GUARANTEE AGREEMENT by and between WELLS FARGO & COMPANY as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Guarantee Trustee relating to WELLS FARGO CAPITAL XII Dated as of March 12, 2008Guarantee Agreement • March 12th, 2008 • Wells Fargo & Co/Mn • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of March 12, 2008, between WELLS FARGO & COMPANY, a Delaware corporation (the “Guarantor”), having its principal office at 420 Montgomery Street, San Francisco, California 94163, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of WELLS FARGO CAPITAL XII, a Delaware statutory trust (the “Issuer Trust”).
Wells Fargo Capital XII 7.875 % Enhanced Trust Preferred Securities (Enhanced TRUPS®) ($25 liquidation amount) guaranteed to the extent set forth in the Guarantee Agreement by Wells Fargo & Company Underwriting AgreementWells Fargo & Co/Mn • March 12th, 2008 • National commercial banks • New York
RecitalsWells Fargo & Co/Mn • March 12th, 2008 • National commercial banks
amount (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its Board of Directors to adopt a resolution for stockholder vote at the next occurring annual stockholders meeting to increase the number of shares of its authorized Common Stock for purposes of satisfying its obligations to pay deferred Distributions;
