-----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, Hb7mktgKuCk32JtGZUH5vlNCmkbohaGvwBuXTjVYLED0lcv8C+Uk0qROF6rCcJwo Wb0rCK0/foK/roP8BLCfTA== 0000910473-95-000039.txt : 19950803 0000910473-95-000039.hdr.sgml : 19950803 ACCESSION NUMBER: 0000910473-95-000039 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950802 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-60573 FILM NUMBER: 95558481 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/A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1995 Registration No. 33-60573 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ AMENDMENT NO. 1 TO 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, New York, New York 10017 California 94105 California 94104 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(1) PER SECURITY OFFERING PRICE FEE(2) - -------------------------------------------------------------------------------------------------------------------------------- Notes....................................... Preferred Stock (4)......................... Depositary Shares (5)(6).................... $2,062,750,000 100%(3) $2,062,750,000 $711,293 Common Stock (6)(7)......................... (1) 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. (2) $272,250,000 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 $93,880. (3) 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. (4) 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. (5) 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. (6) No additional consideration will be received for the Depositary Shares or Common Stock and therefore no registration fee is required pursuant to Rule 457(j). (7) 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.
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 $272,250,000 maximum aggregate offering price of securities, unsold as of August 2, 1995, registered pursuant to Registration Statement No. 33-51227 previously filed by the Company on Form S-3. 1. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. Subject to Completion, dated August 2, 1995 $2,335,000,000 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 $2,335,000,000 (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 or Common Stock of the Company. The Preferred Stock may be convertible or exchangeable into Notes or Common Stock of the Company. The Offered Securities may be offered and sold directly by the Company 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 or agents. 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 __________, 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, June 22 and July 18, 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. $3.9 billion. 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(1).................................. 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 - -------- (1) 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:(2) 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:(3)(5) 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: (3) (4) (5) 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 - -------- (2) 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. (3) 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. (4) The preferred stock dividends are increased to amounts representing the pretax earnings required to cover such dividends. (5) 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 heretofore or hereafter 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 heretofore or hereafter issued under the Subordinated Indenture, and the term "Notes" means the Notes offered hereby and, unless the context otherwise requires, any other debt securities hereto or hereafter 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 and the forms of the notes 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 7. considerations applicable to such perpetual or discounted Notes will be described in the Prospectus Supplement relating thereto. 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 was $1.4 billion of Senior Indebtedness of the Company and $1.5 billion of obligations 8. 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 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 9. 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 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 or Preferred Stock 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 or Preferred Stock to be received by the holders of Notes would be calculated according to the market price of Common Stock or Preferred Stock as of a time stated in the Prospectus Supplement. LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OR CONVERTIBLE SECURITIES 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 10. 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 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 such 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 11. 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 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). 12. 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). 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 13. 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 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 14. 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. 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 non-cumulative 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 15. 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. 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. 16. 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 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 or Common Stock 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 17. 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 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). 18. 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 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, 19. 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 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. 20. 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. 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 21. 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. PLAN OF DISTRIBUTION The Company 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 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. 22. 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. 23. 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. II-1. 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. 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. * 25(a) - Statement of Eligibility of Chemical Bank. * 25(b) - Statement of Eligibility of Marine Midland Bank. - ------------------------------ *Previously Filed. 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 2nd day of August, 1995. WELLS FARGO & COMPANY By: /s/ Alan J. Pabst _____________________________________ Alan J. Pabst (Senior Vice President and Treasurer) Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the date indicated: SIGNATURE TITLE DATE * Paul Hazen Chairman and Chief Executive Officer - ------------ Paul Hazen (Principal Executive Officer) August 2, 1995 * William F. Zuendt President and Director August 2, 1995 - ------------------- William F. Zuendt * Rodney L. Jacobs Vice Chairman and Chief Financial Officer - ------------------ Rodney L. Jacobs (Principal Financial Officer) August 2, 1995 * Frank A. Moeslein Executive Vice President and Controller - ------------------- Frank A. Moeslein (Principal Accounting Officer) August 2, 1995 * H. Jessee Arnelle Director August 2, 1995 - ------------------- H. Jessee Arnelle * William R. Breuner Director August 2, 1995 - ------------------- William R. Breuner * William S. Davila Director August 2, 1995 - ------------------- William S. Davila * Rayburn S. Dezember Director August 2, 1995 - ------------------- Rayburn S. Dezember * Robert K. Jaedicke Director August 2, 1995 - ------------------- Robert K. Jaedicke II-5. * Ellen M. Newman Director August 2, 1995 - ------------------- Ellen M. Newman * Philip J. Quigley Director August 2, 1995 - ------------------- Philip J. Quigley * Carl E. Reichardt Director August 2, 1995 - ------------------- Carl E. Reichardt * Donald B. Rice Director August 2, 1995 - ------------------- Donald B. Rice * Susan G. Swenson Director August 2, 1995 - ------------------- Susan G. Swenson * Chang-Lin Tien Director August 2, 1995 - ------------------- Chang-Lin Tien * John A. Young Director August 2, 1995 - --------------- John A. Young *BY: /S/ ALAN J. PABST ____________________________________ (ALAN J. PABST, ATTORNEY-IN-FACT SENIOR VICE PRESIDENT AND TREASURER) 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. * 25(a) - Statement of Eligibility of Chemical Bank. * 25(b) - Statement of Eligibility of Marine Midland Bank. ______________________________ * Previously filed. II-9. EX-1 2 EXHIBIT 1(d) WELLS FARGO & COMPANY $2,500,000,000 MEDIUM-TERM NOTES AND SUBORDINATED MEDIUM-TERM NOTES, SERIES B DUE FROM 9 MONTHS TO 12 YEARS FROM DATE OF ISSUE DISTRIBUTION AGREEMENT August __, 1995 Merrill Lynch & Co. CS First Boston Corporation Merrill Lynch, Pierce, Park Avenue Plaza Fenner & Smith Incorporated New York, N.Y. 10055 World Financial Center North Tower, 10th Floor New York, N.Y. 10281-1310 Lehman Brothers Goldman, Sachs & Co. Lehman Brothers Inc 85 Broad Street 3 World Financial Center, 12th Floor New York, N.Y. 10004 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 9 Months to 12 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 33-60573), 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 dated August __ 1995 and prospectus supplement dated August __, 1995 relating to the Notes in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on August __, 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 2 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 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 (if applicable), 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. 3 (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 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, if requested by such Agent, 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 5 the Agents by the Company. Such Terms Agreement 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. (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 transmitted 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, 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 6 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 Notes pursuant to this Agreement and will arrange for the determination of the legality of the Notes for purchase by institutional investors. 7 (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 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 8 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 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). 9 (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 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 10 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 the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, liquidation, conservatorship, readjustment of debt, fraudulent transfer and other similar laws affecting the rights of creditors generally, and the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief, and the effect of general principles of equity embodied in California statutes and common law, and has been duly qualified under the Trust Indenture Act of 1939, as amended. (C) Upon determination by the Pricing Committee of the Company or by a duly authorized officer of the Company of the precise terms of the issuance and sale, up to an additional $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 the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, liquidation, conservatorship, readjustment of debt, fraudulent transfer and other similar laws affecting the rights of creditors generally, and the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief, and the effect of general principles of equity embodied in California statutes and common law, and will be entitled to the benefits of the Senior Indenture or Subordinated Indenture, as the case may be. Such counsel may state that the aggregate principal amount of the Notes which may be authenticated and delivered under the Indentures shall be reduced (but not below the amount of any Notes then outstanding) dollar for dollar for any other series of notes or preferred stock issued after the date of such opinion under the Registration Statements. 11 (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 with respect to any Registration Statement. (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 Indentures or the issuance and sale of the Notes, other than the filing with and order of the Commission in connection with the registration of the Notes under the Act, the qualification of the Indentures 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. (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 under the caption "Federal Tax Considerations" in the Prospectus were correct as of the date thereof, 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 schedules and other financial information included therein as to which such counsel need not express any belief) and incorporated by reference in the Prospectus complied as to form when so filed with the Commission 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 schedules 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 schedules 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 schedules and other financial information included therein as to which such counsel need not express any belief) 12 any of the Registration Statements 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 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, as amended, 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 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 on 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. 13 (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 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 contained in this Agreement 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 or any post-effective amendment thereto 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 or the Prospectus, as amended or supplemented and including all documents incorporated by reference therein. 14 (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. (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 15 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 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) in connection with representing the indemnified parties under paragraph (a) or (b), as the case may be, of this Section 5 who are parties to such action, 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 or (y) in the case of paragraph (b) of this Section 5, by the Company), (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 all the Notes 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 16 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). 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 17 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: MTN 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 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, 32nd 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 9 MONTHS TO 12 YEARS FROM DATE OF ISSUE TERMS AGREEMENT [Name of Agent] [Date] [Address of Agent] Attention: _____________________ Re: Distribution Agreement dated August __, 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 ( ) Form: Certificated ( ) Book-Entry ( ) Interest Rate: If Fixed Rate Note, Interest Rate: If Floating Rate Note: Interest Rate Basis: Index Maturity: Initial Interest Rate: Spread, if any: Spread Multiplier, if any: Maximum Interest Rate, if any: Minimum Interest Rate, if any: First Interest Reset Date: Interest Reset Frequency (specify months if annual or semi-annual): Interest Payment Period: Interest Payment Dates: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Calculation Agent: A-1 If Redeemable: Earliest Redemption Date: Initial Redemption Price: ___% Annual Redemption Price Reduction: ___% Sinking Fund Redemption Dates: Sinking Fund Amounts: ___% If Repayable: Repayment Date(s): Repayment Price: Original Issuance Date: Stated Maturity: Public Offering Price: ___% Purchase Price: ___% Settlement Date and Time: Place of Settlement: Currency of Denomination (if other than U.S. dollars): Denominations (if currency is other than U.S. dollars): Currency of Payment (if other than U.S. dollars): 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 WELLS FARGO & COMPANY ADMINISTRATIVE PROCEDURES Explained below are the administrative procedures and specific terms of the offering of Senior Notes or Subordinated Notes (as such terms and other capitalized terms used in these Administrative Procedures and not defined herein are defined in the Distribution Agreement referred to below or, if not defined in the Distribution Agreement, as defined in the Notes), on a continuous basis by Wells Fargo & Company, a Delaware corporation (the "Company"), pursuant to the Distribution Agreement, dated _________, 1995 (the "Distribution Agreement") between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc. (including its affiliate Lehman Government Securities Inc.), Morgan Stanley & Co. Incorporated and Salomon Brothers Inc (individually, an "Agent" and, collectively, the "Agents"). Notes will bear interest at a fixed rate (the "Fixed Rate Notes"), which may be zero in the case of certain original issue discount notes (the "OID Notes"), or at floating rates (the "Floating Rate Notes"). The Notes will be issued in U.S. dollars or other currencies, including composite currencies such as the European Currency Unit (the "Specified Currency"). Each Note will be represented by either a Global Security (as defined below) delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book Entry Note") or a certificate delivered to the holder thereof or a person designated by such holder (a "Certificated Note"). Except in limited circumstances, an owner of a Book-Entry Note will not be entitled to receive a Certificated Note. 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. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC'S operating procedures, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture or the Notes shall be used herein as therein defined. PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation (the "Letter of Representation") from the Company and the Trustee to DTC, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, as amended (the "Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Company will issue a single global security in fully registered form without coupons (a "Global Security") representing up to U.S. $200,000,000 (or the equivalent thereof in other currencies or composite currencies) aggregate principal amount of all such Notes that have the same Stated Maturity, redemption or repayment provisions, Interest Payment Dates, Original Issuance Date, and other terms (collectively, the "Terms"). Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear interest from the Original Issuance Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Any Global Security (or any portion thereof) issued subsequently upon exchange of a Global Security, or in lieu of a destroyed, lost or stolen Global Security, will bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the Original Issuance Date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. No Global Security will represent any Certificated Note. Notes issued in book-entry form in excess of $200,000,000 (or the equivalent thereof in other currencies or composite currencies) aggregate 2 principal amount and otherwise required to be represented by the same Global Note will instead be represented by two or more Global Notes which shall all be assigned the same CUSIP number. Owners of beneficial interests in Global Notes will be entitled to physical delivery of Certificated Notes equal in principal amount to their respective beneficial interest only upon certain limited circumstances described in the Prospectus. Identification Numbers: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series of CUSIP numbers (including tranche numbers) for each of the Notes, each of which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing the Book-Entry Notes. The Company has obtained from the CUSIP Service Bureau a written list of each series of reserved CUSIP numbers and has delivered to the Trustee and DTC the written list of 900 CUSIP numbers of each such series. The Trustee will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "B". DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Securities. At any time when fewer than 100 of the reserved CUSIP numbers of either series remain unassigned to Global Securities, the Trustee shall so advise the Company and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to the Trustee and DTC. Registration: Unless otherwise specified by DTC, each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the Security register maintained under the Indenture. The beneficial 3 owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC with respect to such Note (the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Note in the accounts of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note. Exchanges: The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (i) the CUSIP numbers of two or more Outstanding Global Securities that represent Book-Entry Notes having the same Terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its Participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau a written notice setting forth such 4 exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Security bearing the new CUSIP number, and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed U.S. $200,000,000 (or the equivalent thereof in other currencies or composite currencies) in aggregate principal amount, one Global Security will be authenticated and issued to represent each U.S. $200,000,000 (or the equivalent thereof in other currencies or composite currencies) in aggregate principal amount of the exchanged Global Security and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see "Denominations" below). Maturities: Each Book-Entry Note will mature on a date more than nine months and not more than twelve years from date of issue. Notice of Redemption Dates: The Trustee will give notice to DTC prior to each redemption date or repayment date (as specified in the Note), if any, at the time and in the manner set forth in the Letter of Representation. Denominations: Unless otherwise provided in the applicable Pricing Supplement, Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000. Global Securities will be denominated in principal amounts not in excess of U.S. $200,000,000 (or the equivalent thereof in other currencies or composite currencies) aggregate principal amount. If one or more Book-Entry Notes having 5 an aggregate principal amount in excess of $200,000,000 (or the equivalent thereof in one or more foreign or composite currencies) aggregate principal amount and would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $200,000,000 (or the equivalent thereof in one or more foreign or composite currencies) in aggregate principal amount of such Book-Entry Note or Notes and an additional Global Security will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Securities representing such Book-Entry Note or Notes shall be assigned the same CUSIP number. Interest: General. Interest on each Note will accrue from the date and at the rate, and will be payable at the times and in the manner, set forth in such Note. Standard & Poor's Corporation will use the information received in the pending deposit message described under Settlement Procedure "C" below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate weekly bond report published by Standard & Poor's Corporation. Notice of Interest Payment and Record Dates. On the first Business Day of January, April, July and October of each year, the Trustee will deliver to the Company and DTC a written list of Regular Record Dates and Interest Payment Dates that will occur with respect to Book-Entry Notes during the six-month period beginning on such first Business Day. Payments of Principal and Interest: Payments of Interest. Promptly after each Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest to be paid on each Global Security on the following 6 Interest Payment Date (other than an Interest Payment Date coinciding with maturity or any earlier redemption or repayment date) and the total of such amounts. DTC will confirm the amount payable on each such Global Security on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor's Corporation. The Company will pay to the Trustee, as paying agent, the total amount of interest due on such Interest Payment Date (other than at maturity), and the Trustee will pay such amount to DTC at the times and in the manner set forth below under "Manner of Payment". Payments at Maturity or Upon Redemption or Repayment. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Security maturing either at maturity or on a redemption or repayment date in the following month. The Company and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Stated Maturity Date or redemption or repayment date of such Global Security. The Company will pay to the Trustee, as the paying agent, the principal amount of such Global Security, together with interest due at such Maturity Date or redemption or repayment date. The Trustee will pay such amounts to DTC at the times and in the manner set forth below under "Manner of Payment." Payments Not on Business Days. If any Interest Payment Date or the Stated Maturity or redemption or repayment date for any Book-Entry Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date, Stated Maturity or redemption or repayment date will be the next following day that is a Business Day with respect to such Note, except that, in the case of a Book-Entry LIBOR 7 Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date, Maturity Date or redemption or repayment date will be the immediately preceding day that is a Business Day with respect to such Note. Promptly after payment to DTC of the principal and interest due at the Stated Maturity or redemption or repayment date of a Global Security, the Trustee will cancel such Global Security in accordance with the terms of the Indenture and deliver it to the Company with a certificate of cancellation. Manner of Payment. Subject to the section of these Administrative Procedures entitled "Payments not on Business Days," the total amount of any principal and interest due on Global Securities on any Interest Payment Date or at maturity or upon redemption or repayment shall be paid by the Company to the Trustee in funds available for immediate use by the Trustee not later than 10:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by instructing the Trustee to withdraw funds from an account maintained by the Company at the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 11:30 A.M. (New York City time) on each Stated Maturity or redemption or repayment date or as soon as possible thereafter, the Trustee will pay by separate wire transfer (using Fed-wire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest or principal (together with interest thereon) due on Global Securities on any Stated Maturity or redemption or repayment date. On each Interest Payment Date or, if any such date is not a Business Day, as soon as possible thereafter, interest payments shall be made to DTC in same day funds in accordance with existing 8 arrangements between the Trustee and DTC. Thereafter on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments directly to the beneficial owner of such Note. Preparation of Pricing Supplement: If any offer to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Note and will arrange to file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by telecopy or overnight express (for delivery by the close of business on the applicable trade date, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable trade date) to the Agent which made or presented the offer to purchase the applicable Note (in such capacity, the "Offering Agent") at the following applicable address. If to Merrill Lynch & Co.: Merrill Lynch & Co.--Tritech Services 40 Colonial Drive 9 Piscataway, New Jersey 08854 Attention: Prospectus Operations Susannah Putnam Telephone: (908) 885-2769 Telecopier: (908) 885-2774/5/6 If to CS First Boston Corporation: CS First Boston Corporation 5 World Trade Center New York, New York 10048 Attention: Joan Bryan Telephone: 212/322-5105 Fax: 212/898-3726 If to Goldman, Sachs & Co.: Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attention: Medium-Term Note Trading Fax: 212/902-0658 If to Lehman Brothers Inc.: By telecopy to: Lehman Brothers Inc. c/o ADP Prospectus Services 536 BroadHollow Road Melville, New York 11747 Attention: Mike Ward Telecopy: 516/249-7942 Telephone: 516/254-7106 and by hand to: Lehman Brothers Inc. 3 World Financial Center, 9th Floor New York, New York 10285-0900 Attention: Brunnie Vazquez Telephone: 212/526-8400 If to Morgan Stanley & Co. Incorporated: Morgan Stanley & Co. Incorporated 1221 Avenue of the Americas 4th Floor New York, New York 10020 Attention: Medium-Term Note Trading Desk, Carlos Cabrera Fax: 212/764-7490 10 If to Salomon Brothers Inc: Salomon Brothers Inc 8800 Hidden River Parkway Tampa, Florida 33637 Attention: Enrique Castro Telephone: 813/558-7165 Fax: 813/558-4123 For record-keeping purposes, one copy of each Pricing Supplement shall also be mailed to each Agent at the address for notices set forth in the Distribution Agreement unless delivery to such address is otherwise expressly required above. In each instance that a Pricing Supplement is prepared, the Offering Agent will provide a copy of such Pricing Supplement (and, unless the Prospectus has been previously delivered, a copy of the Prospectus) to each investor or purchaser of the relevant Notes or its agent. Pursuant to Rule 434 ("Rule 434") of the Securities Act of 1933, as amended, the Pricing Supplement may be delivered separately from the Prospectus. Settlement: The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Note shall constitute "settlement" with respect to such Note. All offers accepted by the Company will be settled within three Business Days, or at such time as the purchaser, the applicable Agent and the Company shall agree, pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day. If procedures "A" and "B" of the applicable Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the applicable "Settlement Procedures Timetable", such offer shall not be settled until the Business Day following 11 the completion of settlement procedures "A" and "B" or such later date as the purchaser and the Company shall agree. The foregoing settlement procedures may be modified with respect to any purchase of Notes by an Agent as principal if so agreed by the Company and such Agent. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Note sold by the Company to or through an Agent (unless otherwise specified pursuant to a Terms Agreement, as defined in the Distribution Agreement), shall be as follows: A. The Offering Agent will advise the Company by telephone that such Note is a Book-Entry Note and of the following settlement information: 1. Principal amount, and, if not denominated in U.S. dollars, authorized denominations and currency of payment, Authorized Denomination and Specified Currency. 2. Stated Maturity. 3. In the case of a Fixed Rate Book-Entry Note, the Interest Rate, or in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Interest Rate Basis, Index Maturity, First Interest Reset Date, Interest Reset Frequency, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), and Maximum Interest Rate (if any). 4. Redemption or repayment provisions, if any. 5. Settlement date and time (Original Issuance Date). 12 6. Price. 7. The Offering Agent's commission, if any, determined as provided in the Distribution Agreement. 8. Whether the Note is an OID Note, and if it is an OID Note, the total amount of OID, the yield to maturity, and the initial accrual period OID. 9. Any other applicable Terms. B. The Company will advise the Trustee by telephone or electronic trans- mission (confirmed in writing at any time on the same date) of the information set forth in Settlement Procedure "A" above. The Trustee will then assign a CUSIP number to the Global Security representing such Note and will notify the Company and such Agent of such CUSIP number by telephone as soon as practicable. The Company will also advise the Offering Agent of the CUSIP number assigned to the Global Security. C. The Trustee will enter a pending deposit message through DTC's Participant Terminal System, providing the following settlement information to DTC, the Offering Agent and Standard & Poor's Corporation: 1. The information set forth in Settlement Procedure "A". 2. The Initial Interest Payment Date for such Note, the number of days by which such date succeeds the related DTC Record Date (which Date and, in the case of all other Notes, shall be the Regular Record Date as defined in the Note) and, if known, amount of interest payable on such Initial Interest Payment Date. 13 3. The CUSIP number of the Global Security representing such Note. 4. Whether such Global Security will represent any other Book- Entry Note (to the extent known at such time). 5. The number of Participant accounts to be maintained by DTC on behalf of the Offering Agent and the Trustee. D. The Trustee will complete and authenticate the Global Security representing such Note. E. DTC will credit such Note to the Trustee's participant account at DTC. F. The Trustee will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Note to the Trustee's participant account and credit such Note to such Offering Agent's participant account and (ii) debit the Offering Agent's settlement account and credit the Trustee's settlement account for an amount equal to the price of such Note less the Offering Agent's commission, if any. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that (a) the Global Security representing such Book- Entry Note has been issued and authenticated and (b) the Trustee is holding such Global Security pursuant to the Medium Term Note Certificate Agreement between the Trustee and DTC. G. Unless such Agent purchased such Note as principal, such Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to such Agent's participant 14 account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Note. H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date. I. The Trustee will credit to the account of the Company maintained at the Trustee in funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure "F". J. Unless such Offering Agent purchased such Note as principal such Offering Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC's institutional delivery system or by mailing a written confirmation to such purchaser. K. Monthly, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth a brief description of any sales of which the Company has advised the Trustee but which have not yet been settled. Settlement Procedures Timetable: For sales by the Company of Book-Entry Notes to or through an Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures "A" through "J" 15 set forth above shall be completed as soon as possible following the trade but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 11:00 A.M. on the trade date or within one hour following the trade B 12:00 Noon on the trade date or within one hour following the trade C No later than the close of business on the trade date D 9:00 A.M. on settlement date E 10:00 A.M. on settlement date F-G 2:00 P.M. on settlement date H 4:00 P.M. on settlement date I-J 5:00 P.M. on settlement date Settlement Procedure "H" is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Note is rescheduled or cancelled, the Trustee, after receiving notice from the Company or such Agent, will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 5:00 P.M., New York City time, on the Business Day immediately preceding the scheduled settlement date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F", the Trustee may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the Trustee's participant account, provided that the Trustee's participant account contains a principal amount of the Global Security representing such Note that is at least 16 equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee will mark such Global Security "cancelled," make appropriate entries in the Trustee's records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, such Agent shall enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "F" and "G", respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been 17 represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures "D" and "F", for the authentication and issuance of a Global Security representing that portion of the Book-Entry Notes in respect to which there has not been a failure to settle and will make appropriate entries in its records. 18 PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES The Trustee will serve as registrar in connection with the Certificated Notes. Issuance: Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Original Issuance Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the original issuance date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note. Registration: Certificated Notes will be issued only in fully registered form without coupons. Maturities: Each Certificated Note will mature on a date more than nine months and not more than twelve years from date of issue. Currency: If other than U.S. dollars, the currency denomination with respect to any Certificated Note and the payment of interest and the repayment of principal with respect to any such Certificated Note shall be as set forth therein and in the applicable Pricing Supplement. Denominations: Unless otherwise provided in an applicable Pricing Supplement, the denomination of any Certificated Note will be a minimum of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or the equivalent. Interest: General. Interest on each Note will accrue from the date and at the rate, and will be payable at the times and in the manner, set forth in such Note. 19 Payments of Principal and Interest: The Trustee will pay principal and premium, if any, on each Certificated Note at maturity or upon redemption or repayment upon presentation and surrender of such Note to the Trustee. Such payment, together with payment of interest due at maturity or upon redemption or repayment of such Note, will be made in funds available for immediate use by the Trustee and in turn by the holder of such Note. Certificated Notes presented for payment to the Trustee at maturity or upon redemption or repayment for payment will be cancelled by the Trustee and delivered to the Company with a certificate of cancellation. All interest payments on a Certificated Note (other than interest due at maturity or upon redemption or repayment) will be made by check drawn on the Trustee (or another person appointed by the Trustee) and mailed by the Trustee to the person entitled thereto as provided in such Note and the relevant Indenture; provided, however, that (i) the holder of U.S.$5,000,000 or more in principal amount of Notes having the same Interest Payment Date may elect at any time to have payment made in immediately available funds and (ii) unless otherwise specified in the applicable Pricing Supplement or unless alternative arrangements are made, payments on Notes in a currency other than U.S. dollars will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States and the holder of such Notes will provide the Trustee with the appropriate wire transfer instructions. Following each Regular Record Date, the Trustee will furnish the Company with a list of interest payments to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. Interest at maturity or upon redemption or repayment will be payable to the person to whom the payment of principal is payable. The Trustee will provide monthly to the 20 Company lists of principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing or to be redeemed in the next month. The Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. If any Interest Payment Date or the Stated Maturity or redemption or repayment date for any Certificated Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date, Stated Maturity or redemption or repayment date will be the following day that is a Business Day with respect to such Note, except that, in the case of a Certificated LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such Certificated LIBOR Note. Preparation of Pricing Supplement: If any offer to purchase a Certificated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Note and will arrange to file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by telecopy or overnight express (for delivery by the close of business on the applicable trade date, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable trade date) to the Agent which made or presented the offer to purchase the applicable Note (in such capacity, the "Offering Agent") and the Trustee at the following applicable address: 21 If to Merrill Lynch & Co.: Merrill Lynch & Co.--Tritech Services 40 Colonial Drive Piscataway, New Jersey 08854 Attention: Prospectus Operations Susannah Putnam Telephone: (908) 885-2769 Telecopier: (908) 885-2774/5/6 If to CS First Boston Corporation: CS First Boston Corporation 5 World Trade Center New York, New York 10048 Attention: Joan Bryan Telephone: 212/322-5105 Fax: 212/898-3726 If to Goldman, Sachs & Co.: Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attention: Medium-Term Note Trading Fax: 212/902-0658 If to Lehman Brothers Inc.: Chemical Bank 4 New York Plaza Ground Floor Receive Window FAO Lehman Brothers New York, New York Attention: Jennifer Jones Telephone: 212/623-5953 If to Morgan Stanley & Co. Incorporated: Morgan Stanley & Co. Incorporated 1221 Avenue of the Americas 4th Floor New York, New York 10020 Attention: Medium-Term Note Trading Desk, Carlos Cabrera Fax: 212/764-7490 If to Salomon Brothers Inc: Salomon Brothers Inc 8800 Hidden River Parkway Tampa, Florida 33637 22 Attention: Enrique Castro Telephone: 813/558-7165 Fax: 813/558-4123 For record-keeping purposes, one copy of each Pricing Supplement shall also be mailed to each Agent at the address for notices set forth in the Distribution Agreement unless delivery to such address is otherwise expressly required above. In each instance that a Pricing Supplement is prepared, the Offering Agent will provide a copy of such Pricing Supplement (and, unless a copy of the Prospectus has been previously delivered, a copy of the Prospectus) to each investor or purchaser of the relevant Notes or its agent. Pursuant to Rule 434 ("Rule 434") of the Securities Act of 1933, as amended, the Pricing Supplement may be delivered separately from the Prospectus. Settlement: The receipt by the Company of immediately available funds in exchange for an authenticated Certificated Note delivered to an Agent and such Agent's delivery of such Note against receipt of immediately available funds shall constitute "settlement" with respect to such Note. All offers accepted by the Company will be settled within three Business Days, or at such time as the purchaser, the applicable Agent and the Company shall agree, pursuant to the timetable for settlement set forth below, unless the Company and the purchaser agree to settlement on another date. If procedures "A" and "B" of the applicable Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the applicable "Settlement Procedures Timetable", such offer shall not be settled until the Business Day following the completion of settlement procedures "A" and "B" or such later date as the purchaser and the Company shall agree. 23 The foregoing settlement procedures may be modified with respect to any purchase of Notes by an Agent as principal if so agreed by the Company and such Agent. Settlement Procedures: Settlement Procedures with regard to each Certificated Note sold by the Company to or through an Agent (unless otherwise specified pursuant to a Terms Agreement) shall be as follows: A. The Offering Agent will advise the Company by telephone that such Note is a Certificated Note and of the following settlement information: 1. Name in which such Note is to be registered ("Registered Owner"). 2. Address of the Registered Owner and address for payment of principal and interest. 3. Taxpayer identification number of the Registered Owner (if available). 4. Principal amount. 5. Maturity Date. 6. In the case of a Fixed Rate Certificated Note, the Inter- est Rate, or, in the case of a Floating Rate Certificated Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Interest Rate Basis, Index Maturity, First Interest Rate Reset Date, Interest Reset Frequency, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), and Maximum Interest Rate (if any). 7. Redemption or repayment provisions, if any. 24 8. Settlement date and time (original Issuance Date). 9. Price. 10. The Offering Agent's commission, if any, determined as provided in the Distribution Agreement. 11. Denominations (if other than $1,000 and integral multiples of $1,000 in excess thereof). 12. Specified Currency (if other than U.S. dollars). 13. Whether the Note is an OID Note, and if it is an OID Note, the total amount of OID, the yield to maturity, the initial accrual period OID. 14. Any other applicable Terms. B. The Company will advise the Trustee by telephone or electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure "A" above. C. The Company will have delivered to the Trustee a pre-printed four-ply packet for such Note, which packet will contain the following documents in forms that have been approved by the Company, the Agents and the Trustee: 1. Note with customer confirmation. 2. Stub One - For the Trustee. 3. Stub Two - For such Agent. 4. Stub Three - For the Company. D. The Trustee will complete such Note and authenticate such Note and deliver it (with the confirmation) and Stubs One and Two to the 25 Offering Agent, and the Offering Agent will acknowledge receipt of the Note by stamping or otherwise marking Stub One and returning it to the Trustee. Such delivery will be made only against such acknow- ledgment of receipt and evidence that instructions have been given by the Offering Agent for payment to the account of the Company at the Trustee or to such other account as the Company shall have specified to the Offering Agent and the Trustee in funds available for immediate use, of an amount equal to the price of such Note less the Offering Agent's commission, if any. In the event that the instructions given by the Offering Agent for payment to the account of the Company are revoked, the Company will as promptly as possible wire transfer to the account of the Offering Agent an amount of immediately available funds equal to the amount of such payment made. E. Unless the Offering Agent purchased such Note as principal, the Offering Agent will deliver such Note (with confirmation) to the customer against payment in immediately payable funds. Prior to delivery of the Certificated Note, the Offering Agent will have previously provided a copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, to such purchaser. F. The Trustee will send Stub Three to the Company by first-class mail. Periodically, the Trustee will also send to the Company a statement setting forth the principal amount of the Notes outstanding as of that date under the Indenture and setting forth a brief description of any sales of which the Company 26 has advised the Trustee but which have not yet been settled. Settlement Procedures Timetable: For sales by the Company of Certificated Notes to or through an Agent (unless otherwise specified pursuant to a Terms Agreement), Settlement Procedures "A" through "F" set forth above shall be completed on or before the respective times (New York City time) set forth below: Settlement Procedure Time A 11:00 A.M. on the trade date or within one hour following the trade B 12:00 noon on the trade date or within one hour following the trade C-D 2:15 P.M. on settlement date E 3:00 P.M. on settlement date F 5:00 P.M. on settlement date Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the relevant Agent will notify the Company and the Trustee by telephone and return such Note to the Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of such Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by such Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse such Agent or the Trustee, appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will mark such Note "can- 27 celled," make appropriate entries in the Trustee's records and send such Note to the Company. 28 EX-23 3 EXHIBIT 23(a) 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. /s/ KPMG Peat Marwick LLP San Francisco, CA August 2, 1995 -----END PRIVACY-ENHANCED MESSAGE-----