-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3zgb3fWCwE8JJ737R439QX2pIuw4D7BZQIEMxmr63zaoLiusm2zOvBylDBlyYvj CyUhvvabSvqfiB6xtPEPEQ== 0000912057-96-004761.txt : 19960320 0000912057-96-004761.hdr.sgml : 19960320 ACCESSION NUMBER: 0000912057-96-004761 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960319 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-06214 FILM NUMBER: 96536274 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 8-A12B 1 WELLS FARGO FORM 8-A12B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A FOR REGISTRATION OF SECURITIES OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WELLS FARGO & COMPANY (Exact name of registrant as specified in charter) DELAWARE 13-2553920 - ---------------------------------------- ------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94103 - ---------------------------------------- ------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 477-1000 ------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------- 8,000,000 Depositary Shares each representing a one-eighth interest in one share of 9 7/8% Preferred Stock, Series F New York Stock Exchange - ------------------------------------------ ------------------------------- 6,000,000 Depositary Shares each representing a one-eighth interest in one share of 9% Preferred Stock, Series G New York Stock Exchange - ------------------------------------------ ------------------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Not Applicable - ------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the registrant's securities to be registered hereunder appears under the combined subheadings "New Wells Fargo Preferred Stock," "New Wells Fargo 9 7/8% Preferred Stock," "New Wells Fargo 9.0% Preferred Stock" and "New Wells Fargo Depositary Shares" at pages 90 to 100 in the Joint Proxy Statement/Prospectus included as Exhibit 99 hereto and is incorporated herein by this reference. ITEM 2. EXHIBITS EX-3.(i).(a) Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of the registrant's Form 10-K filed March 21, 1994). EX-3.(i).(b) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the Adjustable Rate Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 3(c) of the registrant's Form 10-K filed March 21, 1994). EX-3.(i).(c) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Note Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto of the 9% Preferred Stock, Series C (incorporated by reference to Exhibit 3 of the registrant's Form 8-K filed October 24, 1991). EX-3.(i).(d) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 8 7/8% Preferred Stock, Series D (incorporated by reference to Exhibit 3 of the registrant's Form 8-K filed March 5, 1992). EX-3.(i).(e) Form of Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 9 7/8% Preferred Stock, Series F. EX-3.(i).(f) Form of Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 9% Preferred Stock, Series G. EX-3.(ii) By-laws, as amended April 18, 1995, of the registrant. EX-4.(i) Deposit Agreement, dated as of November 14, 1991, between First Interstate Bancorp and First Interstate Bank of California, as successor depositary to First Interstate Bank, Ltd., relating to First Interstate Bancorp's 9 7/8% Preferred Stock, Series F (incorporated by reference to Exhibit 2(a) to First Interstate's Registration Statement on Form 8-A dated November 7, 1991, as amended by Amendment No. 1 to Form 8-A dated November 11, 1991). 2. Upon the effectiveness of the proposed merger of First Interstate Bancorp with and into the registrant, as further described in the Joint Proxy Statement/Prospectus included as Exhibit 99 hereto, the registrant will succeed to the rights and obligations of First Interstate Bancorp under the Deposit Agreement. EX-4.(ii) Deposit Agreement, dated as of May 29, 1992, between First Interstate Bancorp and First Interstate Bank of California, as successor depositary to First Interstate Bank, Ltd., relating to First Interstate Bancorp's 9% Preferred Stock, Series G (incorporated by reference to Exhibit 2(a) to First Interstate's Registration Statement on Form 8-A dated May 22, 1992). Upon the effectiveness of the proposed merger of First Interstate Bancorp with and into the registrant, as further described in the Joint Proxy Statement/Prospectus included as Exhibit 99 hereto, the registrant will succeed to the rights and obligations of First Interstate Bancorp under the Deposit Agreement. EX-4.(iii) Form of stock certificate evidencing the registrant's 9 7/8% Preferred Stock, Series F. EX-4.(iv) Form of stock certificate evidencing the registrant's 9% Preferred Stock, Series G. EX-4.(v) Form of depositary receipt evidencing depositary shares of the registrant's 9 7/8% Preferred Stock, Series F. EX-4.(vi) Form of depositary receipt evidencing depositary shares of the registrant's 9% Preferred Stock, Series G. EX-99 Joint Proxy Statement of the registrant and First Interstate Bancorp and Prospectus of the registrant dated February 27, 1996 (the "Joint Proxy Statement/Prospectus") (incorporated by reference to Amendment No. 4 to the registrant's Registration Statement on Form S-4 filed February 27, 1996 (File No. 33-64575)). 3. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. WELLS FARGO & COMPANY By: /s/ Guy Rounsaville, Jr. --------------------------------------- Executive Vice President and Secretary Dated: March 19, 1996 4. INDEX TO EXHIBITS Exhibit Number Exhibit - ------- ------- EX-3.(i).(a) Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of the registrant's Form 10-K filed March 21, 1994). EX-3.(i).(b) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the Adjustable Rate Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 3(c) of the registrant's Form 10-K filed March 21, 1994). EX-3.(i).(c) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Note Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto of the 9% Preferred Stock, Series C (incorporated by reference to Exhibit 3 of the registrant's Form 8-K filed October 24, 1991). EX-3.(i).(d) Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 8 7/8% Preferred Stock, Series D (incorporated by reference to Exhibit 3 of the registrant's Form 8-K filed March 5, 1992). EX-3.(i).(e) Form of Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 9 7/8% Preferred Stock, Series F. EX-3.(i).(f) Form of Certificate of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights, and the Qualifications, Limitations or Restrictions Thereof, Which Have Not Been Set Forth in the Certificate of Incorporation or in any Amendment Thereto, of the 9% Preferred Stock, Series G. EX-3.(ii) By-laws, as amended April 18, 1995, of the registrant. EX-4.(i) Deposit Agreement, dated as of November 14, 1991, between First Interstate Bancorp and First Interstate Bank of California, as successor depositary to First Interstate Bank, Ltd., relating to First Interstate Bancorp's 9 7/8% Preferred Stock, Series F (incorporated by reference to Exhibit 2(a) to First Interstate's Registration Statement on Form 8-A dated November 7, 1991, as amended by Amendment No. 1 to Form 8-A dated November 11, 1991). Upon the effectiveness of the proposed merger of First Interstate Bancorp with and into the registrant, as further described in the Joint Proxy Statement/Prospectus included as Exhibit 99 hereto, the registrant will succeed to the rights and obligations of First Interstate Bancorp under the Deposit Agreement. 5. Exhibit Number Exhibit - ------- ------- EX-4.(ii) Deposit Agreement, dated as of May 29, 1992, between First Interstate Bancorp and First Interstate Bank of California, as successor depositary to First Interstate Bank, Ltd., relating to First Interstate Bancorp's 9% Preferred Stock, Series G (incorporated by reference to Exhibit 2(a) to First Interstate's Registration Statement on Form 8-A dated May 22, 1992). Upon the effectiveness of the proposed merger of First Interstate Bancorp with and into the registrant, as further described in the Joint Proxy Statement/Prospectus included as Exhibit 99 hereto, the registrant will succeed to the rights and obligations of First Interstate Bancorp under the Deposit Agreement. EX-4.(iii) Form of stock certificate evidencing the registrant's 9 7/8% Preferred Stock, Series F. EX-4.(iv) Form of stock certificate evidencing the registrant's 9% Preferred Stock, Series G. EX-4.(v) Form of depositary receipt evidencing depositary shares of the registrant's 9 7/8% Preferred Stock, Series F. EX-4.(vi) Form of depositary receipt evidencing depositary shares of the registrant's 9% Preferred Stock, Series G. EX-99 Joint Proxy Statement of the registrant and First Interstate Bancorp and Prospectus of the registrant dated February 27, 1996 (the "Joint Proxy Statement/Prospectus") (incorporated by reference to Amendment No. 4 to the registrant's Registration Statement on Form S-4 filed February 27, 1996 (File No. 33-64575)). 6. EX-3.(I)(E) 2 EXHIBIT 3(I)(E) CERTIFICATE OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 9 7/8% PREFERRED STOCK, SERIES F OF WELLS FARGO & COMPANY WE, THE UNDERSIGNED, William F. Zuendt and Guy Rounsaville, Jr., the President and the Secretary, respectively, of Wells Fargo & Company, a Delaware corporation (the "Company"), DO HEREBY CERTIFY that the following resolution was duly adopted by the Financing Committee of the Board of Directors of the Company by unanimous written consent dated as of February __, 1996: RESOLVED that, pursuant to authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Company and delegated to the Financing Committee by resolutions of the Board of Directors adopted on January 21, 1992, the Financing Committee of the Board of Directors hereby authorizes the issuance of a series of Preferred Stock of the Company to consist of l,000,000 shares, the voting powers, designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in the Restated Certificate of Incorporation, are hereby fixed as follows: 1. NUMBER OF SHARES. The series of preferred stock created hereby shall comprise 1,000,000 shares designated as the "9 7/8% Preferred Stock, Series F" (the "9 7/8% Preferred Stock"). The 9 7/8% Preferred Stock has a par value of $5.00 per share and a liquidation preference of $200.00 per share. The number of authorized shares of the 9 7/8% Preferred Stock may be reduced by further resolution duly adopted by or pursuant to authority conferred by the Board of Directors of the Company and by the filing of a 1. certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of the 9 7/8% Preferred Stock shall not be increased. 2. DIVIDENDS. 2.1 RIGHT TO RECEIVE CASH DIVIDENDS. The holders of shares of the 9 7/8% Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Company or any duly authorized committee thereof, out of funds legally available therefor, cumulative cash dividends, payable quarterly in arrears on the last day of March, June, September and December of each year, commencing June 30, 1996 (each a "Dividend Payment Date"), at the rate per annum payable as set forth in Section 2.2. Each such dividend shall be paid to the holders of record of the 9 7/8% Preferred Stock as they appear on the stock register of the Company on such record date, not exceeding 60 calendar days preceding the Dividend Payment Date thereof, as shall be fixed by the Board of Directors of the Company or by a committee of said Board of Directors duly authorized to fix such date. The amount of dividends per share payable for each quarterly dividend period shall be computed by dividing the dividend rate for such dividend period by four and applying such rate against the liquidation preference per share of the 9 7/8% Preferred Stock. Dividends payable on the 9 7/8% Preferred Stock for any period less than a full quarterly dividend period, including the Initial Dividend Period, as defined below, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 2.2. DIVIDEND RATE. The dividend rate on the shares of 9 7/8% Preferred Stock for the period from April 1, 1996, to and including June 30, 1996 (the "Initial Dividend Period"), and for each quarterly dividend period thereafter shall be 9 7/8% per annum. 2. 2.3 DIVIDEND RANK. (a) So long as any shares of the 9 7/8% Preferred Stock are outstanding, no dividends shall be paid or declared upon any shares of any class or series of stock of the Company ranking on a parity with the 9 7/8% Preferred Stock in the payment of dividends for any period unless, at or prior to the time of such payment or declaration, (i) all dividends payable on the 9 7/8% Preferred Stock for all dividend periods ended prior to the date of such payment or declaration shall have been paid, and (ii) a like proportionate dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed thereupon, shall be paid upon or declared for the 9 7/8% Preferred Stock then issued and outstanding. (b) If any shares of the 9 7/8% Preferred Stock are outstanding, no full dividends shall be declared or paid or set apart for payment on any series of the preferred stock, $5.00 par value, of the Company (the "Preferred Stock") ranking, as to dividends, on a parity with or junior to the 9 7/8% Preferred Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the 9 7/8% Preferred Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. In the event that dividends are not paid in full (or a sum sufficient for such full payment set apart) upon the shares of the 9 7/8% Preferred Stock or the shares of any other series of Preferred Stock ranking on a parity as to dividends with the shares of the 9 7/8% Preferred Stock, dividends upon shares of the 9 7/8% Preferred Stock and dividends on shares of such other series of Preferred Stock shall be declared by the Board of Directors or a duly authorized committee thereof pro rata with respect thereto so that the amount of dividends per share on the 9 7/8% Preferred Stock and such other series of Preferred Stock so declared shall in all cases bear to each other the same ratio that full cumulative dividends on the shares of the 9 7/8% Preferred Stock and full dividends, including accumulations, if any, on the shares of such other series of Preferred Stock, bear to each other. 3. (c) Except as provided in this Section 2.3, if full cumulative dividends on all outstanding shares of the 9 7/8% Preferred Stock at the rate per share set out in Section 2.2 shall not have been declared and paid or set aside for payment, the Company shall not, until full cumulative dividends have been declared and paid or set aside for payment on all outstanding shares of the 9 7/8% Preferred Stock, (i) declare or pay or set aside for payment any dividends (other than a dividend in common stock, $5.00 par value, of the Company (the "Common Stock") or in any other stock ranking junior to the 9 7/8% Preferred Stock as to dividends and upon liquidation, dissolution or winding up of the Company) or make any other distribution on the Common Stock or any other stock of the Company ranking junior to or on a parity with shares of the 9 7/8% Preferred Stock, with respect to the payment of dividends or distribution of assets upon liquidation, dissolution or winding up of the Company, or (ii) make any payment on account of the purchase, redemption or other retirement of, or pay or make available any moneys for a sinking fund for the redemption of, any shares of Common Stock or such other junior or parity stock except by conversion into or exchange for stock of the Company ranking junior to the 9 7/8% Preferred Stock as to dividends and upon liquidation. (d) Any dividend payment made on shares of the 9 7/8% Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares. 3. REDEMPTION. 3.1 REDEMPTION PRICES AND DATES. The shares of the 9 7/8% Preferred Stock shall not be redeemable prior to November 15, 1996. On or after November 15, 1996, the Company, at its option, may redeem the shares of the 9 7/8% Preferred Stock as a whole or from time to time in part, at a redemption price of $200.00 per share, plus, in each case, all accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption. 3.2 RESTRICTIONS. Notwithstanding the foregoing, if full cumulative dividends on all outstanding shares of 9 4. 7/8% Preferred Stock have not been paid or contemporaneously declared and paid for all past dividend periods, no shares of 9 7/8% Preferred Stock shall be redeemed pursuant to this Section 3 unless all outstanding shares of 9 7/8% Preferred Stock are simultaneously redeemed, and, unless the full cumulative dividends on all outstanding shares of 9 7/8% Preferred Stock and any other Preferred Stock ranking on a parity therewith as to dividends and upon liquidation shall have been paid or contemporaneously are declared and paid for all past dividend periods, the Company shall not purchase or otherwise acquire any shares of 9 7/8% Preferred Stock or shares of any other series of Preferred Stock ranking on a parity therewith as to dividends and upon liquidation (except by conversion into or exchange for shares of the Company ranking junior to the shares of the 9 7/8% Preferred Stock); provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of the 9 7/8% Preferred Stock or of shares of such other series of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of the 9 7/8% Preferred Stock or of such other series. 3.3 PRO RATA REDEMPTION. In the event that fewer than all the outstanding shares of the 9 7/8% Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors or a duly authorized committee thereof and the shares to be redeemed shall be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held by such holders (with adjustments to avoid fractional shares). 3.4 NOTICE. In the event the Company shall redeem shares of the 9 7/8% Preferred Stock, notice of such redemption (a "Notice of Redemption") shall be given by first class mail, postage prepaid, mailed not less than 40 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Company. Each such Notice of Redemption shall state: (i) the redemption date; (ii) the number of shares of the 9 7/8% Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the 5. number of such shares to be redeemed from such holder; (iii) the redemption price (specifying the amount of accrued and unpaid dividends to be included therein); (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accumulate on such redemption date; and (vi) the provision hereunder pursuant to which such redemption is being made. 3.5 CESSATION OF DIVIDENDS. If a Notice of Redemption has been given, from and after the redemption date for the shares of the 9 7/8% 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 plus an amount equal to full cumulative dividends thereon (whether or not earned or declared) to the date fixed for redemption) dividends on the shares of the 9 7/8% Preferred Stock so called for redemption shall cease to accrue and said shares shall 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 plus an amount equal to such accumulated and unpaid dividends) shall cease. Upon surrender in accordance with said Notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the Notice shall so state), the redemption price set forth above plus an amount equal to such accumulated and unpaid dividends shall be paid by the paying agent for the Company. In the case that fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. 3.6 STATUS OF REDEEMED SHARES. Shares of 9 7/8% Preferred Stock which have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by or on behalf of the Board of Directors. 4. LIQUIDATION RIGHTS. 6. 4.1 PAYMENT UPON LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of outstanding shares of the 9 7/8% Preferred Stock shall be entitled, before any payment or distribution shall be made on the Common Stock or any other class of stock ranking junior to the 9 7/8% Preferred Stock upon liquidation, to be paid in full an amount equal to $200.00 per share, plus an amount equal to all accumulated and unpaid dividends (whether or not earned or declared). After payment of the full amount of such liquidation distribution, the holders of the 9 7/8% Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Company. 4.2 INSUFFICIENT ASSETS. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the shares of the 9 7/8% Preferred Stock and the holders of shares of all other stock of the Company ranking, as to liquidation, dissolution or winding up, on a parity with the 9 7/8% Preferred Stock, shall be insufficient to pay in full the preferential amount set forth in Section 4.1 and liquidating payments on all such other stock ranking, as to liquidation, dissolution or winding up, on a parity with the 9 7/8% Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the 9 7/8% Preferred Stock and all such other stock ratably in accordance with the respective amounts which would be payable on such shares of the 9 7/8% Preferred Stock and any such other stock if all amounts payable thereon were paid in full (which, in the case of such other stock, may include accumulated dividends). 4.3 PAYMENTS ON STOCK RANKING JUNIOR. In the event of any such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, unless and until payment in full is made to the holders of all outstanding shares of the 9 7/8% Preferred Stock of the liquidation distribution to which they are entitled pursuant to Section 4.1, no dividend or other distribution shall be made to the holders of the Common Stock or any other class of stock ranking upon liquidation junior to the shares of the 9 7/8% Preferred Stock and no purchase, redemption or other acquisition for any consideration by the Company shall be made in respect of the shares of the Common Stock or such other class of stock. 7. 4.4 DEFINITION. Neither the consolidation nor merger of the Company into or with another corporation or corporations shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 4. 5. VOTING RIGHTS. 5.1 GENERALLY. Holders of the 9 7/8% Preferred Stock shall not have any voting rights except as hereinafter provided or as otherwise from time to time required by law. If at the time of any annual meeting of stockholders for the election of directors of the Company a default in preference dividends shall exist on the 9 7/8% Preferred Stock, or any series of Preferred Stock ranking on a parity with the 9 7/8% Preferred Stock as to dividends or upon liquidation (the 9 7/8% Preferred Stock and any such series of Preferred Stock being herein referred to as the "Parity Preferred Stock"), the maximum authorized number of members of the Board of Directors shall automatically be increased by two. The two vacancies so created shall be filled at such meeting by the vote of the holders of the 9 7/8% Preferred Stock and the holders of any other Parity Preferred Stock upon which like voting rights have been conferred and are then exercisable (the Preferred Stock and such other Parity Preferred Stock being herein referred to as "Voting Parity Preferred Stock"), voting together as a single class without regard to series, to the exclusion of the holders of the Common Stock and any other class of capital stock of the Company that is not Voting Parity Preferred Stock. The holders of the Common Stock and any other class of capital stock of the Company which has the right to vote at such meeting (other than the Voting Parity Preferred Stock) shall elect the remaining directors. Such right of the holders of the Voting Parity Preferred Stock shall continue until there are no preference dividends in arrears upon the Voting Parity Preferred Stock of any series at which time such right shall terminate, except as by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned. Upon any such termination of the right of the holders of shares of Voting Parity Preferred Stock as a class to vote for directors as herein provided, the term of office of each director then in office 8. elected by such holders voting as a class (herein called a "Preferred Director") shall terminate immediately. Any Preferred Director may be removed by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Voting Parity Preferred Stock, called for such purpose. So long as a default in any preference dividends on the Voting Parity Preferred Stock of any series shall exist, (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by the person appointed by an instrument in writing signed by the remaining Preferred Director and filed with the Company and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the person elected by the vote of the holders of outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted or at any subsequent meeting. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed to be a Preferred Director. Whenever a default in preference dividends on the Voting Parity Preferred Stock shall no longer exist: (i) the term of office of the Preferred Directors shall end, (ii) the special voting powers vested in the holders of the Voting Parity Preferred Stock as provided in this resolution shall expire, and (iii) the number of members of the Board of Directors shall be such number as may be provided for in the Company's By-Laws irrespective of any increase made as provided in this resolution. A "default in preference dividends" on the Voting Parity Preferred Stock of any series shall be deemed to have occurred whenever the amount of unpaid accrued dividends upon such series through the last preceding dividend period therefor shall be equivalent to six quarterly dividends (which, with respect to the 9 7/8% Preferred Stock, shall be deemed to be dividends in respect of a number of dividend periods containing not less than 540 days) or more, and having so occurred, such default shall be deemed to exist thereafter until, but only until, full cumulative dividends on all shares of Voting Parity Preferred Stock of each and every series then outstanding 9. shall have been paid to the end of the last preceding dividend period. 5.2 RANKING. So long as any shares of 9 7/8% Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of the 9 7/8% Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class together with all other series of Parity Preferred Stock), (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of stock ranking prior to the 9 7/8% Preferred Stock with respect to payment of dividends or the distribution of assets on liquidation, or reclassify any authorized stock of the Company into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Company's Restated Certificate of Incorporation or of the resolution contained in the certificate of designation for the 9 7/8% Preferred Stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the 9 7/8% Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Preferred Stock or the creation or issuance of other series of Preferred Stock, or any increase in the amount of authorized shares of such series or of any other series of Preferred Stock, in each case ranking on a parity with or junior to the 9 7/8% Preferred Stock shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. 5.3 APPLICABILITY. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of the 9 7/8% Preferred Stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. 6. CONVERSION OR EXCHANGE. The holders of shares of the 9 7/8% Preferred Stock shall not have any right herein to 10. convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Company. 7. RANKING. The 9 7/8% Preferred Stock shall rank on a parity as to dividends and liquidation with each series of Preferred Stock outstanding on the date of issuance of the 9 7/8% Preferred Stock. IN WITNESS WHEREOF, Wells Fargo & Company has caused this Certificate to be executed by its officers thereunto duly authorized as of this __ day of February 1996. ______________________________ William F. Zuendt President Attest: ________________________________ Guy Rounsaville, Jr. Secretary 11. EX-3.(I)(F) 3 EXHIBIT 3(I)(F) CERTIFICATE OF THE VOTING POWERS, DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE 9% PREFERRED STOCK, SERIES G OF WELLS FARGO & COMPANY WE, THE UNDERSIGNED, William F. Zuendt and Guy Rounsaville, Jr., the President and the Secretary, respectively, of Wells Fargo & Company, a Delaware corporation (the "Company"), DO HEREBY CERTIFY that the following resolution was duly adopted by the Financing Committee of the Board of Directors of the Company by unanimous written consent dated as of February __, 1996: RESOLVED that, pursuant to authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Company and delegated to the Financing Committee by resolutions of the Board of Directors adopted on January 21, 1992, the Financing Committee of the Board of Directors hereby authorizes the issuance of a series of Preferred Stock of the Company to consist of 750,000 shares, the voting powers, designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in the Restated Certificate of Incorporation, are hereby fixed as follows: 1. NUMBER OF SHARES. The series of preferred stock created hereby shall comprise 750,000 shares designated as the "9% Preferred Stock, Series G" (the "9% Preferred Stock"). The 9% Preferred Stock has a par value of $5.00 per share and a liquidation preference of $200.00 per share. The number of authorized shares of the 9% Preferred Stock may be reduced by further resolution duly adopted by or pursuant to authority conferred by the Board of Directors of the Company and by the filing of a certificate pursuant to 1. the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of the 9% Preferred Stock shall not be increased. 2. DIVIDENDS. 2.1 RIGHT TO RECEIVE CASH DIVIDENDS. The holders of shares of the 9% Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Company or any duly authorized committee thereof, out of funds legally available therefor, cumulative cash dividends, payable quarterly in arrears on the last day of March, June, September and December of each year, commencing June 30, 1996 (each a "Dividend Payment Date"), at the rate per annum payable as set forth in Section 2.2. Each such dividend shall be paid to the holders of record of the 9% Preferred Stock as they appear on the stock register of the Company on such record date, not exceeding 60 calendar days preceding the Dividend Payment Date thereof, as shall be fixed by the Board of Directors of the Company or by a committee of said Board of Directors duly authorized to fix such date. The amount of dividends per share payable for each quarterly dividend period shall be computed by dividing the dividend rate for such dividend period by four and applying such rate against the liquidation preference per share of the 9% Preferred Stock. Dividends payable on the 9% Preferred Stock for any period less than a full quarterly dividend period, including the Initial Dividend Period, as defined below, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 2.2. DIVIDEND RATE. The dividend rate on the shares of 9% Preferred Stock for the period from April 1, 1996, to and including June 30, 1996 (the "Initial Dividend Period"), and for each quarterly dividend period thereafter shall be 9.00% per annum. 2.3 DIVIDEND RANK. 2. (a) So long as any shares of the 9% Preferred Stock are outstanding, no dividends shall be paid or declared upon any shares of any class or series of stock of the Company ranking on a parity with the 9% Preferred Stock in the payment of dividends for any period unless, at or prior to the time of such payment or declaration, (i) all dividends payable on the 9% Preferred Stock for all dividend periods ended prior to the date of such payment or declaration shall have been paid, and (ii) a like proportionate dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed thereupon, shall be paid upon or declared for the 9% Preferred Stock then issued and outstanding. (b) If any shares of the 9% Preferred Stock are outstanding, no full dividends shall be declared or paid or set apart for payment on any series of the preferred stock, $5.00 par value, of the Company (the "Preferred Stock") ranking, as to dividends, on a parity with or junior to the 9% Preferred Stock for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the 9% Preferred Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. In the event that dividends are not paid in full (or a sum sufficient for such full payment set apart) upon the shares of the 9% Preferred Stock or the shares of any other series of Preferred Stock ranking on a parity as to dividends with the shares of the 9% Preferred Stock, dividends upon shares of the 9% Preferred Stock and dividends on shares of such other series of Preferred Stock shall be declared by the Board of Directors or a duly authorized committee thereof pro rata with respect thereto so that the amount of dividends per share on the 9% Preferred Stock and such other series of Preferred Stock so declared shall in all cases bear to each other the same ratio that full cumulative dividends on the shares of the 9% Preferred Stock and full dividends, including accumulations, if any, on the shares of such other series of Preferred Stock, bear to each other. (c) Except as provided in this Section 2.3, if full cumulative dividends on all outstanding shares of the 9% 3. Preferred Stock at the rate per share set out in Section 2.2 shall not have been declared and paid or set aside for payment, the Company shall not, until full cumulative dividends have been declared and paid or set aside for payment on all outstanding shares of the 9% Preferred Stock, (i) declare or pay or set aside for payment any dividends (other than a dividend in common stock, $5.00 par value, of the Company (the "Common Stock") or in any other stock ranking junior to the 9% Preferred Stock as to dividends and upon liquidation, dissolution or winding up of the Company) or make any other distribution on the Common Stock or any other stock of the Company ranking junior to or on a parity with shares of the 9% Preferred Stock, with respect to the payment of dividends or distribution of assets upon liquidation, dissolution or winding up of the Company, or (ii) make any payment on account of the purchase, redemption or other retirement of, or pay or make available any moneys for a sinking fund for the redemption of, any shares of Common Stock or such other junior or parity stock except by conversion into or exchange for stock of the Company ranking junior to the 9% Preferred Stock as to dividends and upon liquidation. (d) Any dividend payment made on shares of the 9% Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares. 3. REDEMPTION. 3.1 REDEMPTION PRICES AND DATES. The shares of the 9% Preferred Stock shall not be redeemable prior to May 29, 1997. On or after May 29, 1997, the Company, at its option, may redeem the shares of the 9% Preferred Stock as a whole or from time to time in part, at a redemption price of $200.00 per share, plus, in each case, all accrued and unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption. 3.2 RESTRICTIONS. Notwithstanding the foregoing, if full cumulative dividends on all outstanding shares of 9% Preferred Stock have not been paid or contemporaneously declared and paid for all past dividend periods, no shares 4. of 9% Preferred Stock shall be redeemed pursuant to this Section 3 unless all outstanding shares of 9% Preferred Stock are simultaneously redeemed, and, unless the full cumulative dividends on all outstanding shares of 9% Preferred Stock and any other Preferred Stock ranking on a parity therewith as to dividends and upon liquidation shall have been paid or contemporaneously are declared and paid for all past dividend periods, the Company shall not purchase or otherwise acquire any shares of 9% Preferred Stock or shares of any other series of Preferred Stock ranking on a parity therewith as to dividends and upon liquidation (except by conversion into or exchange for shares of the Company ranking junior to the shares of the 9% Preferred Stock); provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of the 9% Preferred Stock or of shares of such other series of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of the 9% Preferred Stock or of such other series. 3.3 PRO RATA REDEMPTION. In the event that fewer than all the outstanding shares of the 9% Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors or a duly authorized committee thereof and the shares to be redeemed shall be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held by such holders (with adjustments to avoid fractional shares). 3.4 NOTICE. In the event the Company shall redeem shares of the 9% Preferred Stock, notice of such redemption (a "Notice of Redemption") shall be given by first class mail, postage prepaid, mailed not less than 40 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Company. Each such Notice of Redemption shall state: (i) the redemption date; (ii) the number of shares of the 9% Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price (specifying the amount of accrued and unpaid dividends to be included therein); (iv) the place or 5. places where certificates for such shares are to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accumulate on such redemption date; and (vi) the provision hereunder pursuant to which such redemption is being made. 3.5 CESSATION OF DIVIDENDS. If a Notice of Redemption has been given, from and after the redemption date for the shares of the 9% 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 plus an amount equal to full cumulative dividends thereon (whether or not earned or declared) to the date fixed for redemption) dividends on the shares of the 9% Preferred Stock so called for redemption shall cease to accrue and said shares shall 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 plus an amount equal to such accumulated and unpaid dividends) shall cease. Upon surrender in accordance with said Notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the Notice shall so state), the redemption price set forth above plus an amount equal to such accumulated and unpaid dividends shall be paid by the paying agent for the Company. In the case that fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. 3.6 STATUS OF REDEEMED SHARES. Shares of 9% Preferred Stock which have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by or on behalf of the Board of Directors. 4. LIQUIDATION RIGHTS. 4.1 PAYMENT UPON LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of outstanding 6. shares of the 9% Preferred Stock shall be entitled, before any payment or distribution shall be made on the Common Stock or any other class of stock ranking junior to the 9% Preferred Stock upon liquidation, to be paid in full an amount equal to $200.00 per share, plus an amount equal to all accumulated and unpaid dividends (whether or not earned or declared). After payment of the full amount of such liquidation distribution, the holders of the 9% Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Company. 4.2 INSUFFICIENT ASSETS. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of the shares of the 9% Preferred Stock and the holders of shares of all other stock of the Company ranking, as to liquidation, dissolution or winding up, on a parity with the 9% Preferred Stock, shall be insufficient to pay in full the preferential amount set forth in Section 4.1 and liquidating payments on all such other stock ranking, as to liquidation, dissolution or winding up, on a parity with the 9% Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the 9% Preferred Stock and all such other stock ratably in accordance with the respective amounts which would be payable on such shares of the 9% Preferred Stock and any such other stock if all amounts payable thereon were paid in full (which, in the case of such other stock, may include accumulated dividends). 4.3 PAYMENTS ON STOCK RANKING JUNIOR. In the event of any such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, unless and until payment in full is made to the holders of all outstanding shares of the 9% Preferred Stock of the liquidation distribution to which they are entitled pursuant to Section 4.1, no dividend or other distribution shall be made to the holders of the Common Stock or any other class of stock ranking upon liquidation junior to the shares of the 9% Preferred Stock and no purchase, redemption or other acquisition for any consideration by the Company shall be made in respect of the shares of the Common Stock or such other class of stock. 7. 4.4 DEFINITION. Neither the consolidation nor merger of the Company into or with another corporation or corporations shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Section 4. 5. VOTING RIGHTS. 5.1 GENERALLY. Holders of the 9% Preferred Stock shall not have any voting rights except as hereinafter provided or as otherwise from time to time required by law. If at the time of any annual meeting of stockholders for the election of directors of the Company a default in preference dividends shall exist on the 9% Preferred Stock, or any series of Preferred Stock ranking on a parity with the 9% Preferred Stock as to dividends or upon liquidation (the 9% Preferred Stock and any such series of Preferred Stock being herein referred to as the "Parity Preferred Stock"), the maximum authorized number of members of the Board of Directors shall automatically be increased by two. The two vacancies so created shall be filled at such meeting by the vote of the holders of the 9% Preferred Stock and the holders of any other Parity Preferred Stock upon which like voting rights have been conferred and are then exercisable (the Preferred Stock and such other Parity Preferred Stock being herein referred to as "Voting Parity Preferred Stock"), voting together as a single class without regard to series, to the exclusion of the holders of the Common Stock and any other class of capital stock of the Company that is not Voting Parity Preferred Stock. The holders of the Common Stock and any other class of capital stock of the Company which has the right to vote at such meeting (other than the Voting Parity Preferred Stock) shall elect the remaining directors. Such right of the holders of the Voting Parity Preferred Stock shall continue until there are no preference dividends in arrears upon the Voting Parity Preferred Stock of any series at which time such right shall terminate, except as by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned. Upon any such termination of the right of the holders of shares of Voting Parity Preferred Stock as a class to vote for directors as herein provided, the term of office of each director then in office 8. elected by such holders voting as a class (herein called a "Preferred Director") shall terminate immediately. Any Preferred Director may be removed by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Voting Parity Preferred Stock, called for such purpose. So long as a default in any preference dividends on the Voting Parity Preferred Stock of any series shall exist, (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by the person appointed by an instrument in writing signed by the remaining Preferred Director and filed with the Company and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the person elected by the vote of the holders of outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted or at any subsequent meeting. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed to be a Preferred Director. Whenever a default in preference dividends on the Voting Parity Preferred Stock shall no longer exist: (i) the term of office of the Preferred Directors shall end, (ii) the special voting powers vested in the holders of the Voting Parity Preferred Stock as provided in this resolution shall expire, and (iii) the number of members of the Board of Directors shall be such number as may be provided for in the Company's By-Laws irrespective of any increase made as provided in this resolution. A "default in preference dividends" on the Voting Parity Preferred Stock of any series shall be deemed to have occurred whenever the amount of unpaid accrued dividends upon such series through the last preceding dividend period therefor shall be equivalent to six quarterly dividends (which, with respect to the 9% Preferred Stock, shall be deemed to be dividends in respect of a number of dividend periods containing not less than 540 days) or more, and having so occurred, such default shall be deemed to exist thereafter until, but only until, full cumulative dividends on all shares of Voting Parity Preferred Stock of each and every series then outstanding 9. shall have been paid to the end of the last preceding dividend period. 5.2 RANKING. So long as any shares of 9% Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of at least two- thirds of the shares of the 9% Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class together with all other series of Parity Preferred Stock), (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of stock ranking prior to the 9% Preferred Stock with respect to payment of dividends or the distribution of assets on liquidation, or reclassify any authorized stock of the Company into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Company's Restated Certificate of Incorporation or of the resolution contained in the certificate of designation for the 9% Preferred Stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the 9% Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Preferred Stock or the creation or issuance of other series of Preferred Stock, or any increase in the amount of authorized shares of such series or of any other series of Preferred Stock, in each case ranking on a parity with or junior to the 9% Preferred Stock shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. 5.3 APPLICABILITY. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of the 9% Preferred Stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. 6. CONVERSION OR EXCHANGE. The holders of shares of the 9% Preferred Stock shall not have any right herein to 10. convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Company. 7. RANKING. The 9% Preferred Stock shall rank on a parity as to dividends and liquidation with each series of Preferred Stock outstanding on the date of issuance of the 9% Preferred Stock. IN WITNESS WHEREOF, Wells Fargo & Company has caused this Certificate to be executed by its officers thereunto duly authorized as of this __ day of February 1996. _______________________________ William F. Zuendt President Attest: _______________________________ Guy Rounsaville, Jr. Secretary 11. EX-3.(II) 4 EXHIBIT 3(II) By-Laws of WELLS FARGO & COMPANY (a Delaware corporation), As amended April 18, 1995 ______________ ARTICLE I MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS. The annual meeting of stockholders of Wells Fargo & Company (the "corporation") shall be held on the third Tuesday of April in each year at such time of day as may be fixed by the Board of Directors, at the principal office of the corporation, if not a bank holiday, and if a bank holiday then on the next succeeding business day at the same hour and place, or at such other time, date or place, within or without the State of Delaware, as may be determined by the Board of Directors. At such meeting, Directors shall be elected, reports of the affairs of the corporation may be considered, and any other proper business may be transacted. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, unless otherwise regulated by statute, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer (if other than the Chairman of the Board or the President), or one or more stockholders holding not less than 10 percent of the voting power of the corporation. Such meetings may be held at any place within or without the State of Delaware designated by the Board of Directors of the corporation. SECTION 3. NOTICE OF MEETINGS. Notice of all meetings of the stockholders, both annual and special, shall be given by the Secretary in writing to stockholders entitled to vote. A notice may be given either personally or by mail or other means of written communication, charges prepaid, addressed to any stockholder at his address appearing on the books of the corporation or at the address given by such stockholder to the corporation for the purpose of notice. Notice of any meeting of stockholders shall be sent to each stockholder entitled thereto not less than 10 nor more than 60 days prior to such meeting. Such notice shall state the place, date and hour of the meeting -1- and shall also state (i) in the case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted, (ii) in the case of an annual meeting, those matters which the Board of Directors intends at the time of the mailing of the notice to present for stockholder action and that any other proper matter may be presented for stockholder action to the meeting, and (iii) in the case of any meeting at which Directors are to be elected, the names of the nominees which the management intends at the time of the mailing of the notice to present for election. SECTION 4. QUORUM. Except as otherwise provided by law, the presence of the holders of a majority of the stock issued and outstanding present in person or represented by proxy and entitled to vote is requisite and shall constitute a quorum for the transaction of business at all meetings of the stockholders, and the vote of a majority of such stock present and voting at a duly held meeting at which there is a quorum present shall decide any question brought before such meeting. SECTION 5. VOTING. Unless otherwise provided in the Certificate of Incorporation, every stockholder shall be entitled to one vote for every share of stock standing in his name on the books of the corporation, and may vote either in person or by proxy. ARTICLE II DIRECTORS SECTION 1. NUMBER, TERM. The property, business and affairs of the corporation shall be managed and all corporate power shall be exercised by or under the direction of the Board of Directors as from time to time constituted. The number of Directors of this corporation shall be not less than 10 nor more than 20, the exact number within the limits so specified to be fixed from time to time by a By-Law adopted by the stockholders or by the Board of Directors. Until some other number is so fixed, the number of Directors shall be 14. The term of office of each Director shall be from the time of his election until the annual meeting next succeeding his election and until his successor shall have been duly elected, or until his death, resignation or lawful removal pursuant to the provisions of the General Corporation Law of Delaware. SECTION 2. POWERS. In addition to the powers expressly conferred by these By-Laws, the Board of Directors may exercise all corporate powers and do such lawful acts and things as are -2- not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or approved by the stockholders. SECTION 3. COMPENSATION. Directors and Advisory Directors (as provided in Section 12 of this Article) as such may receive such compensation, if any, as the Board of Directors by resolution may direct, including salary or a fixed sum plus expenses, if any, for attendance at meetings of the Board of Directors or of its committees. SECTION 4. ORGANIZATIONAL MEETING. An organizational meeting of the Board of Directors shall be held each year on the day of the annual meeting of stockholders of the corporation for the purpose of electing officers, the members of the Formal Committees provided in Section 11 of this Article and the Advisory Directors provided in Section 12 of this Article, and for the transaction of any other business. Said organizational meeting shall be held without any notice other than this By-Law. SECTION 5. PLACE OF MEETINGS. The Board of Directors shall hold its meetings at the main office of the corporation or at such other place as may from time to time be designated by the Board of Directors or by the chief executive officer. SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors will be held on the third Tuesday of each month (except for the months of August and December) at the later of the following times: (i) 10:30 a.m. or (ii) immediately following the adjournment of any regular meeting of the Board of Directors of Wells Fargo Bank, National Association, held on the same day. If the day of any regular meeting shall fall upon a bank holiday, the meeting shall be held at the same hour on the first day following which is not a bank holiday. No call or notice of a regular meeting need be given unless the meeting is to be held at a place other than the main office of the corporation. SECTION 7. SPECIAL MEETINGS. Special meetings shall be held when called by the chief executive officer or at the written request of four Directors. SECTION 8. QUORUM; ADJOURNED MEETINGS. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. A majority of the Directors present, whether or not a quorum, may adjourn any meeting to another time and place, provided that, if the meeting is adjourned for more than 30 days, notice of the adjournment shall be given in accordance with these By-Laws. -3- SECTION 9. NOTICE, WAIVERS OF NOTICE. Notice of special meetings and notice of regular meetings held at a place other than the head office of the corporation shall be given to each Director, and notice of the adjournment of a meeting adjourned for more than 30 days shall be given prior to the adjourned meeting to all Directors not present at the time of the adjournment. No such notice need specify the purpose of the meeting. Such notice shall be given four days prior to the meeting if given by mail or on the day preceding the day of the meeting if delivered personally or by telephone, facsimile, telex or telegram. Such notice shall be addressed or delivered to each Director at such Director's address as shown upon the records of the corporation or as may have been given to the corporation by the Director for the purposes of notice. Notice need not be given to any Director who signs a waiver of notice (whether before or after the meeting) or who attends the meeting without protesting the lack of notice prior to its commencement. All such waivers shall be filed with and made a part of the minutes of the meeting. SECTION 10. TELEPHONIC MEETINGS. A meeting of the Board of Directors or of any Committee thereof may be held through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in such a meeting shall constitute presence at such meeting. SECTION 11. WRITTEN CONSENTS. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. SECTION 12. RESIGNATIONS. Any Director may resign his position as such at any time by giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Such resignation shall take effect as of the time such notice is given or as of any later time specified therein and the acceptance thereof shall not be necessary to make it effective. SECTION 13. VACANCIES. Vacancies in the membership of the Board of Directors shall be deemed to exist (i) in case of the death, resignation or removal of any Director, (ii) if the authorized number of Directors is increased, or (iii) if the stockholders fail, at a meeting of stockholders at which Directors are elected, to elect the full authorized number of -4- Directors to be elected at that meeting. Vacancies in the membership of the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The stockholders may elect a Director at any time to fill any vacancy not filled by the Directors. SECTION 14. COMMITTEES OF THE BOARD OF DIRECTORS. By resolution adopted by a majority of the authorized number of Directors, the Board of Directors may designate one or more Committees to act as or on behalf of the Board of Directors. Each such Committee shall consist of one or more Directors designated by the Board of Directors to serve on such Committee at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any Committee, which alternate members may replace any absent member at any meeting of such Committee. In the absence or disqualification of a member of a Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any Committee, to the extent provided in the resolution of the Board of Directors, these By-Laws or the Certificate of Incorporation, may have all the authority of the Board of Directors, except with respect to: (i) amending the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), (ii) adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law of Delaware, (iii) recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, (iv) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amending these By-Laws. Included among the Committees shall be the following: -5- (a) EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of its ex officio member and such additional Directors, in no event less than seven, as the Board of Directors may from time to time deem appropriate, elected by the Board of Directors at its organizational meeting or otherwise. Subject to such limitations as may from time to time be imposed by the Board of Directors or as are imposed by these By-Laws, the Executive Committee shall have the fullest authority to act for and on behalf of the corporation, and it shall have all of the powers of the Board of Directors which, under the law, it is possible for a Board of Directors to delegate to such a committee, including the supervision of the general management, direction and superintendence of the business and affairs of the corporation and the power to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware. (b) COMMITTEE ON EXAMINATIONS AND AUDITS. There shall be a Committee on Examinations and Audits consisting of not less than three Directors who are not officers of the corporation and who shall be elected by the Board of Directors at its organizational meeting or otherwise. It shall be the duty of this Committee (i) to make, or cause to be made, in accordance with the procedures from time to time approved by the Board of Directors, internal examinations and audits of the affairs of the corporation and the affairs of any subsidiary which by resolution of its board of directors has authorized the Committee on Examinations and Audits to act hereunder, (ii) to make recommendations to the Board of Directors of the corporation and of each such subsidiary with respect to the selection of and scope of work for the independent auditors for the corporation and for each subsidiary, (iii) to review, or cause to be reviewed in accordance with procedures from time to time approved by the Board of Directors, all reports of internal examinations and audits, all audit-related reports made by the independent auditors for the corporation and each such subsidiary and all reports of examination of the corporation and of any subsidiary made by regulatory authorities, (iv) from time to time, to review and discuss with the management, and independently with the General Auditor, the Risk Control Officer and the independent auditors, the accounting and reporting principles, policies and practices employed by the corporation and its subsidiaries and the adequacy of their accounting, financial, operating and administrative controls, including the review and approval of any policy statements relating thereto, and (v) to perform such other duties as the Board of Directors may from time to time assign to it. The Committee on Examinations and Audits shall submit reports of its findings, conclusions and recommendations, if any, to the Board of Directors. -6- (c) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE. There shall be a Management Development and Compensation Committee consisting of not less than six directors, who shall be elected by the Board of Directors at its organizational meeting or otherwise and none of whom shall be eligible to participate in either the Wells Fargo & Company Stock Appreciation Rights Plan, the Wells Fargo & Company Stock Option Plan the Wells Fargo & Company Employee Stock Purchase Plan or any similar employee stock plan (or shall have been so eligible within the year next preceding the date of becoming a member of the Management Development and Compensation Committee). It shall be the duty of the Management Development and Compensation Committee, and it shall have authority, (i) to advise the Chief Executive Officer concerning the corporation's salary policies, (ii) to administer such compensation programs as from time to time are delegated to it by the Board of Directors, (iii) to accept or reject the recommendations of the Chief Executive Officer with respect to all salaries in excess of such dollar amount or of officers of such grade or grades as the Board of Directors may from time to time by resolution determine to be appropriate and (iv) upon the request of any subsidiary which by resolution of its board of directors has authorized the Management Development and Compensation Committee to act hereunder, to advise its chief executive officer concerning such subsidiary's salary policies and compensation programs. (d) NOMINATING COMMITTEE. There shall be a Nominating Committee consisting of not less than three Directors, who shall be elected by the Board of Directors at its organizational meeting or otherwise. It shall be the duty of the Nominating Committee, annually and in the event of vacancies on the Board of Directors, to nominate candidates for election to the Board of Directors. The Chairman of the Board, or in the absence of the Chairman of the Board, the acting chief executive officer, if a Director, shall be an EX OFFICIO member of all the Committees except the Committee on Examinations and Audits, the Management and Development and Compensation Committee, the Nominating Committee and such other Committees which by resolution the Board of Directors expressly limit membership to non-officer Directors. Each Committee member shall serve until the organizational meeting of the Board of Directors held on the day of the annual meeting of stockholders in the year next following his or her election and until his or her successor shall have been elected, but any such member may be removed at any time by the Board of Directors. Vacancies in any of said committees, however created, shall be filled by the Board of Directors. A majority of the members of any such committee shall be necessary -7- to constitute a quorum and sufficient for the transaction of business, and any act of a majority present at a meeting of any such committee at which there is a quorum present shall be the act of such committee. Subject to these By-Laws and the authority of the Board of Directors, each committee shall have the power to determine the form of its organization. The provisions of these By-Laws governing the calling, notice and place of special meetings of the Board of Directors shall apply to all meetings of any Committee unless such committee fixes a time and place for regular meetings, in which case notice for such meeting shall be unnecessary. The provisions of these By-Laws regarding actions taken by the Board of Directors, however called or noticed, shall apply to all meetings of any Committee. Each committee shall cause to be kept a full and complete record of its proceedings, which shall be available for inspection by any Director. There shall be presented at each meeting of the Board of Directors a summary of the minutes of all proceedings of each committee since the preceding meeting of the Board of Directors. SECTION 15. ADVISORY DIRECTORS. There may be not more than 10 Advisory Directors, who may be elected by the Board of Directors at its organizational meeting. An Advisory Director shall serve until the next following organizational meeting of the Board of Directors. Any Advisory Director may be removed at any time by the Board of Directors. Vacancies may, but need not be, filled by the Board of Directors. Advisory Directors may attend meetings of the Board of Directors and, if appointed thereto as an advisor by the Board of Directors, meetings of Formal Committees with the privilege of participating in all discussions but without the right to vote. SECTION 16. DIRECTORS EMERITI. There shall be not more than ten (10) Directors Emeriti who shall be elected by the Board of Directors at its organizational meeting. A Director Emeritus shall serve until the next following organizational meeting of the Board of Directors. No person may be elected a Director Emeritus unless at some time prior thereto such person has been a Director of the corporation. Any Director Emeritus may be removed at any time by the Board of Directors. Vacancies, however created, may, but need not, be filled by the Board of Directors. Directors Emeriti may attend meetings of the Board of Directors and, if appointed thereto as an advisor by the Board of Directors, meetings of Committees with the privilege of participating in all discussions but without the right to vote. ARTICLE III -8- OFFICERS SECTION 1. ELECTION OF EXECUTIVE OFFICERS. The corporation shall have (i) a Chairman of the Board, (ii) a President, (iii) a Secretary and (iv) a Chief Financial Officer. The Corporation also may have a Vice Chairman of the Board, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Controller, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, a General Auditor, a Risk Control Officer, and such other officers as the Board of Directors, or the Chief Executive Officer or any officer or committee whom he may authorize to perform this duty, may from time to time deem necessary or expedient for the proper conduct of business by the corporation. The Chairman of the Board, the Vice Chairman of the Board, if any, and the President shall be elected from among the members of the Board of Directors. The following offices shall be filled only pursuant to election by the Board of Directors: Chairman of the Board, Vice Chairman of the Board, President, Vice Chairman, Executive Vice President, Senior Vice President, Secretary, Controller, Treasurer, General Auditor and Risk Control Officer. Other officers may be appointed by the Chief Executive Officer or by any officer or committee whom he may authorize to perform this duty. All officers shall hold office at will, at the pleasure of the Board of Directors, the Chief Executive Officer, the officer or committee having the authority to appoint such officers, and the officer or committee authorized by the Chief Executive Officer to remove such officers, and may be removed at any time, with or without notice and with or without cause. No authorization by the Chief Executive Officer to perform such duty of appointment or removal shall be effective unless done in writing and signed by the Chief Executive Officer. Two or more offices may be held by the same person. SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when present, preside at all meetings of the stockholders and of the Board of Directors and shall be the Chief Executive Officer of the corporation. As Chief Executive Officer, he shall (i) exercise, and be responsible to the Board of Directors for, the general supervision of the property, affairs and business of the corporation, (ii) report at each meeting of the Board of Directors upon all matters within his knowledge which the interests of the corporation may require to be brought to its notice, (iii) prescribe, or to the extent he may deem appropriate designate an officer or committee to prescribe, the duties, authority and signing power of all other officers and employees of the corporation and (iv) exercise, subject to these By-Laws, such other powers and perform such -9- other duties as may from time to time be prescribed by the Board of Directors. SECTION 3. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board shall, subject to these By-Laws, exercise such powers and perform such duties as may from time to time be prescribed by the Board of Directors. In the absence of the Chairman of the Board and the President, the Vice Chairman of the Board shall preside over the meetings of the stockholders and the Board of Directors. SECTION 4. PRESIDENT. The President shall, subject to these By-Laws, be the chief operating officer of the corporation and shall exercise such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors. In the absence of the Chairman of the Board, the President shall preside over the meetings of the stockholders and the Board of Directors. SECTION 5. ABSENCE OR DISABILITY OF CHIEF EXECUTIVE OFFICER. In the absence or disability of the Chairman of the Board, the President shall act as Chief Executive Officer. In the absence or the disability of both the Chairman of the Board and the President, the Vice Chairman of the Board shall act as Chief Executive Officer. In the absence of the Chairman of the Board, the President and the Vice Chairman of the Board, the officer designated by the Board of Directors, or if there be no such designation the officer designated by the Chairman of the Board, shall act as Chief Executive Officer. The Chairman of the Board shall at all times have on file with the Secretary his written designation of the officer from time to time so designated by him to act as Chief Executive Officer in his absence or disability and in the absence or disability of the President and the Vice Chairman of the Board. SECTION 6. EXECUTIVE VICE PRESIDENTS; SENIOR VICE PRESIDENTS; VICE PRESIDENTS. The Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have all such powers and duties as may be prescribed by the Board of Directors or by the Chief Executive Officer. SECTION 7. SECRETARY. The Secretary shall keep a full and accurate record of all meetings of the stockholders and of the Board of Directors, and shall have the custody of all books and papers belonging to the corporation which are located in its principal office. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and all other notices required by law or by these By-Laws. He shall be the custodian of the corporate seal or seals. In general, he shall perform all duties ordinarily incident to the -10- office of a secretary of a corporation, and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation, and shall deposit, or cause to be deposited, in the name of the corporation all moneys or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors. He shall render to the Chief Executive Officer and the Board of Directors, whenever requested, an account of the financial condition of the corporation. In general, he shall perform all duties ordinarily incident to the office of a chief financial officer of a corporation, and such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. SECTION 9. GENERAL AUDITOR. The General Auditor shall be responsible to the Board of Directors for evaluating the ongoing operation, and the adequacy, effectiveness and efficiency, of the system of control within the corporation and of each subsidiary which has authorized the Committee on Examinations and Audits to act under Section 14(b) of Article II of these By-Laws. He shall make, or cause to be made, such internal audits and reports of the corporation and each such subsidiary as may be required by the Board of Directors or by the Committee on Examinations and Audits. He shall coordinate the auditing work performed for the corporation and its subsidiaries by public accounting firms and, in connection therewith, he shall determine whether the internal auditing functions being performed within the subsidiaries are adequate. He shall also perform such other duties as the Chief Executive Officer may prescribe, and shall report to the Chief Executive Officer on all matters concerning the safety of the operations of the corporation and of any subsidiary which he deems advisable or which the Chief Executive Officer may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the corporation to the Committee on Examinations and Audits at least quarterly on all matters concerning the safety of the operations of the corporation and its subsidiaries which should be brought in such manner through such committee to the attention of the Board of Directors. Should the General Auditor deem any matter to be of especial immediate importance, he shall report thereon forthwith through the Committee on Examinations and Audits to the Board of Directors. SECTION 10. RISK CONTROL OFFICER. The Risk Control Officer shall report to the Board of Directors through its Committee on Examinations and Audits. The Risk Control Officer -11- shall be responsible for directing a number of control related activities principally affecting the Company's credit function and shall have such other duties and responsibilities as shall be prescribed from time to time by the chief executive officer and the Committee on Examinations and Audits. Should the Risk Control Officer deem any matter to be of special importance, the Risk Control Officer shall report thereon forthwith through the Committee to the Board of Directors. ARTICLE IV INDEMNIFICATION SECTION 1. ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the corporation (other than a judicial action or suit brought by or in the right of the corporation), by reason of the fact that he or she is or was an Agent (as hereinafter defined) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Agent in connection with such action, suit or proceeding, or any appeal therein, if the Agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding -- whether by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent -- shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that his or her conduct was unlawful. For purposes of this Article, an "Agent" shall be any director, officer or employee of the corporation, or any person who, being or having been such a director, officer or employee, is or was serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. SECTION 2. ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought -12- by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an Agent (as defined above) against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense, settlement or appeal of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. DETERMINATION OF RIGHT OF INDEMNIFICATION OR CONTRIBUTION. Unless otherwise ordered by a court, any indemnification under Section 1 or 2, and any contribution under Section 6, of this Article shall be made by the corporation to an Agent unless a determination is reasonably and promptly made, either (i) by the Board of Directors acting by a majority vote of a quorum consisting of Directors who were not party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or if obtainable and such quorum so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such Agent acted in bad faith and in a manner that such Agent did not believe to be in or not opposed to the best interests of the corporation or, with respect to any criminal proceeding, that such Agent believed or had reasonable cause to believe that his or her conduct was unlawful. SECTION 4. ADVANCES OF EXPENSES. Except as limited by Section 5 of this Article, costs, charges and expenses (including attorneys' fees) incurred by an Agent in defense of any action, suit, proceeding or investigation of the nature referred to in Section 1 or 2 of this Article or any appeal therefrom shall be paid by the corporation in advance of the final disposition of such matter; provided, however, that if the General Corporation Law of Delaware then so requires, such payment shall be made only if the Agent shall undertake to reimburse the corporation for such payment in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification. SECTION 5. RIGHT OF AGENT TO INDEMNIFICATION OR ADVANCE UPON APPLICATION; PROCEDURE UPON APPLICATION. Any indemnification under Section 1 or 2, or advance under Section 4, -13- of this Article shall be made promptly and in any event within 90 days, upon the written request of the Agent, unless with respect to an application under said Sections 1 or 2 an adverse determination is reasonably and promptly made pursuant to Section 3 of this Article or unless with respect to an application under said Section 4 an adverse determination is made pursuant to said Section 4. The right to indemnification or advances as granted by this Article shall be enforceable by the Agent in any court of competent jurisdiction if the Board of Directors or independent legal counsel improperly denies the claim, in whole or in part, or if no disposition of such claim is made within 90 days. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where any required undertaking has been tendered to the corporation) that the Agent has not met the standards of conduct which would require the corporation to indemnify or advance the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including the Board of Directors, independent legal counsel and the stockholders) to have made a determination prior to the commencement of such action that indemnification of the Agent is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the corporation (including the Board of Directors, independent legal counsel and the stockholders) that the Agent had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Agent had not met the applicable standard of conduct. The Agent's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the corporation. SECTION 6. CONTRIBUTION. In the event that the indemnification provided for in this Article is held by a court of competent jurisdiction to be unavailable to an Agent in whole or in part, then in respect of any threatened, pending or completed action, suit or proceeding in which the corporation is jointly liable with the Agent (or would be if joined in such action, suit or proceeding), to the extent permitted by the General Corporation Law of Delaware the corporation shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Agent in such proportion as is appropriate to reflect (i) the relative benefits received by the corporation on the one hand and the Agent on the other from the transaction from which such action, suit or proceeding arose and (ii) the relative fault of the corporation on the one hand and of the Agent on the other in connection with the events which resulted in such expenses, judgments, fines or -14- settlement amounts, as well as any other relevant equitable considerations. The relative fault of the corporation on the one hand and of the Agent on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. SECTION 7. OTHER RIGHTS AND REMEDIES. Indemnification under this Article shall be provided regardless of when the events alleged to underlie any action, suit or proceeding may have occurred, shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights to indemnification and advancement of expenses under this Article shall be deemed to be provided by a contract between the corporation and the Agent who serves as such at any time while these By-Laws and other relevant provisions of the General Corporation Law of Delaware and other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing. SECTION 8. INSURANCE. Upon resolution passed by the Board of Directors, the corporation may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the corporation would have the power to indemnify such person against such liability under the provisions of this Article. The corporation may create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. SECTION 9. CONSTITUENT CORPORATIONS. For the purposes of this Article, references to "the corporation" include all constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer or employee of such a constituent corporation or who, being or having been such a director, officer or employee, is or was serving at the request of such constituent corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would if he or she had served the resulting or surviving corporation in the same capacity. -15- SECTION 10. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S REQUEST. For purposes of this Article, references to "other enterprise" in Sections 1 and 9 shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service by an Agent as director, officer, employee, trustee or agent of the corporation which imposes duties on, or involves services by, such Agent with respect to any employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation" for purposes of this Article. SECTION 11. SAVINGS CLAUSE. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each Agent as to expenses (including attorneys' fees, judgments, fines and amounts paid in settlement with respect to any action, suit, appeal, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the corporation, to the full extent permitted by the applicable portion of this Article that shall not have been invalidated, or by any other applicable law. SECTION 12. ACTIONS INITIATED BY AGENT. Anything to the contrary in this Article notwithstanding, the corporation shall indemnify any Agent in connection with an action, suit or proceeding initiated by such Agent (other than actions, suits, or proceedings commenced pursuant to Section 5 of this Article) only if such action, suit or proceeding was authorized by the Board of Directors. SECTION 13. STATUTORY AND OTHER INDEMNIFICATION. Notwithstanding any other provision of this Article, the corporation shall indemnify any Agent and advance expenses incurred by such Agent in any action, suit or proceeding of the nature referred to in Section 1 or 2 of this Article to the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, except that no amount shall be paid pursuant to this Article in the event of an adverse determination pursuant to Section 3 of this Article or in respect of remuneration to the extent that it shall be determined to have been paid in violation of law or in respect of amounts owing under Section 16(b) of the Securities Exchange Act of 1934. The rights to indemnification and advancement of expenses provided by any provision of this Article, including -16- without limitation those rights conferred by the preceding sentence, shall not be deemed exclusive of, and shall not affect, any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any provision of any law, certificate of incorporation, by-law, agreement or by any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as an Agent. The corporation may also provide indemnification and advancement of expenses to other persons or entities to the extent deemed appropriate. ARTICLE V MISCELLANEOUS SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall be the calendar year. SECTION 2. STOCK CERTIFICATES. Each stockholder shall be entitled to a certificate representing the number of shares of the stock of the corporation owned by such stockholder and the class or series of such shares. Each certificate shall be signed in the name of the corporation by (i) the Chairman of the Board, the Vice Chairman of the Board, the President, an Executive Vice President, a Senior Vice President, or a Vice President, and (ii) the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary. Any of the signatures on the certificate may be facsimile. Prior to due presentment for registration of transfer in the stock transfer book of the corporation, the registered owner for any share of stock of the corporation shall be treated as the person exclusively entitled to vote, to receive notice, and to exercise all other rights and receive all other entitlements of a stockholder with respect to such share, except as may be provided otherwise by law. SECTION 3. EXECUTION OF WRITTEN INSTRUMENTS. All written instruments shall be binding upon the corporation if signed on its behalf by (i) any two of the following officers: the Chairman of the Board, the President, the Vice Chairman of the Board, the Vice Chairmen or the Executive Vice Presidents; or (ii) any one of the foregoing officers signing jointly with any Senior Vice President. Whenever any other officer or person shall be authorized to execute any agreement, document or -17- instrument by resolution of the Board of Directors, or by the Chief Executive Officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon the corporation. SECTION 4. SUBSIDIARY. As used in these By-Laws the term "subsidiary" or "subsidiaries" means any corporation 25 percent or more of whose voting shares is directly or indirectly owned or controlled by the corporation, or any other affiliate of the corporation designated in writing as a subsidiary of the corporation by the Chief Executive Officer of the corporation. All such written designations shall be filed with the Secretary of the corporation. SECTION 5. AMENDMENTS. These By-Laws may be altered, amended or repealed by a vote of the stockholders entitled to exercise a majority of the voting power of the corporation, by written consent of such stockholders or by the Board of Directors. SECTION 6. ANNUAL REPORT. The Board of Directors shall cause an annual report to be sent to the stockholders not later than 120 days after the close of the fiscal year and at least 15 days prior to the annual meeting of stockholders to be held during the ensuing fiscal year. SECTION 7. CONSTRUCTION. Unless the context clearly requires it, nothing in these By-Laws shall be construed as a limitation on any powers or rights of the corporation, its Directors or its officers provided by the General Corporation Law of Delaware. Unless the context otherwise requires, the General Corporation Law of Delaware shall govern the construction of these By-Laws. SECTION 8. LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors or any committee thereof, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors or such committee shall approve, including, without limitation, a pledge of shares of stock of the corporation. This Section shall not be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. -18- SECTION 9. NOTICES; WAIVERS. Whenever, under any provision of the General Corporation Law of Delaware, the Certificate of Incorporation or these By-Laws, notice is required to be given to any director or stockholder, such provision shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile, telex or telegram. A waiver in writing of any such required notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. -19- EX-4.(III) 5 EXHIBIT 4(III) SEE RESTRICTIVE LEGENDS ON REVERSE SIDE Incorporated under the Laws of the *1,000,000* State of Delaware WELLS FARGO & COMPANY THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF LOS ANGELES. 9 7/8% PREFERRED STOCK, SERIES F CUSIP 949740864 THIS CERTIFIES THAT WELLS FARGO BANK, N.A., as Depositary, is the record holder of One Million Fully Paid and Non-Assessable Shares of 9 7/8% Preferred Stock, Series F, of WELLS FARGO & COMPANY transferable on the share register of the Company in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. WITNESS the seal of the Company and the signatures of its duly authorized officers. DATED: ________, 199___ _________________________________ ______________________________ Paul D. Ardleigh Vice President Treasurer For Value Received, ____________ hereby sell, assign and transfer unto__________ ________________________________________________________________________________ ______________________________________________________________________ shares of the Preferred Stock of the within named Corporation, represented by the within Certificate and do hereby irrevocably constitute and appoint ___________________ ____________________________________________________________________ Attorney to transfer the said shares of said Preferred Stock on the books of the said Corporation, pursuant to the provisions of the By-Laws thereof, with full powers of substitution in the premises. Dated________________________A.D. 19____ __________________________________ In Presence of: ____________________________ NOTICE: The signature to this assignment must strictly correspond with the name as written upon the face of the Certificate in every particular and without alteration or enlargement or any change whatever. WELLS FARGO & COMPANY These shares will not be redeemable prior to November 15, 1996, except as established. The shares will be redeemable, at the option of the Company, in whole or in part, on or after November 15, 1996, at a redemption price equal to Two Hundred Dollars ($200.00) per share plus an amount equal to the sum of all accrued and unpaid dividends thereon to the date fixed for redemption. The Company will furnish, without charge, to each 9 7/8% Preferred Stock, Series F, shareholder who so requests, a full statement of the designations, rights, privileges, restrictions and all other terms and conditions of the share of the 9 7/8% Preferred Stock, Series F, and of the shares of any other class or series of stock of the Company. Such request may be made to the Corporate Secretary, 420 Montgomery Street, San Francisco, California 94103. The following abbreviations, when used in the inscription on the face of this certificate shall be construed as though they were written out in full. TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian TEN ENT -- as tenants by the entireties ----------------------------------------- JT TEN -- as joint tenants with right (Cust) (Minor) of survivorship and not under Uniform Gifts to Minors as tenants in common Act ------------------------------------- (State)
Additional abbreviations may also be used though not in the above list. EX-4.(IV) 6 EXHIBIT 4(IV) SEE RESTRICTIVE LEGENDS ON REVERSE SIDE Incorporated under the Laws of the *750,000* State of Delaware WELLS FARGO & COMPANY THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF LOS ANGELES. 9% PREFERRED STOCK, SERIES G CUSIP 949740856 THIS CERTIFIES THAT WELLS FARGO BANK, N.A., as Depositary, is the record holder of Seven Hundred Fifty Thousand Fully Paid and Non-Assessable Shares of 9% Preferred Stock, Series G, of WELLS FARGO & COMPANY transferable on the share register of the Company in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. WITNESS the seal of the Company and the signatures of its duly authorized officers. DATED: ________, 199___ __________________________________ ______________________________ Paul D. Ardleigh Vice President Treasurer For Value Received, ____________ hereby sell, assign and transfer unto _________ ________________________________________________________________________________ _______________________________________________________________________shares of the Preferred Stock of the within named Corporation, represented by the within Certificate and do hereby irrevocably constitute and appoint ___________________ ______________________________________________________________Attorney to transfer the said shares of said Preferred Stock on the books of the said Corporation, pursuant to the provisions of the By-Laws thereof, with full powers of substitution in the premises. Dated________________________A.D. 19____ ___________________________________ In Presence of: _____________________________ NOTICE: The signature to this assignment must strictly correspond with the name as written upon the face of the Certificate in every particular and without alteration or enlargement or any change whatever. WELLS FARGO & COMPANY These shares will not be redeemable prior to May 29, 1997, except as established. The shares will be redeemable, at the option of the Company, in whole or in part, on or after May 29, 1997, at a redemption price equal to Two Hundred Dollars ($200.00) per share plus an amount equal to the sum of all accrued and unpaid dividends thereon to the date fixed for redemption. The Company will furnish, without charge, to each 9% Preferred Stock, Series G, shareholder who so requests, a full statement of the designations, rights, privileges, restrictions and all other terms and conditions of the share of the 9% Preferred Stock, Series G, and of the shares of any other class or series of stock of the Company. Such request may be made to the Corporate Secretary, 420 Montgomery Street, San Francisco, California 94103. The following abbreviations, when used in the inscription on the face of this certificate shall be construed as though they were written out in full. TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian TEN ENT -- as tenants by the entireties ----------------------------------------- JT TEN -- as joint tenants with right (Cust) (Minor) of survivorship and not under Uniform Gifts to Minors as tenants in common Act ------------------------------------- (State)
Additional abbreviations may also be used though not in the above list. EX-4.(V) 7 EXHIBIT 4(V) *** # *** (EACH DEPOSITARY SHARE REPRESENTS A ONE-EIGHTH INTEREST IN A SHARE OF 9 7/8% PREFERRED STOCK, SERIES F) SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 949740 849 DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING A ONE-EIGHTH INTEREST IN A SHARE OF 9 7/8% PREFERRED STOCK, SERIES F OF WELLS FARGO & COMPANY (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE) 1. Wells Fargo Bank, N.A., a corporation duly organized and existing under the laws of the United State of America, with an office at 707 Wilshire Boulevard, Los Angeles, California 90017, as Depositary (the "Depositary"), hereby certifies that is the registered owner of DEPOSITARY SHARES ("Depositary Shares") each Depositary Share representing a one-eighth (1/8th) interest in a share of 9 7/8% Preferred Stock, Series F, $5.00 par value (the "Preferred Stock" or the "Stock"), of Wells Fargo & Company, a corporation duly organized and existing under the laws of the State of Delaware (the"Company"). Subject to the terms of the Deposit Agreement (as defined below), each owner of a Depositary Share is entitled, proportionately, through the Depositary to all rights and preferences of the Preferred Stock relating thereto, including dividend, voting, redemption and liquidation rights contained in a certificate adopted by a duly authorized committee of the Company's Board of Directors setting forth the number, terms, powers, designations, rights, preferences, qualifications, restrictions and limitations of the Preferred Stock (the "Certificate of Designation" or the "Certificate"), copies of which are on file at the Depositary's Corporate Office. 2. THE DEPOSIT AGREEMENT. Depositary Receipts (the "Depositary Receipts" or the "Receipts"), of which this Receipt is one, are made available upon the terms and conditions set forth in the Deposit Agreement, dated as of November 14, 1991 (the "Deposit Agreement"), among the Company, the Depositary, as successor depositary to First Interstate Bank of California, and all holders from time to time of the Receipts. The Deposit Agreement (copies of which are on file at the Depositary's Corporate Office) sets forth the rights of holders of the Receipts and the rights and duties of the Depositary and the Company in respect of the Preferred Stock deposited, and any and all other property and cash deposited from time to time thereunder. The statements made on the face and the reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are subject to the detailed provisions thereof, to which reference is hereby made. Unless otherwise expressly herein provided, all defined terms used herein shall have the meanings ascribed to them in the Deposit Agreement. REFERENCE IS HEREBY MADE TO THE PROVISIONS SET FORTH UNDER THE CAPTION "TERMS AND CONDITIONS CONTINUED" ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. The holder of this Depositary Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless the Depositary Receipt shall have been authenticated, manually by the Depositary, and if a Registrar for the Depositary Receipts other than the Depositary shall have been appointed, countersigned manually by such Registrar. THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED PREFERRED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY PREFERRED STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE DEPOSITARY RECEIPTS TO THE DEPOSITARY SHARES. The Company will furnish to any holder of a Depositary Receipt without charge, upon request addressed to its executive officer or the office of its transfer agent, a full statement of the designation, relative rights, preferences and limitations of the shares of each authorized class, and of each series of Preferred Stock authorized to be issued, so far as the same may have been fixed, and a statement of the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of any other series. Dated: Authenticated: WELLS FARGO BANK, N.A. Countersigned: As Depositary and Registrar (if required) By By Authorized Officer Authorized Signature (reverse) TERMS AND CONDITIONS CONTINUED 3. REDEMPTION. Whenever the Company shall elect, in accordance with the provisions of the Certificate relating to the Stock, to redeem shares of the Stock, it shall mail notice to the Depositary of such redemption not less than 40 nor more than 60 days prior to the date fixed for redemption, unless the Depositary shall agree to a shorter time period. The Depositary shall mail notice of such redemption and the simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed not less than 30 and not more than 60 days prior to the date fixed for redemption to the record holders of the Depositary Shares to be so redeemed. Each such notice shall state (i) the date of such proposed redemption; (ii) the number of Depositary Shares to be redeemed; (iii) the redemption price (which shall include full cumulative dividends thereon to the redemption date); (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by the Depositary to be equitable. On and after the date set for redemption, all dividends in respect of the Depositary Shares so called for redemption shall cease to accumulate, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one- eighth (0.125) of the redemption price per share paid in respect of the shares of Stock plus any other property underlying such Depositary Shares. 4. TRANSFER, SPLIT-UPS AND COMBINATIONS, SURRENDER OF DEPOSITARY SHARES AND WITHDRAWAL OF STOCK. The Depositary Shares evidenced by this Receipt are transferable on the books of the Depositary upon surrender of this Receipt to the Depositary, properly endorsed or accompanied by a properly executed instrument of transfer, and upon such transfer the Depositary shall execute a new Receipt to or upon the order of the person entitled thereto, as provided in the Deposit Agreement. This Receipt may be split into other Receipts or combined with other Receipts into one Receipt, representing the same aggregate number of Depositary Shares as the Receipt or Receipts surrendered. Any holder of at least eight Depositary Shares may withdraw the number of whole shares of stock underlying such Depositary Shares and all other property relating thereto by surrendering Receipts evidencing such Depositary Shares. Thereafter, the Depositary shall deliver to such holder the number of whole shares of Stock and all other property underlying the Depositary Shares so surrendered, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock under the Deposit Agreement or to receive Depositary Shares therefor. If a Receipt delivered by a holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares relating to other than a whole number of shares of Stock, the Depositary shall at the same time, in addition to such number of whole shares of stock and other property to be so withdrawn, deliver to such holder a new Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock and money and other property being withdrawn may be made by delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. If the Stock and other property being withdrawn are to be delivered to a person other than the record holder of the Depositary Shares evidenced by the Receipts being surrendered, such holder shall deliver a written order so directing the Depositary. The Depositary may require that Receipts surrendered for withdrawal of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer. Delivery of the Stock and other property underlying Depositary Shares surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Depositary Shares and for the account of such holder, such delivery may be made at such other place as may be designated by such holder. 5. SUSPENSION OF DELIVERY, TRANSFER, ETC. The transfer or surrender of this Receipt may be suspended during any period when the register of stockholders of the Company is closed or if any such action is deemed necessary or advisable by the Depositary, any agent of the Depositary, or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. 6. FILING PROOFS, CERTIFICATES AND INFORMATION. Any holder of a Depositary Share may be required to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Depositary Share or the withdrawal of any Stock underlying Depositary Shares or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 7. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to this Receipt, such tax (including transfer taxes, if any) or governmental charge shall be payable by the holder hereof. Transfer of Depositary Shares or any withdrawal of Stock may be refused until such payment is made, and any dividends or other distributions may be withheld or all or any part of the Stock or other property underlying the Depositary Share or Shares evidenced by this Receipt and not theretofore sold may be sold for the account of the holder hereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of this Receipt remaining liable for any deficiency. 8. WARRANTY BY COMPANY. The Company has warranted that the Stock, when issued, will be validly issued, fully paid and nonassessable. 9. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the existing holders of Depositary Shares shall be effective unless such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding. A holder of a Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. 10. CHARGES OF DEPOSITARY. The Company will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements, and all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Receipts, any redemption of the Stock at the option of the Company and any withdrawals of Stock by holders of Depositary Shares. All other transfer and other taxes and other governmental charges shall be at the expense of holders of Depositary Shares. All other charges and expenses of the Depositary, any Depositary's Agent and any Registrar will be paid upon consultation and agreement between the Depositary and the Company. 11. TITLE TO RECEIPTS. This Receipt (and the Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly executed instrument of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of the Depositary Share or Shares evidenced by a Receipt shall be registered on the books of the Depositary, the Depositary may, notwithstanding any notice to the contrary, treat the record holder of such Depositary Share or Shares at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in the Deposit Agreement, and for all other purposes. 12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other cash distribution on the Stock, the Depositary will, subject to the provisions of the Deposit Agreement, make such distribution to the holders of Depositary Shares as nearly as practicable in proportion to the number of Depositary Shares held by them; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes. Other distributions received on the Stock may be distributed to holders of Depositary Shares as provided in the Deposit Agreement. 13. FIXING OF RECORD DATE. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, the Depositary shall in each instance fix a record date (which shall be the record date fixed by the Company with respect to the Stock), for the determination of the holders of Depositary Shares who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting or who shall be entitled to notice of such meeting. 14. VOTING RIGHTS. Upon receipt of notice of any meeting at which holders of the Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of the Depositary Shares a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement informing holders of Depositary Shares that they may instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock underlying their respective Depositary Shares and a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Depositary Share on the record date established in accordance with paragraph 13 hereof, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Stock underlying such Depositary Share in accordance with the instructions set forth in such request. In the absence of specific instructions from the holder of a Depositary Share, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Depositary Shares) to the extent of the Stock underlying such Depositary Share. 15. CHANGES AFFECTING DEPOSITED SECURITIES. Upon any change in par or liquidation value, split-up, combination or any other reclassification of the Stock or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion, with the approval of the Company, and in such manner as the Depositary may deem equitable (i) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary fully to reflect the effect of such change and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. 16. LIABILITY AND OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS OR THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligations or shall be subject to any liability under the Deposit Agreement to any holder of any Depositary Share, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Depositary Share if by reason of any provision of any present or future law or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, any Depositary's Agent or any Registrar, by reason of any provision, present or future, of the Company's Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or other circumstance beyond their control, the Depositary, any Depositary's Agent, any Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing which the terms of the Deposit Agreement provide shall be done or performed, nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Depositary Share by reason of nonperformance or delay, caused as aforesaid, in performance of any act or thing which the terms of the Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Depositary Shares other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts, which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished. The Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made. 17. RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may at any time (i) resign by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment, or (ii) be removed by the Company effective upon the appointment of a successor Depositary and its acceptance of such appointment. 18. TERMINATION OF DEPOSIT AGREEMENT. The Deposit Agreement may be terminated by the Company or the Depositary only after (i) all outstanding Depositary Shares shall have been redeemed or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar with respect to indemnification, charges and expenses. 19. GOVERNING LAW. THIS RECEIPT AND THE DEPOSIT AGREEMENT AND ALL RIGHTS HEREUNDER AND THEREUNDER AND THE PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE RECEIPTS TO THE DEPOSITARY SHARES. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - __________________________________________________________ (Cust) (Minor) under Uniform Gifts to Minors Act_______________________________________________________ (State) UNIF TRF MIN ACT - ___________________________ Custodian ____________________ (Cust) (Minor) (until age __________) under Uniform Transfers to Minors Act __________________________________________________________ (State) Additional abbreviations may also be used though not in the above list. For value received, __________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________________________________________________ ______________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint__________ Attorney to transfer the said Depositary Shares on the books of the within-named Depositary with full power of substitution in the premises. Dated: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. EX-4.(VI) 8 EXHIBIT 4(VI) *** # *** (EACH DEPOSITARY SHARE REPRESENTS A ONE-EIGHTH INTEREST IN A SHARE OF 9% PREFERRED STOCK, SERIES G) SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 949740 831 DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING A ONE-EIGHTH INTEREST IN A SHARE OF 9% PREFERRED STOCK, SERIES G OF WELLS FARGO & COMPANY (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE) 1. Wells Fargo Bank, N.A., a corporation duly organized and existing under the laws of the United State of America, with an office at 707 Wilshire Boulevard, Los Angeles, California 90017, as Depositary (the "Depositary"), hereby certifies that is the registered owner of DEPOSITARY SHARES ("Depositary Shares") each Depositary Share representing a one-eighth (1/8th) interest in a share of 9% Preferred Stock, Series G, $5.00 par value (the "Preferred Stock" or the "Stock"), of Wells Fargo & Company, a corporation duly organized and existing under the laws of the State of Delaware (the"Company"). Subject to the terms of the Deposit Agreement (as defined below), each owner of a Depositary Share is entitled, proportionately, through the Depositary to all rights and preferences of the Preferred Stock relating thereto, including dividend, voting, redemption and liquidation rights contained in a certificate adopted by a duly authorized committee of the Company's Board of Directors setting forth the number, terms, powers, designations, rights, preferences, qualifications, restrictions and limitations of the Preferred Stock (the "Certificate of Designation" or the "Certificate"), copies of which are on file at the Depositary's Corporate Office. 2. THE DEPOSIT AGREEMENT. Depositary Receipts (the "Depositary Receipts" or the "Receipts"), of which this Receipt is one, are made available upon the terms and conditions set forth in the Deposit Agreement, dated as of May 29, 1992 (the "Deposit Agreement"), among the Company, the Depositary, as successor depositary to First Interstate Bank of California, and all holders from time to time of the Receipts. The Deposit Agreement (copies of which are on file at the Depositary's Corporate Office) sets forth the rights of holders of the Receipts and the rights and duties of the Depositary and the Company in respect of the Preferred Stock deposited, and any and all other property and cash deposited from time to time thereunder. The statements made on the face and the reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are subject to the detailed provisions thereof, to which reference is hereby made. Unless otherwise expressly herein provided, all defined terms used herein shall have the meanings ascribed to them in the Deposit Agreement. REFERENCE IS HEREBY MADE TO THE PROVISIONS SET FORTH UNDER THE CAPTION "TERMS AND CONDITIONS CONTINUED" ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. The holder of this Depositary Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless the Depositary Receipt shall have been authenticated, manually by the Depositary, and if a Registrar for the Depositary Receipts other than the Depositary shall have been appointed, countersigned manually by such Registrar. THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED PREFERRED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY PREFERRED STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE DEPOSITARY RECEIPTS TO THE DEPOSITARY SHARES. The Company will furnish to any holder of a Depositary Receipt without charge, upon request addressed to its executive officer or the office of its transfer agent, a full statement of the designation, relative rights, preferences and limitations of the shares of each authorized class, and of each series of Preferred Stock authorized to be issued, so far as the same may have been fixed, and a statement of the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of any other series. Dated: Authenticated: WELLS FARGO BANK, N.A. Countersigned: As Depositary and Registrar (if required) By By Authorized Officer Authorized Signature TERMS AND CONDITIONS CONTINUED 3. REDEMPTION. Whenever the Company shall elect, in accordance with the provisions of the Certificate relating to the Stock, to redeem shares of the Stock, it shall mail notice to the Depositary of such redemption not less than 40 nor more than 60 days prior to the date fixed for redemption, unless the Depositary shall agree to a shorter time period. The Depositary shall mail notice of such redemption and the simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed not less than 30 and not more than 60 days prior to the date fixed for redemption to the record holders of the Depositary Shares to be so redeemed. Each such notice shall state (i) the date of such proposed redemption; (ii) the number of Depositary Shares to be redeemed; (iii) the redemption price (which shall include full cumulative dividends thereon to the redemption date); (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed will cease to accumulate at the close of business on such redemption date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or pro rata as may be determined by the Depositary to be equitable. On and after the date set for redemption, all dividends in respect of the Depositary Shares so called for redemption shall cease to accumulate, such Depositary Shares shall no longer be deemed outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall cease and terminate. From and after the redemption date, upon surrender in accordance with the redemption notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-eighth (0.125) of the redemption price per share paid in respect of the shares of Stock plus any other property underlying such Depositary Shares. 4. TRANSFER, SPLIT-UPS AND COMBINATIONS, SURRENDER OF DEPOSITARY SHARES AND WITHDRAWAL OF STOCK. The Depositary Shares evidenced by this Receipt are transferable on the books of the Depositary upon surrender of this Receipt to the Depositary, properly endorsed or accompanied by a properly executed instrument of transfer, and upon such transfer the Depositary shall execute a new Receipt to or upon the order of the person entitled thereto, as provided in the Deposit Agreement. This Receipt may be split into other Receipts or combined with other Receipts into one Receipt, representing the same aggregate number of Depositary Shares as the Receipt or Receipts surrendered. Any holder of at least eight Depositary Shares may withdraw the number of whole shares of stock underlying such Depositary Shares and all other property relating thereto by surrendering Receipts evidencing such Depositary Shares. Thereafter, the Depositary shall deliver to such holder the number of whole shares of Stock and all other property underlying the Depositary Shares so surrendered, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock under the Deposit Agreement or to receive Depositary Shares therefor. If a Receipt delivered by a holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares relating to other than a whole number of shares of Stock, the Depositary shall at the same time, in addition to such number of whole shares of stock and other property to be so withdrawn, deliver to such holder a new Receipt evidencing such excess number of Depositary Shares. Delivery of the Stock and money and other property being withdrawn may be made by delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. If the Stock and other property being withdrawn are to be delivered to a person other than the record holder of the Depositary Shares evidenced by the Receipts being surrendered, such holder shall deliver a written order so directing the Depositary. The Depositary may require that Receipts surrendered for withdrawal of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer. Delivery of the Stock and other property underlying Depositary Shares surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Depositary Shares and for the account of such holder, such delivery may be made at such other place as may be designated by such holder. 5. SUSPENSION OF DELIVERY, TRANSFER, ETC. The transfer or surrender of this Receipt may be suspended during any period when the register of stockholders of the Company is closed or if any such action is deemed necessary or advisable by the Depositary, any agent of the Depositary, or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. 6. FILING PROOFS, CERTIFICATES AND INFORMATION. Any holder of a Depositary Share may be required to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Depositary Share or the withdrawal of any Stock underlying Depositary Shares or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 7. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to this Receipt, such tax (including transfer taxes, if any) or governmental charge shall be payable by the holder hereof. Transfer of Depositary Shares or any withdrawal of Stock may be refused until such payment is made, and any dividends or other distributions may be withheld or all or any part of the Stock or other property underlying the Depositary Share or Shares evidenced by this Receipt and not theretofore sold may be sold for the account of the holder hereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of this Receipt remaining liable for any deficiency. 8. WARRANTY BY COMPANY. The Company has warranted that the Stock, when issued, will be validly issued, fully paid and nonassessable. 9. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the existing holders of Depositary Shares shall be effective unless such amendment shall have been approved by the holders of at least a majority of the Depositary Shares then outstanding. A holder of a Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. 10. CHARGES OF DEPOSITARY. The Company will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements, and all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Receipts, any redemption of the Stock at the option of the Company and any withdrawals of Stock by holders of Depositary Shares. All other transfer and other taxes and other governmental charges shall be at the expense of holders of Depositary Shares. All other charges and expenses of the Depositary, any Depositary's Agent and any Registrar will be paid upon consultation and agreement between the Depositary and the Company. 11. TITLE TO RECEIPTS. This Receipt (and the Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly executed instrument of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of the Depositary Share or Shares evidenced by a Receipt shall be registered on the books of the Depositary, the Depositary may, notwithstanding any notice to the contrary, treat the record holder of such Depositary Share or Shares at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in the Deposit Agreement, and for all other purposes. 12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other cash distribution on the Stock, the Depositary will, subject to the provisions of the Deposit Agreement, make such distribution to the holders of Depositary Shares as nearly as practicable in proportion to the number of Depositary Shares held by them; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary on account of taxes. Other distributions received on the Stock may be distributed to holders of Depositary Shares as provided in the Deposit Agreement. 13. FIXING OF RECORD DATE. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, the Depositary shall in each instance fix a record date (which shall be the record date fixed by the Company with respect to the Stock), for the determination of the holders of Depositary Shares who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting or who shall be entitled to notice of such meeting. 14. VOTING RIGHTS. Upon receipt of notice of any meeting at which holders of the Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of the Depositary Shares a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement informing holders of Depositary Shares that they may instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock underlying their respective Depositary Shares and a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Depositary Share on the record date established in accordance with paragraph 13 hereof, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Stock underlying such Depositary Share in accordance with the instructions set forth in such request. In the absence of specific instructions from the holder of a Depositary Share, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Depositary Shares) to the extent of the Stock underlying such Depositary Share. 15. CHANGES AFFECTING DEPOSITED SECURITIES. Upon any change in par or liquidation value, split-up, combination or any other reclassification of the Stock or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion, with the approval of the Company, and in such manner as the Depositary may deem equitable (i) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary fully to reflect the effect of such change and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. 16. LIABILITY AND OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS OR THE COMPANY. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligations or shall be subject to any liability under the Deposit Agreement to any holder of any Depositary Share, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Depositary Share if by reason of any provision of any present or future law or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, any Depositary's Agent or any Registrar, by reason of any provision, present or future, of the Company's Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or other circumstance beyond their control, the Depositary, any Depositary's Agent, any Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing which the terms of the Deposit Agreement provide shall be done or performed, nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Depositary Share by reason of nonperformance or delay, caused as aforesaid, in performance of any act or thing which the terms of the Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Depositary Shares other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts, which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished. The Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made. 17. RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may at any time (i) resign by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment, or (ii) be removed by the Company effective upon the appointment of a successor Depositary and its acceptance of such appointment. 18. TERMINATION OF DEPOSIT AGREEMENT. The Deposit Agreement may be terminated by the Company or the Depositary only after (i) all outstanding Depositary Shares shall have been redeemed or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar with respect to indemnification, charges and expenses. 19. GOVERNING LAW. THIS RECEIPT AND THE DEPOSIT AGREEMENT AND ALL RIGHTS HEREUNDER AND THEREUNDER AND THE PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. THE DEPOSITARY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF ANY STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY HEREUNDER OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE RECEIPTS TO THE DEPOSITARY SHARES. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ________________________________________________ (Cust) (Minor) under Uniform Gifts to Minors Act_____________________________________________ (State) UNIF TRF MIN ACT - __________________________Custodian _____________ (Cust) (Minor) (until age __________) under Uniform Transfers to Minors Act _________________________________________________ (State) Additional abbreviations may also be used though not in the above list. For value received, __________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________ Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint _________ Attorney to transfer the said Depositary Shares on the books of the within-named Depositary with full power of substitution in the premises. Dated: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. -----END PRIVACY-ENHANCED MESSAGE-----