Attached files

file filename
8-K - FORM 8-K - WELLS FARGO & COMPANY/MNd8k.htm
EX-3.(B) - CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS - WELLS FARGO & COMPANY/MNdex3b.htm
EX-3.(A) - CERTIFICATE OF DESIGNATIONS FOR THE COMPANY'S 2010 ESOP - WELLS FARGO & COMPANY/MNdex3a.htm

Exhibit 3(c)

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D

OF

WELLS FARGO & COMPANY

 

 

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

 

 

The undersigned DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), at a meeting duly convened and held on January 26, 2010, at which a quorum was present and acting throughout:

WHEREAS resolutions were adopted by the Securities Committee of the Board of Directors, which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on October 28, 2008, providing for and authorizing the issuance of 25,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series D (“Series D Preferred Stock”); and

WHEREAS as of the date hereof, no Series D Preferred Stock is outstanding.

RESOLVED that none of the authorized shares of the Series D Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on October 28, 2008 with the Secretary of State of the State of Delaware with respect to such series.

RESOLVED that the Chairman, the President, any Vice Chairman, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Secretary and any Assistant Secretary are hereby authorized to execute, acknowledge, and file such instruments and documents as they, or any of them, may deem necessary or advisable to eliminate from the Company’s Restated Certificate of Incorporation, as amended, all matters set forth in said Certificate of Designations with respect to the Series D Preferred Stock.


IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Heidi M. Dzieweczynski, its Senior Vice President, and attested by Jeannine E. Zahn, its Assistant Secretary, this 24th day of March, 2010.

 

WELLS FARGO & COMPANY
By  

/s/ Heidi M. Dzieweczynski

 

Senior Vice President

 

ATTEST:

/s/ Jeannine E. Zahn

Assistant Secretary

[As filed with the Delaware Secretary of State on March 24, 2010.]