Form of 5.85% Junior Subordinated Debenture due May 1, 2033



Exhibit 4.4 
 
 
[Face of Debenture] 
 
 
The following legend applies if this Security is a Global Security: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein. 
 
This Security is not a deposit or other
obligation of a depository institution and is not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency. 
 
 

	 CUSIP NO. 949746 FC 0
	  	 PRINCIPAL AMOUNT:
$                            

	 REGISTERED NO.
            
	  	 

 
WELLS
FARGO & COMPANY 
 
5.85% Junior
Subordinated Debentures due May 1, 2033 
 
WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Bank One Trust Company, N.A., as Property Trustee (which term includes any successor Property Trustee) under the Amended and Restated Declaration of Trust and Trust Agreement of Wells Fargo
Capital VII dated as of May 2, 2003, or registered assigns, the principal sum
                                
($                    ) on May 1, 2033. The Company further promises to pay interest on the principal sum from May 2, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for quarterly (subject to deferral as set forth herein) on February 1, May 1, August 1 and November 1 of each year commencing August 1, 2003 at the rate of 5.85% per
annum, together with Additional Sums, if any, as provided in Section 1007 of the Indenture, until the principal hereof is paid or made available for payment; provided, however, that any overdue installment of interest (after giving effect to any
Extension Period permitted by this Security) shall bear Additional Interest at the rate of 5.85% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly, from the date such installment was due
until it is paid or made available for payment. The amount of interest payable for any period less than a full quarterly interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period. The amount of interest payable for any full quarterly interest period shall be computed by dividing the applicable rate per annum by four. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the 







 
Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day, as defined below) next preceding such Interest Payment Date. If an Interest Payment Date is not a Business Day,
interest on this Security shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and without any interest or other payment with respect to the delay. “Business Day”
as used hereinabove is a day other than a Saturday, a Sunday or any other day on which banking institutions in Minneapolis, Minnesota, Wilmington, Delaware or New York, New York are authorized or required by law or executive order to remain closed.

 
Any interest not punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

 
So long as no Event of Default has occurred and
is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to 20 consecutive quarterly interest payment periods with respect to each
deferral period (each an “Extension Period”), during which Extension Period the Company shall have the right to make a partial payment of interest on any Interest Payment Date, at the end of which the Company shall pay all interest then
accrued and unpaid including any Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Maturity of the principal of this Security and no such Extension Period may end other than at the end of a
full quarterly interest period; and provided, further, however, that during any such Extension Period, the Company shall not (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities
of the Company that rank pari passu in all respects with or junior in interest to this Security (except for any partial payments of interest with respect to and permitted under the Securities of this series), or (ii) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the
applicable Extension Period, (b) as a result of an exchange, redemption or conversion of any class or series of the Company’s capital stock (or any capital stock of a subsidiary of the Company) for any other class or series of the
Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance 
 

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of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments by the Company under the Guarantee Agreement, or (f) any dividend in the form of stock, warrants, options or other rights where the dividend
stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension
Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods, extend beyond the Maturity of the principal of this Security or end other than at the
end of a full quarterly interest period. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of 5.85% per annum, compounded quarterly and calculated as set forth in the first paragraph of
this Security, from the dates on which amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension
Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or, so long as such Securities are held by or on behalf of Wells Fargo Capital VII, at
least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such
Issuer Trust is required to give notice to holders of such Capital Trust Securities of the record date or the date such Distributions are payable. 
 
Payment of interest, including Additional Interest, on this Security will be made in immediately available funds at the office or agency
of the Company maintained for that purpose in the City of Minneapolis, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at
the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s last address as it appears in the Security Register or, upon written request of a Holder of $1,000,000 or more in
aggregate principal amount of Securities of this series not less than 15 calendar days prior to the applicable Interest Payment Date, by wire transfer to such account as may have been designated by such Person. Payment of principal of and interest,
including Additional Interest, on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota. 
 
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or
its duly authorized agent under the Indenture referred 
 

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to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 
 

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal. 
 
 

	 DATED:
                                        
                    
	 	 	 	 
	
	 	 	 	 	 WELLS FARGO & COMPANY

	
	 	 	 	 	 By:
	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 Barbara S. Brett

	 	 	 	 	 	 	 Assistant Treasurer

	
	 [SEAL]
	 	 	 	 	 	 
	 	 	 	 	 Attest:
	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 Laurel A. Holschuh

	 	 	 	 	 	 	 Secretary


 

	 TRUSTEE’S CERTIFICATE OF

	 AUTHENTICATION

	 This is one of the Securities of the

	 series designated therein referred to

	 in the within-mentioned Indenture.


 

	
	 Bank One Trust Company, N.A.,
 as Trustee

	
	 By:
	 	 
	 	 	

	 	 	 Authorized Signature

	
	 OR

	
	 Wells Fargo Bank Minnesota, N.A.,
 as Authenticating Agent for the Trustee

	
	 By:
	 	 
	 	 	

	 	 	 Authorized Signature


 
 

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[Reverse of Debenture] 
 
 
WELLS FARGO & COMPANY

 
5.85% Junior Subordinated Debentures due
May 1, 2033 
 
This Security is one of a duly
authorized issue of junior subordinated securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an indenture dated as of August 29, 2001, as amended or supplemented from time to time
(herein called the “Indenture”), between the Company and Bank One Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $515,463,925. 
 
Subject to any required prior approval of the Primary Federal Regulator, the Company may at any time, at its
option, on or after May 2, 2008, and subject to the terms and conditions of Article Eleven of the Indenture, redeem the Securities of this series in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount thereof, together, in the case of any such redemption, with accrued but unpaid interest, including any Additional Interest, to but excluding the Redemption Date. 
 
In addition, upon the occurrence and during the continuation of a Tax Event, an Investment Company Event or a
Capital Treatment Event in respect of Wells Fargo Capital VII, the Company may, at its option, at any time within 90 days of the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, as the
case may be, subject to any required prior approval of the Primary Federal Regulator, redeem the Securities of this series, in whole but not in part, subject to the terms and conditions of Article Eleven of the Indenture, at a Redemption Price equal
to 100% of the principal amount thereof, together, in the case of any such redemption, with accrued but unpaid interest, including any Additional Interest, to but excluding the Redemption Date. 
 
The Securities of this series are not subject to repayment at
the option of the Holder hereof. The Securities of this series will not be entitled to any sinking fund. 
 
The indebtedness evidenced by the Securities of this series is, to the extent and in the manner set forth in the Indenture, subordinate
and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of the Company, and each Holder of the Securities of this series, by accepting the same, agrees to and shall be
bound by the provisions of the Indenture with respect hereto. The Securities of this series shall, not in 
 

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limitation of the preceding
sentence, rank junior to debt securities issued under the indenture dated August 30, 1999 between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago). The Securities of this series shall rank
on a parity with all Trust Related Securities, including without limitation, the Guarantee Agreement related to the 5.85% Capital Securities of Wells Fargo Capital VII. 
 
If an Event of Default, as defined in the Indenture, with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected, acting together. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by
certain provisions of the Indenture, acting together, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their
consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. All of the rights of the Holders set
forth in this paragraph are subject to the rights of the holders of Capital Trust Securities as set forth in the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 
The provisions contained in Section 403 and Article Seventeen
of the Indenture for defeasance of the entire indebtedness on this Security and certain restrictive covenants and certain Events of Default do not apply to this Security. The provisions contained in Section 401 of the Indenture for defeasance of the
entire indebtedness on this Security in certain circumstances shall apply to this Security. 
 
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series in
authorized denominations of $25 or integral multiples thereof for an equal aggregate principal amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the
limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith. 
 
If this Security is a Global Security, this Security is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed within 90 days, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof, or (z) an Event of
Default with respect to the Securities represented hereby has 
 

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occurred and is continuing. If
this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest, including Additional Interest, at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity and other terms and of authorized denominations aggregating a like amount. 
 
If this Security is a Global Security, this Security may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of
beneficial interests in this global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture. 
 
Subject to the rights of holders of Senior Debt of the Company
set forth in this Security and the indenture referred to above, no reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest, including any Additional Interest, on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security and except that in the event the
Company deposits money or Eligible Instruments as provided in Section 401 of the Indenture, such payments will be made only from proceeds of such money or Eligible Instruments. 
 
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 
No recourse
shall be had for the payment of the principal of or the interest, including Additional Interest, on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. 
 
The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any
Person that acquires a beneficial interest in, this Security, agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. 
 
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them
in the Indenture unless otherwise defined in this Security. 
 

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ABBREVIATIONS 
 
The following abbreviations, when used in the inscription on the face of this instrument, 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 —
	 	 	 	 Custodian
	  	 
	 	 	
	 	 	  	

	 	 	 (Cust)
	 	 	  	 (Minor)


 

	 Under Uniform Gifts to Minors Act
	  	 	  	 	  	 
	 	  	 	  	 	  	 
	
	  	 
	 (State)
	  	 	  	 	  	 

 
Additional abbreviations may also be used though not in the above list. 
 
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 
 

	 Please Insert Social Security or
	 	 	 	 
	 Other Identifying Number of Assignee
	 	 	 	 
	 	 	 	 	 
	
	 	 

 
 

 

 

(PLEASE PRINT OR TYPE NAME
AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) 
 
 

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the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and appoint
                                        
     attorney to transfer the said Security on the books of the Company, 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 the within instrument in every particular, without
alteration or enlargement or any change whatever. 
 
 

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