Francisco, California 94105
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/
CALCULATION OF REGISTRATION FEE ================================================================================================================================ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SECURITY OFFERING PRICE FEE - -------------------------------------------------------------------------------------------------------------------------------- Notes....................................... Preferred Stock ........................ Depositary Shares .................. $2,062,750,000 100% $2,062,750,000 $711,293 Common Stock ....................... Capital Securities ................. In United States dollars or the equivalent thereof in foreign currency or currency units. If any of the Notes are issued at an original issue discount, this amount will be increased such that the public offering price will equal $2,062,750,000. $437,250,000 maximum aggregate offering price of securities is being carried forward pursuant to Rule 429 under the Securities Act of 1933 from Registration Statement No. 33-51227, as discussed below on this facing page. The amount of the filing fee to register such securities is $150,776. Estimated solely for the purpose of calculating the registration fee. The aggregate public offering price of Notes and Preferred Stock sold will not exceed $2,062,750,000. Such indeterminate number of shares of Preferred Stock as may from time to time be issued at indeterminate prices and, in addition, as may be issuable upon conversion, exchange or in payment of the Notes registered hereunder. Such indeterminate number of Depositary Shares as may be issued in the event the registrant elects to offer fractional interests in shares of Preferred Stock registered hereunder. No additional consideration will be received for the Depositary Shares, Common Stock or Capital Securities and therefore no registration fee is required pursuant to Rule 457(j). Such indeterminate number of shares of Common Stock as may be issuable upon conversion or in payment of the Notes and Preferred Stock registered hereunder. Such indeterminate amount of Capital Securities as may be issued upon conversion or in payment of the Notes and Preferred Stock registered hereunder.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement constitutes a combined Prospectus relating also to $437,250,000 maximum aggregate offering price of securities, unsold as of June 22, 1995, registered pursuant to Registration Statement No. 33-51227 previously filed by the Company on Form S-3. 1. Subject to Completion, dated June 22, 1995 $2,500,000,000 WELLS FARGO & COMPANY SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES PREFERRED STOCK WELLS FARGO & COMPANY (the "Company") intends to offer and sell from time to time its debt securities (the "Notes") and its Preferred Stock, $5.00 par value ("Preferred Stock"), with an aggregate public offering price of $2,500,000,000 (or the equivalent in foreign currencies or composite currencies) on terms to be determined by market conditions at the time of sale. The Notes and the Preferred Stock (together the "Offered Securities") may be offered separately or together, in separate series, in amounts and at prices and terms to be set forth in an accompanying Prospectus Supplement ("Prospectus Supplement"). At the option of the Company, the Notes may be issued as senior debt securities ("Senior Notes") or as subordinated debt securities ("Subordinated Notes"). The Offered Securities may be denominated in United States dollars or, at the option of the Company, in any other currency, in a composite currency or in amounts determined by reference to an index which is specified in the Prospectus Supplement. The specific terms of the Offered Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying Prospectus Supplement. The Notes may be convertible or exchangeable into Preferred Stock, Common Stock or Capital Securities of the Company. The Preferred Stock may be convertible or exchangeable into Notes, Common Stock or Capital Securities of the Company. The Offered Securities may be offered and sold directly by the Company or selling security-holders, or through one or more underwriters or agents. In addition, the Prospectus Supplement will set forth the terms of sale of the Offered Securities and the identity of any underwriters, agents or selling security-holders. Any underwriters, dealers or agents participating in any offering of the Offered Securities may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended. See "Plan of Distribution." Payment of the principal of the Subordinated Notes may be accelerated only in the case of certain events of bankruptcy, insolvency or reorganization of the Company or the Bank. There is no right of acceleration in the case of a default in the performance of any covenant with respect to the Subordinated Notes, including the payment of interest or principal. See "Description of Notes - Events of Default." ------------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE- SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE UNSECURED DEBT OBLIGATIONS OF, OR EQUITY INTERESTS IN, WELLS FARGO & COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. ------------------------------------ This Prospectus may not be used to consummate sales of Offered Securities unless accompanied by a Prospectus Supplement. ------------------------------------ The date of this Prospectus is June 22, 1995 2. No person has been authorized to give any information or to make any representations other than those contained in this Prospectus and the Prospectus Supplement in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any underwriters or agents. Neither the delivery of this Prospectus and the Prospectus Supplement nor any sale made thereunder shall, under any circumstances, create any implication that information herein is correct as of any time subsequent to the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 ("Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission ("Commission"). Proxy statements, reports and other information concerning the Company can be inspected at the Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and the Commission's Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from such facilities and the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. In addition, such material can be inspected at the offices of the New York and Pacific Stock Exchanges on which certain of the Company's securities are listed. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933 and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference in this Prospectus the following reports filed with the Commission pursuant to Section 13 of the Act: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31 1995; and (iii) the Company's Current Reports on Form 8-K filed on January 17, April 18, and June 22, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Offered Securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any person receiving a copy of this Prospectus may obtain without charge, upon oral or written request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents unless such exhibits are specifically incorporated by reference into the information that the Prospectus incorporates. Requests should be directed to Wells Fargo & Company, Investor/Public Relations, MAC #0163-029, 343 Sansome Street, San Francisco, California 94163, telephone (415) 396-0560. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. WELLS FARGO & COMPANY Wells Fargo & Company ("Company") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. On the basis of assets as of December 31, 1994, the Company was the fifteenth largest bank holding company in the United States. As of December 31, 1994, the Company had loans of $36.3 billion, total assets of $53.4 billion, total deposits of $42.3 billion and stockholders' equity of $3.9 billion. 3. Its principal subsidiary is Wells Fargo Bank, National Association ("Bank"). The Bank is primarily engaged in retail, commercial and corporate banking, real estate lending and trust and investment services. The Company is a legal entity separate and distinct from the Bank and its other affiliates. There are various legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to the Company or various of its affiliates. The executive offices of the Company are located at 420 Montgomery Street, San Francisco, California 94163. The Company's telephone number is (415) 477-1000. Since the Company is a holding company, the rights of the Company to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise (and thus the ability of holders of the Offered Securities to benefit indirectly from such distribution) are subject to the prior claims of creditors of that subsidiary, except to the extent that the Company may itself be a creditor of that subsidiary. Claims on the Company's subsidiaries by creditors other than the Company include long-term debt and substantial obligations in respect of federal funds purchased, securities sold under repurchase agreements and certain other short-term borrowings, as well as deposit liabilities. USE OF PROCEEDS The net proceeds from the sale of the Offered Securities will be used for general corporate purposes. Specific allocations of the proceeds to such purposes have not been determined. The net proceeds may be used to reduce outstanding commercial paper and other debt of the Company. Based upon the anticipated future funding requirements of the Company and its subsidiaries in addition to those stated above, the Company expects that it will, from time to time, engage in additional financings of a character and in amounts to be determined and that its commercial paper borrowings and other short-term debt may be increased above the level prevailing after the initial use of proceeds. 4. SUMMARY FINANCIAL DATA This summary is qualified in its entirety by the detailed information and financial statements included in the documents incorporated by reference in this Prospectus. See "Incorporation of Certain Documents by Reference."
- ----------------------------------------------------------------------------------------------------------------------------------- Year Ended December 31, ------------------------------------------------------------------------- 1994 1993 1992 1991 1990 ------------------------------------------------------------------------- (in millions) Consolidated Summary of Income: Interest income............................. $ 3,765 $ 3,761 $ 4,145 $ 4,972 $ 5,051 Interest expense............................ 1,155 1,104 1,454 2,452 2,737 ------ ------ ------ ------ ------ Net interest income......................... 2,610 2,657 2,691 2,520 2,314 Provision for loan losses................... 200 550 1,215 1,335 310 ------ ------ ------ ------ ------ Net interest income after provision for loan losses.............................. 2,410 2,107 1,476 1,185 2,004 Noninterest income.......................... 1,200 1,093 1,059 889 909 Noninterest expense......................... 2,156 2,162 2,035 2,020 1,717 ------ ------ ------ ------ ------ Income before income tax expense....................... 1,454 1,038 500 54 1,196 Income tax expense.......................... 613 426 217 33 484 ------ ------ ------ ------ ------ Net income.................................. $ 841 $ 612 $ 283 $ 21 $ 712 ====== ====== ====== ====== ====== Net income applicable to common stock............................. $ 798 $ 562 $ 235 $ 2 $ 685 ====== ====== ====== ====== ====== Net income per common share............................. $ 14.78 $ 10.10 $ 4.44 $ .04 $ 13.39 ====== ====== ====== ====== ====== Average common shares outstanding.............................. 53.9 55.6 52.9 51.8 51.2 ====== ====== ====== ====== ====== Consolidated Average Balance Sheet Data: Loans....................................... $34,039 $34,304 $40,406 $46,736 $44,061 Total assets................................ 51,849 51,110 52,497 55,022 51,109 Core deposits............................... 39,592 40,389 41,779 41,523 36,219 Total deposits.............................. 40,821 40,727 42,266 42,642 37,075 Stockholders' equity........................ 4,079 3,996 3,573 3,352 3,137 Net Interest Margin......................... 5.55% 5.74% 5.70% 5.18% 5.12% Consolidated Profitability Ratios: Net income to average total assets (ROA).... 1.62% 1.20% .54% .04% 1.39% Net income applicable to common stock to average common stockholders' equity (ROE)............................. 22.41 16.74 7.93 .07 25.07 - -------- Net interest margin is defined as net interest income on a taxable-equivalent basis divided by average total earning assets.
5.
- ----------------------------------------------------------------------------------------------------------------------------------- Year Ended December 31, --------------------------------------------------------------------------- 1994 1993 1992 1991 1990 --------------------------------------------------------------------------- (in millions) Consolidated Period-End Capital Ratios: Common stockholders' equity to assets...... 6.41% 7.00% 6.03% 5.24% 5.26% Stockholders' equity to assets.............. 7.33 8.22 7.25 6.11 5.98 Consolidated Period-End Loan Data: Allowance for loan losses................... $2,082 $2,122 $2,067 $1,646 $ 885 Allowance for loan losses as a percentage of total loans.............................. 5.73% 6.41% 5.60% 3.73% 1.81% Nonaccrual and restructured loans........... $ 582 $1,200 $2,142 $1,981 $1,013 Nonaccrual and restructured loans as a percentage of total loans........... 1.6% 3.6% 5.8% 4.5% 2.1% Consolidated Loan Charge-Off Data: Net loan charge-offs........................ $ 240 $ 495 $ 798 $ 572 $ 168 Net loan charge-offs as a percentage of average total loans................... 0.70% 1.44% 1.97% 1.22% 0.38% Consolidated Ratios of Earnings to Fixed Charges: Including interest on deposits.............. 2.20 1.90 1.33 1.02 1.43 Excluding interest on deposits.............. 5.04 4.53 2.56 1.10 2.42 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividends: Including interest on deposits.............. 2.07 1.77 1.26 1.00 1.41 Excluding interest on deposits.............. 4.18 3.51 2.02 1.01 2.30 - -------- Based on the Federal Reserve Board's guidelines, the Company's total risk-based capital ratio was 13.16%, 15.12%, 13.15%, 10.19% and 9.27% at December 31, 1994, 1993, 1992, 1991 and 1990, respectively. The Company's Tier 1 risk-based capital ratio was 9.09%, 10.48%, 8.22%, 5.78% and 5.03% at December 31, 1994, 1993, 1992, 1991 and 1990, respectively. For purposes of computing these ratios, earnings represent income before income tax expense plus fixed charges. Fixed charges represent interest expense plus the estimated interest component of net rental expense. The preferred stock dividends are increased to amounts representing the pretax earnings required to cover such dividends. These computations are included herein in compliance with Securities and Exchange Commission regulations. However, management believes that fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates.
6. DESCRIPTION OF NOTES The Senior Notes will be issued under an Indenture, dated as of September 1, 1984, as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987, and the Third Supplemental Indenture dated as of January 23, 1991 (together, the "Senior Indenture"), between the Company and Chemical Bank, as successor Trustee (the "Senior Trustee"). The Subordinated Notes will be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture"), between the Company and Marine Midland Bank, as Trustee (the "Subordinated Trustee"). In this Prospectus, the Senior Indenture and the Subordinated Indenture are referred to as the "Indentures." The Senior Trustee and the Subordinated Trustee are referred to as the "Trustees." As used in this Prospectus, the term "Senior Notes" means the Senior Notes offered hereby and, unless the context otherwise requires, any other debt securities issued under the Senior Indenture, the term "Subordinated Notes" means the Subordinated Notes offered hereby and, unless the context otherwise requires, any other debt securities issued under the Subordinated Indenture, and the term "Notes" means the Notes offered hereby and, unless the context otherwise requires, any other debt securities which may be issued under the Indentures; and references to "principal" of the Notes shall be deemed to include, unless the context otherwise requires, a reference to premium, if any, on the Notes. Copies of the Indentures are filed or incorporated by reference as exhibits to the Registration Statement. The following summaries of certain provisions of the Indentures and the summary of certain provisions of a particular series of Notes set forth in the Prospectus Supplement relating thereto do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures and the respective forms of the Notes, including the definitions therein of certain terms. Whenever particular Sections, Articles or defined terms of the Indentures are referred to, it is intended that such Sections, Articles or defined terms shall be incorporated herein by reference. GENERAL The Indentures do not limit the amount of debt securities which can be issued thereunder and provide that debt securities of any series may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. The Indentures do not limit the amount of other indebtedness or securities which may be issued by the Company. The Notes may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, may be payable in currencies other than United States dollars, in composite currencies or in amounts determined by reference to an index and may otherwise vary, all as provided in the Indentures. The Prospectus Supplement will set forth the following specific terms regarding the series of Notes offered thereby: (i) the designation and aggregate principal amount of Notes of such series; (ii) the ranking of the Notes as Senior Notes or Subordinated Notes; (iii) the percentage of their principal amount at which such Notes will be issued; (iv) the date or dates on which such Notes will mature, if any; (v) the rate per annum or the method of determining the rate or rates per annum, if any, at which such Notes will bear interest; (vi) the dates from and on which such interest, if any, will accrue and be payable and the designated record dates for such interest payments; (vii) the currency (which may be a composite currency) in which payment of principal and interest, if any, shall be payable if other than United States dollars; (viii) the index, if any, upon which the amount of principal or interest is determined; (ix) any redemption terms; (x) any conversion or exchange provisions; (xi) provisions for issuance of global securities; and (xii) other specific terms. If so indicated in the applicable prospectus supplement, the terms of the Notes offered thereby may differ from those set forth herein. Some of the Notes may be issued as discounted Notes (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a discount below their stated principal amount. Some of the Notes may be perpetual and have no stated maturity. Federal income tax consequences and other special considerations applicable to such perpetual or discounted Notes will be described in the Prospectus Supplement relating thereto. 7. Interest on the Notes of any series will be payable to the persons in whose names the Notes are registered at the close of business on the record date designated for an interest payment date (Section 2.03). The Notes may be presented for the payment of principal and interest, if any, transfer and exchange at the offices or agencies of the Company maintained for such purposes in San Francisco and New York City. Payment of any installment of interest may be made at the option of the Company by check, mailed to the address of the person entitled thereto as it appears on the Register of the Notes of such series (Sections 2.05, 4.01 and 4.02). The Notes will be issued in fully registered form, without coupons, in denominations of $1,000 and any whole multiple of $1,000, unless different authorized denominations are stated in the Prospectus Supplement. No service charge will be made for any exchange or registration of transfer of a Note, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge (Section 2.05). The Indentures provide that if a series of Notes is denominated in a currency other than United States dollars or in a composite currency, in the absence of a contrary provision in the Notes any action or distribution under the Indentures will be based on the relative amount of United States dollars that could be obtained on such reasonable basis of exchange on such date as is specified by the Company to the Trustee (Sections 14.10 of the Senior Indenture and 16.10 of the Subordinated Indenture). All of the Notes will be unsecured general obligations of the Company. The Senior Notes will not be subordinated in right of payment to any other indebtedness of the Company. Unless otherwise set forth in the applicable Prospectus Supplement, neither the Indentures nor the Notes contain provisions which would afford holders of the Notes protection in the event of a takeover, recapitalization or similar restructuring involving the Company which could adversely affect the Notes. SUBORDINATION OF SUBORDINATED NOTES The obligation of the Company to make any payment on account of the principal of and interest on the Subordinated Notes of any series will be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness of the Company to the extent described in the next paragraph. Senior Indebtedness of the Company includes the Senior Notes and means (i) any indebtedness of the Company for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) obligations under letters of credit, (iii) any indebtedness or other obligations of the Company with respect to commodity contracts, interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates, and (iv) any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business) or other similar contingent obligations in respect of obligations of others of a type described in (i), (ii) or (iii) above, whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with generally accepted accounting principles, in each case listed in (i), (ii), (iii) and (iv) above, whether outstanding on the date of execution of the Subordinated Indenture or thereafter incurred, other than obligations "ranking on a parity" with the Subordinated Notes or "ranking junior" to the Subordinated Notes (as those terms are defined in the Subordinated Indenture) (Section 1.01). The definition of senior indebtedness in previously issued subordinated debt of the Company (the "Prior Subordinated Debt", which term excludes any Subordinated Notes issued under the Subordinated Indenture) includes only indebtedness of or guaranteed by the Company for borrowed money and any deferred obligation for the payment of the purchase price of property or assets, other than obligations ranking on a parity with or junior to such subordinated indebtedness. As a result of this difference, the holders of Subordinated Notes are subordinated to greater amounts of senior indebtedness of the Company than holders of such Prior Subordinated Debt and, under the circumstances described in the following paragraph, holders of Subordinated Notes may receive less, ratably, than holders of such Prior Subordinated Debt. As of December 31, 1994, there were $1.4 billion of Senior Indebtedness of the Company and $1.5 billion of obligations ranking on a parity (as defined in the Subordinated Indenture) with the Subordinated Notes. The Subordinated Indenture does not limit the amount of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as 8. a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Subordinated Notes, together with the holders of any obligations of the Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Subordinated Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Subordinated Notes (Section 14.01). By reason of such subordination, in the event of the insolvency of the Company, holders of Senior Indebtedness of the Company may receive more, ratably, and holders of the Subordinated Notes having a claim pursuant to the Subordinated Notes may receive less, ratably, than the other creditors of the Company. Such subordination will not prevent the occurrence of any Event of Default in respect of the Subordinated Notes (Section 14.10). GLOBAL SECURITIES The Notes of a series may be issued in whole or in part in the form of one or more global securities ("Global Security") that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to such series. Global Securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Security may not be transferred except as a whole by the depositary for such Global Security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor (Sections 2.02 and 2.05). The specific terms of the depositary arrangement with respect to any Notes of a series will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Global Security, the depositary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with such depositary ("Participants"). The accounts to be credited shall be designated by the underwriters of such Notes, by certain agents of the Company or by the Company, if such Notes are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold interests through Participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary with respect to Participants' interests in such Global Security or by Participants or by persons that hold through Participants with respect to beneficial owners' interests. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such ownership limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the depositary for a Global Security, or its nominee, is the holder of such Global Security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Security for all purposes under the Indenture governing such Notes. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have Notes of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Notes of such series in definitive form and will not be considered the owners or holders thereof under the Indenture governing such Notes. Principal and interest payments on Notes registered in the name of or held by a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. The Company expects that the depositary for Notes of a series, upon receipt of any 9. payment of principal or interest in respect of a Global Security, will immediately credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such depositary. The Company also expects that payments by Participants or persons who hold interests through Participants to owners of beneficial interests in such Global Security held through such Participants or persons will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants or persons. None of the Company, the Trustee for such Notes, any paying agent or any registrar for such Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If a depositary for Notes of a series is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing the Notes of such series. In addition, the Company may at any time and in its sole discretion determine not to have any Notes of a series represented by one or more Global Securities and, in such event, will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing such Notes. CONVERSION AND EXCHANGE The terms, if any, on which Notes of any series are convertible into or exchangeable for Common Stock, Preferred Stock or Capital Securities will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which the number of shares of Common Stock, Preferred Stock or Capital Securities to be received by the holders of Notes would be calculated according to the market price of Common Stock, Preferred Stock or Capital Securities as of a time stated in the Prospectus Supplement. LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OR CONVERTIBLE ECURITIES OF, AND MERGER OR SALE OF ASSETS BY, THE BANK The Senior Indenture contains a covenant that (i) the Company will not, and will not permit Wells Fargo Bank, National Association (or its successors or survivors) ("Bank") to issue, sell, transfer, assign, pledge or otherwise dispose of any shares of Capital Stock of any class of the Bank or any securities convertible or exchangeable into shares of Capital Stock of any class of the Bank, unless, after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into such Capital Stock (including such securities, if any, which may be the subject of such transaction), at least 80% of the outstanding shares of Capital Stock of each class of the Bank shall be owned at that time directly or indirectly by the Company; and (ii) the Company will not permit the Bank to merge or consolidate or convey or transfer all or substantially all of its assets, unless at least 80% of the outstanding shares of Capital Stock of each class (after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into Capital Stock, including such securities, if any, which may be issued in such transaction) of the surviving corporation in the case of merger or consolidation or of the transferee corporation in the case of a conveyance or transfer shall be owned at that time directly or indirectly by the Company (Section 4.07 of the Senior Indenture). There is no similar covenant in the Subordinated Indenture. EVENTS OF DEFAULT An Event of Default with respect to any series of Senior Notes is defined in the Senior Indenture as being: (a) default for 30 days in payment of any installment of interest on Senior Notes of such series; (b) default in payment of any principal on Senior Notes of such series; (c) default by the Company in performance in any material respect of any of the covenants or agreements in the Senior Notes or in the Senior Indenture specifically contained 10. therein for the benefit of the Senior Notes of such series which shall not have been remedied for a period of 90 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of the Senior Notes of such series and all other series so benefited (all such series voting as one class) then outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of the Company or of the Bank (Section 6.01 of the Senior Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Senior Notes necessarily constitutes an Event of Default with respect to any other series of Senior Notes. In addition, the Senior Indenture also defines an Event of Default with respect to any series of Senior Notes as being default in the payment of any indebtedness for borrowed money of the Company (including a default with respect to Senior Notes of any series other than such series) or of the Bank in principal amount in excess of $1,000,000 and the expiration of any period of grace with respect thereto, or the occurrence of any event of default as defined in any mortgage, indenture or instrument (including the Senior Indenture) evidencing, securing or under which there is issued any indebtedness for borrowed money of the Company or of the Bank in principal amount in excess of $1,000,000 that results in the acceleration of such indebtedness, and such default in payment is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of all Senior Notes then outstanding (all series voting as one class), provided that so long as the Company or the Bank, as the case may be, is contesting in good faith such default in payment or event of default and the Company delivers to the Trustee a certificate that the Company or the Bank, as the case may be, is contesting in good faith the existence of such payment default or event of default, then no Event of Default shall be deemed to exist under this clause; such Event of Default is herein called a "Cross Default." The Senior Indenture provides that if an Event of Default under clause (a), (b) or (c) above shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to less than all series of Senior Notes then outstanding under such Indenture), either the Trustee or the holders of not less than 25% in principal amount of the then outstanding Senior Notes of the series as to which the Event of Default has occurred (each such series voting as a separate class in the case of an Event of Default under clause (a) or (b), and all such series voting as one class in the case of an Event of Default under clause (c)) may declare the principal (or portion thereof specified in the terms of such series) of all the Senior Notes of such series, or of all such series in the case of an Event of Default under clause (c) above, in each case together with any accrued interest, to be due and payable immediately. The Senior Indenture also provides that if an Event of Default under clause (c) or (d) above or the Cross Default clause shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to all the Senior Notes then outstanding under the Senior Indenture), either the Trustee or the holders of not less than 25% in principal amount of all the Senior Notes then outstanding (voting as one class) may declare the principal (or portion thereof specified in the terms of any series) of all the Senior Notes, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration (including a declaration caused by a default in the payment of principal or interest, the payment for which has subsequently been provided) may be annulled by the holders of a majority in principal amount of the Senior Notes of the series then outstanding as were entitled to declare such default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Senior Notes of all series then outstanding (all series voting as one class), except a default in the payment of principal of or interest on the Senior Notes or in respect of a covenant or provision of the Senior Indenture which cannot be modified or amended without the consent of the holder of each Senior Note so affected (Sections 6.01 and 6.06 of the Senior Indenture). An Event of Default with respect to any series of Subordinated Notes is defined in the Subordinated Indenture as being: (a) default for 30 days in payment of any installment of interest on Subordinated Notes of such series; (b) default in payment of any principal on Subordinated Notes of such series; (c) default by the Company in performance in any material respect of any of the covenants or agreements in the Subordinated Notes or in the Subordinated Indenture specifically contained therein for the benefit of the Subordinated Notes of such series which shall not have been remedied for a period of 90 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of the Subordinated Notes of such 11. series and all other series so benefited (all such series voting as one class) then outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of the Company or the Bank (Section 6.01 of the Subordinated Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Subordinated Notes necessarily constitutes an Event of Default with respect to any other series of Subordinated Notes. No Event of Default described in clause (a), (b) or (c) above permits acceleration of the payment of principal of the Subordinated Notes. The Subordinated Indenture provides that if an Event of Default under clause (d) above shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all the then outstanding Subordinated Notes of each series as to which such Event of Default has occurred (voting as one class) may declare the principal (or a portion thereof specified in the terms of any series) of all Subordinated Notes as to which such Event of Default under clause (d) has occurred, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration may be annulled by a majority in principal amount of the Subordinated Notes of the series then outstanding as were entitled to declare such Event of Default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Subordinated Notes of all series then outstanding as to which the default has occurred (all series voting as one class), except a default in the payment of principal or interest on any such Subordinated Notes or in respect of a covenant or provision of the Subordinated Indenture which cannot be modified or amended without the consent of the holder of each Subordinated Note so affected (Sections 6.01 and 6.06 of the Subordinated Indenture). As a result of the provisions stated in the prior paragraph, the Subordinated Indenture does not provide for any right to accelerate the payment of principal of the Subordinated Notes upon a default in payment of principal or interest or in the performance of any covenant or agreement in the Subordinated Notes or the Subordinated Indenture, or upon a default in the payment or acceleration of other indebtedness of the Company. In the case of a default in the payment of principal or interest, the Trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce payment of such principal or interest (Section 6.02 of the Subordinated Indenture). Each Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during default to act with the required standard of care, to be indemnified by the holders of Notes issued under such Indenture before proceeding to exercise any right or power under the Indenture at the request of such holders (Section 7.02). Each Indenture also provides that the holders of a majority in principal amount of the outstanding Notes issued thereunder of all series affected (voting as one class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series (Section 6.06). Each Indenture contains a covenant that the Company will file annually with the Trustee a certificate as to the absence of any default or specifying any default that exists (Section 4.06). MODIFICATION OF THE INDENTURE AND WAIVER Each Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66-2/3% in principal amount of the Notes of all series then outstanding under such Indenture affected by such supplemental indenture (voting as one class), to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such Indenture or modifying the rights of the holders of Notes of each such series, except that no such supplemental indenture may (i) extend the fixed maturity of any Notes, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or reduce any amount payable upon any redemption thereof, or change the currency of payment of principal of or any interest thereon or on any overdue principal amount, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all outstanding Notes under such Indenture (Section 10.02). 12. Each Indenture provides that the Company may omit in any particular instance to comply with any covenant or condition specifically contained in such Indenture for the benefit of one or more series of Notes (including in the case of the Senior Indenture, the covenant described above under "Limitation on Sale or Issuance of Capital Stock or Convertible Securities of, and Merger or Sale of Assets by, the Bank") if before the time for such compliance the holders of a majority in principal amount of the Notes of all series then outstanding under such Indenture, and, in the case of the Subordinated Indenture, affected by the omission (voting as one class) waive such compliance in such instance, but such waiver shall not extend to or affect such covenant or condition except to the extent so expressly waived (Section 4.08 of the Senior Indenture and Section 4.07 of the Subordinated Indenture). CONSOLIDATION, MERGER AND SALE OF ASSETS Each Indenture provides that the Company may not merge or consolidate or sell or convey all or substantially all of its assets unless the successor corporation (if other than the Company) is a domestic corporation, assumes the Company's obligations under such Indenture and on the Notes issued under such Indenture, and, after giving effect to such transaction, the Company or the successor corporation would not be in default under such Indenture (Section 11.01). CONCERNING THE TRUSTEES Chemical Bank is the successor Trustee under the Senior Indenture. Notices to the Senior Trustee should be directed to Chemical Bank, Corporate Trust Department, 450 West 33rd Street, New York, New York 10001, Attention: Vice President. The Company and the Bank maintain deposit accounts and conduct other banking transactions with the Senior Trustee in the ordinary course of business. Marine Midland Bank is the Trustee under the Subordinated Indenture. Notices to the Subordinated Trustee should be directed to Marine Midland Bank, 140 Broadway, New York, New York 10015, Attention: Vice President-Corporate Trust Administration. The Bank has entered into correspondent banking relationships with the Subordinated Trustee and with its corporate parent, The Hong Kong and Shanghai Banking Corporation Limited ("HSBC"), involving various banking transactions in the ordinary course of business. As part of their relationship, the Bank and HSBC have an arrangement providing for the referral of customers to each other. The Company and the parent of HSBC have agreed in principle to establish a jointly owned trade bank called Wells Fargo HSBC Trade Bank. DESCRIPTION OF PREFERRED STOCK The following description of Preferred Stock sets forth certain general terms and provisions of the series of Preferred Stock to which any Prospectus Supplement may relate. The specific terms of a particular series of Preferred Stock will be described in the Prospectus Supplement relating to such series of Preferred Stock. If so indicated in the Prospectus Supplement relating thereto, the terms of any such series of Preferred Stock may differ from the terms set forth below. The description of Preferred Stock set forth below and the description of the terms of a particular series of Preferred Stock set forth in the Prospectus Supplement relating thereto do not purport to be complete and are qualified in their entirety by reference to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Certificate of Designation relating to such series of Preferred Stock, which are filed or incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL The Company is authorized to issue 25,000,000 shares of Preferred Stock. The Board of Directors has the authority to issue Preferred Stock in one or more series and to fix the specific number of shares, title, liquidation preference of each share, issue price, dividend rate or rates (or method of calculation), dividend periods, dividend payment dates, any redemption or sinking fund provisions, any conversion provisions and any other specific terms of any series without any further action by stockholders of the Company unless action is required by applicable laws 13. or regulations or by the terms of other outstanding preferred stock. As of the date of this Prospectus, the Company had three series of Preferred Stock outstanding consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B, 477,500 shares of 9% Preferred Stock, Series C ("9% Preferred Stock") represented by 9,550,000 Depositary Shares each representing a one-twentieth interest in a share of 9% Preferred Stock and 350,000 shares of 8-7/8% Preferred Stock, Series D (the "8-7/8% Preferred Stock" and together with the 9% Preferred Stock, the "Fixed Rate Preferred Stock") represented by 7,000,000 Depositary Shares each representing a one-twentieth interest in a share of 8-7/8% Preferred Stock. The Adjustable Rate Preferred Stock has a liquidation preference of $50 per share and the Fixed Rate Preferred Stock has a liquidation preference of $500 per share or $25 per Depositary Share. See "Description of Capital Stock-Existing Preferred Stock." Unless otherwise specified in the Prospectus Supplement relating thereto, the shares of each series of Preferred Stock will rank on a parity as to dividends and distributions of assets with each other and with the Adjustable Rate Preferred Stock and the Fixed Rate Preferred Stock. The Prospectus Supplement will set forth the following specific terms regarding the series of Preferred Stock offered thereby: (i) the designation, number of shares and liquidation preference per share; (ii) the initial public offering price; (iii) the dividend rate or rates, or the method of determining the dividend rate or rates; (iv) the index, if any, upon which the amount of dividends, if any, is determined; (v) the dates on which dividends, if any, will accrue and be payable and the designated record dates for determining the holders entitled to such dividends; (vi) any redemption or sinking fund provisions; (vii) any conversion or exchange provisions; (viii) whether the Company has elected to offer Depositary Shares as described under "Description of Depositary Shares"; (ix) provisions for issuance of global securities; (x) the currency (which may be composite currency) in which payment of dividends, if any, shall be payable if other than United States dollars; (xi) voting rights, if different from those described under "Description of Preferred Stock - Voting Rights"; and (xii) any additional terms, preferences or rights. As described under "Description of Depositary Shares," the Company may, at its option, elect to offer depositary shares ("Depositary Shares") evidenced by depositary receipts ("Depositary Receipts"), each representing a fractional interest (to be specified in the Prospectus Supplement relating to the particular series of the Preferred Stock) in a share of the particular series of the Preferred Stock issued and deposited with a Depositary (as defined below). Under regulations adopted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), if the holders of shares of any series of preferred stock of the Company become entitled to vote for the election of directors because the Board of Directors of the Company has failed to declare or pay dividends on such series (see "Description of Preferred Stock - Voting Rights"), such series may then be deemed a class of "voting securities" and a holder of 25 percent or more of such series (or a holder of five percent or more if it otherwise exercises a "controlling influence" over the Company) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956, as amended. In addition, at such time as such series is deemed a class of voting securities, any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire five percent or more of such series and any person other than a bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire ten percent or more of such series. The shares of Preferred Stock will, when issued, be fully paid and nonassessable and will have no preemptive rights. The transfer agent, registrar, dividend disbursing agent and redemption agent for the Preferred Stock will be specified in the Prospectus Supplement relating thereto. 14. DIVIDENDS The holders of the Preferred Stock of each series will be entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cumulative or noncumulative cash or other dividends at such rate or rates and on such dates as will be set forth in the Prospectus Supplement relating to such series. Such rates may be fixed or variable or both. If variable, the formula used for determining the dividend rate for each dividend period will be set forth in the Prospectus Supplement. Dividends will be payable to the holders of record as they appear on the stock books of the Company on such record dates as will be fixed by the Board of Directors of the Company and specified in the Prospectus Supplement. If the Board of Directors of the Company fails to declare a dividend payable on a dividend payment date on any series of the Preferred Stock for which dividends are noncumulative ("Noncumulative Preferred Stock"), then the holders of such series of the Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and the Company will have no obligation to pay a dividend for such period, whether or not dividends on such series are declared payable on any future dividend payment dates. No dividends may be declared in respect of any dividend period on any other series or class of preferred stock ranking on a parity as to dividends with the Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock unless full cumulative dividends on all outstanding shares of each series of Preferred Stock on which dividends are cumulative and on the Adjustable Rate Preferred Stock and the Fixed Rate Preferred Stock shall have been paid in full or contemporaneously are declared and paid through the most recent dividend payment date, unless otherwise indicated in the Prospectus Supplement. In the event that full cumulative dividends on such Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock have not been declared and paid or set apart when due, the Company may not declare or pay any dividends on, or make other distributions on or make any payment on account of the purchase, redemption, or other retirement, of its Common Stock or any other stock of the Company ranking as to dividends or upon liquidation junior to such Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock (other than, in the case of dividends or distributions, dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or such other junior ranking stock), until full cumulative dividends on such Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock are made or set apart for payment, unless otherwise indicated in the Prospectus Supplement. When dividends are not paid in full upon any series of Preferred Stock, the Adjustable Rate Preferred Stock, the Fixed Rate Preferred Stock and any other preferred stock ranking on a parity therewith all dividends declared or made upon shares of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and any other series of preferred stock ranking on a parity therewith shall be declared pro rata so that the amount of dividends declared per share on Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and such other preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share (which, in the case of Noncumulative Preferred Stock, shall not include any accumulation in respect of unpaid dividends for prior dividend periods) on shares of each series of the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and such other preferred stock bear to each other. No interest shall be payable in respect of any dividend payment which may be in arrears unless otherwise indicated in the Prospectus Supplement. REDEMPTION The shares of any series of Preferred Stock may be redeemable at the option of the Company and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, in each case upon the terms, on the date or dates and at the redemption price or prices set forth in the Prospectus Supplement relating to such series. If fewer than all shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by the Company pro rata or by lot, or by any other method determined by the Board of Directors to be equitable. 15. Under regulations of the Federal Reserve Board, any perpetual preferred stock with a feature permitting redemption at the option of the issuer may qualify as capital only if the redemption is subject to prior approval of the Federal Reserve Board. Therefore, any redemption of Preferred Stock at the option of the Company will require the prior approval of the Federal Reserve Board in order for the Preferred Stock to qualify as capital for bank regulatory purposes. If any dividends on shares of any series of Preferred Stock are in arrears, no shares of Common Stock or shares of capital stock ranking junior to or on parity with the Preferred Stock shall be redeemed and no shares of such series of Preferred Stock shall be redeemed unless all outstanding shares of such series are simultaneously redeemed, and the Company shall not purchase or otherwise acquire any shares of such series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of such series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of such series. Notice of redemption shall be given by mailing the same to each record holder of the shares to be redeemed, not less than 40 nor more than 70 days prior to the date fixed for redemption thereof, to the respective addresses of such holders as the same shall appear on the Company's stock books. Each such notice shall state: (i) the redemption date; (ii) the number of shares and series of the Preferred Stock to be redeemed; (iii) the redemption price and the manner in which such redemption price is to be paid and delivered; (iv) the place or places where certificates for such shares of Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of any series of the Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares to be redeemed from such holder. If notice of redemption has been given, from and after the redemption date for the shares of the series of the Preferred Stock called for redemption (unless default shall be made by the Company in providing money for the payment of the redemption price of the shares so called for redemption), dividends on the shares of Preferred Stock so called for redemption will cease to accrue, any right to convert the shares of Preferred Stock will terminate, such shares will no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company (except the right to receive the redemption price) will cease. Upon surrender in accordance with such notice of the certificates representing any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Company will so require and the notice shall so state), the redemption price set forth above will be paid out of funds provided by the Company. If fewer than all of the shares represented by any such certificate are redeemed, a new certificate will be issued representing the unredeemed shares without cost to the holder thereof. LIQUIDATION PREFERENCE Upon any liquidation, dissolution or winding up of the Company, the holders of shares of each series of Preferred Stock and of the Adjustable Rate Preferred Stock and the Fixed Rate Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to stockholders, before any distribution of assets is made to or set apart for the holders of Common Stock or of any other shares of stock of the Company ranking as to such a distribution junior to the shares of such series, with respect to the Preferred Stock, an amount described in the Prospectus Supplement relating to such series of Preferred Stock, and with respect to the Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock, an amount equal to the liquidation value of such shares. See "Description of Capital Stock - Existing Preferred Stock." If, in any case of any such liquidation, dissolution or winding up of the Company, the assets of the Company or the proceeds thereof shall be insufficient to pay in full the amounts payable with respect to shares of each series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock and any other shares of stock of the Company ranking as to any such distribution on a parity therewith, the holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Company in proportion to the full respective preferential amounts to which they are entitled. After payment to the 16. holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock of the full preferential amounts to which they are entitled, the holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company, unless otherwise provided in the Prospectus Supplement. A consolidation or merger of the Company with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of the Company. CONVERSION AND EXCHANGE The terms, if any, on which shares of any series of Preferred Stock are convertible into or exchangeable for Notes, Common Stock or Capital Securities will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which the number of shares of Common Stock to be received by the holders of Preferred Stock would be calculated according to the market price of Common Stock as of a time stated in the Prospectus Supplement. VOTING RIGHTS Except as indicated below or in the Prospectus Supplement relating to a particular series of the Preferred Stock, or except as expressly required by applicable law, the holders of Preferred Stock will not be entitled to vote. On matters on which holders of such series and holders of any other series of Preferred Stock are entitled to vote as a single class, each full share of any series of the Preferred Stock shall be entitled to one vote. Therefore, the voting power of such series will depend on the number of shares in such series, not the liquidation preference or initial offering price of the shares of such series of the Preferred Stock. However, as more fully described under "Description of Depositary Shares," if the Company elects to provide for the issuance of Depositary Shares representing fractional interests in a share of a series of the Preferred Stock, the holders of each such Depositary Share will, in effect, be entitled through the Depositary to such fraction of a vote, rather than a full vote. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote such shares of Preferred Stock in accordance with the recommendation of the Company, unless otherwise indicated in the Prospectus Supplement. Whenever the Board of Directors shall have failed to declare and pay dividends on a series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock (voting as a class with all other affected series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock ranking on a parity therewith either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of the Company at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on such series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock have been fully paid or set apart for payment. In addition, under such circumstances, certain holders of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock may become subject to regulation as a bank holding company. See "Description of Preferred Stock - General." The term of office of all directors elected by the holders of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock shall terminate immediately upon the termination of the right of the holders of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock to vote for directors. So long as any shares of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock remain outstanding, the Company shall not, without the consent of the holders of at least two-thirds of the shares of the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock 17. outstanding at the time (voting separately as a class with all other affected series of Preferred Stock ranking on a parity with the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock), (i) authorize, create or issue, or increase the authorized amount of, any class or series of stock ranking prior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock as to dividends or upon liquidation; or (ii) amend, alter or repeal the provisions of the Company's Restated Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Common Stock or authorized Preferred Stock or the creation and issuance of other series of common stock or preferred stock ranking on a parity with or junior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock as to dividends and upon liquidation shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. DESCRIPTION OF DEPOSITARY SHARES The description set forth below and in any Prospectus Supplement of certain provisions of the Deposit Agreement (as defined below) and of the Depositary Shares and Depositary Receipts does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of Deposit Agreement and form of Depositary Receipts relating to each series of the Preferred Stock which are filed with the Commission as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL The Company may, at its option, elect to offer fractional interests in shares of Preferred Stock. The shares of any series of the Preferred Stock underlying the Depositary Shares will be deposited under a separate Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company (the "Depositary"). The Prospectus Supplement relating to a series of Depositary Shares will set forth the name and address of the Depositary. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fractional interest in a share of Preferred Stock underlying such Depositary Share, to all the rights and preferences of the Preferred Stock underlying such Depositary Share (including dividend, voting, redemption, conversion and liquidation rights). The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement, each of which will represent the fractional interest in a share of a particular series of the Preferred Stock described in the Prospectus Supplement. Unless otherwise specified in the Prospectus Supplement, a holder of Depositary Shares is not entitled to receive the whole shares of Preferred Stock underlying the Depositary Shares. DIVIDENDS AND OTHER DISTRIBUTIONS The Depositary will distribute all cash dividends or other cash distributions received in respect of the Preferred Stock to the record holders of Depositary Shares relating to such Preferred Stock in proportion to the numbers of such Depositary Shares owned by such holders on the relevant record date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributed shall be added to and treated as part of the next sum received by the Depositary for distribution to record holders of Depositary Shares. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Depositary determines that it is not feasible to make 18. such distribution, in which case the Depositary may, with the approval of the Company, sell such property and distribute the net proceeds from such sale to such holders. The Deposit Agreement also contains provisions relating to the manner in which any subscription or similar rights offered by the Company to holders of the Preferred Stock shall be made available to holders of Depositary Shares. REDEMPTION OF DEPOSITARY SHARES If a series of the Preferred Stock underlying the Depositary Shares is subject to redemption, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such series of the Preferred Stock held by the Depositary. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share payable with respect to such series of the Preferred Stock. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected by lot or pro rata as may be determined by the Depositary. After the date fixed for redemption, the Depositary Shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the Depositary Shares will cease, except the right to receive the moneys payable upon such redemption and any money or other property to which the holders of such Depositary Shares were entitled upon such redemption upon surrender to the Depositary of the Depositary Receipts evidencing such Depositary Shares. Any funds deposited by the Company with the Depositary for any Depositary Shares which the holders thereof fail to redeem shall be returned to the Company after a period of two years from the date such funds are so deposited. VOTING Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date for the Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the number of shares of Preferred Stock underlying such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the number of shares of Preferred Stock underlying such Depositary Shares in accordance with such instructions, and the Company will agree to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote shares of Preferred Stock in accordance with the recommendation of the Company, unless otherwise indicated in the Prospectus Supplement. AMENDMENT OF THE DEPOSIT AGREEMENT The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between the Company and the Depositary, provided, however, that any amendment which materially and adversely alters the rights of the existing holder of Depositary Shares will not be effective unless such amendment has been approved by the record holders of at least a majority of the Depositary Shares then outstanding. CHARGES OF DEPOSITARY The Company will pay all transfer and other taxes and governmental charges that arise solely from the existence of the depositary arrangements. The Company will pay charges of the Depositary in connection with the initial deposit of the Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary Shares will 19. pay all other transfer and other taxes and governmental charges, and, in addition, such other charges as are expressly provided in the Deposit Agreement to be for their accounts. TAXATION Owners of Depositary Shares will be treated for Federal income tax purposes as if they were owners of the Preferred Stock represented by such Depositary Shares and, accordingly, will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of such Preferred Stock. In addition, (i) no gain or loss will be recognized for Federal income tax purposes upon the withdrawal of Preferred Stock in exchange for Depositary Shares as provided in the Deposit Agreement, (ii) the tax basis of each share of Preferred Stock to an exchanging owner of Depositary Shares will, upon such exchange, be the same as the aggregate tax basis of the Depositary Shares exchanged therefor, and (iii) the holding period for shares of the Preferred Stock in the hands of an exchanging owner of Depositary Shares who held such Depositary Shares at the time of the exchange thereof for Preferred Stock will include the period during which such person owned such Depositary Shares. MISCELLANEOUS The Company, or at the option of the Company, the Depositary, will forward to the holders of Depositary Shares all reports and communications from the Company which the Company is required to furnish to the holders of the Preferred Stock. Neither the Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Company and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and they will not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished. They may rely upon written advice of counsel or accountants, or information provided by persons presenting Preferred Stock for deposit, holders of Depositary Shares or other persons believed to be competent and on documents believed to be genuine. RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT The Depositary may resign at any time by delivering to the Company notice of its election to do so, and the Company may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment. Such successor Depositary will be appointed by the Company within 60 days after delivery of the notice of resignation or removal. The Deposit Agreement may be terminated at the direction of the Company or by the Depositary if a period of 90 days shall have expired after the Depositary has delivered to the Company written notice of its election to resign and a successor depositary shall not have been appointed. Upon termination of the Deposit Agreement, the Depositary will discontinue the transfer of Depositary Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement except that the Depositary will continue to deliver Preferred Stock certificates together with such dividends and distributions and the net proceeds of any sales of rights, preferences, privileges or other property in exchange for Depositary Receipts surrendered. Upon request of the Company, the Depositary shall deliver all books, records, certificates evidencing Preferred Stock, Depositary Receipts and other documents respecting the subject matter of the Deposit Agreement to the Company. 20. DESCRIPTION OF CAPITAL STOCK GENERAL The Company is authorized to issue 150,000,000 shares of Common Stock, par value $5.00 per share, and 25,000,000 shares of preferred stock, par value $5.00 per share. COMMON STOCK Holders of Common Stock are entitled to one vote for each share of Common Stock held. All outstanding shares of Common Stock are fully paid and nonassessable. Holders of Common Stock are entitled to receive such dividends as are declared by the Board of Directors out of funds legally available therefor subject to the limitations described below. In the event of liquidation, holders of the Common Stock are entitled to receive pro rata any assets distributable after payment of liabilities and the liquidation preference, if any, on any shares of Preferred Stock then outstanding. There are no conversion, preemptive or redemption rights of the Common Stock. The dividend rights and liquidation preferences relating to the preferred stock are superior to those relating to the Common Stock. The transfer agent and registrar for the Common Stock is First Chicago Trust Company of New York, New York. EXISTING PREFERRED STOCK As of the date of this Prospectus, the Company had three series of preferred stock outstanding, consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B, 477,500 shares of 9% Preferred Stock, Series C represented by 9,550,000 Depositary Shares each representing a one-twentieth interest in a share of 9% Preferred Stock and 350,000 shares of 8-7/8% Preferred Stock, Series D represented by 7,000,000 Depositary Shares each representing a one-twentieth interest in a share of 8-7/8% Preferred Stock. The Adjustable Rate Preferred Stock has a liquidation preference of $50 per share and the Fixed Rate Preferred Stock has a liquidation preference of $500 per share or $25 per Depositary Share. Unless full cumulative dividends on the Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock have been paid, the Company may not declare dividends on or make any other payment in respect of any class of stock ranking junior to the Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock, including the Common Stock. Whenever the Board of Directors of the Company shall have failed to declare and pay dividends on any series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock (voting as a class with all other affected series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock ranking on a parity therewith either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of the Company at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock have been fully paid or set apart for payment. The holders of Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock have preference and priority over holders of Common Stock in the event of liquidation for payment of the liquidation preference of the Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock plus an amount equal to all accrued and unpaid dividends thereon. 21. CAPITAL SECURITIES Capital Securities may consist of Common Stock, Preferred Stock or other capital securities of the Company that qualify at the time of exchange or conversion as Capital Securities as determined by the Company's primary federal regulator. Such other Capital Securities will have such terms as may be determined by the Company. All such Capital Securities that will be exchangeable for Offered Securities or issuable upon conversion of Offered Securities will be, upon issuance, duly authorized, validly issued and, if applicable, fully paid and nonassessable. See "Description of Preferred Stock" and "Description of Capital Stock - Common Stock." PLAN OF DISTRIBUTION The Company and certain holders of Offered Securities may offer and sell the Offered Securities to one or more underwriters for resale by them or through agents, or to investors directly. The Prospectus Supplement with respect to each series of Offered Securities will set forth the terms of the offering of the Offered Securities, including the name or names of any underwriters or agents, the purchase price of the Offered Securities and the net proceeds to the Company or selling securityholders from such sale, any underwriting discounts, agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price and any discounts or concessions allowed, reallowed or paid to dealers. If any underwriters are involved in the offer and sale, the Offered Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise set forth in the accompanying Prospectus Supplement, the obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Offered Securities described in such Prospectus Supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Underwriters and agents may be entitled, under agreements entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the Securities Act of 1933. Employees of the Bank may act as finders of purchasers of Offered Securities. Their activities will be limited to contacting customers and informing them of the terms of the Offered Securities offered by the Company. The Company believes that such persons are not required to be registered as brokers or dealers under Section 3(a)(4) and 3(a)(5) of the Act since they are acting as employees on behalf of a bank. LEGAL OPINIONS The legality of the Offered Securities offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison, San Francisco, for the underwriters, if any, by Davis Polk & Wardwell, New York City and for the agents, if any, by Brown & Wood, San Francisco. Davis Polk & Wardwell may rely on the opinion of Brobeck, Phleger & Harrison as to matters of California law. Davis Polk & Wardwell represents the Company from time to time. EXPERTS The consolidated financial statements of the Company as of December 31, 1994 and 1993 and for each of the years in the three-year period ended December 31, 1994 incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1994 incorporated by reference herein and elsewhere in the Registration Statement have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 22. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Registration Fee................................ $711,293 Printing and Engraving.......................... 20,000 Legal Fees...................................... 175,000 Accounting Fees................................. 40,000 Blue Sky and Legal Investment Fees.............. 35,000 Rating Agencies' Fees........................... 780,000 Trustee's Fees.................................. 40,000 Miscellaneous................................... 707 Total........................................$1,802,000 ========== The foregoing amounts are the best estimates of the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the Delaware General Corporation Law, the Registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933. Registrant's By-Laws require Registrant to indemnify its directors, officers and employees to the full extent permitted by Delaware law against certain liabilities and expenses incurred as a result of proceedings involving such persons in their capacities as such, including proceedings under the Securities Act of 1933 or the Securities Exchange Act of 1934. The By-Laws further provide that rights conferred under such By-Laws shall not be deemed to be exclusive of any other right such persons may have or acquire under any statute, provision or any certificate of incorporation, by-law, agreement, vote of stockholders, disinterested directors or otherwise. The Restated Certificate of Incorporation of Registrant precludes, with certain exceptions, Registrant and its stockholders from recovering monetary damages from directors for business decisions found by a court to have been negligent or grossly negligent, including decisions relating to a change in control of Registrant. Reference is made to Article VI of the form of Underwriting Agreements and Section 5 of the forms of Distribution Agreement and Finder Agreement filed as exhibits hereto pursuant to which underwriters, agents or finders may under certain circumstances indemnify the directors and officers of the Registrant. Directors and officers of the Registrant may also be indemnified in certain circumstances under the terms of other underwriting agreements entered into by the Registrant in connection with prior public offerings. ITEM 16. EXHIBITS. 1(a) - Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) - Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) - Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) - Form of Distribution Agreement. II-1. 1(e) - Finder Agreement. Incorporated by reference to Exhibit 1(d) of the Company's Report on Form 8-K filed January 23, 1991. 1(f) - Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) - Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(h) - Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) - Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) - Amendment No. 5 to Finder Agreement dated March 24, 1994. 1(k) - Form of Amendment No. 6 to Finder Agreement. 4(a) - Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. 4(b) - Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) - Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) - Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) - Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) - Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(g) - Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) - Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) - Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33-53514 filed on December 8, 1992. II-2. 4(j) - Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) - Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) - Form of Medium-Term Fixed Rate Note. 4(m) - Form of Medium-Term Floating Rate Note. 4(n) - Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993). 4(o) - Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to Form 8-K filed on April 18, 1995). 4(p) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3(c) of Form 10-K filed March 21, 1994. 4(q) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3 of Form 8-K filed October 24, 1991. 4(r) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3 of Form 8-K filed March 5, 1992. 4(s) - Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(t) - Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) - Opinion of Brobeck, Phleger & Harrison with respect to the validity of the Offered Securities. 12(a) - Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). 23(a) - Consent of KPMG Peat Marwick LLP. 23(b) - Consent of Brobeck, Phleger & Harrison (included in Exhibit 5(a)). 24(a) - Power of Attorney (included on page II-5). 25(a) - Statement of Eligibility of Chemical Bank. 25(b) - Statement of Eligibility of Marine Midland Bank. II-3 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which individually or in the aggregate represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (i) and (ii) do not apply if the Registration is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15 of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. Notwithstanding subparagraph (ii) above, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling persons of the Registrant in the successful defense of any action, suit or proceeding and other than indemnification covered by insurance) is asserted by such director, officer or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California, this 22nd day of June, 1995. WELLS FARGO & COMPANY By: /s/ Alan J. Pabst ____________________________________ Alan J. Pabst (Senior Vice President and Treasurer) POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS: That the undersigned officers and directors of Wells Fargo & Company, a Delaware corporation, do hereby constitute and appoint Paul Hazen, William F. Zuendt, Rodney L. Jacobs, Alan J. Pabst and any one of them, the lawful attorneys and agents or attorney and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents or any of them shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated: Signature Title Date /s/ Paul Hazen Chairman and Chief Executive June 22, 1995 - --------------------- Officer (Principal Executive Paul Hazen Officer) /s/ William F. Zuendt President and Director June 22, 1995 - --------------------- William F. Zuendt /s/ Rodney L. Jacobs Vice Chairman and Chief Financial June 22, 1995 - --------------------- Officer (Principal Financial Officer) Rodney L. Jacobs II-5. /s/ Frank A. Moeslein Executive Vice President and June 22, 1995 - --------------------- Controller (Principal Accounting Frank A. Moeslein Officer) /s/ H. Jessee Arnelle Director June 22, 1995 - --------------------- H. Jessee Arnelle /s/ William R. Breuner Director June 22, 1995 - ---------------------- William R. Breuner /s/ William S. Davila Director June 22, 1995 - --------------------- William S. Davila /s/ Rayburn S. Dezember Director June 22, 1995 - ----------------------- Rayburn S. Dezember /s/ Robert K. Jaedicke Director June 22, 1995 - ---------------------- Robert K. Jaedicke /s/ Ellen M. Newman Director June 22, 1995 - ------------------- Ellen M. Newman /s/ Philip J. Quigley Director June 22, 1995 - --------------------- Philip J. Quigley /s/ Carl E. Reichardt Director June 22, 1995 - --------------------- Carl E. Reichardt /s/ Donald B. Rice Director June 22, 1995 - ------------------ Donald B. Rice /s/ Susan G. Swenson Director June 22, 1995 - -------------------- Susan G. Swenson /s/ Chang-Lin Tien Director June 22, 1995 __________________ Chang-Lin Tien /s/ John A. Young Director June 22, 1995 - ----------------- John A. Young II-6. INDEX OF EXHIBITS Found on Sequentially Numbered Page _____________ 1(a) - Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) - Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) - Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) - Form of Distribution Agreement. 1(e) - Finder Agreement. Incorporated by reference to Exhibit 1(d) of the Company's Report on Form 8-K filed January 23, 1991. 1(f) - Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) - Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(h) - Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) - Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) - Amendment No. 5 to Finder Agreement, dated March 24, 1994. 1(k) - Form of Amendment No. 6 to Finder Agreement. 4(a) - Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. II-7. 4(b) - Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) - Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) - Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) - Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) - Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(g) - Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) - Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) - Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(j) - Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) - Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) - Form of Medium-Term Fixed Rate Note. 4(m) - Form of Medium-Term Floating Rate Note. 4(n) - Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993). II-8. 4(o) - Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to Form 8-K filed on April 18, 1995). 4(p) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3(c) of Form 10-K filed March 21, 1994. 4(q) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3 of Form 8-K filed October 24, 1991. 4(r) - Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 3 of Form 8-K filed March 5, 1992. 4(s) - Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(t) - Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) - Opinion of Brobeck, Phleger & Harrison with respect to the validity of the Offered Securities. 12(a) - Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). 23(a) - Consent of KPMG Peat Marwick LLP. 23(b) - Consent of Brobeck, Phleger & Harrison (included in Exhibit 5(a)). 24(a) - Power of Attorney (included on page II-5). 25(a) - Statement of Eligibility of Chemical Bank. 25(b) - Statement of Eligibility of Marine Midland Bank. II-9. EX-1 2 WELLS FARGO & COMPANY $2,500,000,000 Medium-Term Notes and Subordinated Medium-Term Notes, Series B Due from Nine Months to 12 Years from Date of Issue DISTRIBUTION AGREEMENT ___________________, 1995 Merrill Lynch & Co. CS First Boston Corporation Merrill Lynch, Pierce, Fenner Park Avenue Plaza & Smith Incorporated New York, N.Y. 10055 World Financial Center North Tower, 10th Floor New York, N.Y. 10281-1310 Goldman, Sachs & Co. Lehman Brothers 85 Broad Street Lehman Brothers Inc. New York, N.Y. 10004 Three World Financial Center, 12th Floor New York, N.Y. 10285-1200 Morgan Stanley & Co. Incorporated Salomon Brothers Inc 1251 Avenue of the Americas Seven World Trade Center New York, N.Y. 10020 New York, N.Y. 10048 Ladies and Gentlemen: Wells Fargo & Company, a Delaware corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale by the Company of up to $2,500,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) aggregate principal amount of its Medium-Term Notes due from Nine Months to Twelve Years from Date of Issue (the "Notes", which term shall include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the Company's Medium-Term Notes to be issued under an Indenture dated as of September 1, 1984 between the Company and Chemical Bank, as successor trustee (the "Senior Trustee"), as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental Indenture dated as of January 23, 1991 (collectively, the "Senior Indenture"). The "Subordinated Notes" are the Company's Subordinated Medium-Term Notes, Series B to be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between the Company and Marine Midland Bank (the "Subordinated Trustee"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in one or more supplements to the Prospectus referred to below. The Senior Indenture and the Subordinated Indenture are sometimes herein referred to together as the "Indentures" or individually as an "Indenture", and the Senior Trustee and the Subordinated Trustee are sometimes herein referred to together as the "Trustees" or individually as a "Trustee". The Company shall designate at the time of such issuance whether the Notes to be issued are Senior Notes or Subordinated Notes. Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell, and to accept offers to purchase, Notes directly, through subsidiaries or through finders which are subsidiaries, the Company hereby (i) appoints Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), CS First Boston Corporation ("First Boston"), Goldman, Sachs & Co. ("Goldman, Sachs"), Lehman Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc. ("Lehman Brothers"), Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Salomon Brothers Inc ("Salomon Brothers") (individually, an "Agent" and collectively, the "Agents") as agents of the Company (which agency shall be exclusive, except as provided below) for the purpose of soliciting purchases of the Notes from the Company by others and (ii) agrees that whenever the Company determines to sell Notes directly to an Agent as principal for resale to others it will enter into a Terms Agreement relating to such sale in accordance with the provisions of Section 2(b) hereof. 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, each Agent, as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether through an Agent as agent or to an Agent as principal), as of the date of each delivery of Notes (whether through an Agent as agent or to an Agent as principal) and as of any time that any Registration Statement or Prospectus (each as hereinafter defined) is amended or supplemented: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") registration statements on such form (Registration Nos. 33-51227 and 33-___), each of which registration statements, as amended (if applicable), has become effective, for the registration under the Act of the Notes. References herein to a "Registration Statement" and the "Registration Statements" shall be deemed to refer to and include each such registration statement, including the exhibits thereto, as amended (if applicable) at the date of this Agreement. Each Registration Statement meets and will meet the requirements set forth in Rule 415(a)(1)(x) under the Act and complies and will comply in all other material respects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b) under the Act, supplements to the prospectus and prospectus supplement relating to the Notes, which will describe certain terms of the Notes and, subject to Section 3(a), prior to any such filing will advise each Agent of all further information (financial and other) with respect to the Company to be set forth therein other than the specific terms of the Notes offered thereby. The prospectus and prospectus supplement relating to the Notes in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on ___________________, 1995 are herein called, together, the "Prospectus"; provided, however, that if in any case any revised prospectus or prospectus supplement shall be provided by the Company to the Agents for use in connection with the offering of the Notes, whether or not the same is required to be filed pursuant to Rule 424(b) under the Act, the term "Prospectus" shall be deemed to refer to and include such revised prospectus or prospectus supplement from and after the time it is first provided to the Agents for such use. Any reference herein to a Registration Statement or Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Act or under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this Agreement, or the date of such Prospectus, as the case may be; and any reference 2 herein to the terms "amend", "amendment" or "supplement" with respect to any Registration Statement or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement or the date of such Prospectus, as the case may be, deemed to be incorporated therein by reference. (b) Each Registration Statement and the Prospectus, each as amended or supplemented, and the Indentures comply and will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the Exchange Act and the respective rules thereunder and (ii) neither any Registration Statement nor the Prospectus, each as amended or supplemented, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company makes no representations or warranties as to (x) that part of any Registration Statement which constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of either Trustee or (y) the information contained in or omitted from any Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information concerning an Agent furnished in writing to the Company by such Agent expressly for use in such Registration Statement and such Prospectus or any amendment or supplement thereto. (c) The Company has been duly incorporated, is validly existing in good standing under the laws of the State of Delaware, is duly registered as a bank holding company under the Bank Holding Company Act of 1956, and has all requisite corporate power and authority to own its property and to conduct its business as described in the Prospectus, except to the extent that the failure to have such corporate power and authority would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. (d) Wells Fargo Bank, National Association (the "Bank") has been duly organized and is validly existing as a national banking association and continues to hold a valid certificate to do business as a national banking association under the laws of the United States; the Bank has all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus, except where the failure to have such corporate power and authority would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise; all of the issued and outstanding capital stock of the Bank has been duly and validly issued and is fully paid and non-assessable (subject, however, to the provisions of Section 55, Title 12, United States Code); and all of the capital stock of the Bank is owned by the Company, directly or indirectly, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (e) Each of this Agreement and, if applicable, any Terms Agreement entered into in connection with a sale of Notes to which this representation and warranty relates has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company. (f) Each of the Senior Indenture and the Subordinated Indenture has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company and is a valid and binding agreement of the Company and is duly qualified under the Trust Indenture Act. (g) The Notes have been duly authorized by all necessary corporate action on the part of the Company and, when executed and authenticated in accordance with the applicable 3 Indenture and delivered to and paid for by the purchaser thereof, will be valid and binding obligations of the Company entitled to the benefits of such Indenture, except as any rights thereunder may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (h) The execution, delivery and performance of this Agreement, any Terms Agreement and the Indentures by the Company and the issuance and sale of the Notes will not contravene any provision of applicable law or the restated certificate of incorporation or bylaws of the Company or the articles of association or bylaws of the Bank, or any provision of any agreement or other instrument binding upon the Company or the Bank. (i) No authorization, consent, approval of or filing with any governmental or regulatory body is required to be obtained by the Company in connection with the execution, delivery and performance of this Agreement, any Terms Agreement, or either Indenture or the issuance and sale of the Notes, other than the filing with the Commission in connection with the registration of the Notes under the Act and the qualification of each Indenture under the Trust Indenture Act and except that the offer and sale of the Notes in certain jurisdictions may be subject to the Blue Sky or securities laws of such jurisdictions. (j) Since the respective dates as of which information is given in the Registration Statements and the Prospectus, as amended or supplemented, except as may otherwise be stated therein or contemplated thereby, (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business and (ii) there have been no material transactions entered into by the Company or any of its subsidiaries other than those in the ordinary course of business. (k) All of the securities registered under the Prior Registration Statements have been issued and sold by the Company. "Prior Registration Statements" mean the Company's registration statements on Form S-3, as amended (if applicable), registration nos. 33-39045, 33-42273, 33-45066 and 33-53514. 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent will use its best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right to sell, and to accept offers to purchase, Notes directly, through subsidiaries or through finders which are subsidiaries. Each Agent is authorized to engage the services of any other broker or dealer in connection with the offer or sale of Notes purchased by such Agent as principal for resale to others, but such Agent is not authorized to appoint sub-agents. The Company agrees to pay each Agent, as consideration for soliciting the sale of any Notes, a commission in the form of a discount equal to the following percentage of the principal amount of each Note sold by such Agent: 4 TERM COMMISSION RATE More than 9 months to less than 1 year .125% 1 year to less than 18 months .150 18 months to less than 2 years .200 2 years to less than 3 years .250 3 years to less than 4 years .350 4 years to less than 5 years .450 5 years to less than 6 years .500 6 years to less than 7 years .550 7 years to less than 8 years .600 8 years to less than 9 years .600 9 years to less than 10 years .600 10 years to 12 years .625 Each Agent is authorized to solicit offers to purchase Notes only in principal amounts of $1,000 (or any other such amount that may be specified as a minimum denomination in an amendment or supplement to the Prospectus) or any amount in excess thereof which is a whole multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each offer received by it to purchase Notes that it has not rejected pursuant to the last sentence of this paragraph. The Company shall have the sole right to accept offers to purchase Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject, in its discretion reasonably exercised, any offer received by it to purchase the Notes in whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. (b) Purchases as Principal. Each sale of Notes to an Agent, as principal, shall be made in accordance with the terms of this Agreement and a separate agreement which will provide for the sale of such Notes to such Agent. Each such separate agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing is herein referred to as a "Terms Agreement" and shall include such information (as applicable) as is specified in Exhibit A hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by such Agent pursuant hereto, the price to be paid to the Company for such Notes (which, if not so specified in the Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in this Section 2), the time and date of delivery of and payment for such Notes (the "Settlement Date") and the place of such delivery and payment, any provisions relating to rights and obligations of purchasers acting together with the Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased by such Agents and the Agents may sell any such Notes to any dealers at a discount not in excess of the discount payable to the Agents by the Company. Such Terms Agreement 5 shall also specify any requirements for opinions of counsel, officer's certificates and letters from KPMG Peat Marwick LLP pursuant to Section 4 hereof and whether the stand-off agreement pursuant to Section 3(l) hereof will apply. (c) Procedures. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Medium-Term Notes Administrative Procedures (attached hereto as Exhibit B) (the "Procedures"), as amended from time to time. The Procedures may be amended only by written agreement of the Company and each Agent. The Procedures shall be deemed to refer to both the Senior Notes and the Subordinated Notes. References in the Procedures to each "Agent" or to the "Agents" shall mean the Agents, individually or collectively, as the case may be. (d) Delivery. The documents required to be delivered by Section 4 of this Agreement shall be delivered at the offices of Brobeck, Phleger & Harrison, San Francisco, California, counsel for the Company, on the date hereof, or at such other time and place as the Agents and the Company may agree upon in writing (the "Closing Date"). 3. AGREEMENTS. The Company agrees with each Agent that: (a) Prior to the termination of the offering of the Notes pursuant to this Agreement, the Company will not file any amendment of any Registration Statement or file or use any supplement to the Prospectus unless the Company has previously furnished to each Agent a copy thereof for its review and will not file or use any such proposed amendment or supplement to which the Agents reasonably object; provided, however, that the foregoing requirement shall not apply to (i) any amendment or supplement relating exclusively to securities offered by the Company other than the Notes or (ii) any of the Company's periodic filings with the Commission on Forms 10-K, 10-Q or 8-K, copies of which filings the Company will cause to be delivered to the Agents promptly after being mailed for filing with the Commission; and provided, further, that any amendment or supplement containing no disclosure other than specific terms of Notes and the manner of distribution thereof need be furnished only to the Agent to or through whom such Notes are to be sold (the "Participating Agent"). Subject to the foregoing sentence, the Company will promptly cause supplements to the Prospectus to be filed with or transmitted for filing to the Commission pursuant to Rule 424. The Company will promptly advise the Agents (i) of the filing of any amendment or supplement to the Prospectus (other than a supplement to the Prospectus containing no disclosure other than specific terms of Notes and the manner of distribution thereof, in which case the Company will advise only the Participating Agent), (ii) of the filing and effectiveness of any amendment to any Registration Statement, (iii) of any request by the Commission for any amendment of any Registration Statement or any amendment of or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) (i) Prior to the termination of the offering of the Notes pursuant to this Agreement or at any time when a prospectus relating to the Notes is required to be delivered under the Act, if any event occurs or condition exists as a result of which any Registration Statement or the Prospectus as then amended or supplemented would not reflect any facts or events which, 6 individually or in the aggregate, represent a fundamental change in the information set forth in such Registration Statement or Prospectus, as then amended or supplemented, and/or would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the opinion of the Company, it is necessary at any time to amend or supplement any Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Act, the Company promptly will notify the Agents by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Notes and, if so notified by the Company, the Agents shall forthwith suspend such solicitation and cease using the Prospectus as then amended or supplemented. If the Company shall decide to amend or supplement any Registration Statement or the Prospectus, as then amended or supplemented, it shall so advise the Agents promptly by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement to such Registration Statement or Prospectus as then amended or supplemented which will include such facts or events and/or will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus to the Agents in such quantities as they may reasonably request; and if such amendment or supplement, and any documents, certificates and opinions furnished to the Agents pursuant to paragraph (f) below in connection with the preparation or filing of such amendment or supplement, are satisfactory in all respects to the Agents, upon the filing of such amendment or supplement with the Commission or effectiveness of an amendment to any Registration Statement, the Agents will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section 3(b), during the period any Agent shall have the legal obligation to deliver a prospectus with respect to the sale by it of Notes which it has acquired under a Terms Agreement pursuant to Section 2(b), if any event described in this Section 3(b) occurs, the Company will forthwith prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statements or Prospectus, as then amended or supplemented, satisfactory in all respects to such Agent, will supply such amended or supplemented Prospectus to such Agent in such quantities as it shall reasonably request and shall furnish to such Agent pursuant to paragraph (f) below such documents, certificates and opinions as it may request in connection with the preparation and filing of such amendment or supplement. Upon the request of the Company, each Agent will inform the Company whether it has the legal obligation to deliver a prospectus with respect to the sale by it of Notes which it has acquired under a Terms Agreement pursuant to Section 2(b). (c) As soon as practicable, the Company will make generally available to its securityholders and to the Agents an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 under the Act, and, not later than 45 days after the end of the 12-month period beginning at the end of each fiscal quarter of the Company during which the effective date of any post-effective amendment to any Registration Statement occurs, the Company will make generally available to its securityholders an earnings statement covering such 12-month period that will satisfy the provisions of such Section 11(a) and Rule 158. (d) The Company will furnish to each Agent and counsel for the Agents copies of each Registration Statement, the Prospectus and all amendments of and supplements to such documents (other than amendments or supplements containing no disclosure other than specific terms of Notes with respect to which such Agent is not a Participating Agent), in each case as soon as available and in such quantities as such Agent reasonably requests. (e) The Company will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Agents may reasonably designate with the approval of the Company, will maintain such qualifications in effect so long as required for the distribution of the 7 Notes pursuant to this Agreement and will arrange for the determination of the legality of the Notes for purchase by institutional investors. (f) The Company shall furnish to the Agents such documents, certificates of officers of the Company and opinions of counsel for the Company relating to the business, operations and affairs of the Company, each Registration Statement, the Prospectus, any amendments or supplements thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms Agreement and the performance by the Company and the Agents of their respective obligations hereunder and thereunder as the Agents may from time to time reasonably request. (g) The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statements and all amendments thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the fees and disbursements of the Company's accountants and of the Trustees and their respective counsel, (iv) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(e), including filing fees and the reasonable fees and disbursements of counsel for the Agents in connection therewith and in connection with the preparation of any Blue Sky Memorandum and any Legal Investment Memorandum, (v) the reasonable fees of counsel for the Agents incurred in connection with the offering and sale of the Notes (including the reasonable fees and expenses of special counsel in any state in the event it should become necessary to obtain opinions of such counsel as to usury or other matters of local law in order to obtain or maintain the qualifications referred to in Section 3(e) hereof) other than in connection with the sale of Notes to an Agent as principal pursuant to a Terms Agreement (unless so provided in such Terms Agreement), (vi) the printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statements and all amendments thereto, and of the Prospectus and any amendments or supplements thereto, (vii) the printing and delivery to the Agents of copies of the Indentures and any Blue Sky Memorandum and any Legal Investment Memorandum, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) any advertising and other out-of-pocket expenses incurred with the approval of the Company, and (x) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (h) Each acceptance by the Company of an offer for the purchase of Notes (whether through an Agent as Agent or to an Agent as principal) and each sale of Notes, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or such Agent, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to each Registration Statement and the Prospectus as amended and supplemented to each such time). (i) Each time any Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions or maturities offered on the Notes or for a change deemed immaterial in the reasonable opinion of the Agents), or if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company will deliver or cause to be delivered forthwith to the Agents or such Agent, as the case may be, a certificate of the Company signed by the Chairman of the Board, the President, any Vice Chairman, or any Vice President, dated the date of the effectiveness of such amendment or filing or supplement or sale, as the case may be, in form reasonably satisfactory to the Agents or such Agent, as the case may be, to the 8 effect that the statements contained in the certificate referred to in Section 4(c) that was last furnished to the Agents (either pursuant to Section 4(c) or pursuant to this Section 3(i)) are true and correct as though made at and as of such time (except that such statements shall be deemed to relate to each Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 4(c) relating to each Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In lieu of such certificate, an officer eligible to sign a certificate furnished to the Agents pursuant to this Section 3(i) may furnish to the Agents or such Agent, as the case may be, a letter to the effect that the Agents or such Agent, as the case may be, may rely on such last certificate as though it were dated the date of such letter authorizing reliance on such certificate (except that the statements in such last certificate will be deemed to relate to each Registration Statement and the Prospectus as amended and supplemented to the time of such letter authorizing reliance). (j) Each time any Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions or maturities offered on the Notes or for a change deemed immaterial in the reasonable opinion of the Agents) or if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents or such Agent, as the case may be, a written opinion of counsel of the Company satisfactory to the Agents or such Agent, as the case may be (who may be Chief Counsel of the Company); provided, however, that such counsel need not provide an opinion regarding the financial statements or other financial information included in such amendment or supplement. Any such opinion shall be dated the date of the effectiveness of such amendment or filing of such supplement or sale, as the case may be, in form satisfactory to counsel for the Agents, and shall be of the same tenor as the opinions referred to in Sections 4(b)(i) and 4(b)(ii) but modified to relate to each Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to the Agents may furnish to the Agents or such Agent, as the case may be, a letter to the effect that the Agents or such Agent, as the case may be, may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance on such last opinion (except that statements in such last opinion will be deemed to relate to each Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (k) Each time that any Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information in such Registration Statement or Prospectus, or if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause KPMG Peat Marwick LLP, its independent public accountants, forthwith to furnish the Agents or such Agent, as the case may be, a letter, dated the date of the effectiveness of such amendment or the date of filing of such supplement, or the date of such sale, as the case may be, in form satisfactory to the Agents or such Agent, as the case may be, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in each Registration Statement and the Prospectus, as amended or supplemented to the date of such letter. In lieu of such letter, if since the date of the last such letter furnished to the Agents pursuant to this Section 3(k), none of the Registration Statements or the Prospectus has been amended or supplemented to include amended or supplemented financial information, KPMG Peat Marwick LLP may furnish to the Agents or such Agent, as the case may be, a letter to the effect that the Agents or such Agent, as the case may be, may rely on the last such letter furnished to the Agents pursuant to this Section 3(k) as though it were dated the date of such letter authorizing reliance on such last letter (except that 9 statements in such last letter will be deemed to relate to each Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (l) If so provided in a Terms Agreement, between the date of such Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without the prior consent of the Agent or Agents, as the case may be, party thereto, offer or sell, or enter into any agreement to sell, any debt securities of the Company having terms, including, without limitation, interest rate and maturity, substantially similar to the Notes (other than the securities that are to be sold pursuant to such Terms Agreement and commercial paper in the ordinary course of business). (m) Upon the issuance and sale of Notes in aggregate principal amount equal to the amount theretofore authorized for issuance and sale by the Company's Board of Directors or a committee thereof, the Company will notify the Agents thereof and will cease the issuance of Notes until such time as (i) the issuance and sale of additional amounts of Notes have been duly authorized and (ii) the Company has delivered an opinion of counsel satisfactory to the Agents to such effect. (n) The Company will not issue any Notes except as have been duly authorized by all necessary corporate action on the part of the Company. (o) The Company will prepare, with respect to any Notes to be sold through or to the Agents pursuant to this Agreement, a pricing supplement with respect to such Notes in a form previously approved by the Agents, will use its reasonable best efforts to deliver (by telecopy or overnight express) final copies of such pricing supplement to the relevant Agent or Agents, as the case may be, in New York City by the close of business, New York City time, on the applicable "trade date" with respect to such Notes, but in no event later than 11:00 a.m., New York City time, on the business day immediately following the "trade date" for such Notes, and will file such pricing supplement pursuant to Rule 424(b) under the Act not later than the applicable date and time required by such Rule 424(b). 4. CONDITIONS OF THE OBLIGATIONS OF THE AGENTS. The obligations of each Agent to solicit offers to purchase the Notes as agent of the Company and the obligations of each Agent to purchase Notes as principal pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) (i) No stop order suspending the effectiveness of any Registration Statement shall be in effect and no proceedings for that purpose shall have been instituted or threatened, (ii) there shall have been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, from that set forth in any Registration Statement or the Prospectus as amended or supplemented to the date of any such solicitation or agreement to purchase, (iii) there shall not have occurred since the date of any such solicitation or agreement to purchase any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis, the effect of which makes it, in the judgment of the relevant Agent, impracticable to 10 market the Notes or to enforce contracts for the sale of the Notes and (iv) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any such solicitation or agreement to purchase shall not have been lowered since that date and no such rating agency shall have publicly announced that it has under surveillance or review with possible negative implications, its rating of any debt securities of the Company. (b) At the Closing Date, the Agents shall have received: (i) The opinion, dated as of such date, of Brobeck, Phleger & Harrison, counsel for the Company to the effect that: (A) This Agreement (and, if the opinion is being given pursuant to Section 3(j) on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company. (B) Each of the Indentures has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, except as (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (y) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and is duly qualified under the Trust Indenture Act of 1939, as amended. (C) Upon determination by the Pricing Committee of the Board of Directors [or by a duly authorized officer of the Company] of the precise terms of the issuance and sale, up to $2,500,000,000 aggregate principal amount of the Notes will have been duly authorized by all necessary corporate action on the part of the Company and, when the Pricing Committee [or any such officer, as the case may be,] so determines and the Notes are executed and issued by the Company in accordance with the Senior Indenture or Subordinated Indenture, as the case may be, authenticated and delivered by or on behalf of the Senior Trustee or Subordinated Trustee, as the case may be, in accordance with the Senior Indenture or Subordinated Indenture, as the case may be, and delivered to the account of and paid for by the purchasers, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (y) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and will be entitled to the benefits of the Senior Indenture or Subordinated Indenture, as the case may be. (D) Each Registration Statement, and any post-effective amendments thereto, are effective under the Securities Act of 1933, and to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of said Act. (E) No authorization, consent, approval of or filing with any governmental or regulatory body is required to be obtained by the Company in connection with the execution, delivery and performance of this Agreement or the 11 Indentures or the issuance and sale of the Notes, other than the filing with and order of the Securities and Exchange Commission in connection with the registration of the Notes under the Securities Act of 1933, as amended, the qualification of the Indentures under the Trust Indenture Act of 1939, as amended, and except that the offer and sale of the Notes in certain jurisdictions may be subject to the Blue Sky or securities laws of such jurisdictions. (F) The execution, delivery and performance of this Agreement and the Indentures by the Company and the issuance and sale of the Notes will not contravene any provision of applicable law or regulation of the State of California or the United States, the General Corporation Law of the State of Delaware or the restated certificate of incorporation or bylaws of the Company or the articles of association or bylaws of the Bank. (G) The statements in the Prospectus under the captions "Description of Medium-Term Notes" and "Description of Notes" insofar as such statements constitute summaries of the documents referred to therein, fairly present the information called for with respect to such documents. (H) The statements as to matters of law or legal conclusions contained under the caption "Federal Tax Considerations" in the Prospectus were correct as of the date the Prospectus was filed with the Commission, and such statements fairly present the matters and legal conclusions referred to therein. (I) Such counsel (1) believes that each document filed pursuant to the Exchange Act (except as to financial statements and other financial information included therein as to which such counsel need not express any belief) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations thereunder, (2) has no reason to believe that (except as to financial statements and other financial information included therein as to which such counsel need not express any belief) any part of any Registration Statement or amendment thereto if applicable (including the documents incorporated by reference therein) filed with the Commission pursuant to the Act, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) believes that each Registration Statement and the Prospectus, as amended or supplemented, if applicable (except as to financial statements and other financial information included therein as to which such counsel need not express any belief), comply as to form in all material respects with the Act and the applicable rules and regulations thereunder and (4) has no reason to believe that (except as to financial statements and other financial information included therein as to which such counsel need not express any belief) any Registration Statement or the Prospectus, as amended or supplemented, if applicable, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (I) above, Brobeck, Phleger & Harrison may state that such counsel's belief is based upon participation in the preparation of each Registration Statement and Prospectus (other than the documents 12 incorporated by reference in the Prospectus (the "Incorporated Documents")) and any amendments and supplements thereto and review and discussion of the contents thereof (including the Incorporated Documents), but is without independent check or verification, except as specified. (ii) The opinion, dated as of such date of the Chief Counsel of the Company to the effect that: (A) The Company has been duly incorporated, is validly existing in good standing under the laws of the State of Delaware, is duly registered as a bank holding company under the Bank Holding Company Act of 1956, and has all requisite corporate power and authority under its articles of incorporation and the laws of the United States and of the State of Delaware to own, lease and operate its properties and conduct its business as described in the Prospectus. (B) The Bank has been duly organized and is validly existing as a national banking association and continues to hold a valid certificate to do business as a national banking association under the laws of the United States; the Bank has all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus; all of the issued and outstanding capital stock of the Bank has been duly and validly issued and is fully paid and non-assessable (subject, however, to the provisions of Section 55, Title 12, United States Code); and all of the capital stock of the Bank is owned by the Company, directly or indirectly, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (C) To the best knowledge and information of such counsel, there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in any Registration Statement or the Prospectus, as amended or supplemented, or to be filed as exhibits thereto other than those specifically described or referred to therein or in the documents incorporated by reference therein or filed as exhibits thereto or as exhibits to documents incorporated by reference therein, and the description thereof or reference thereto was correct at the date that the relevant Registration Statement, Prospectus or document incorporated by reference in any Registration Statement or the Prospectus, as the case may be, in each case as amended or supplemented, which contains such description or reference was filed with the Commission; provided, however, that such counsel need not express any opinion regarding such documents to the extent that they are required to be described or referred to in the financial statements but not otherwise in any Registration Statement or the Prospectus, as amended or supplemented. (D) The statements as to matters of law or legal conclusions contained under the caption "Supervision and Regulation" in the Company's latest annual report on Form 10-K which is incorporated by reference in the Prospectus were correct as of the date such report was filed with the Commission and such statements fairly present the matters and legal conclusions referred to therein. (E) To the knowledge of such counsel, the execution, delivery and performance of this Agreement, the Senior Indenture and the 13 Subordinated Indenture by the Company and the issuance and sale of the Notes will not contravene any provision of any agreement or other instrument binding upon the Company or the Bank. (iii) The opinion of Brown & Wood, counsel for the Agents, dated as of such date, with respect to the issuance and sale of the Notes, the Indentures, the Registration Statements and the Prospectus, as amended or supplemented, and other related matters as the Agents may reasonably require; and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. On the Settlement Date with respect to any Terms Agreement, the Agent or Agents, as the case may be, party to such Terms Agreement shall have received such opinions, dated as of such Settlement Date, and rendered by such counsel, as called for by such Terms Agreement. (c) On the Closing Date and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, the Company shall have furnished to the Agents or the Agent, as the case may be, party to such Terms Agreement a certificate of the Company, signed by the Chairman of the Board, the President, any Vice Chairman or any Vice President, dated as of the Closing Date or such Settlement Date, as the case may be, to the effect that the signer of such certificate has examined each Registration Statement and Prospectus, as amended or supplemented, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the respective dates as of which information is given in any Registration Statement or the Prospectus, as amended or supplemented, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, from that set forth in any Registration Statement and the Prospectus, as amended or supplemented. (d) On the Closing Date, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, KPMG Peat Marwick LLP shall have furnished to the Agents or the Agent, as the case may be, party to such Terms Agreement a letter or letters, dated as of the Closing Date or such Settlement Date, as the case may be, in form and substance satisfactory to the Agents or such Agent, as the case may be, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statements and the Prospectus, as amended or supplemented. 14 (e) At the Closing Date and at each Settlement Date with respect to any Terms Agreement, the Company shall have furnished to the Agents or the Agent, as the case may be, party to such Terms Agreement such further information, certificates and documents as the Agents or such Agent, as the case may be, may reasonably request. 5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or investigations in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any prospectus subject to completion, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action or investigation; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information concerning such Agent furnished to the Company by such Agent specifically for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of either the Act or the Exchange Act, each director of the Company and each officer of the Company who signs any Registration Statement or any amendment thereto to the same extent as the foregoing indemnity from the Company to such Agent, but only insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which was made therein in reliance upon and in conformity with written information concerning such Agent furnished to the Company by such Agent specifically for use therein. This indemnity agreement will be in addition to any liability which such Agent may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 5. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal 15 defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel), which counsel shall be approved (x) in the case of paragraph (a) of this Section 5, by Merrill Lynch or, if Merrill Lynch is not an indemnified party, by the Agents that are indemnified parties, representing the indemnified parties under such paragraph (a) who are parties to such action or (y) in the case of paragraph (b) of this Section 5, by the Company, representing the indemnified parties under such paragraph (b) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). All fees and expenses of such counsel shall be reimbursed as they are incurred. Notwithstanding the foregoing, no indemnifying party shall be liable hereunder to the indemnified party for any settlement of any proceeding effected by such indemnified party without the written consent of the indemnifying party. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 5(a) is due in accordance with its terms but is for any reason held by a court to be unavailable from any indemnifying party on grounds of policy or otherwise, each indemnifying party shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the indemnified party may be subject in such proportions so that each Agent, severally and not jointly, is responsible for that portion represented by the percentage that the aggregate commissions received by such Agent pursuant to Section 2 from the sale of the Notes that were the subject of the claim for indemnification bears to the aggregate principal amount of the Notes sold to or through such Agent that were the subject of the claim for indemnification and the Company is responsible for the balance; provided, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5, each person who controls an Agent within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as the Agent. For purposes of this Section 5, each person who controls the Company within the meaning of either the Act or the Exchange Act, each director of the Company and each officer of the Company who signs any Registration Statement or any amendment thereto shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 5(d), notify such party or parties from whom contribution may be sought of the commencement thereof (it being understood that any notice given pursuant to the first sentence of Section 5(c) shall be sufficient for this purpose), but the omission to notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section 5(d). 16 6. POSITION OF THE AGENTS. In soliciting offers to purchase the Notes, each Agent is acting solely as agent for the Company, and not as principal. An Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason. 7. TERMINATION. This Agreement may be terminated at any time either by the Company or, as to any Agent, by the Company or such Agent upon the giving of written notice of such termination to the other party hereto. Any Terms Agreement may be terminated by the Agent party thereto, immediately upon notice to the Company, at any time prior to the Settlement Date relating to a Terms Agreement if, during the period beginning on the date of such Terms Agreement and ending on such Settlement Date or, in the case of clause (i) below, since the respective dates as of which information is given in the Registration Statements, as amended, (i) there has been any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which makes it, in the judgment of the relevant Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading generally on either the New York Stock Exchange or the American Stock Exchange shall have been suspended, or minimum or maximum prices or maximum ranges for prices shall have been fixed by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company. 8. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of each Agent set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of an Agent or the Company or any of the officers, directors or controlling persons referred to in Section 5 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 3(g) (other than the provisions of Section 3(g)(v) (if applicable) in connection with any Terms Agreement terminated pursuant to clause (ii) or (iii) of Section 7), 5 and 6 hereof shall survive the termination or cancellation of this Agreement or the Terms Agreement. 9. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to Merrill Lynch, will be mailed, delivered or telecopied and confirmed to it at North Tower, 10th Floor, World Financial Center, New York, New York 10281-1310, Attention: Product Management, (telecopier: (212) 449-2234); if sent to CS First Boston Corporation, will be mailed, delivered or telegraphed and confirmed to it at Short and Medium Term Finance, Park Avenue Plaza, New York, New York 10055, Attention: Richard W. Kurz, Director (telecopier: (212) 318- 1498); if sent to Goldman, Sachs, will be mailed, delivered or telegraphed and confirmed to it at 17 85 Broad Street, New York, New York 10004, Attention: Registration Department Credit Department, Credit Control-Medium Term Notes (telecopier: (212) 357-8680); if sent to Lehman Brothers, will be mailed, delivered, or telegraphed and confirmed to it at 3 World Financial Center, New York, New York 10285, Attention: Medium-Term Note Department, 12th Floor (telecopier: (212) 528-1718 or (212) 619-7165 (over 10 pages); if sent to Morgan Stanley, will be mailed, delivered or telegraphed and confirmed to it at 1251 Avenue of the Americas, New York, New York 10020, Attention: Manager, Credit Department (telecopier: (212) 703-4575), with a copy to it at 1221 Avenue of the Americas, New York, New York 10020, Attention: Manager, Short and Medium-Term Finance Department (telecopier: (212) 764-7490); if sent to Salomon Brothers, will be mailed, delivered or telegraphed and confirmed to it at Seven World Trade Center, New York, New York 10048, Attention: Medium-Term Note Department, 31st Floor (telecopier: (212) 783-2274); or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 444 Market Street, San Francisco, California 94163, Attention: Senior Vice President and Treasurer (telecopier: (415) 989-3851). 10. SUCCESSORS. This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and thereto and their respective successors and the officers and directors and controlling persons referred to in Section 5 hereof, and no other person will have any right or obligation hereunder. 11. APPLICABLE LAW. This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of the State of New York. 18 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, WELLS FARGO & COMPANY By:_______________________ Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By:__________________________________ CS FIRST BOSTON CORPORATION By:__________________________________ _____________________________________ (GOLDMAN, SACHS & CO.) LEHMAN BROTHERS INC. By:__________________________________ MORGAN STANLEY & CO. INCORPORATED By:__________________________________ SALOMON BROTHERS INC By:__________________________________ 19 EXHIBIT A WELLS FARGO & COMPANY MEDIUM-TERM NOTES AND SUBORDINATED MEDIUM-TERM NOTES, SERIES B DUE FROM NINE MONTHS TO 12 YEARS FROM DATE OF ISSUE TERMS AGREEMENT [Name of Agent] [Address of Agent] Attention: ________________________ Re: DISTRIBUTION AGREEMENT DATED _____________________, 1995 Subject to the terms and conditions of the Distribution Agreement, the undersigned agrees to purchase Medium-Term Notes in the amount and with the terms specified below: Principal Amount: $_______________________ (or principal amount of foreign currency) Ranking: Senior Note ( ) Subordinated Note ( ) (check one) Interest Rate: If Fixed Rate Note, Interest Rate: If Floating Rate Note: Interest Rate Basis: Initial Interest Rate: First Interest Reset Date: Spread, if any: Spread Multiplier, if any: Interest Rate Reset Month(s): Interest Payment Month(s): Index Maturity: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Interest Rate Reset Period: Interest Payment Period: Interest Payment Dates: Calculation Agent: A-1 If Redeemable: Earliest Redemption Date: Redemption Price: Annual Redemption Price Reduction: If Repayable: Repayment Date(s): Repayment Price: Original Issuance Date: Stated Maturity Date: Purchase Price: % Settlement Date and Time: Place of Settlement: Currency of Denomination: Denominations (if currency is other than U.S. dollar): Currency of Payment: Additional Terms: [The following documents referred to in the Distribution Agreement shall be required as a condition to settlement: Officer's Certificate to the effect called for by Section 3(i) of the Distribution Agreement. Legal Opinions to the same effect called for by Section 3(j) of the Distribution Agreement. Comfort Letter to the same effect called for by Section 3(k) of the Distribution Agreement. Stand-off Agreement as provided by Section 3(l) of the Distribution Agreement.] Arrangement for Payment of Counsel for Agent: [NAME OF AGENT] By:_______________________ Title: Accepted: WELLS FARGO & COMPANY By_________________________ Title: A-2 EXHIBIT B ADMINISTRATIVE PROCEDURES B-1 EX-1 3 Exhibit 1(j) WELLS FARGO & COMPANY $1,500,000,000 Medium-Term Notes and Subordinated Medium-Term Notes, Series B Due from Nine Months to 12 Years from Date of Issue AMENDMENT NO. 5 TO THE FINDER AGREEMENT DATED JANUARY 23, 1991, AS AMENDED BY AMENDMENT NO. 1 DATED MARCH 14, 1991 AND AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991 AND AMENDMENT NO. 3 DATED APRIL 29, 1992 AND AMENDMENT NO. 4 DATED DECEMBER 23, 1992 March 24, 1994 Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, California 94163 Ladies and Gentlemen: Reference is made to the Finder Agreement dated January 23, 1991 (the "Finder Agreement"), as amended by Amendment No. 1 thereto dated March 14, 1991 ("Amendment No. 1"), Amendment No. 2 thereto dated September 27, 1991 ("Amendment No. 2"), Amendment No. 3 thereto dated April 29, 1992 ("Amendment No. 3") and Amendment No. 4 thereto dated December 23, 1992 ("Amendment No. 4") each between Wells Fargo & Company, a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Finder"), with respect to the issuance and sale by the Company of its Medium-Term Notes described therein. The parties hereto acknowledge that (i) this Amendment No. 5 ("Amendment No. 5") shall relate only to the Company's Medium-Term Notes that are issued, or as to which offers to purchase have been accepted by the Company, on or after the date 1. hereof; and (ii) the Company's Medium-Term Notes that have been issued and sold, or as to which offers to purchase have been accepted by the Company, prior to the date hereof shall not be affected by this Amendment No. 5, but shall instead continue to be governed by the Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 or the Distribution Agreement dated March 24, 1994 between the Company and the Agents named therein, as the case may be. Terms not otherwise defined herein shall have the meanings ascribed to them in the Finder Agreement. With respect to the Medium-Term Notes issuable pursuant to this Amendment No. 5, references in the Finder Agreement to the "Agreement" shall be deemed to mean the Finder Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 thereto, and references therein to the date of the Agreement shall be deemed to be to the date of this Amendment No. 5 thereto. Additionally, references to the Senior Trustee or Subordinated Trustee, as the case may be, shall be deemed to refer to its authenticating agent if one has been appointed. The Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, is hereby further amended by the parties thereto as follows: 1. THE INTRODUCTORY PARAGRAPH BEGINNING ON PAGE 1 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 AND AMENDMENT NO. 4 IS DELETED AND REPLACED WITH THE FOLLOWING: Wells Fargo & Company, a Delaware corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $1,500,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) aggregate principal amount of its Medium-Term Notes due from Nine Months to Twelve Years from Date of Issue (the "Notes," which term shall include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the Company's Medium-Term Notes to be issued under an Indenture dated as of September 1, 1984 between the Company and Chemical Bank as successor trustee (the "Senior Trustee"), as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental Indenture dated as of January 23, 1991 (collectively, the "Senior Indenture"). The "Subordinated Notes" are the Company's Subordinated Medium-Term Notes, Series B, to be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between the Company and Marine Midland Bank (the "Subordinated Trustee"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in one or more supplements to the 2. Prospectus referred to below. The Senior Indenture and the Subordinated Indenture are sometimes herein referred to together as the "Indentures" or individually as an "Indenture," and the Senior Trustee and the Subordinated Trustee are sometimes herein referred to together as the "Trustees" or individually as a "Trustee." The Company shall designate at the time of such issuance whether the Notes to be issued are Senior Notes or Subordinated Notes. The Finder Agreement supersedes the agreement dated April 21, 1986. 2. SECTION 1.(A) BEGINNING ON PAGE 2 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 AND AMENDMENT NO. 4, IS DELETED AND REPLACED WITH THE FOLLOWING: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") registration statements on such Form (Registration Nos. 33-39045, 33-42273, 33-45066, 33-53514 and 33-51227), which registration statements, as amended (if applicable), have become effective, for the registration under the Act of the Notes. Such registration statements, including the exhibits thereto, as amended at the date of this Agreement, are hereinafter called the "Registration Statements." The Registration Statements, as amended at the date of this Agreement, meet the requirements set forth in Rule 415(a)(1)(x) under the Act and comply in all other material respects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b)(3) under the Act, supplements to the prospectus and prospectus supplement relating to the Notes transmitted for filing with the Commission pursuant to Rule 424(b) under the Act which will describe certain terms of the Notes and, subject to Section 3(a), prior to any such filing will advise the Finder of all further information (financial and other) with respect to the Company to be set forth therein other than the specific terms of the Notes offered thereby. Such prospectus and prospectus supplement in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on March __, 1994, is herein called the "Prospectus." Any reference herein to the Registration Statements or Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Act or under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this Agreement, or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statements or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date 3. of this Agreement or such Prospectus, as the case may be, deemed to be incorporated therein by reference. 3. THE FIRST DOLLAR AMOUNT CONTAINED IN SECTION 4(B)(I)(C) ON PAGE 13 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 AND AMENDMENT NO. 4, IS DELETED AND REPLACED WITH $1,500,000,000 AND THE PARENTHETICAL PHRASE IN SUCH SECTION IS DELETED AND REPLACED WITH "(IN ADDITION TO $4,574,071,000 AGGREGATE PRINCIPAL AMOUNT OF NOTES PREVIOUSLY AUTHORIZED FOR ISSUANCE)." 4. REFERENCES IN THE PROCEDURES (AS DEFINED IN SECTION 2(C) ON PAGE 6 THEREOF) TO EACH "AGENT" OR TO THE "AGENTS" SHALL MEAN THE AGENTS, INDIVIDUALLY OR COLLECTIVELY, AS THE CASE MAY BE. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, WELLS FARGO & COMPANY By: ________________________ Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WELLS FARGO BANK, NATIONAL ASSOCIATION By: _____________________________ By: _____________________________ Title: 4. EX-1 4 Exhibit 1(k) WELLS FARGO & COMPANY $2,500,000,000 Medium-Term Notes and Subordinated Medium-Term Notes, Series B Due from Nine Months to 12 Years from Date of Issue AMENDMENT NO. 6 TO THE FINDER AGREEMENT DATED JANUARY 23, 1991, AS AMENDED BY AMENDMENT NO. 1 DATED MARCH 14, 1991 AND AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991 AND AMENDMENT NO. 3 DATED APRIL 29, 1992 AND AMENDMENT NO. 4 DATED DECEMBER 23, 1992 AND AMENDMENT NO. 5 DATED MARCH 24, 1994 ____ __, 1995 Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, California 94163 Ladies and Gentlemen: Reference is made to the Finder Agreement dated January 23, 1991 (the "Finder Agreement"), as amended by Amendment No. 1 thereto dated March 14, 1991 ("Amendment No. 1"), Amendment No. 2 thereto dated September 27, 1991 ("Amendment No. 2"), Amendment No. 3 thereto dated April 29, 1992 ("Amendment No. 3"), Amendment No. 4 thereto dated December 23, 1992 ("Amendment No. 4") and Amendment No. 5 thereto dated March 24, 1994 ("Amendment No. 5") each between Wells Fargo & Company, a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Finder"), with respect to the issuance and sale by the Company of its Medium-Term Notes described therein. The parties hereto acknowledge that (i) this Amendment No. 6 ("Amendment No. 6") shall relate only to the Company's Medium-Term Notes that are issued, or as to which offers to purchase have been accepted by the Company, on or after the date hereof; and (ii) the Company's Medium-Term Notes that have been issued and sold, or as to which offers to 1. purchase have been accepted by the Company, prior to the date hereof shall not be affected by this Amendment No. 6, but shall instead continue to be governed by the Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 or the Distribution Agreement dated ___________, 1995 between the Company and the Agents named therein, as the case may be. Terms not otherwise defined herein shall have the meanings ascribed to them in the Finder Agreement. With respect to the Medium-Term Notes issuable pursuant to this Amendment No. 6, references in the Finder Agreement to the "Agreement" shall be deemed to mean the Finder Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 thereto, and references therein to the date of the Agreement shall be deemed to be to the date of this Amendment No. 6 thereto. Additionally, references to the Senior Trustee or Subordinated Trustee, as the case may be, shall be deemed to refer to its authenticating agent if one has been appointed. The Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, is hereby further amended by the parties thereto as follows: 1. THE DOLLAR AMOUNT IN THE HEADING IS DELETED AND REPLACED WITH $2,500,000,000. 2. THE INTRODUCTORY PARAGRAPH BEGINNING ON PAGE 1 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3, AMENDMENT NO. 4, AND AMENDMENT NO. 5, IS DELETED AND REPLACED WITH THE FOLLOWING: Wells Fargo & Company, a Delaware corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $2,500,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) aggregate principal amount of its Medium-Term Notes due from Nine Months to Twelve Years from Date of Issue (the "Notes," which term shall include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the Company's Medium-Term Notes to be issued under an Indenture dated as of September 1, 1984 between the Company and Chemical Bank as successor trustee (the "Senior Trustee"), as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental Indenture dated as of January 23, 1991 (collectively, the "Senior Indenture"). The "Subordinated Notes" are the Company's Subordinated Medium-Term Notes, Series B, to be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between the Company and Marine Midland Bank 2. (the "Subordinated Trustee"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in one or more supplements to the Prospectus referred to below. The Senior Indenture and the Subordinated Indenture are sometimes herein referred to together as the "Indentures" or individually as an "Indenture," and the Senior Trustee and the Subordinated Trustee are sometimes herein referred to together as the "Trustees" or individually as a "Trustee." The Company shall designate at the time of such issuance whether the Notes to be issued are Senior Notes or Subordinated Notes. The Finder Agreement supersedes the agreement dated April 21, 1986. 2. SECTION 1.(A) BEGINNING ON PAGE 2 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3, AMENDMENT NO. 4, AND AMENDMENT NO. 5, IS DELETED AND REPLACED WITH THE FOLLOWING: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") registration statements on such Form (Registration Nos. 33-51227 and 33-_____), which registration statements, as amended (if applicable), have become effective, for the registration under the Act of the Notes. Such registration statements, including the exhibits thereto, as amended at the date of this Agreement, are hereinafter called the "Registration Statements." The Registration Statements, as amended at the date of this Agreement, meet the requirements set forth in Rule 415(a)(1)(x) under the Act and comply in all other material respects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b)(3) under the Act, supplements to the prospectus and prospectus supplement relating to the Notes transmitted for filing with the Commission pursuant to Rule 424(b) under the Act which will describe certain terms of the Notes and, subject to Section 3(a), prior to any such filing will advise the Finder of all further information (financial and other) with respect to the Company to be set forth therein other than the specific terms of the Notes offered thereby. Such prospectus and prospectus supplement in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on _______ __, 1995, is herein called the "Prospectus." Any reference herein to the Registration Statements or Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Act or under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this Agreement, or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statements or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement or such 3. Prospectus, as the case may be, deemed to be incorporated therein by reference. 3. THE FIRST DOLLAR AMOUNT CONTAINED IN SECTION 4(b)(i)(C) ON PAGE 13 THEREOF, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3, AMENDMENT NO. 4 AND AMENDMENT NO. 5, IS DELETED AND REPLACED WITH $2,500,000,000 AND THE PARENTHETICAL PHRASE IN SUCH SECTION IS DELETED AND REPLACED WITH "(IN ADDITION TO [$437,250,000] AGGREGATE PRINCIPAL AMOUNT OF NOTES PREVIOUSLY AUTHORIZED FOR ISSUANCE)." If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, WELLS FARGO & COMPANY By: _______________________ Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WELLS FARGO BANK, NATIONAL ASSOCIATION By: __________________________ Title: By: __________________________ Title: 4. EX-4 5 EXHIBIT 4(l) WELLS FARGO & COMPANY FIXED RATE NOTE REGISTERED REGISTERED THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FDIC OR ANY OTHER FEDERAL AGENCY. UNLESS THIS SECURITY IS DESIGNATED BELOW AS "BOOK-ENTRY," THEN UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("THE DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE SECURITIES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR OTHER SUCH NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT MADE HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS THIS SECURITY IS DESIGNATED BELOW AS "BOOK-ENTRY," THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. NOTE NO.: __________________ REGISTERED HOLDER: ________________ CUSIP NO.: ____________________ PRINCIPAL AMOUNT U.S.$: ___________ FORM: / / Book-Entry / / Certificated INTEREST RATE: ___% per annum RANKING: / / Senior / / Subordinated TRADE DATE: _________________ ORIGINAL ISSUANCE DATE: _____ ISSUE PRICE: ________________ STATED MATURITY: ____________ SELLING AGENT'S DISCOUNT OR COMMISSION: ________% REGULAR RECORD DATES: _______ NET PROCEEDS TO ISSUER: $____________ INTEREST PAYMENT DATES: ______ REDEMPTION: / / The Note cannot be redeemed prior to maturity / / The Note may be redeemed prior to maturity Earliest Redemption Date: _____________ Initial Redemption Price: _______% Annual Redemption Price Reduction: ___% Sinking Fund Redemption Dates: ________ Sinking Fund Amounts: _______ REPAYMENT: / / The Note cannot be repaid prior to maturity / / The Note may be repaid prior to maturity at the option of the holder of the Note Repayment Date(s): _______ Repayment Price: _________% DISCOUNT NOTE: / / Yes / / No Total Amount of OID: _________ Yield to Maturity: ___________ Initial Accrual Period: ______ OTHER PROVISIONS: WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the "Company," which term includes any successor corporation under the Indenture (as defined below)), for value received, hereby promises to pay to the registered holder named above or registered assigns, the principal amount specified above (the "Principal Amount") on the Stated Maturity specified above (the "Stated Maturity") (unless earlier redeemed or repaid) and to pay the registered holder hereof as hereinafter provided interest on said Principal Amount at the per annum Interest Rate specified above until said principal sum has been paid or made available for payment. Interest on this Security will accrue from the Original Issuance Date specified above (the "Original Issuance Date") or, if later, from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and will be payable on each Interest Payment Date and on the Stated Maturity and on any earlier Redemption Dates or Repayment Dates (as defined below) (but only as to the principal due on such earlier dates); provided, however, that if the Original Issuance Date falls between a Regular Record Date (as defined below) and an Interest Payment Date, the first payment of interest will be made on the Interest Payment Date following the next succeeding Regular Record Date. The "Interest Payment Dates" for any regular payment of interest shall be, unless otherwise specified above, each April 1, October 1 and the date fixed for redemption pursuant to the Indenture (as defined below) (the "Redemption Date"), the Repayment Date (as defined above) and the Stated Maturity. The "Regular Record Dates" for any regular payment of interest on any Interest Payment Date shall be, unless otherwise specified above, the March 15 or September 15, as the case may be (whether or not a Business Day), next preceding such Interest Payment Date. The interest so payable on this Security, and punctually paid of duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the person in whose name this Security (or one or more predecessor Securities in exchange for or upon transfer of which this Security was issued between the Regular Record Date for payment of such interest and the Interest Payment Date), is registered at the close of business on the Regular Record Date for payment of such interest; provided, however, that interest payable on this Security at the Stated Maturity or upon earlier redemption or repayment, if applicable, shall be paid to the person to whom the principal is paid. Interest on this Security shall be calculated on the basis of a 360-day year of twelve 30-day months. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder hereof on such Regular Record Date and shall be paid to the person in whose name this Security (or one or more predecessor Securities, in exchange for or upon transfer of which this Security was issued between the record date for the payment of such defaulted interest and the date fixed for the payment of such defaulted interest) is registered at the close of business on the record date for the payment of such defaulted interest. The record date for the payment of defaulted interest shall be the fifth day next preceding the date fixed by the Company for the payment of the defaulted interest, established by notice given by first-class mail to the holder of this Security not less than 10 days preceding such record date, or if such fifth day is not a Business Day, the Business Day next preceding such fifth day. This Security may be presented for the payment of principal and premium, if any, and interest payable at the Stated Maturity or at any earlier Redemption Date or Repayment Date at the offices or agencies of the Company maintained for such purposes in San Francisco and New York City, in immediately available funds and in such coin or currency of the United States 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 on this Security may be made by United States dollar check mailed on the applicable Interest Payment Date to the address of the person entitled thereto as such address shall appear in the Register. The Company may also appoint additional paying agents. For interest payments on a Security of U.S. $5,000,000 dollars or more in principal amount, the holder of such Security may elect at any time to have payment made in immediately available funds; where the principal of the Security is less than U.S. $5,000,000 dollars, payment will be made in immediately available funds only if agreed to on a case-by-case basis by the Company. Interest payments on Securities shall not be made in immediately available funds unless written instructions have been presented to the Trustee (as defined below) (or any other paying agent duly appointed) at least 15 days prior to the relevant Regular Record Date. 2. Notwithstanding the provisions of the immediately preceding paragraph, if this Security is designated on the face hereof as "Book-Entry," then so long as this Security is registered in the name of The Depositary Trust Company (the "Depositary," which term includes any successor depositary) or a nominee of the Depositary, (A) payment of the principal of, premium, if any, and interest on this Security due at Stated Maturity or any earlier Redemption Date or Repayment Date will be made by wire transfer of immediately available funds upon presentation and surrender of this Security to the Trustee at its office in San Francisco or to the designated office of any additional paying agent; provided that this Security is presented to the Trustee or other such paying agent in time for it to make such payment in accordance with its normal procedures; and (B) payments of interest on this Security (other than at Stated Maturity or at any earlier Redemption Date or Repayment Date), will be made by wire transfer to such account as has been appropriately designated to the Trustee or other paying agent by the person entitled to such payments (and, if such person is the Depositary or a nominee of the Depositary, such payments of interest will be made in accordance with the Depositary's customary practices). This Security is one of a duly authorized issuance of Securities of the Company (as defined on the reverse hereof), which have been issued under and are governed by the terms of (i) if this Security is designated above as "Senior," an indenture dated as of September 1, 1984, as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987, and the Third Supplemental Indenture dated as of January 23, 1991 between the Company and Chemical Bank, as successor Trustee, (the "Medium-Term Notes") or (ii) if this Security is designated above as "Subordinated," an indenture dated, as of December 10, 1992 between the Company and Marine Midland Bank, as Trustee (the "Medium-Term Notes, Series B") (the relevant indenture is herein called the "Indenture" and the relevant Trustee is called the "Trustee," which term includes any successor trustee under the Indenture). If this Security is designated above as "Subordinated," then the indebtedness of the Company evidenced by this Security, including the principal thereof and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness of the Company and each holder of a Security of this series, by acceptance thereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. If this Security is designated above as "Subordinated," then (i) payment of principal may be accelerated only in the case of certain events of bankruptcy, insolvency or reorganization of the Company or of Wells Fargo Bank, National Association and (ii) there is no right of acceleration in the case of a default in the performance of any covenant, including a default in the payment of interest or principal. The provisions of this Security are continued on the reverse hereof and the provisions there set forth shall for all purposes have the same effect as though fully set forth at this place. References herein to "this Security", "hereof", "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified under "Other Provisions" above. Any provision contained herein with respect to the calculation of the rate of interest applicable to this Security, its payment dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its, or its Authenticating Agent's, authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 3. IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this instrument to be signed manually or in facsimile, by its Chairman of the Board or its President or a Vice President and by its Secretary or an Assistant Secretary and a facsimile of its corporate seal to be imprinted thereon. DATED: WELLS FARGO & COMPANY [Corporate Seal] By __________________ Chairman By __________________ Secretary Attest: ___________________ Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities, of the series designated herein, referred to in the within-mentioned Indenture. [if this Security is designated above as "Senior":] CHEMICAL BANK, or CHEMICAL TRUST COMPANY as Trustee OF CALIFORNIA, as Authenticating Agent for the Trustee By _______________________ By ___________________________ Authorized Officer Authorized Officer [if this Security is designated above as "Subordinated":] MARINE MIDLAND BANK, or CHEMICAL BANK, or CHEMICAL TRUST COMPANY as Trustee as Authenticating Agent OF CALIFORNIA, as for the Trustee Authenticating Agent for the Trustee By:__________________ By:__________________ By:___________________ Authorized Officer Authorized Officer Authorized Officer 4. Reverse of Note WELLS FARGO & COMPANY MEDIUM-TERM NOTE If this Security is designated above as "Senior," it is one of a duly authorized issuance of securities of the Company designated as its Medium-Term Notes. If this Security is designated above as "Subordinated," it is one of a duly authorized issuance of securities of the Company designated as its Subordinated Medium-Term Notes, Series B (the Medium-Term Notes or the Subordinated Medium-Term Notes, Series B, as the case may be, are hereinafter referred to as the "Securities"). The Securities will be issued only in registered form in denominations of $1,000 and integral multiples of $1,000 in excess thereof. If so indicated on the face hereof, this Security may be redeemed at the option of the Company prior to its Stated Maturity. This Security may not be redeemed before the earliest redemption date, if any, stated on the face hereof (the "Earliest Redemption Date"). If no Earliest Redemption Date is indicated hereon, this Security is not redeemable at the option of the Company prior to the Stated Maturity hereof. On and after the Earliest Redemption Date specified on the face hereof, if any, this Security may be redeemed at the option of the Company as a whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000) at the applicable Redemption Price. The "Redemption Price" shall initially be the Initial Redemption Price set forth on the face hereof and shall decline, at each anniversary of the Earliest Redemption Date, to an amount equal to the prior Redemption Price less the Annual Redemption Price Reduction indicated on the face hereof, or if no Initial Redemption Price is indicated on the face hereof, at 100% of the principal amount to be redeemed, in each case together with accrued interest to the Redemption Date. The Company shall redeem the principal amount of this Security set forth on the face hereof ("Sinking Fund Amount") on each of the sinking fund redemption dates, if any, set forth on the face hereof ("Sinking Fund Redemption Dates") together with accrued interest to the applicable Sinking Fund Redemption Date. If no Sinking Fund Amount is set forth on the face hereof, the Company shall not have any obligation to redeem this Security before its Stated Maturity. The Company may reduce the Sinking Fund Amount to be redeemed on any Sinking Fund Redemption Date by subtracting 100% of the principal amount (excluding premium) of any Security owned by the Company and surrendered to the Trustee for cancellation or that the Company has redeemed or repaid other than pursuant to the second preceding sentence, in each case on or before the applicable Sinking Fund Redemption Date. The Company may so credit the same principal amount of the Security only once. Notice of any redemption pursuant to this paragraph will be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed for redemption as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series, of like tenor and terms and in authorized denominations, for unredeemed portion hereof will be issued in the name of the registered holder hereof upon the cancellation hereof. In case of redemption at the option of the Company of less than all of the Securities of this series at the time outstanding the Company may, by written notice to the Trustee, direct that the Securities of such series to be redeemed shall be selected from among groups of such Securities having specified tenor or terms, and the Trustee shall thereafter select the particular Securities to be redeemed in such manner as the Trustee deems fair, as provided in the Indenture. As used herein, the term "Redemption Date" means any Sinking Fund Redemption Date and any date fixed for redemption of all or any of the Securities at the option of the Company. This Security is subject to repayment in whole or in part in any whole multiple of $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000) on the Repayment Dates set forth on the face hereof at the option of the holder hereof, at a price (the "Repayment Price") set forth on the face hereof or if no Repayment Price is so set forth, at 100% of the principal amount, in each case together 5. with interest payable to the date of repayment. To be repaid at the option of the holder this Security must be received, with the form at the foot of this Security titled "Option to Elect Repayment" duly completed, by the Company at any office or agency of the Company maintained for the payment of principal and interest, transfer and exchange in the City and County of San Francisco, State of California, or in the Borough of Manhattan, the City of New York, State of New York (or at such additional addresses of which the Company shall notify the holders of the Securities of this series) not less than 15 nor more than 45 days prior to the date of repayment. Effective exercise of the repayment option by the holder of this Security be irrevocable. In any case where any Repayment Dates set forth on the face hereof is not a Business Day (notwithstanding any other provision of the Indenture of the Securities of this series) then payment of the Repayment Price and interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and, if such payment is so made, no interest shall accrue for the period from and after such Repayment Date. If no Repayment Dates are indicated on the face hereof, this Security is not subject to repayment at the option of the holder. Upon surrender of this Security for repayment in accordance with the provisions set forth above, this Security (or portion thereof surrendered for repayment) shall, on the Repayment Date, become due and payable at the Repayment Price, together with accrued interest to the Repayment Date, and the Company shall pay such amounts on the Repayment Date. In the event of repayment of this Security in part only, a new Security or Securities of this series, of like tenor and terms and in authorized denominations, for the unrepaid portion hereof will be issued in the name of the registered holder hereof upon the cancellation hereof. (A) If this Security is designated above as "Senior," in case an Event of Default with respect to the Securities of this series, as defined in the Senior Indenture, or (B) if this Security is designated above as "Subordinated," in case of certain events of bankruptcy, insolvency or reorganization of the Company or Wells Fargo Bank, National Association, shall have occurred and be continuing, then in either such case the principal of all of the Securities of this series, together with accrued interest, may be declared, and upon such declaration shall become due and payable, in the manner with the effect and subject to the conditions provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Securities of the series (such series or all series voting as one class, if more than one series are so entitled), as were entitled to declare such Event of Default, then outstanding (determined for any series of Securities as in the Indenture provided). It is also provided in the Indenture that the holders of a majority in principal amount of the Securities of all series as to which a default has occurred (all series voting as one class) at the time outstanding (determined for any series of securities as in the Indenture provided) may, on behalf of the holders of all of the Securities of such series, waive any past default in respect of such Securities under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of such Securities or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each Security so affected and except as otherwise provided therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66-2/3% in principal amount of the Securities of all series at the time outstanding (determined for any series of Securities and evidenced as in the Indenture provided) so affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities, or reduce the rate or extend the time of payment of interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum or maximum rate of interest thereon or reduce any amount payable 6. upon redemption or repayment thereof, or make the principal thereof or interest thereon or any overdue principal amount payable in any coin or currency other than that therein prescribed, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then outstanding. The Indenture also contains a provision permitting the holders of a majority in principal amount of all of the Securities of all series affected (all series voting as one class) at the time outstanding (determined for any series of Securities and evidenced as in the Indenture provided) to waive compliance with any covenant or condition contained in the Indenture before the time for such compliance. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Security, or for any liability based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company, or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The transfer of this Security is registrable by the registered owner hereof in person or by his attorney duly authorized in writing at the office of the Company or at the office of any registrar of the Securities or any transfer agent designated by the Company for such purpose. Subject to the terms of the Indenture, upon payment of a sum sufficient to reimburse the Company for any tax or other governmental charge incident to transfer, and upon surrender of this Security upon any such registration of transfer, a new Security or Securities of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange hereof. Prior to due presentation of this Security for registration of transfer, the Company, the Trustee, the Authenticating Agent, if any, and any agent of the Company or the Trustee may treat the person in whose name this Security shall be registered upon the Register as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof (and premium, if any) and, subject to the provisions on the face hereof, interest due hereon and for all other purposes, and neither the Company, the Trustee, the Authenticating Agent, if any, nor any agent of the Company or the Trustee shall be affected by any notice or knowledge to the contrary. As set forth in, and subject to, the provisions of the Indenture, no holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the holders of not less than 25% in aggregate principal amount of the outstanding Securities (considered as one class) shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding Securities a direction inconsistent with such request and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the registered holder hereof for the enforcement of payment of the principal of (and premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or provide for the payment of the principal of (and premium, if any) and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed. 7. If this Security is designated on its face hereof as "Senior," then this Security will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. If this Security is designated on the face hereof as "Subordinated," then the indebtedness of the Company evidenced by this Security is, to the extent and in the manner set forth in the Indenture, subordinated and junior in right of payment to its obligations to holders of Senior Indebtedness of the Company. Terms used herein and not otherwise defined herein, which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. By acceptance of this Security, the holder hereof agrees to be bound by the provisions of the Indenture. This Security shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be construed in accordance with the laws of said State. 8. ----------------------- OPTION TO ELECT REPAYMENT The undersigned hereby requests and irrevocably instructs the Company to repay the within Security on the first Repayment Date set forth on the face hereof occurring not less than 15 nor more than 45 days after the date of receipt of the within Security by the Company at an office or agency of the Company maintained for the payment of principal and interest, transfer and exchange in the City and County of San Francisco, State of California or in the Borough of Manhattan, The City of New York, State of New York (or at such other addresses of which the Company shall notify the registered holders of the Securities of this series). ( ) In whole ( ) In part equal to $___________________________ must be a whole multiple of $1,000; remaining principal amount must be at least $1,000) at a price equal to the Repayment Price set forth on the face hereof, or if no Repayment Price is so set forth, at 100% of the principal amount, in each case, together with interest accrued to the date of repayment. Signature NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement or any change whatever. Please print or type name and address: ______________________________________ ______________________________________ ______________________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or other entifying number of assignee: ______________________________________ ______________________________________________________________________________ (Name and Address of Assignee, including zip code, must be printed or typewritten) 9 ______________________________________________________________________________ the within Note, and all rights thereunder, hereby irrevocable constituting and appointing _____________________Attorney to transfer said Note on the Security Register of the Company, with full power of substitution in the premises. Dated: _____________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. 10. EX-4 6 Exhibit 4(m) WELLS FARGO & COMPANY FLOATING RATE NOTE REGISTERED REGISTERED THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FDIC OR ANY OTHER FEDERAL AGENCY. UNLESS THIS CERTIFICATE IS DESIGNATED BELOW AS "BOOK-ENTRY," THEN UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("THE DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE NOTES) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR OTHER SUCH NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT MADE HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS THIS CERTIFICATE IS DESIGNATED BELOW AS "BOOK-ENTRY," THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. NOTE NUMBER: __________ CUSIP NO.: __________ PRINCIPAL AMOUNT: U.S.$__________ TRADE DATE: __________ ORIGINAL ISSUANCE DATE: __________ STATED MATURITY: __________ ISSUE PRICE: __________ INITIAL INTEREST RATE: __________% REGULAR RECORD DATES: __________ SELLING AGENT'S DISCOUNT OR COMMISSION: __________% INTEREST PAYMENT DATES: __________ REGISTERED HOLDER: __________ NET PROCEEDS TO ISSUER: $__________
INTEREST RATE BASIS: INDEX MONTHLY: INTEREST PAYMENT PERIOD: / / Commercial Paper Rate / / Daily / / 5 Year / / Monthly / / LIBOR Telerate (Unless LIBOR / / 1 Month / / 7 Year / / Quarterly Reuters is designated below) / / 3 Months / / 10 Year / / Semi-annually / / LIBOR Reuters / / 6 Months / / 20 Year / / Annually / / Treasury Rate / / 2 Year / / Other / / CD Rate / / 3 Year / / CMT Rate (Telerate Page 7052-Week SPREAD: +/- ________________ Basis Points Unless otherwise designated below) and/or SPREAD MULTIPLIER:_______________% / / Telerate Page 7052-Month / / Telerate Page 7055 MAXIMUM INTEREST RATE: __________% MAXIMUM INTEREST RATE: __________% / / Federal Funds Effective Rate / / 11th Dist. Cost of Funds Rate FIRST INTEREST RESET DATE:________ / / Other (see attached)
INTEREST RESET FREQUENCY: / / Daily / / Weekly / / Monthly / / Quarterly / / Semi-annually during the / / Annually during the months of ________ and ________ month of __________
REDEMPTION: REPAYMENT: / / The Note cannot be redeemed prior to maturity The Note cannot be repaid prior to maturity / / The Note may be redeemed prior to maturity The Note may be repaid prior to maturity Earliest Redemption Date:___________________ at the option of the holder of the Note Initial Redemption Price____________________% Annual Redemption Price Reduction:__________% Repayment Date(s):_____________ Sinking Fund Redemption Dates:______________% Repayment Price:_______________% Sinking Fund Amount:________________________
DISCOUNT NOTE: / / Yes / / No RANKING: FORM: Total Mount of OID: __________ Yield to Maturity: __________ / / Senior / / Book Entry / / Subordinated / / Certificated Initial Accrual Period: __________ OTHER PROVISIONS: __________
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the "Company" which term includes any successor corporation under the Indenture (as defined below)), for value received, hereby promises to pay to the registered holder named above or registered assigns, the principal amount specified above (the "Principal Amount") on the Stated Maturity specified above (the "Stated Maturity") (unless earlier redeemed or repaid) and to pay to the registered holder hereof as hereinafter provided interest on said Principal Amount at the per annum initial interest rate specified above (the "Initial Interest Rate") until the first Interest Reset Date (as defined below) specified above following the date of original issuance of this Security (the "Original Issuance Date") specified above and thereafter at a rate determined in accordance with the provisions on the reverse hereof under the heading "Determination of Commercial Paper Rate," "Determination of Prime Rate," "Determination of LIBOR," "Determination of Treasury Rate," "Determination of Certificate of Deposit Rate," "Determination of CMT Rate," "Determination of Federal Funds Effective Rate," or "Determination of Eleventh District Cost of Funds Rate" below, depending upon whether the Interest Rate Basis (the "Interest Rate Basis") specified above is Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, Certificate of Deposit Rate ("CD Rate"), CMT Rate, Federal Funds Effective Rate, or Eleventh District Cost of Funds Rate, which rate may be adjusted by adding or subtracting the Spread and/or by multiplying the Spread Multiplier (as such terms are defined below) depending on whether a Spread or Spread Multiplier is designated above, until the principal hereof is paid or duly made available for payment. The "Spread," if any, is the number of basis points designated above, and the "Spread Multiplier," if any, is the percentage designated above. Interest will accrue from the Original Issuance Date or from the most recent Interest Payment Date (as defined on the reverse hereof) to which interest has been paid or duly provided for. The Company will pay interest monthly, quarterly, semiannually or annually, as specified above under "Interest Payment Period," commencing with the first Interest Payment Date specified above next succeeding the Original Issuance Date, thereafter on the Interest Payment Dates (as defined below) specified above and on the Stated Maturity and on any earlier Redemption Dates or Repayment Dates (but only as to the principal due on such earlier dates); provided, however, that if the Original Issuance Date falls between a Regular Record Date and an Interest Payment Date, the first payment of interest will be made on the Interest Payment Date following the next succeeding Regular Record Date. The "Regular Record Date" shall be 15 calendar days prior to each Interest Payment Date, whether or not such date shall be a Business Day. The rate of interest payable on this Security shall be reset daily, weekly, monthly, quarterly, semiannually or annually, as specified above under "Interest Reset Frequency". The interest so payable on this Security, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the person in whose name this Security (or one or more predecessor Securities in exchange for or upon transfer of which this Security was issued between the Regular Record Date for payment of such interest and the Interest Payment Date), is registered at the close of business on the Regular Record Date for payment of such interest; provided, however, that interest payable on this Security at the Stated Maturity or upon earlier redemption or repayment, if applicable, shall be paid to the person to whom the principal is paid. Interest shall be calculated on the basis of actual days elapsed and a year of 360 days, except that interest for Treasury Rate Securities and CMT Rate Securities will be calculated on the basis of the actual number of days in the year. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown above, and in no event be greater than the maximum interest rate permitted by applicable law. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder hereof on such Regular Record Date and shall be paid to the person in whose name this Security (or one or more predecessor Securities, in exchange for or upon transfer of which this Security was issued between the record date for the payment of such defaulted interest and the date fixed for the payment of such defaulted interest) is registered at the close of business on the record date for the payment of such defaulted interest. The record date for the payment of defaulted interest shall be the fifth day next preceding the date fixed by the Company for the payment of the defaulted interest, established by notice given by first-class mail to the holder of this Security not less than 10 days preceding such record date, or if such fifth day is not a Business Day (as defined below), the Business Day next preceding such fifth day. The term "Business Day" shall mean (a) with respect to any Security, any day which is not a Saturday or Sunday and which, in the City of San Francisco or in the City of New York, is neither a legal holiday nor a day on which banking institutions are authorized by law or regulation to close, and (b) with respect to LIBOR Securities only, any such day on which dealings in deposits in U.S. dollars are transacted in the London interbank market (a "London Business Day"). 2. This Security may be presented for the payment of principal and premium, if any, and interest payable at the Stated Maturity or at any earlier Redemption Date or Repayment Date at the offices or agencies of the Company maintained for such purposes in San Francisco and New York City, in immediately available funds and in such coin or currency of the United States 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 on this Security may be made by United States dollar check mailed on the applicable Interest Payment Date to the address of the person entitled thereto as such address shall appear in the Register. The Company may also appoint additional paying agents. For interest payments on a Security of U.S. $5,000,000 or more in principal amount, the holder of such Security may elect at any time to have payment made in immediately available funds; where the principal of the Security is less than U.S. $5,000,000, payment will be made in immediately available funds only if agreed to on a case-by-case basis by the Company. Interest payments on Securities shall not be made in immediately available funds unless written instructions have been presented to the Trustee (or any other paying agent duly appointed) at least 15 days prior to the relevant Regular Record Date. Notwithstanding the provisions of the immediately preceding paragraph, if this Security is designated on the face hereof as "Book-Entry," then so long as this Security is registered in the name of The Depository Trust Company (the "Depositary," which term includes any successor depositary) or a nominee of the Depositary, (A) payment of the principal of, premium, if any, and interest on this Security due at Stated Maturity or any earlier Redemption Date or Repayment Date will be made by wire transfer of immediately available funds upon presentation and surrender of this Security to the Trustee or to the designated office of any additional paying agent; provided that this Security is presented to the Trustee or other such paying agent in time for it to make such payment in accordance with its normal procedures; and (B) payments of interest on this Security (other than at Stated Maturity or at any earlier Redemption Date or Repayment Date), will be made by wire transfer to such account as has been appropriately designated to the Trustee or other paying agent by the person entitled to such payments (and, if such person is the Depositary or a nominee of the Depositary, such payments of interest will be made in accordance with the Depositary's customary practices). This Security is one of a duly authorized issuance of Securities (as defined on the reverse hereof) of the Company which have been issued under and are governed by the terms of (i) if this Security is designated above as "Senior," an indenture dated as of September 1, 1984, as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987, and the Third Supplemental Indenture dated as of January 23, 1991 between the Company and Chemical Bank, as successor Trustee (the "Medium-Term Notes") or (ii) if this Security is designated above as "Subordinated," an indenture dated as of December 10, 1992 between the Company and Marine Midland Bank, as Trustee (the "Medium-Term Notes, Series B") (the relevant indenture is herein called the "Indenture" and the relevant trustee is hereinafter called "Trustee," which term includes any successor trustee under the Indenture). If this Security is designated above as "Subordinated," then the indebtedness of the Company evidenced by this Security, including the principal thereof and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness of the Company and each holder of a Security of this series, by acceptance thereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. If this Security is designated above as "Subordinated," then (i) payment of principal may be accelerated only in the case of certain events of bankruptcy, insolvency or reorganization of the Company or of Wells Fargo Bank, National Association and ii) there is no right of acceleration in the case of a default in the performance of any covenant, including a default in the payment of interest or principal. The provisions of this Security are continued on the reverse hereof and the provisions thereof set forth shall for all purposes have the same effect as though fully set forth at this place. References herein to "this Security," "hereof," "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified under "Other Provisions" above. 3. Any provision contained herein with respect to the calculation of the rate of interest applicable to this Security, its payment dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its, or its Authenticating Agent's, authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this instrument to be signed manually or in facsimile, by its Chairman of the Board or its President or a Vice President and by its Secretary or an Assistant Secretary and a facsimile of its corporate seal to be imprinted thereof DATED: WELLS FARGO & COMPANY [Corporate Seal] By___________________ Chairman By___________________ Attest: Secretary _____________________ Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities, of the series designated herein, referred to in the within-mentioned Indenture. [if this Security is designated above as "Senior":] CHEMICAL BANK, or CHEMICAL TRUST COMPANY as Trustee OF CALIFORNIA, as Authenticating Agent for the Trustee By__________________ By__________________ Authorized Officer Authorized Officer [if this Security is designated above as "Subordinated":] MARINE MIDLAND BANK, or CHEMICAL BANK, or as Trustee as Authenticating Agent for the Trustee By__________________ By__________________ Authorized Officer Authorized Officer CHEMICAL TRUST COMPANY OF CALIFORNIA, as Authenticating Agent for the Trustee By:__________________ Authorized Officer 4. Reverse of Note WELLS FARGO & COMPANY MEDIUM-TERM NOTE If this Security is designated above as "Senior," it is one of a duly authorized issuance of securities of the Company designated as its Medium-Term Notes. If this Security is designated above as "Subordinated," it is one of a duly authorized issuance of securities of the Company designated as its Subordinated Medium-Term Notes, Series B (the Medium-Term Notes or the Subordinated Medium-Term Notes, Series B, as the case may be, are hereinafter referred to as the "Securities"). This Security shall be issuable only in fully registered form in denominations of $1,000 and integral multiples of $1,000 in excess thereof. If so indicated on the face hereof, this Security may be redeemed at the option of the Company prior to its Stated Maturity. This Security may not be redeemed before the earliest redemption date, if any, stated on the face hereof (the "Earliest Redemption Date"). If no Earliest Redemption Date is indicated on the face hereof, this Security is not redeemable at the option of the Company prior to the Stated Maturity hereof. On or after the Earliest Redemption Date as specified on the face hereof, if any, this Security may be redeemed at the option of the Company as a whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000) at the applicable Redemption Price. The "Redemption Price" shall initially be the Initial Redemption Price set forth on the face hereof and shall decline, at each anniversary of the Earliest Redemption Date, to an amount equal to the prior Redemption Price less the Annual Redemption Price Reduction indicated on the face hereof, or if no Initial Redemption Price is indicated on the face hereof, at 100% of the Principal Amount to be redeemed, in each case together with accrued interest to the Redemption Date. This Company shall redeem the principal amount of this Security set forth on the face hereof ("Sinking Fund Amount") on each of the sinking fund redemption dates, if any, set forth on the face hereof ("Sinking Fund Redemption Dates") together with accrued interest applicable to the Sinking Fund Redemption Date. If no Sinking Fund Amount is set forth on the face hereof, the Company shall not have any obligation to redeem this Security before its Stated Maturity. The Company may reduce the Sinking Fund Amount to be redeemed on any Sinking Fund Redemption Date by subtracting 100% of the principal amount (excluding premium) of any Security owned by the Company and surrendered to the Trustee for cancellation of which the Company becomes the beneficial owner and has so notified the Trustee on or before the applicable Sinking Fund Redemption Date or that the Company has redeemed or repaid other than pursuant to the second preceding sentence, in each case on or before the applicable Sinking Fund Redemption Date. The Company may so credit the same principal amount of the Security only once. Notice of any redemption pursuant to this paragraph will be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed for redemption as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series, of like tenor and terms and in authorized denominations, for the unredeemed portion hereof will be issued in the name of the registered holder hereof upon the cancellation hereof. In case of redemption at the option of the Company of less than all of the Securities of this series at the time outstanding the Company may, by written notice to the Trustee, direct that Securities of such series to be redeemed shall be selected from among groups of such Securities having specified tenor or terms, and the Trustee shall thereafter select the particular Securities to be redeemed in such manner as the Trustee deems fair, as provided in the Indenture. As used herein, the term "Redemption Date" means any Sinking Fund Redemption Date and any date fixed for redemption of all or any of the Securities at the option of the Company. This Security is subject to repayment in whole or in part in any whole multiple of $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000) on the Repayment Dates set forth on the face hereof at the option of the holder hereof, at a price (the "Repayment Price") set forth on the face hereof or if no Repayment Price is so set forth, at 100% of the principal amount, in each case together with interest payable to the date of repayment. To be repaid at the option of the holder this Security must be received, with the form at the foot of this Security titled "Option to Elect Repayment" duly completed, by the Company at any office or agency of the Company maintained for the payment of principal and interest, transfer and exchange 5. in the City and County of San Francisco, State of California, or in the Borough of Manhattan, the City of New York, State of New York (or at such additional addresses of which the Company shall notify the holders of the Securities of this series), not less than 15 nor more than 45 days prior to the date of repayment. Effective exercise of the repayment option by the holder of this Security shall be irrevocable. In any case where any Repayment Date set forth on the face hereof is not a Business Day (notwithstanding any other provision of the Indenture or the Securities of this series) then payment of the Repayment Price and interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and, if such payment is so made, no interest shall accrue for the period from and after such Repayment Date. If no Repayment Date is indicated hereon, this Security is not subject to repayment at the option of the holder. Upon surrender of this Security for repayment in accordance with the provisions set forth above, this Security (or portion thereof surrendered for repayment) shall, on the Repayment Date, become due and payable at the Repayment Price, together with accrued interest to the Repayment Date, and the Company shall pay such amounts on the Repayment Date. In the event of repayment of this Security in part only, a new Security or Securities of this series, of like tenor and terms and in authorized denominations, for the unrepaid portion hereof will be issued in the name of the registered holder hereof upon the cancellation hereof. Commencing with the First Interest Reset Date specified on the face hereof, the rate at which interest on this Security is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown on the face hereof under "Interest Reset Frequency." Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it relates but not including the next succeeding Interest Reset Date. Subject to applicable provisions of law and except as specified herein, on each Interest Reset Date, the rate of interest on this Security shall be the rate determined in accordance with the provisions of the applicable heading below. The Interest Reset Dates will be, in the case of Securities which reset daily, each Business Day, in the case of Securities (other than Treasury Rate Securities) which reset weekly, the Wednesday of each week; in the case of Treasury Rate Securities which reset weekly, the Tuesday of each week (except as set forth in the last sentence of the next succeeding paragraph below); in the case of Securities which reset monthly (other than the Eleventh District Cost of Funds Rate Securities), the third Wednesday of each month; or, in the case of Eleventh District Cost of Funds Rate Securities, all of which reset monthly; the first calendar day of each month in the case of Securities which reset quarterly, the third Wednesday of March, June, September and December; in the case of Securities which reset semi-annually, the third Wednesday of two months of each year that are six months apart, as specified on the face hereof under "Interest Rate Frequency"; and in the case of Securities which reset annually, the third Wednesday of one month of each year, as specified on the face hereof; provided, however, that the interest rate in effect from the date of issuance to the first Interest Reset Date with respect to a Security will be the Initial Interest Rate indicated on the face thereof. If any Interest Reset Date for any Security would otherwise be a day that is not a Business Day for such Security, the Interest Reset Date for such Security shall be postponed to the next day that is a Business Day for such Security, except that in the case of a LIBOR Security, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The Interest Determination Date pertaining to an Interest Reset Date for (a) a Commercial Paper Rate Security (the "Commercial Paper Interest Determination Date"), (b) a Prime Rate Security (the "Prime Rate Interest Determination Date"), (c) a CD Rate Security (the "CD Rate Interest Determination Date"), (d) a CMT Rate Security (the "CMT Rate Interest Determination Date"), and (e) a Federal Funds Rate Security (the "Federal Funds Interest Determination Date") will be the second Business Day preceding the Interest Reset Date with respect to such Security. The Interest Determination Date pertaining to an Interest Reset Date for an Eleventh District Cost of Funds Rate Security (the "Eleventh District Cost of Funds Rate Interest Determination Date") will be the last working day of the month immediately preceding such Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as defined below under "Determination of Eleventh District Cost of Funds Rate"). The Interest Determination Date pertaining 6. to an Interest Reset Date for a LIBOR Security (the "LIBOR Interest Determination Date") will be the second London Business Day preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Security (the "Treasury Interest Determination Date") will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. If, as a result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Security, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. Unless otherwise indicated above, interest will be payable, in the case of Securities which reset daily, weekly, or monthly (except for Eleventh District Cost of Funds Rate Securities), on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year as specified on the face hereof; in the case of Eleventh District Cost of Funds Rate Securities, which reset monthly, on the first Business Day of each month or the first Business Day of March, June, September and December as specified above; in the case of Securities which reset quarterly, on the third Wednesday of March, June, September and December of each year; in the case of Securities which reset semi-annually, on the third Wednesday of the two months of each year specified on the face hereof; and in the case of Securities which reset annually, on the third Wednesday of the month specified on the face hereof (each an "Interest Payment Date"), and in each case, at any Redemption Date or Repayment Date and Stated Maturity. If an Interest Payment Date with respect to any Security (other than an Interest Payment Date that falls on a Redemption Date or a Repayment Date with respect to the principal amount due and payable on such date, and other than an Interest Payment Date which falls on the Stated Maturity) would otherwise fall on a day that is not a Business Day with respect to such Security, the Interest Payment Date will be postponed to the following day that is a Business Day with respect to such Security, except that in the case of a LIBOR Security, if such Business Day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such LIBOR Security. Interest payments shall be for the amount of interest accrued to, but excluding, the Interest Payment Date. With respect to this Security, accrued interest from the Original Issuance Date or from the last date to which interest has been paid is calculated by multiplying the Principal Amount of this Security by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the Original Issuance Date, or from the last date to which interest has been paid, to the date for which accrued interest is being calculated. The interest factor (expressed as a decimal rounded upwards if five one- millionths or more of a percentage point and rounded downwards if less than five one-millionths of a percentage point, if necessary, to the next higher or lower, as the case may be, one hundred-thousandth of a percentage point (e.g., 9.876545% or .09876545 being rounded to 9.87655% or .0987655, respectively)) for each such day is computed by dividing the interest rate (expressed as a decimal rounded upwards if five one-millionths or more of a percentage point and downwards if less than five one-millionths of a percentage point, if necessary, to the next higher or lower, as the case may be, one hundred-thousandth of a percentage point) applicable to such date by 360, in the case of Commercial Paper Rate Securities, Prime Rate Securities, LIBOR Securities, CD Rate Securities, Federal Funds Rate Securities or Eleventh District Cost of Funds Rate Securities, or by the actual number of days in the year, in the case of CMT Rate Securities and Treasury Rate Securities. All dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards). Notwithstanding the foregoing, if this Security is designated above as having an Addendum attached, this Security shall bear interest in accordance with the terms described in such Addendum. Upon the request of the holder of any Security, the calculation agent as specified on the face hereof (the "Calculation Agent") will provide the interest rate then in effect, and, if different, the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to such Security. Unless otherwise specified on the face hereof, the "Interest Calculation Date," where applicable, pertaining to any Interest Determination Date will be the earlier of (a) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, 7. or (b) the Business Day preceding the applicable Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be. DETERMINATION OF COMMERCIAL PAPER RATE. The interest rate payable with respect to this Security shall be calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each Interest Determination Date specified on the face hereof, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper 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 "Commercial Paper." In the event that such rate is not published prior to 3:00 P.M., New York City time, on the Interest Calculation Date indicated hereon pertaining to such Interest Determination Date, as specified above, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Commercial Paper." If by 3:00 P.M., New York City time, on such Interest Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, the rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean (rounded to the nearest one hundred-thousand of a percent) of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent 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 rating agency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate then in effect on such Commercial Paper Interest Determination Date. "Money Market Yield" means a yield (expressed as a percentage rounded to the next higher one hundred-thousandth of a percentage point) calculated in accordance with the following formula: Money Market Yield = D x 360 ------------- x 100 360 - (D x M) where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and "M" refers to the actual number of days in the interest period for which interest is being calculated. DETERMINATION OF PRIME RATE. The interest rate payable with respect to this Security shall be calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "Prime Rate" means, with respect to each Interest Determination Date specified on the face hereof, the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 AM, New York City time, on the Interest Calculation Date pertaining to such Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appear on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rate as in effect for that Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen NYMF Page for the Prime Rate Interest Determination Date, the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three, or two if only two such rates are quoted, major money center banks in the City of New York selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company). If fewer than two such rates appear on the Reuters 8. Screen NYMF Page, the Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by three, or two if only two such rates are quoted, substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least U.S. $500,000,000 and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) to provide such rate or rates; provided, however, that if fewer than two such substitute banks or trust companies selected as aforesaid are quoting as mentioned in this sentence, the Prime Rate will remain the Prime Rate then in effect on such Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). DETERMINATION OF LIBOR. The interest rate payable with respect to this Security shall be calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "LIBOR" will be determined by the Calculation Agent in accordance with the following provisions: (i) With respect to each LIBOR Interest Determination Date specified on the face hereof, either, as specified on the face hereof: (a) the arithmetic mean of the offered rates for deposits in U.S. dollars for the period of the Index Maturity specified on the face hereof, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on the LIBOR Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second London Business Day immediately following that LIBOR Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 A.M., London time, on that LIBOR Interest Determination Date ("LIBOR Telerate"). Unless otherwise indicated on the face hereof, "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be determined as if LIBOR Telerate had been specified. If fewer than two offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear on the Reuters Screen LIBO Page, as described in (i)(a) above, or on which no rate appears on the Telerate Page 3750, as specified in (i)(b) above, as applicable, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated on the face hereof offered at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date by four major banks ("Reference Banks") in the London interbank market selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) to prime banks in the London interbank market commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of such quotations. If fewer than two quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the rates 9. quoted at approximately 11:00 A.M., New York City time, on such LIBOR Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) for loans in U.S. dollars to leading European banks having the specified Index Maturity designated on the face hereof commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR will be LIBOR then in effect on such LIBOR Interest Determination Date. DETERMINATION OF TREASURY RATE. The interest rate payable with respect to this Security shall be calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "Treasury Rate" means, with respect to each Interest Determination Date specified on the face hereof, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "U.S. Government Securities-Treasury Bills/Auction Average (Investment)" or, if not so published by 3:00 P.M., New York City time, on the Interest Calculation Date pertaining to such Interest Determination Date, as specified above, the auction average rate (expressed as a bond equivalent, rounded to the nearest one hundred-thousandth of a percentage point, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Interest Calculation Date, or if no such auction is held in that particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, rounded to the nearest one hundred-thousandth of a percentage point, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company), for the issuance of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate then in effect on such Interest Determination Date. DETERMINATION OF CERTIFICATE OF DEPOSIT RATE. The interest rate payable with respect to this Security shall be calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "CD Rate" means, with respect to each Interest Determination Date, the rate on such date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "CDs (Secondary Market)." In the event that such rate is not so published by 3:00 P.M., New York City time, on the Interest Calculation Date pertaining to such Interest Determination Date, as specified above, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Certificates of Deposit." If such rate is neither published in H.15(519) nor in Composite Quotations by 3:00 P.M., New York City time, on such Interest Calculation Date, the CD Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of 10:00 A.M., New York City time, on such Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity indicated hereon in a denomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect on such Interest Determination Date. 10. DETERMINATION OF CMT RATE. The interest rate payable with respect to this Security shall be calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "CMT Rate" means, with respect to each Interest Determination Date specified on the face hereof, the rate displayed on the Designated CMT Telerate Page under the caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . . Mondays Approximately 3:45 P.M., under the column for the Designated CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the rate for the week, or the month, as applicable, ended immediately preceding the week in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Interest Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such Treasury Constant Maturity rate for the Designated CMT Maturity Index as published in the relevant H.15(519). If such rate is no longer published, or if not published by 3:00 P.M., New York City time, on the related Interest Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will be such Treasury Constant Maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Interest Calculation Date, then the CMT Rate for the CMT Rate Interest Determination Date will be calculated by the Calculation Agent and be a yield to maturity, based on the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offer side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in the City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Note") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offer side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate Interest Determination Date of three Reference Dealers in the City of New York (from five such Reference Dealers selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company) and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the offer prices obtained and neither the highest nor lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity as described in the third preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. "Designated CMT Telerate Page" means the display on the Dow Jones Telerate Service on the page designated on the face hereof (or any other page as may replace such page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)), for the purpose of displaying Treasury 11. Constant Maturities as reported in H.15(519). If no such page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052 for the most recent week. "Designated CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, or 30 years) specified on the face hereof under "Index Maturity" with respect to which the CMT Rate will be calculated. If no such Index Maturity is specified on the face hereof, the Designated CMT Maturity Index shall be 2 years. DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE. The interest rate payable with respect to this Security shall be calculated with reference to the Federal Funds Effective Rate and the Spread and/or Spread Multiplier, if any, specified on the face hereof. "Federal Funds Effective Rate" means, with espect to each Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)." In the event that such rate is not so published by 3:00 P.M., New York City time, on the Interest Calculation Date pertaining to such Interest Determination Date, as specified above, the Federal Funds Effective Rate will be the rate on such Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate" If such rate is neither published in H.15(519) nor in Composite Quotations by 3:00 P.M., New York City time, on such Interest Calculation Date, the Federal Funds Effective Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point) of the rates as of 9:00 A.M., New York City time, on such Interest Determination Date of the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in the City of New York selected by the Calculation Agent (which, if other than the Company, shall be selected by the Calculation Agent after consultation with the Company); provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Effective Rate will be the Federal Funds Effective Rate in effect on such Interest Determination Date. DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. The interest rate payable with respect to this Security shall be calculated with reference to the Eleventh District Cost of Funds Rate and the Spread and/or Spread Multiplier, if any, specified above. "Eleventh District Cost of Funds Rate" means, with respect to any Eleventh District Cost of Funds Rate Interest Determination Date, the rate equal to the monthly weighted average cost of funds r the calendar month immediately preceding the month in which such Eleventh District Cost of Funds Rate Interest Determination Date Page 7058 (as defined below) as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate Interest Determination ate. If such rate does not appear on Telerate Page 7058 on any related Eleventh District Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh District Cost of Funds Rate Interest Determination Date shall be the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that was most recently announced (the "Index") by the FHLB of San Francisco as such cost of funds for the calendar month immediately preceding the date of such announcement. If the FHLB of San Francisco fails to announce such rate for the calendar month immediately preceding such Eleventh District Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds Rate determined as of such Eleventh District Cost of Funds Rate Interest Determination Date shall be the Eleventh District Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate Interest Determination Date. "Telerate Page 7058" means the display designated as page "7058" on the Dow Jones Telerate Service (or such other page as may replace the 7058 page on that service for the purpose of displaying the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District). The Calculation Agent shall calculate the interest rate and the amount of interest payable on this Security in accordance with the foregoing on or before each Interest Calculation Date. The Calculation Agent will, upon the request of the registered holder of this Security, provide the interest rate then in effect, and, if different, the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to this Security. 12. (A) If this Security is designated above as "Senior," in case an Event of Default with respect to this series, as defined in the Senior Indenture, or (B) if this Security is designated above as "Subordinated," in case of certain events of bankruptcy, insolvency or reorganization of the Company or Wells Fargo Bank, National Association, shall have occurred and be continuing, then in either such case the principal of all of the Securities of this series, together with accrued interest, may be declared, and upon such declaration shall become due and payable, in the manner with the effect and subject to the conditions provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Securities of the series (such series or all series voting as one class, if more than one series are so entitled), as were entitled to declare such Event of Default, then outstanding (determined for any series of Securities as in the Indenture provided). It is also provided in the Indenture that the holders of a majority in principal amount of all of the Securities as to which a default has occurred (all series voting as one class) at the time outstanding (determined for any series of securities as in the Indenture provided) may, on behalf of the holders of all of the Securities of such series, waive any past default in respect of such Securities under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of such Securities or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each Security so affected and except as otherwise provided therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66 2/3% in principal amount of the Securities of all senses at the time outstanding (determined for any series of Securities and evidenced as in the Indenture provided) so affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities, or reduce the rate or extend the time of payment of interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or change the provisions pursuant to which the rate of interest on any Security is determined if such change could reduce the rate of interest thereon, or reduce the minimum or maximum rate of interest thereon or reduce any amount payable upon redemption or repayment thereof, or make the principal thereof or interest thereon or any overdue principal amount payable in any coin or currency other than that therein prescribed, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all Securities then outstanding. The Indenture also contains a provision permitting the holders of a majority in principal amount of all of the Securities of all series affected (all series voting as one class) at the time outstanding (determined for any series of Securities and evidenced as in the Indenture provided) to waive compliance with any covenant or condition contained in the Indenture before the time for such compliance. No recourse shall be had for the payment of the principal of (and premium, if any) or the interest on this Security, or for any liability based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company, or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The transfer of this Security is registrable by the registered owner hereof in person or by his attorney duly authorized in writing at the office of the Company or at the office of any registrar of the Securities or any transfer agent designated by the Company for such purpose. Subject to the terms of the Indenture, upon payment of a sum sufficient to reimburse the Company for any tax or other governmental charge incident to transfer, and upon surrender of this Security upon any such registration of transfer, a new Security or Securities of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange hereof. 13. Prior to due presentation of this Security for registration of transfer, the Company, the Trustee, the Authenticating Agent, if any, and any agent of the Company or the Trustee may treat the person in whose name this Security is registered upon the Register as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof (and premium, if any) and, subject to the provisions on the face hereof, interest due hereon and for all other purposes, and neither the Company, the Trustee, the Authenticating Agent, if any, nor any agent of the Company or the Trustee shall be affected by any notice or knowledge to the contrary. As set forth in, and subject to, the provisions of the Indenture, no holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a continuing default with respect to this series, the holders of not less than 25% in principal amount of the outstanding Securities (considered as one class) shall have made written request upon, and offered reasonable indemnity to, the Trustee to institute such proceeding as Trustee, the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding Securities a direction inconsistent with such request and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the registered holder hereof for the enforcement of payment of the principal of (premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or provide for the payment of the principal of (and premium, if any) and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed. If this Security is designated on the face hereof as "Senior," then this Security will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. If this Security is designated on the face hereof as "Subordinated," then the indebtedness of the Company evidenced by this Security is, to the extent and in the manner set forth in the Indenture, subordinated and junior in right of payment to its obligations to holders of Senior Indebtedness of the Company. Terms used herein and not otherwise defined herein, which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. By acceptance of this Security, the holder hereof agrees to be bound by the provisions of the Indenture. This Security shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be construed in accordance with the laws of said State. ------------------------------------ 14. OPTION TO ELECT REPAYMENT The undersigned hereby requests and irrevocably instructs the Company to repay the within Security on the first Repayment Date set forth on the face hereof occurring not less than 15 nor more than 45 days after the date of receipt of the within Security by the Company at an office or agency of the Company maintained for the payment of principal and interest, transfer and exchange in the City and County of San Francisco, State of California or in the Borough of Manhattan, The City of New York, State of New York (or at such other addresses of which the Company shall notify the registered holders of the Securities of this series). ( ) In whole ( ) In part equal to $______________ (must be a whole multiple of $1,000; remaining principal amount must be at least $1,000) at a price equal to the Repayment Price set forth on the face hereof, or if no Repayment Price is so set forth, at 100% of the principal amount, in each case together with interest accrued to the date of repayment. Signature Please print or type name and addrress: ______________________________________ ______________________________________ ______________________ ______________________________________ NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement or any change whatever. Please print or type name and address: 15. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or other identifying number of assignee: ______________________________ ____________________________________________________________________ (Name and Address of Assignee, including zip code, must be printed or typewritten) ____________________________________________________________________ the within Note, and all rights thereunder, hereby irrevocably constituting and appointing ______________________ Attorney to transfer said Note on the Security Register of the Company, with full power of substitution in the premises. Dated: ________________________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. 16. EX-5 7 Exhibit 5(a) Opinion of Brobeck, Phleger & Harrison with respect to the validity of the Offered Securities June 22, 1995 Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 Re: Wells Fargo & Company Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 22, 1995 Ladies and Gentlemen: In connection with the registration by you pursuant to the above referenced Registration Statement under the Securities Act of 1933, as amended, of debt securities, preferred stock, common stock and capital securities (together the "Offered Securities") with an aggregate public offering price of $2,062,750,000, we advise you that, in our opinion, when the Offered Securities have been issued and sold as contemplated by the above Registration Statement and upon the receipt of the requisite consideration therefor, the Offered Securities will be valid and legally binding obligations of Wells Fargo & Company and, if applicable, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption of "Legal Opinions" therein. Very truly yours, /s/ BROBECK, PHLEGER & HARRISON BROBECK, PHLEGER & HARRISON EX-12 8
EXHIBIT 12(a) WELLS FARGO & COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS - ------------------------------------------------------------------------------------------------------------------------------------ Quarter Ended March 31, 1995 Year Ended December 31, ------------------------------------------------------- (in millions) 1994 1993 1992 1991 1990 - ---------------------------------------------------------------------------------------------------------- Earnings, including interest on deposits: Income before income tax expense $ 370 $ 1,454 $ 1,038 $ 500 $ 54 $ 1,196 Fixed charges 377 1,214 1,157 1,505 2,504 2,784 --- ----- ----- ----- ----- ----- $ 747 $ 2,668 $ 2,195 $ 2,005 $ 2,558 $ 3,980 === ===== ===== ===== ===== ===== Preferred dividend requirement $ 10 $ 43 $ 50 $ 48 $ 19 $ 27 Ratio of income before income tax expense to net income 1.59 1.73 1.70 1.77 2.57 1.68 ---- ---- ---- ---- ---- ---- Preferred dividends $ 16 $ 74 $ 85 $ 85 $ 49 $ 45 -- -- -- -- -- -- Fixed charges: Interest expense 360 1,155 1,104 1,454 2,452 2,737 Estimated interest component of net rental expense 17 59 53 51 52 47 -- -- -- -- -- -- 377 1,214 1,157 1,505 2,504 2,784 --- ----- ----- ----- ----- ----- Fixed charges and preferred dividends $ 393 $ 1,288 $ 1,242 $ 1,590 $ 2,553 $ 2,829 --- ===== ===== ===== ===== ===== Ratio of earnings to fixed charges and preferred dividends 1.90 2.07 1.77 1.26 1.00 1.41 ==== ==== ==== ==== ==== ==== Earnings, excluding interest on deposits: Income before income tax expense $ 370 $ 1,454 $ 1,038 $ 500 $ 54 $ 1,196 Fixed charges 135 360 294 320 539 839 --- --- --- --- --- --- $ 505 $ 1,814 $ 1,332 $ 820 $ 593 $ 2,035 === ===== ===== === === ===== Preferred dividends $ 16 $ 74 $ 85 $ 85 $ 49 $ 45 -- -- -- -- -- -- Fixed charges: Interest expense 360 1,155 1,104 1,454 2,452 2,737 Less interest on deposits (242) (854) (863) (1,185) (1,965) (1,945) Estimated interest component of net rental expense 17 59 53 51 52 47 -- -- -- -- -- -- 135 360 294 320 539 839 --- --- --- --- --- --- Fixed charges and preferred dividends $ 151 $ 434 $ 379 405 $ 588 $ 884 === === === === === === Ratio of earnings to fixed charges 3.34 4.18 3.51 2.02 1.01 2.30 and preferred dividends ==== ==== ==== ==== ==== ==== - --------------------------- As defined in Item 503(d) of Regulation S-K. The preferred dividends were increased to amounts representing the pretax earnings that would be required to cover such dividend requirements. These computations are included herein in compliance with Securities and Exchange Commission regulations. However, management believes that fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates.
EX-23 9 The Board of Directors Wells Fargo & Company: We consent to the use of our report incorporated herein by reference and to the reference of our firm under the heading "Experts" in the prospectus. KPMG Peat Marwick LLP San Francisco, CA June 22, 1995 EX-25 10 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- CHEMICAL BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- WELLS FARGO & COMPANY (Exact name of obligor as specified in its charter) California 13-2553920 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 444 Market Street San Francisco, California 94163 (Address of principal executive offices) (Zip Code) ------------------------------------------- Senior Debt Securities (Title of the indenture securities) ----------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551. Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-84460, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 20th day of JUNE, 1995. CHEMICAL BANK By T. C. MONAHAN ________________________ T. C. Monahan Assistant Vice President - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1995, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................. $ 5,797 Interest-bearing balances ......................... 5,523 Securities: ......................................... Held to maturity securities........................... 6,195 Available for sale securities......................... 17,785 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold ................................ 2,493 Securities purchased under agreements to resell ... 50 Loans and lease financing receivables: Loans and leases, net of unearned income .......... $68,937 Less: Allowance for loan and lease losses.......... 1,898 Less: Allocated transfer risk reserve ............. 113 _______ Loans and leases, net of unearned income, allowance, and reserve ............................ 66,926 Trading Assets ....................................... 37,294 Premises and fixed assets (including capitalized leases)............................................ 1,402 Other real estate owned .............................. 99 Investments in unconsolidated subsidiaries and associated companies............................... 148 Customer's liability to this bank on acceptances outstanding ....................................... 1,051 Intangible assets .................................... 512 Other assets ......................................... 6,759 ________ TOTAL ASSETS ......................................... $149,034 ======== -4- LIABILITIES Deposits In domestic offices ................................ $44,882 Noninterest-bearing ................................ $14,690 Interest-bearing ................................... 30,192 _______ In foreign offices, Edge and Agreement subsidiaries, and IBF's .......................................... 32,537 Noninterest-bearing ................................ $ 146 Interest-bearing ................................... 32,391 _______ Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased ............... 10,587 Securities sold under agreements to repurchase ..... 3,083 Demand notes issued to the U.S. Treasury ............. 464 Trading liabilities .................................. 31,358 Other Borrowed money: With original maturity of one year or less ......... 7,527 With original maturity of more than one year ....... 914 Mortgage indebtedness and obligations under capitalized leases ................................. 20 Bank's liability on acceptances executed and outstanding ........................................ 1,054 Subordinated notes and debentures ..................... 3,410 Other liabilities ..................................... 5,986 TOTAL LIABILITIES ..................................... 141,822 _______ EQUITY CAPITAL Common stock .......................................... 620 Surplus ............................................... 4,501 Undivided profits and capital reserves ................ 2,558 Net unrealized holding gains (Losses) on available-for-sale securities ...................... (476) Cumulative foreign currency translation adjustments ... 9 TOTAL EQUITY CAPITAL .................................. 7,212 ______ TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL .......................... $149,034 =========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER ) DIRECTORS WILLIAM B. HARRISON ) - 5 - EX-25 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ----------- MARINE MIDLAND BANK (Exact name of trustee as specified in its charter) New York 16-1057879 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 140 Broadway, New York, N.Y. 10005-1180 (212) 658-1000 (Zip Code) (Address of principal executive offices) WELLS FARGO & COMPANY (Exact name of obligor as specified in its charter) Delaware 13-2553920 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Zip Code) (Address of principal executive offices) FIRST MORTGAGE BONDS (Title of Indenture Securities) GENERAL Item 1. General Information. ___________________ Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. _________________________ If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 16. List of Exhibits. ________________ Exhibit _______ T1A(i) * - Copy of the Organization Certificate of Marine Midland Bank. T1A(ii) * - Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of Marine Midland Bank to commence business. T1A(iii) - Not applicable. T1A(iv) * - Copy of the existing By-Laws of Marine Midland Bank as adopted on January 20, 1994. T1A(v) - Not applicable. T1A(vi) * - Consent of Marine Midland Bank required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) - Copy of the latest report of condition of the trustee (March 31, 1995), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) - Not applicable. T1A(ix) - Not applicable. * Exhibits previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Marine Midland Bank, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 20th day of June, 1995. MARINE MIDLAND BANK By: FRANK J. GODINO ________________ Frank J. Godino Corporate Trust Officer Exhibit T1A(vii) This form is for use by State Banks only. It should be used for publication purposes only, and should not be returned to the FDIC. - ---------------------- -- ----------- - ---------------------- -- ----------- -- ----------- Federal Reserve Bank Administrator of State Banks - ---------------------- -- ----------- - ---------------------- -- ----------- -- ----------- REPORT OF CONDITION Consolidated Report of Condition of Marine Midland Bank of Buffalo, New York and Foreign and Domestic Subsidiaries, a member of the Federal Reserve Sytem, at the close of business on March 31, 1995, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances currency and coin................................... $ 974,096 Interest-bearing balances .......................... 897,640 Held-to-maturity securities............................ 2,095,379 Available-for-sale securities.......................... 43,753 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold.................................. 782,000 Securities purchased under agreements to resell..... 317,383 ----------- Loans and lease financing receivables: Loans and leases net of unearned income............. 12,647,803 LESS: Allowance for loan and lease losses........... 540,156 LESS: Allocated transfer risk reserve............... 0 ----------- Loans and lease, net of unearned income, allowance, and reserve......................................... 12,107,647 Trading assets......................................... 399,701 Premises and fixed assets (including capitalized leases)................................................ 182,043 Other real estate owned................................ 21,078 Investments in unconsolidated subsidiaries and associated companies................................... 0 Customers' liability to this bank on acceptances outstanding............................................ 20,189 Intangible assets...................................... 61,282 Other assets........................................... 656,014 Total assets........................................... 18,558,205 ----------- LIABILITIES Deposits: In domestic offices................................. 12,873,835 ----------- Noninterest-bearing................................. 2,935,310 Interest-bearing.................................... 9,938,525 ----------- In foreign offices, Edge, and Agreement subsidiaries, and IBFs............................................... 2,509,707 --------- Noninterest-bearing................................. 0 Interest-bearing.................................... 2,509,707 ----------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased............................. 325,438 securities sold under agreements to repurchase...... 412,770 Demand notes issued to the U.S. Treasury............... 94,586 Trading Liabilities.................................... 80,731 Other borrowed money: With original maturity of one year or less.......... 43,408 With original maturity of more than one year........ 0 Mortgage indebtedness and obligations under capitalized leases..................................... 38,288 Bank's liability on acceptances executed and outstanding............................................ 20,189 Subordinated notes and debentures...................... 225,000 Other liabilities...................................... 413,450 Total liabilities...................................... 17,037,402 Limited-life preferred stock and related surplus....... 0 ------------ EQUITY CAPITAL Perpetual preferred stock and related surplus.......... 0 Common Stock........................................... 185,000 Surplus................................................ 1,758,098 Undivided profits and capital reserves................. (422,295) Net unrealized holding gains (losses) on available-for-sale securities.......................... 0 Cumulative foreign currency translation adjustments.... 0 Total equity capital................................... 1,520,803 Total liabilities, limited-life preferred stock, and equity capital......................................... 18,558,205 ------------ I, Gerald A. Ronning, Exec. Vice President & Controller (Name and title of officer authorized to sign report) of the above-named bank hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. /s/ Harold A. Ronning ________________________ Signature of officer authorized to sign report We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been preapared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. /s/ James H. Cleave ________________________ James H. Cleave Director /s/ B. J. Kennedy ________________________ B. J. Kennedy Director /s/ Henry J. Nowak ________________________ Henry J. Nowak Director -----END PRIVACY-ENHANCED MESSAGE-----