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 XGuarantee Agreement • December 5th, 2006 • Wells Fargo & Co/Mn • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of December 5, 2006, 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 X, a Delaware statutory trust (the “Issuer Trust”).
Wells Fargo Capital X 5.95% Capital Securities (liquidation amount $1,000 per Capital Security) guaranteed to the extent set forth in the Guarantee Agreement by Wells Fargo & Company Underwriting AgreementWells Fargo & Co/Mn • December 5th, 2006 • National commercial banks • New York
Final Term Sheet with respect to the Capital Securities dated November 27, 2006 prepared pursuant to Section 4(b) of this Agreement.
RecitalsReplacement Capital Covenant • December 5th, 2006 • Wells Fargo & Co/Mn • National commercial banks
within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.
