Prospectus Supplement to Prospectus Dated February 25, 2020

Wells Fargo & Company
40,000,000 Depositary Shares, Each Representing a 1/1,000th Interestin a Share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
Wells Fargo & Company is offering 40,000,000 depositary shares, each representing a 1/1,000th interest in a share of
Non-Cumulative Perpetual Class A Preferred Stock, Series CC, no par value, with a liquidation preference amount of $25,000 per share(equivalent to $25 per depositary share) (the “Series CC Preferred Stock”). Each depositary share entitles the holder, through thedepositary, to a proportional fractional interest in all rights, powers and preferences of the Series CC Preferred Stock represented by thedepositary share.
Dividends on the Series CC Preferred Stock, when, as and if declared by our board of directors or a duly authorizedcommittee of the board, will accrue and be payable on the liquidation preference amount of $25,000 per share, on a non-cumulativebasis, quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on March 15, 2021, at a
rate per annum equal to 4.375%. If our board of directors or a duly authorized committee of the board has not declared a dividend on
the Series CC Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative andshall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period,
whether or not dividends on the Series CC Preferred Stock are declared for any future dividend period.
The Series CC Preferred Stock may be redeemed by us at our option in whole, or in part, on March 15, 2026, or on any
dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series CC Preferred Stock (equivalent to $25 per
depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. The
Series CC Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to March 15, 2026, upon theoccurrence of a “regulatory capital treatment event,” as described herein, at a redemption price equal to $25,000 per share of Series CC
Preferred Stock (equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends, without
accumulation of any undeclared dividends.
We intend to file an application to list the depositary shares on the New York Stock Exchange (the “NYSE”) under thesymbol “WFCPrC”. If the application is approved, we expect trading of the depositary shares on the NYSE to begin within the 30-day
period after the initial delivery of the depositary shares.
The depositary shares are our unsecured securities, and all payments are subject to our credit risk. If we default on
our obligations, you could lose some or all of your investment. The depositary shares are not savings accounts, deposits or otherobligations of any bank or non-bank subsidiary of Wells Fargo & Company and are not insured by the Federal Deposit
Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense.
Investing in the depositary shares involves risks. See “Risk Factors” beginning on page S-10.
Public Offering Price

Per Depositary Share(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)

(2)

(3)

$
25.0000$1,000,000,000.0000

Underwriting
Discount(1)Proceeds, before
expenses, toWells Fargo(1)$0.7364(3)$29,456,962.5000$
24.2636(3)$970,543,037.5000

Reflects 3,801,000 depositary shares sold to institutional investors, for which the underwriters received an underwriting discount of $0.2500 per depositary share($950,250.00 in the aggregate), and 36,199,000 depositary shares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per
depositary share ($28,506,712.50 in the aggregate).
We have granted the underwriters an option to purchase up to an additional 6,000,000 depositary shares within 30 days after the date of this prospectus supplement at
the public offering price, less the underwriting discount, solely to cover over-allotments, if any. The per share depositary share and total numbers in the table above do
not reflect the exercise of the over-allotment option.
Rounded to four decimals. See footnote (1) for actual depositary share numbers.

The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The Depository Trust
Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream
Banking, société anonyme, on February 1, 2021.
Because our affiliate, Wells Fargo Securities, LLC, is participating in sales of the depositary shares, the offering is being
conducted in compliance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5121, as administered by FINRA.
Sole Book Running Manager

Wells Fargo Securities
Joint Lead Managers

BofA Securities
Citigroup

J.P. Morgan

Morgan Stanley RBC Capital Markets
Goldman Sachs & Co. LLC
Prospectus Supplement dated January 25, 2021

UBS Investment Bank
TD Securities

ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, any
related free writing prospectus prepared by us or on our behalf and the documents incorporated byreference in this prospectus supplement and the accompanying prospectus. These documents contain
information you should consider when making your investment decision. Neither we, nor any
underwriters, have authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement or the accompanying prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any information that others may
give you.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or asolicitation of an offer to buy any securities other than the depositary shares. This prospectus supplement and theaccompanying prospectus may only be used where it is legal to sell the depositary shares and do not constitute anoffer to sell or a solicitation of an offer to buy such depositary shares in any circumstances in which such offer orsolicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus and theoffering of the depositary shares in certain jurisdictions may be restricted by law. Persons into whose possession
this prospectus supplement and the accompanying prospectus come should inform themselves about and observe
any such restrictions.
Information contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus may change after the date on the front of the applicable document. You should notinterpret the delivery of this prospectus supplement and the accompanying prospectus, or the offering and sale ofthe depositary shares, as an indication that there has been no change in our affairs since those dates.
WELLS FARGO & COMPANY
We are a diversified, community-based financial services company organized under the laws of theState of Delaware and registered as a financial holding company and a bank holding company under the Bank
Holding Company Act of 1956, as amended. Founded in 1852 and headquartered in San Francisco, we provide
banking, investment and mortgage products and services, as well as consumer and commercial finance, throughbanking locations, ATMs, the internet and mobile banking, and we have international offices to support ourcustomers who conduct business in the global economy. When we refer to “Wells Fargo,” “we,” “our” and “us”
in this prospectus supplement we mean only Wells Fargo & Company, and not Wells Fargo & Company together
with any of its subsidiaries, unless the context indicates otherwise.
We are a separate and distinct legal entity from our banking and other subsidiaries. A significant
source of funds to pay dividends on our common and preferred stock and debt service on our debt is dividends
from our subsidiaries. Various federal and state statutes and regulations limit the amount of dividends that ourbanking and other subsidiaries may pay to us without regulatory approval.

S-2

SUMMARY
The following information about the depositary shares and the Series CC Preferred Stock summarizes,
and should be read in conjunction with, the information contained in this prospectus supplement and in theaccompanying prospectus. It may not contain all the information that is important to you. You should carefully
read this prospectus supplement and the accompanying prospectus to understand fully the terms of the depositaryshares and other considerations that are important to you in making a decision about whether to invest in thedepositary shares. To the extent the information in this prospectus supplement is inconsistent with theinformation in the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should pay special attention to the “Risk Factors” section of this prospectus supplement to determine
whether an investment in the depositary shares is appropriate for you.
Issuer

Wells Fargo & Company

Securities Offered

We are offering 40,000,000 depositary shares (46,000,000
depositary shares if the underwriters exercise their overallotment option in full), each representing a 1/1,000th
interest in a share of Series CC Preferred Stock. Eachholder of depositary shares will be entitled, through thedepositary, in proportion to the applicable fraction of ashare of Series CC Preferred Stock represented by suchdepositary shares, to all the rights, powers and preferencesof the Series CC Preferred Stock represented thereby,
including dividend, voting, redemption and liquidationrights, and subject to the limitations, qualifications andrestrictions thereof.
We may elect from time to time to issue additional sharesof Series CC Preferred Stock and depositary shares
representing interests in such shares, without notice to, or
consent from, the existing holders of Series CC Preferred
Stock or holders of the depositary shares, and all thoseadditional shares would be deemed to form a single series
with the Series CC Preferred Stock, described by thisprospectus supplement and the accompanying prospectus.

Ranking

The Series CC Preferred Stock will rank equally with ourparity stock (as defined below in “Description of theSeries CC Preferred Stock—Dividends”) as to payment ofdividends and distribution of assets upon our liquidation,
dissolution or winding up. The Series CC Preferred Stockwill rank senior to our common stock, and any of ourother stock that is expressly made junior to the Series CC
Preferred Stock, as to payment of dividends and/or
distribution of assets upon our liquidation, dissolution or
winding up. We may, from time to time, create and issue
additional shares of preferred stock and shares ofpreference stock ranking equally with the Series CC
Preferred Stock as to dividends and/or distribution ofassets upon our liquidation, dissolution or winding up. We

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may also create and issue shares of preferred stock andpreference stock ranking senior to the Series CC Preferred
Stock as to dividends and/or distribution of assets upon
our liquidation, dissolution or winding up with therequisite consent of the holders of the Series CC Preferred
Stock and our parity stock entitled to vote thereon. In
addition, we may, from time to time, issue additional
shares of preferred stock that rank junior to the Series CC
Preferred Stock.
Dividends

Dividends on the Series CC Preferred Stock, when, as andif declared by our board of directors or a duly authorizedcommittee of the board, will accrue and be payable out oflegally available funds on the liquidation preference
amount of $25,000 per share, on a non-cumulative basis,quarterly in arrears on the 15th day of March, June,
September and December of each year, commencing on
March 15, 2021, at a rate per annum equal to 4.375%;
provided that dividends not declared with respect to any
dividend period (as defined below) shall not be
cumulative. Any dividends paid with respect to the Series
CC Preferred Stock will be distributed to holders of thedepositary shares in the manner described under“Description of the Depositary Shares—Dividends andOther Distributions.”
A “dividend period” is the period from, and including, adividend payment date (as defined below) to, but
excluding, the next dividend payment date, except for the
initial dividend period, which will be the period from, andincluding, February 1, 2021 to, but excluding, March 15,
2021.
If our board of directors or a duly authorized committee ofthe board has not declared a dividend on the Series CC
Preferred Stock before the dividend payment date for any
dividend period, such dividend shall not be cumulativeand shall not accrue or be payable for such dividend
period, and we will have no obligation to pay dividends
for such dividend period, whether or not dividends on the
Series CC Preferred Stock are declared for any future
dividend period.
So long as any shares of Series CC Preferred Stock remain
outstanding,(1) no dividend shall be declared and paid or set
aside for payment and no distribution shall be declaredand made or set aside for payment on any common stock,and no shares of common stock shall be repurchased,

S-4

redeemed or otherwise acquired for consideration by us,
directly or indirectly, nor shall any monies be paid to or
made available for a sinking fund for the redemption of
any such common stock by us (other than (i) a dividend
payable in common stock or (ii) the acquisition of sharesof common stock in exchange for, or through applicationof proceeds of the sale of, shares of common stock);(2) no dividend shall be declared and paid or set
aside for payment and no distribution shall be declaredand made or set aside for payment on any junior stock (asdefined below in “Description of the Series CC Preferred
Stock—Dividends”) other than common stock, and noshares of junior stock other than common stock shall be
repurchased, redeemed or otherwise acquired forconsideration by us, directly or indirectly, nor shall any
monies be paid to or made available for a sinking fund forthe redemption of any such junior stock other thancommon stock by us (other than (i) a dividend payable
solely in shares of junior stock, (ii) any dividend inconnection with the implementation of a stockholder
rights plan, or the redemption or repurchase of any rights
under any such plan, (iii) any dividend in the form ofstock, warrants, options or other rights where the dividend
stock or 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 equally with or junior
to such stock, (iv) as a result of a reclassification of juniorstock other than common stock for or into other juniorstock, (v) the exchange or conversion of one share ofjunior stock other than common stock for or into anothershare of junior stock, (vi) through the use of proceeds of a
substantially contemporaneous sale of other shares ofjunior stock, (vii) any purchase, redemption or otheracquisition of junior stock other than common stock
pursuant to any employee, consultant or director incentive
or benefit plan or arrangement (including any
employment, severance or consulting arrangements) ofours or of any of our subsidiaries adopted before or after
the date of this prospectus supplement, (viii) any purchaseof fractional interests in shares of our junior stock otherthan common stock pursuant to the conversion or
exchange provisions of such junior stock other thancommon stock or the securities being converted or
exchanged, (ix) the purchase of our junior stock other thancommon stock by Wells Fargo Securities, LLC, or any
other affiliate of ours, in connection with the distribution
thereof or (x) the purchase of our junior stock other thancommon stock by Wells Fargo Securities, LLC, or any
other affiliate of ours, in connection with market-making

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or other secondary market activities in the ordinary courseof business); and(3) no shares of parity stock will be repurchased,
redeemed or otherwise acquired for consideration by us
otherwise than pursuant to pro rata offers to purchase all,or a pro rata portion, of the Series CC Preferred Stock andsuch parity stock during a dividend period (other than(i) as a result of a reclassification of parity stock for orinto other parity stock or junior stock, (ii) the exchange orconversion of one share of parity stock for or into anothershare of parity stock or junior stock, (iii) through the useof proceeds of a substantially contemporaneous sale ofother shares of parity stock or junior stock, (iv) any
purchase, redemption or other acquisition of parity stock
pursuant to any employee, consultant or director incentive
or benefit plan or arrangement (including any
employment, severance or consulting arrangements) ofours or of any of our subsidiaries adopted before or after
the date of this prospectus supplement, (v) any purchase of
fractional interests in shares of our parity stock pursuant tothe conversion or exchange provisions of such parity stockor the securities being converted or exchanged, (vi) thepurchase of our parity stock by Wells Fargo Securities,
LLC, or any other affiliate of ours, in connection with the
distribution thereof or (vii) the purchase of our parity
stock by Wells Fargo Securities, LLC, or any otheraffiliate of ours, in connection with market-making orother secondary market activities in the ordinary course ofbusiness),
unless, in each case, the full dividends for the then-current
dividend period on all outstanding shares of the Series CC
Preferred Stock have been declared and paid or declared
and a sum sufficient for the payment of those dividends
has been set aside.
Except as provided below, for so long as any share ofSeries CC Preferred Stock remains outstanding, we will
not declare, pay or set aside for payment, dividends on any
parity stock unless we have paid in full, or set aside
payment in full, all dividends for the then-current dividend
period for outstanding shares of Series CC Preferred
Stock. To the extent that we declare dividends on the
Series CC Preferred Stock and on any parity stock but
cannot make full payment of those declared dividends, wewill allocate the dividend payments on a proportional
basis among the holders of shares of Series CC Preferred
Stock and the holders of any parity stock where the termsof such parity stock provide similar dividend rights.

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Subject to the conditions described above, and nototherwise, dividends (payable in cash, stock or otherwise),as may be determined by our board of directors or a duly
authorized committee of the board, may be declared andpaid on our common stock, and any other securities
ranking equally with or junior to the Series CC Preferred
Stock, from time to time out of any assets legally available
for such payment, and the holders of the Series CC
Preferred Stock shall not be entitled to participate in those
dividends.
See “Description of the Series CC Preferred Stock—
Dividends” for more information about the payment ofdividends.
Dividend Payment Dates

The 15th day of March, June, September and December of
each year, commencing on March 15, 2021 (each a“dividend payment date”). If any date on which dividends
otherwise would be payable is not a business day (asdefined below under “Description of the Series CC
Preferred Stock—Dividends”), then the dividend payment
date will be the next succeeding business day, without
interest or other payment in respect of such delay.

Liquidation Rights

In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of the Series CC
Preferred Stock are entitled to receive out of our assets
available for distribution to stockholders, before any
distribution of assets is made to holders of our common
stock or any of our other stock ranking junior to the Series
CC Preferred Stock as to such distribution, a liquidating
distribution of $25,000 per share of Series CC Preferred
Stock (equivalent to $25 per depositary share), plus anamount equal to any declared and unpaid dividends,
without accumulation of any undeclared dividends.
Distributions will be made only to the extent of our assets
remaining available after satisfaction of all liabilities tocreditors and subject to the rights of holders of any
securities ranking senior to the Series CC Preferred Stockand pro rata as to the Series CC Preferred Stock andshares of our parity stock as to such distribution.
The Series CC Preferred Stock may be fully subordinatedto interests held by the U.S. government in the event of areceivership, insolvency, liquidation or similar proceedingunder the “orderly liquidation authority” of the DoddFrank Act (as defined below).
See “Description of the Series CC Preferred Stock—
Liquidation Rights” for more information aboutliquidation rights.

S-7

Optional Redemption

Subject to applicable law, the Series CC Preferred Stock
may be redeemed by us at our option in whole, or in part,on March 15, 2026, or on any dividend payment datethereafter, at a redemption price equal to $25,000 per
share of Series CC Preferred Stock (equivalent to $25 per
depositary share), plus an amount equal to any declaredand unpaid dividends, without accumulation of any
undeclared dividends. Subject to applicable law, the Series
CC Preferred Stock may also be redeemed by us at our
option in whole, but not in part, prior to March 15, 2026,
upon the occurrence of a “regulatory capital treatment
event,” as described herein, at a redemption price equal to$25,000 per share of Series CC Preferred Stock(equivalent to $25 per depositary share), plus an amountequal to any declared and unpaid dividends, without
accumulation of any undeclared dividends.
Our right to redeem the Series CC Preferred Stock issubject to limitations. Under the risk-based capital
guidelines of the Board of Governors of the Federal
Reserve System (the “Federal Reserve Board”) applicableto bank holding companies, any redemption of the Series
CC Preferred Stock is subject to the prior approval of theFederal Reserve Board. Our redemption of the Series CC
Preferred Stock will cause the redemption of thecorresponding depositary shares.
Neither the holders of the Series CC Preferred Stock nor
the holders of the related depositary shares will have theright to require redemption.
See “Description of the Series CC Preferred Stock—
Optional Redemption” for more information about
optional redemption.

Voting Rights

The holders of shares of the Series CC Preferred Stock do
not have voting rights, except in the case of certain
failures by our board of directors to declare dividends, as
specifically required by Delaware law and as otherwise set
forth herein. Holders of depositary shares must act
through the depositary to exercise any voting rights. For
more information about voting rights, see “Description of
the Series CC Preferred Stock—Voting Rights” and“Description of the Depositary Shares—Voting the Series
CC Preferred Stock.”

Maturity

The Series CC Preferred Stock does not have a maturity
date, and we are not required to redeem the Series CC
Preferred Stock. Accordingly, the Series CC Preferred
Stock will remain outstanding indefinitely, unless anduntil we decide to redeem it.

S-8

Preemptive and Conversion Rights

The holders of the shares of our Series CC Preferred Stockdo not have any preemptive or conversion rights.

Depositary, Transfer Agent and Registrar

Equiniti Trust Company will serve as depositary, transfer
agent and registrar for the Series CC Preferred Stock andas transfer agent and registrar for the depositary shares.

Listing

We intend to apply for listing of the depositary shares on
the NYSE under the symbol “WFCPrC”. If approved forlisting, we expect trading of the depositary shares tocommence within a 30-day period after the initial deliveryof the depositary shares.

Tax Consequences

For a discussion of the tax consequences relating to theSeries CC Preferred Stock, see “United States Federal
Income Tax Considerations” herein and in theaccompanying prospectus.

Use of Proceeds

We intend to use the net proceeds from the sale of thedepositary shares representing interests in the Series CC
Preferred Stock for general corporate purposes, including,but not limited to, the redemption of some or all of one ormore series of our outstanding preferred stock and related
depositary shares, as applicable. See “Use of Proceeds”
herein.

Conflicts of Interest

The representative of the underwriters, Wells Fargo
Securities, LLC, is our affiliate and is a member of
FINRA. The distribution arrangements for this offering
comply with the requirements of FINRA Rule 5121
regarding a FINRA member firm’s participation in the
distribution of securities of an affiliate. In accordance with
Rule 5121, no FINRA member that has a conflict ofinterest under Rule 5121 may make sales in this offering
to any discretionary account without the prior approval of
the customer. Our affiliates, including Wells Fargo
Securities, LLC, may use this prospectus supplement andthe accompanying prospectus in connection with offers
and sales of the depositary shares in the secondary market.
These affiliates may act as principal or agent in thosetransactions. Secondary market sales will be made at
prices related to market prices at the time of sale.

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RISK FACTORSYour investment in our depositary shares involves risks. This prospectus supplement does not describe
all of those risks. Before purchasing any depositary shares, you should carefully consider the risk factors
contained in the accompanying prospectus and the following risk factors, in addition to the other information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus,
including the discussion under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2019, as such discussion may be amended or updated in our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and in other reports filed by us with
the SEC (other than the portions of those documents not deemed to be filed).
Risks related to Wells Fargo’s ability to pay dividends on the Series CC Preferred Stock and related
depositary shares
Our ability to pay dividends on the Series CC Preferred Stock, and therefore your ability to receive
dividend payments on the depositary shares, may be limited by, among other considerations, the federalbanking laws and regulations applicable to us and our subsidiaries.
We are incorporated in Delaware and governed by the General Corporation Law of the State of
Delaware. Our ability to make dividend payments is subject to Delaware law. We are also a bank holding
company (“BHC”) subject to supervision and regulation by the Federal Reserve Board, and we conduct
substantially all of our operations through our banking and other subsidiaries, which are also subject tosupervision and regulation by various federal and state regulators. Our ability to make dividend payments on the
Series CC Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, issubject to various limitations, including limitations on our ability to receive dividends and other distributions
from our subsidiaries.
Delaware law allows a corporation to pay dividends only out of surplus, as determined under
Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declaredand for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if,
after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of allclasses having a preference upon the distribution of assets.
Our ability to make dividend payments may also be restricted by federal banking laws and regulations.
For example, we and our bank subsidiaries are subject to various regulatory capital adequacy requirements
administered by federal banking regulators, including rules to implement Basel III capital requirements for U.S.
banking organizations. These regulatory capital rules establish, among other things, risk-based and leverage
capital ratios, minimum capital requirements and certain buffer and surcharge requirements, including the stresscapital buffer (“SCB”) linking the Federal Reserve Board’s capital plan rule and stress test (discussed below) andthe regulatory capital requirements for us and other large BHCs. The regulatory capital rules also establish
criteria for qualifying additional Tier 1 capital instruments, such as the Series CC Preferred Stock, including,among other requirements, that any dividends on such instruments be paid out of the banking organization’s net
income, retained earnings and surplus, if any, related to additional Tier 1 capital instruments. Our failure to meetthe minimum capital, buffer and/or surcharge requirements may result in limitations or restrictions on our ability,
and that of our banking subsidiaries, to make capital distributions. Dividends paid by our subsidiary banks arealso subject to various other federal regulatory limitations.
Under the Federal Reserve Board’s capital plan rule, we are required to conduct a stress test andsubmit a capital plan in conjunction with the Federal Reserve Board’s annual Comprehensive Capital Analysis
and Review (“CCAR”) exercise. The SCB is determined based on the decrease (as projected by the Federal
Reserve Board for the CCAR exercise) in a BHC’s Common Equity Tier 1 ratio in the supervisory severely
adverse scenario, plus four quarters of the BHC’s planned common stock dividends, subject to a floor of 2.5%.
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Under the capital plan rule, a BHC generally may make capital distributions, including dividends and share
repurchases, without seeking prior Federal Reserve Board approval, provided that the BHC otherwise complies
with its SCB and any other applicable buffer requirements. We may be prohibited from making capital
distributions, such as paying or increasing dividends on our common stock or preferred stock, including theSeries CC Preferred Stock, if the Federal Reserve Board requires resubmission of our capital plan.
The Federal Reserve Board also requires U.S. global systemically important BHCs, including Wells
Fargo, to maintain minimum amounts of long-term debt and total loss absorbing capacity (“TLAC”). The TLAC
rules establish a buffer requirement in addition to minimum TLAC requirements, and our failure to meet thisbuffer may result in limitations or restrictions on our ability to make capital distributions, including dividends on
the Series CC Preferred Stock.
In addition, the Federal Reserve Board has proposed, but not finalized, rules that may further limit,
restrict or prohibit our ability to pay dividends. These or any future rules, regulations or capital distribution
constraints could adversely affect our ability to pay dividends, the ability of our banking subsidiaries to pay
dividends to us, our ability to pay dividends on the Series CC Preferred Stock and your ability to receive
dividends on the depositary shares.
Our ability to pay dividends on the Series CC Preferred Stock, and therefore your ability to receive
dividend payments on the depositary shares, may be limited by the results of operations of our subsidiaries
and certain contractual arrangements between us and certain key subsidiaries.
We conduct substantially all of our activities and operations through our subsidiaries and are aseparate and distinct legal entity from those subsidiaries. We receive substantially all of our funding and liquidityfrom dividends, loans and other distributions from our subsidiaries. We generally use these funds, among othersources, to satisfy our financial obligations, including the payment of dividends on our common and preferredstock, including the Series CC Preferred Stock, and principal and interest on our debt. In addition to limitations
under laws and regulations applicable to us and our subsidiaries (as discussed below), funds available to us fromour subsidiaries will be contingent upon the financial performance and condition of those subsidiaries. Adverse
business or economic conditions, such as changes in interest rates and financial market values, could affect thebusinesses and the results of operations of our subsidiaries and, therefore, adversely affect the sources of funds
available to us.
In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or
reorganization, and thus your ability as a holder of depositary shares to benefit indirectly from such distributions,is subject to the claims of the creditors of our subsidiaries. This subordination of creditors of a parent company toclaims of creditors of its subsidiaries is commonly referred to as structural subordination. Furthermore, our rights
as a creditor of our subsidiaries may be subordinate to any security interest in the assets of those subsidiaries andany obligations of those subsidiaries senior to those held by us.
Our ability to receive funds from our subsidiaries may also be limited by certain contractual
arrangements. Federal banking regulators require measures to facilitate the continued operation of operating
subsidiaries notwithstanding the failure of their parent companies. For example, the Federal Reserve Board andthe Federal Deposit Insurance Corporation (the “FDIC”) have issued guidance to encourage large banking
organizations to take legally-binding measures to provide capital and liquidity resources to certain subsidiaries inorder to facilitate an orderly resolution. Accordingly, we entered into an intercompany support agreement (the“Support Agreement”) among us, our wholly-owned, intermediate holding company subsidiary, WFC Holdings,
LLC (the “IHC”), and certain of our key subsidiaries. Pursuant to the Support Agreement, we transferred asignificant amount of our assets, including, among other things, cash and liquid securities, to the IHC and willcontinue to transfer such assets to the IHC from time to time. In the event of our material financial distress or
failure, the IHC will be obligated to use the transferred assets to provide capital and/or liquidity to certain key
subsidiaries in order to help ensure their continued operations. Our and the IHC’s respective obligations under
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the Support Agreement are secured pursuant to a related security agreement. In the ordinary course, the IHC will
provide us with funding under the Support Agreement through subordinated notes and a committed line of credit,
which, together with dividend payments, is expected to provide us with the funding necessary to meet our
obligations, including dividends on the Series CC Preferred Stock. If certain liquidity and/or capital metrics fall
below triggers specified in the Support Agreement, the subordinated notes would be forgiven and the committed
line of credit would be terminated. Dividend payments to us from our subsidiaries may also be restricted if
specified liquidity and/or capital metrics fall below defined triggers or if our board of directors authorizes us tofile a case under the U.S. Bankruptcy Code. The forgiveness of subordinated notes, termination of the committed
line of credit or restrictions on dividend payments to us from our subsidiaries could materially and adversely
affect our ability to satisfy our obligations, including dividends on the Series CC Preferred Stock and your ability
to receive dividend payments on the depositary shares.
A resolution event could affect our liquidity and financial condition and our ability to pay our obligations,
including dividends on the Series CC Preferred Stock, and therefore your ability to receive dividends onthe depositary shares. Our security holders, including holders of the Series CC Preferred Stock, may
suffer losses in a resolution event, even if creditors of our subsidiaries are paid in full.
Under joint Federal Reserve Board/FDIC regulations, we must periodically submit a resolution plan
designed to facilitate our orderly resolution under the U.S. Bankruptcy Code in the event of material distress or
failure. To facilitate an orderly resolution, we are required under Federal Reserve Board rules to maintain aminimum amount of total loss absorbing capacity comprising equity and eligible unsecured, long-term debt toabsorb losses. Our resolution, whether under the U.S. Bankruptcy Code or the orderly liquidation authority
established by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), likely
would impose losses on holders of our common and preferred stock, including the Series CC Preferred Stock andthe depositary shares, unsecured debt holders and other creditors, while our subsidiaries may continue to operate.
Our losses would be imposed first on holders of our common stock, then on holders of our preferred stock,
including the Series CC Preferred Stock and the depositary shares, and lastly on the holders of our unsecured
debt. Our common and preferred stock and unsecured debt could be significantly reduced or eliminated.
Creditors of some or all of our subsidiaries may receive significant or full recoveries on their claims, while ourcommon and preferred stock holders and unsecured creditors could face significant or complete losses.
The Series CC Preferred Stock is an equity security and is subordinate to our existing and futureindebtedness.
The shares of Series CC Preferred Stock are our equity interests and do not constitute indebtedness.
This means that the depositary shares, which represent proportional fractional interests in the shares of Series CC
Preferred Stock, will rank junior to all of our indebtedness and to other non-equity claims on us and our assets
available to satisfy claims on us, including claims in our liquidation. Holders of the depositary shares may befully subordinated to interests held by the U.S. government in the event of a receivership, insolvency, liquidationor similar proceeding. In addition, our existing and future indebtedness may restrict payment of dividends on the
Series CC Preferred Stock.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified
due dates, in the case of preferred stock like the Series CC Preferred Stock, (1) dividends are payable only if
declared by our board of directors or a duly authorized committee of the board and (2) as a corporation, we aresubject to restrictions on dividend payments and redemption payments out of legally available assets. Further, theSeries CC Preferred Stock places no restrictions on our business or operations or on our ability to incur
indebtedness or engage in any transactions, subject only to the limited voting rights referred to below under“—Holders of the Series CC Preferred Stock, and therefore the holders of the depositary shares representing theSeries CC Preferred Stock, will have limited voting rights.” Further, as a bank holding company, our ability to
declare and pay dividends depends on a number of federal regulatory considerations as described above under“—Our ability to pay dividends on the Series CC Preferred Stock, and therefore your ability to receive dividend
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payments on the depositary shares, may be limited by, among other considerations, the federal banking laws andregulations applicable to us and our subsidiaries.”
If we are deferring payments on our outstanding junior subordinated debt securities or are in default
under the indentures governing those securities, we will be prohibited from paying dividends on orredeeming the Series CC Preferred Stock.
The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying
any dividends on or redeeming the Series CC Preferred Stock if an event of default has occurred and iscontinuing, if we are in default with respect to a guarantee payment under the guarantee of the related trust
preferred securities or if we have given notice of our election to defer interest payments but the related deferral
period has not yet commenced or a deferral period is continuing.
Dividends on the Series CC Preferred Stock are discretionary and non-cumulative. If our board of
directors does not declare dividends on the Series CC Preferred Stock, holders of depositary shares will
not be entitled to receive related dividends on their depositary shares.
Dividends on the Series CC Preferred Stock are discretionary and non-cumulative. Holders of theSeries CC Preferred Stock, including the depositary, will only be entitled to receive dividends for any given
period if, when and as declared by our board of directors or a duly authorized committee of the board out oflegally available assets. Consequently, if our board of directors or a duly authorized committee of the board does
not authorize and declare a dividend for any dividend period prior to the related dividend payment date, thedepositary would not receive any such dividend, no related dividend will be made on the depositary shares andsuch unpaid dividend will not accrue or be payable for such dividend period. We will have no obligation to pay
dividends accrued for a dividend period after the dividend payment date for such period, and holders ofdepositary shares will not be entitled to receive any related dividend with respect to such dividends, if our boardof directors or a duly authorized committee of the board has not declared such dividend before the related
dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to
the Series CC Preferred Stock. If our board of directors or a duly authorized committee of the board does notdeclare and pay dividends on the Series CC Preferred Stock, you will not receive related dividends on yourdepositary shares and the market price of your depositary shares may decline.
Risks related to the Series CC Preferred Stock and related depositary shares
You are making an investment decision about the depositary shares as well as our Series CC Preferred Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of our Series
CC Preferred Stock in the form of depositary shares. Accordingly, the depositary will rely solely on the dividend
payments it receives on the Series CC Preferred Stock from us to fund all dividend payments on the depositaryshares. You should carefully review the information in this prospectus supplement and the accompanying
prospectus regarding our depositary shares and Series CC Preferred Stock.
The Series CC Preferred Stock may be junior in rights and preferences to our future preferred stock or
preference stock.
We may in the future create and issue additional shares of preferred stock and shares of preference
stock ranking senior to the Series CC Preferred Stock as to dividends and/or distribution of assets upon our
liquidation, dissolution or winding up with the requisite consent of the holders of the Series CC Preferred Stockand other parity stock entitled to vote thereon. The terms of any of our future preferred stock or preference stock
which by its terms is expressly senior to the Series CC Preferred Stock may restrict dividend payments on the
Series CC Preferred Stock. This could result in dividends on the Series CC Preferred Stock not being paid.
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Investors should not expect us to redeem the Series CC Preferred Stock on the date it becomes redeemableor on any particular date after it becomes redeemable.
The Series CC Preferred Stock is a perpetual equity security. This means that it has no maturity or
mandatory redemption date and is not redeemable at the option of the holders of the Series CC Preferred Stock or
the holders of the depositary shares offered by this prospectus supplement. The Series CC Preferred Stock may
be redeemed by us at our option, either in whole or in part, on any dividend payment date on or after March 15,2026. The Series CC Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to
March 15, 2026, upon the occurrence of a “regulatory capital treatment event” as described herein. Any decision
we may make at any time to propose a redemption of the Series CC Preferred Stock will depend upon, among
other things, our evaluation of our capital position, the composition of our stockholders’ equity and generalmarket conditions at that time.
Our right to redeem the Series CC Preferred Stock is subject to limitations. Under the Federal Reserve
Board’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Series CC
Preferred Stock is subject to prior approval of the Federal Reserve Board. We cannot assure you that the Federal
Reserve Board will approve any redemption of the Series CC Preferred Stock that we may propose.
The Series CC Preferred Stock may be redeemed at our option, and you may not be able to reinvest theredemption price you receive in a similar security.
Subject to the approval of the appropriate federal banking agency, at our option, we may redeem theSeries CC Preferred Stock in whole, but not in part, prior to March 15, 2026 upon the occurrence of a “regulatory
capital treatment event,” such as a change or proposed change in law or regulation on or after the date hereofwith respect to whether the Series CC Preferred Stock qualifies as a Tier 1 capital instrument. We may also
redeem the Series CC Preferred Stock at our option, either in whole or in part, on any dividend payment date onor after March 15, 2026, subject to the approval of the Federal Reserve Board. If we redeem the Series CC
Preferred Stock, you may not be able to reinvest the redemption price you receive in a similar security. See“Description of the Series CC Preferred Stock—Optional Redemption” for more information on redemption of
the Series CC Preferred Stock.
A downgrade, suspension or withdrawal of any rating assigned by a rating agency to us or our securities,
including the depositary shares and the Series CC Preferred Stock, could cause the liquidity or trading
price of the depositary shares to decline significantly.
Real or anticipated changes in the credit ratings assigned to the depositary shares, the Series CC
Preferred Stock or our credit ratings generally could affect the trading price of the depositary shares. Credit
ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any timeby the issuing organization in its sole discretion. In addition, credit rating agencies continually review theirratings for the companies that they follow, including us. The credit rating agencies also evaluate the financial
services industry as a whole and may change their credit rating for us and our securities, including the Series CC
Preferred Stock and depositary shares, based on their overall view of our industry.
An active trading market for the Series CC Preferred Stock and the related depositary shares does notexist and may not develop.
The Series CC Preferred Stock and the related depositary shares are new issues of securities with noestablished trading market. Although we intend to list the depositary shares on the NYSE, there is no guaranteethat we will be able to list the depositary shares. Even if the depositary shares are listed, there may be little or nosecondary market. Even if a secondary market for the depositary shares develops, it may not provide significant
liquidity and transaction costs in the secondary market could be high. In addition, the depositary shares may trade
at a discount to their purchase price and prices for the depositary shares may be volatile. Although the
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underwriters may purchase and sell the depositary shares in the secondary market from time to time, theunderwriters will not be obligated to do so and may discontinue making a market for the depositary shares at any
time without giving us notice. We cannot assure you that a secondary market for the depositary shares willdevelop, or that if one develops, it will be maintained.
Holders of the Series CC Preferred Stock, and therefore the holders of the depositary shares representing
the Series CC Preferred Stock, will have limited voting rights.
Holders of the Series CC Preferred Stock, and therefore holders of the depositary shares, have no
voting rights with respect to matters that generally require the approval of voting stockholders. However, holdersof the Series CC Preferred Stock will have the right to vote on certain matters, as described below under“Description of the Series CC Preferred Stock—Voting Rights,” and holders of the Series CC Preferred Stockwill have voting rights as specifically required by Delaware law. In addition, if dividends on any shares of theSeries CC Preferred Stock or any other class or series of preferred stock that ranks equally with the Series CC
Preferred Stock as to payment of dividends or upon our liquidation, dissolution or winding up and with similarvoting rights have not been declared or paid for the equivalent of six quarterly dividend periods, whether or notfor consecutive dividend periods, holders of the outstanding shares of the Series CC Preferred Stock, together
with holders of any other class or series of our preferred stock ranking equally with the Series CC Preferred
Stock as to payment of dividends or upon our liquidation, dissolution or winding up and with similar voting
rights, will be entitled to vote for the election of two additional directors to our board of directors, subject to theterms and to the limited extent described under “Description of the Series CC Preferred Stock—Voting Rights.”
Holders of depositary shares must act through the depositary to exercise any voting rights of the Series CC
Preferred Stock.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the internet atthe SEC’s website at http://www.sec.gov. Information about us is also available on our website athttps://www.wellsfargo.com. Information on our website does not constitute part of, and is not incorporated byreference in, this prospectus supplement.
We “incorporate by reference” into this prospectus supplement the information we file with the SEC,
which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus supplement. Some information
contained in this prospectus supplement updates the information incorporated by reference, and information that wefile subsequently with the SEC will automatically update this prospectus supplement. In other words, in the case of
a conflict or inconsistency between information set forth in this prospectus supplement and/or information
incorporated by reference into this prospectus supplement, you should rely on the information contained in the
document that was filed later. We incorporate by reference the documents listed below and any filings we makewith the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the“Exchange Act,” on or after the date of this prospectus supplement and prior to the date that the offering of thedepositary shares by means of this prospectus supplement is completed (other than any documents or any portionsof any documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act andapplicable SEC rules):

Annual Report on Form 10-K for the year ended December 31, 2019, including information
specifically incorporated by reference into our Form 10-K from our 2019 Annual Report to
Stockholders and our definitive Proxy Statement for our 2020 Annual Meeting of Stockholders;

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020; andCurrent Reports on Form 8-K filed on January 3, 2020, January 6, 2020, January 7, 2020,
January 14, 2020, January 17, 2020, January 21, 2020, January 22, 2020, January 23, 2020,
January 24, 2020, January 27, 2020, January 28, 2020, January 29, 2020, January 30, 2020,
January 31, 2020, January 31, 2020, February 4, 2020, February 6, 2020, February 7, 2020,
February 10, 2020, February 11, 2020, February 11, 2020, February 12, 2020, February 12, 2020,
February 13, 2020, February 14, 2020, February 18, 2020, February 20, 2020, February 21, 2020,
February 21, 2020, February 24, 2020, February 25, 2020, February 26, 2020, February 26, 2020,
February 27, 2020, February 28, 2020, February 28, 2020, March 2, 2020, March 3, 2020,
March 4, 2020, March 5, 2020, March 6, 2020, March 6, 2020, March 9, 2020, March 9, 2020,
March 10, 2020, March 11, 2020, March 13, 2020, March 16, 2020, March 17, 2020, March 17,
2020, March 18, 2020, March 19, 2020, March 20, 2020, March 23, 2020, March 25, 2020,
March 26, 2020, March 27, 2020, March 30, 2020, March 30, 2020, March 31, 2020, April 1,
2020, April 2, 2020, April 3, 2020, April 6, 2020, April 7, 2020, April 8, 2020, April 9, 2020,
April 14, 2020, April 14, 2020, April 17, 2020, April 30, 2020, April 30, 2020, May 1, 2020,
May 1, 2020, May 15, 2020, May 18, 2020, May 22, 2020, June 2, 2020, June 2, 2020, June 5,
2020, June 12, 2020, June 17, 2020, June 29, 2020, June 30, 2020, July 14, 2020, July 17, 2020,
July 20, 2020, July 21, 2020, July 29, 2020, July 31, 2020, August 7, 2020, August 14, 2020,
August 21, 2020, August 21, 2020, October 14, 2020, October 28, 2020, October 30, 2020,
November 5, 2020, November 19, 2020, November 30, 2020, December 16, 2020, January 8,
2021, January 15, 2021, January 19, 2021 and January 22, 2021.

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You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specificallyincorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address:
Office of the Corporate Secretary
Wells Fargo & Company
Two Wells Fargo Center
301 S. Tryon Street
Charlotte, North Carolina 28202
Phone: (704) 374-3234

S-17

USE OF PROCEEDS
We intend to use the net proceeds from the sale of the depositary shares representing interests in the
Series CC Preferred Stock for general corporate purposes, including, but not limited to, the redemption of someor all of one or more series of our outstanding preferred stock and related depositary shares, as applicable.

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DESCRIPTION OF THE SERIES CC PREFERRED STOCKThis prospectus supplement describes the specific terms of the Series CC Preferred Stock and therelated depositary shares and supplements the description of our preferred stock and depositary shares includedin the accompanying prospectus. You should read the following description of the Series CC Preferred Stockalong with “Description of Preferred Stock” in the accompanying prospectus. If information contained in thisprospectus supplement is inconsistent with the accompanying prospectus, the information in this prospectus
supplement supersedes the information in the accompanying prospectus.
GeneralUnder our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), weare authorized to issue 20,000,000 shares of preferred stock, without par value, including the Series CC Preferred
Stock, and 4,000,000 shares of preference stock, without par value. As of September 30, 2020, there were5,494,773 shares of our preferred stock issued and outstanding and no shares of preference stock issued andoutstanding. For a discussion of the dividend rights, liquidation rights, voting powers, preferences and otherrights, qualifications and limitations on our designated preferred stock, see “Description of Preferred Stock” inthe accompanying prospectus and “Description of Capital Stock” herein.
Equiniti Trust Company, as depositary, will be the sole holder of the Series CC Preferred Stock, as
described under “Description of the Depositary Shares” below, and all references in this prospectus supplement
to the holders of the Series CC Preferred Stock shall mean the depositary. The holders of depositary shares will
be required to exercise their proportional rights in the Series CC Preferred Stock through the depositary, as
described in “Description of the Depositary Shares.”Shares of the Series CC Preferred Stock represent a single series of our authorized preferred stock. We
are offering 40,000,000 depositary shares (46,000,000 depositary shares if the underwriters exercise their overallotment option in full), representing 40,000 shares (46,000 shares if the underwriters exercise their overallotment option in full) of the Series CC Preferred Stock, by this prospectus supplement and the accompanying
prospectus. Holders of the Series CC Preferred Stock have no preemptive rights. Shares of the Series CC
Preferred Stock, upon issuance against full payment therefor, will be fully paid and nonassessable.
On the date of initial issuance, the Series CC Preferred Stock will rank equally with our parity stock as
to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up. The Series CC
Preferred Stock will rank senior to our common stock, and any of our other stock that is expressly made junior to
our Series CC Preferred Stock, as to payment of dividends and/or distribution of assets upon our liquidation,
dissolution or winding up. We may, from time to time, create and issue additional shares of preferred stock andshares of preference stock ranking equally with the Series CC Preferred Stock as to payment of dividends and/or
distribution of assets upon our liquidation, dissolution or winding up. We may also create and issue shares ofpreferred stock and shares of preference stock ranking senior to the Series CC Preferred Stock as to dividends
and/or distribution of assets upon our liquidation, dissolution or winding up with the requisite consent of theholders of the Series CC Preferred Stock and our parity stock entitled to vote thereon. In addition we may, fromtime to time, issue additional shares of preferred stock that rank junior to the Series CC Preferred Stock.
The Series CC Preferred Stock will not be convertible into, or exchangeable for, shares of any otherclass or series of our stock or other securities and will not be subject to any sinking fund or other obligation toredeem or repurchase the Series CC Preferred Stock.
Dividends
Dividends on the Series CC Preferred Stock will not be mandatory. Dividends on the Series CC
Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board,
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will accrue and be payable out of legally available funds on the liquidation preference amount of $25,000 per
share, on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and Decemberof each year, commencing on March 15, 2021 (each, a “dividend payment date”), at a rate per annum equal to4.375% (the “dividend rate”). If our board of directors or a duly authorized committee of the board has notdeclared a dividend on the Series CC Preferred Stock before the dividend payment date for any dividend period,
such dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will
have no obligation to pay dividends for such dividend period, whether or not dividends on the Series CC
Preferred Stock are declared for any future dividend period. A “dividend period” means the period from, andincluding, a dividend payment date to, but excluding, the next succeeding dividend payment date, except for the
initial dividend period, which will be the period from, and including, February 1, 2021 to, but excluding, March
15, 2021. Dividends on the Series CC Preferred Stock will accrue from the original issue date at the dividend rateon the liquidation preference amount of $25,000 per share (equivalent to $25 per depositary share). If we issue
additional shares of the Series CC Preferred Stock, dividends on those additional shares will accrue from theoriginal issue date of those additional shares at the dividend rate.
We will calculate dividends, including dividends payable for any partial dividend period, on the Series
CC Preferred Stock on the basis of a 360-day year of twelve 30-day months. Dollar amounts resulting from that
calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series
CC Preferred Stock to be redeemed will cease to accrue after the redemption date, as described below under“—Optional Redemption,” unless we default in the payment of the redemption price of the shares of the Series
CC Preferred Stock called for redemption.
We will pay dividends to the holders of record of shares of the Series CC Preferred Stock as they
appear on our stock register on each record date, which shall be the last business day of the calendar month
immediately preceding the month during which the dividend payment date falls or such other date as determinedby our board of directors. If any date on which dividends otherwise would be payable is not a business day, thenthe dividend payment date will be the next succeeding business day, without interest or other payment in respectof such delay. A “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close in New York,New York.
Dividends on the Series CC Preferred Stock will not be cumulative. If our board of directors or a duly
authorized committee of the board does not declare a dividend on the Series CC Preferred Stock for any dividend
period prior to the related dividend payment date, that dividend will not accrue, and we will have no obligation to
pay a dividend for that dividend period on the related dividend payment date or at any future time, whether or not
dividends on the Series CC Preferred Stock or any other series of our preferred stock, preference stock orcommon stock are declared for any future dividend period.
So long as any shares of Series CC Preferred Stock remain outstanding,(1) no dividend shall be declared and paid or set aside for payment and no distribution shall bedeclared and made or set aside for payment on any common stock, and no shares of common stock shallbe repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, nor shallany monies be paid to or made available for a sinking fund for the redemption of any such common
stock by us (other than (i) a dividend payable in common stock or (ii) the acquisition of shares ofcommon stock in exchange for, or through application of proceeds of the sale of, shares of common
stock);(2) no dividend shall be declared and paid or set aside for payment and no distribution shall bedeclared and made or set aside for payment on any junior stock other than common stock, and no sharesof junior stock other than common stock shall be repurchased, redeemed or otherwise acquired forconsideration by us, directly or indirectly, nor shall any monies be paid to or made available for a
sinking fund for the redemption of any such junior stock other than common stock by us (other thanS-20

(i) a dividend payable solely in shares of junior stock, (ii) any dividend in connection with theimplementation of a stockholder rights plan, or the redemption or repurchase of any rights under any
such plan, (iii) any dividend in the form of stock, warrants, options or other rights where the dividend
stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as thaton which the dividend is being paid or ranks equally with or junior to such stock, (iv) as a result of areclassification of junior stock other than common stock for or into other junior stock, (v) the exchange
or conversion of one share of junior stock other than common stock for or into another share of juniorstock, (vi) through the use of proceeds of a substantially contemporaneous sale of other shares of juniorstock, (vii) any purchase, redemption or other acquisition of junior stock other than common stock
pursuant to any employee, consultant or director incentive or benefit plan or arrangement (including any
employment, severance or consulting arrangements) of ours or of any of our subsidiaries adopted before
or after the date of this prospectus supplement, (viii) any purchase of fractional interests in shares of ourjunior stock other than common stock pursuant to the conversion or exchange provisions of such juniorstock other than common stock or the securities being converted or exchanged, (ix) the purchase of ourjunior stock other than common stock by Wells Fargo Securities, LLC, or any other affiliate of ours, inconnection with the distribution thereof or (x) the purchase of our junior stock other than common stockby Wells Fargo Securities, LLC, or any other affiliate of ours, in connection with market-making orother secondary market activities in the ordinary course of business); and(3) no shares of parity stock will be repurchased, redeemed or otherwise acquired forconsideration by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of
the Series CC Preferred Stock and such parity stock during a dividend period (other than (i) as a resultof a reclassification of parity stock for or into other parity stock or junior stock, (ii) the exchange orconversion of one share of parity stock for or into another share of parity stock or junior stock,(iii) through the use of proceeds of a substantially contemporaneous sale of other shares of parity stockor junior stock, (iv) any purchase, redemption or other acquisition of parity stock pursuant to any
employee, consultant or director incentive or benefit plan or arrangement (including any employment,
severance or consulting arrangements) of ours or of any of our subsidiaries adopted before or after thedate of this prospectus supplement, (v) any purchase of fractional interests in shares of our parity stock
pursuant to the conversion or exchange provisions of such parity stock or the securities being converted
or exchanged, (vi) the purchase of our parity stock by Wells Fargo Securities, LLC, or any other affiliate
of ours, in connection with the distribution thereof or (vii) the purchase of our parity stock by Wells
Fargo Securities, LLC, or any other affiliate of ours, in connection with market-making or othersecondary market activities in the ordinary course of business),
unless, in each case, the full dividends for the then-current dividend period on all outstanding shares of the Series
CC Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those
dividends has been set aside.
As used in this prospectus supplement, “junior stock” means our common stock and any other class orseries of our capital stock over which the Series CC Preferred Stock has preference or priority in the payment ofdividends or in the distribution of assets on our liquidation, dissolution or winding up, and “parity stock” means
any other class or series of our capital stock that ranks on par with the Series CC Preferred Stock in the payment
of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets in theevent of any voluntary or involuntary liquidation, dissolution or winding up.
Except as provided below, for so long as any share of Series CC Preferred Stock remains outstanding,we will not declare, pay, or set aside for payment dividends on any parity stock unless we have paid in full, or set
aside payment in full in respect of, all dividends for the then-current dividend period for outstanding shares ofSeries CC Preferred Stock. To the extent that we declare dividends on the Series CC Preferred Stock and on any
parity stock but cannot make full payment of those declared dividends, we will allocate the dividend payments on
a proportional basis among the holders of shares of Series CC Preferred Stock and the holders of any parity stock
where the terms of such parity stock provide similar dividend rights.
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Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, orotherwise), as may be determined by our board of directors or a duly authorized committee of the board, may bedeclared and paid on our common stock and any other stock ranking equally with or junior to the Series CC
Preferred Stock from time to time out of any assets legally available for such payment, and the holders of theSeries CC Preferred Stock will not be entitled to participate in those dividends.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of theSeries CC Preferred Stock are entitled to receive out of our assets available for distribution to stockholders before
any distribution of assets is made to holders of our common stock or any of our other shares of stock ranking
junior to the Series CC Preferred Stock as to distributions upon our liquidation, dissolution or winding up, aliquidating distribution in the amount of $25,000 per share (equivalent to $25 per depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. The
Series CC Preferred Stock may be fully subordinated to interests held by the U.S. government in the event of areceivership, insolvency, liquidation or similar proceeding under the “orderly liquidation authority” of the DoddFrank Act.
Distributions will be made only to the extent of our assets remaining available after satisfaction of all
liabilities to creditors and subject to the rights of the holders of any securities ranking senior to the Series CC
Preferred Stock and any other shares of our parity stock as to such distribution. After payment of this liquidating
distribution, the holders of the Series CC Preferred Stock will not be entitled to any further participation in any
distribution of our assets.
In any such distribution, if our assets are not sufficient to pay the liquidating distribution plus anamount equal to any declared and unpaid dividends in full to all holders of the Series CC Preferred Stock and all
holders of our parity stock, we will allocate the liquidating distributions plus an amount equal to any declaredand unpaid dividends on a pro rata basis among the holders of the shares of Series CC Preferred Stock and theholders of our parity stock. The amounts paid to the holders of Series CC Preferred Stock and to the holders of
our parity stock will be paid pro rata in accordance with the respective aggregate liquidating distributions owed
to such holders.
Neither the sale, conveyance, exchange or transfer of all or substantially all of our property and assets,
nor our consolidation or merger with or into any other corporation or by another corporation with or into us, shallconstitute a liquidation, dissolution or winding up of our affairs.
Optional Redemption
The Series CC Preferred Stock is not subject to any mandatory redemption, sinking fund, or othersimilar provisions. However, we may redeem shares of the Series CC Preferred Stock on any dividend payment
date on or after March 15, 2026, in whole or in part, at a redemption price equal to $25,000 per share (equivalent
to $25 per depositary share), plus an amount equal to any declared and unpaid dividends up to the redemption
date without accumulation of any undeclared dividends. Dividends will cease to accrue after the redemption date.
Under the Federal Reserve Board’s risk-based capital guidelines applicable to bank holding companies, any
redemption of the Series CC Preferred Stock is subject to prior approval of the Federal Reserve Board.
Notwithstanding the foregoing, within 90 days of our good faith determination that an event has
occurred that would constitute a “regulatory capital treatment event,” we may, at our option, subject to theapproval of the appropriate federal banking agency, provide notice of our intent to redeem in accordance with theprocedures described below, and subsequently redeem in whole, but not in part, prior to March 15, 2026, theshares of Series CC Preferred Stock at the time outstanding at a redemption price equal to $25,000 per share
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(equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends, without
accumulation of any undeclared dividends.
A “regulatory capital treatment event” means our reasonable determination that as a result of any:amendment to, clarification of, or change (including any announced prospective change) in, thelaws or regulations of the United States or any political subdivision of or in the United Statesthat is enacted or becomes effective on or after the date hereof;

proposed change in those laws or regulations that is announced or becomes effective on or after
the date hereof; orofficial administrative decision or judicial decision or administrative action or other official
pronouncement interpreting or applying those laws or regulations that is announced on or after
the date hereof,

there is more than an insubstantial risk that we will not be entitled to treat the full liquidation preference amountof all shares of Series CC Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for purposes of thecapital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect andapplicable, for as long as any share of Series CC Preferred Stock is outstanding.
If we redeem shares of the Series CC Preferred Stock, we will provide notice to the depositary, as soleholder of the Series CC Preferred Stock, not less than 40 days nor more than 70 days prior to the date fixed forredemption. We will provide notice pursuant to the applicable procedures of the depositary, and each notice ofredemption will state:(i) the redemption date;(ii) the number of shares of the Series CC Preferred Stock to be redeemed and, if less than all theshares held by the holder are to be redeemed, if applicable, the number of shares of the Series
CC Preferred Stock to be redeemed from the holder;(iii) the redemption price;(iv) the place or places where the certificates for those shares are to be surrendered for payment of
the redemption price; and(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.
If notice of redemption of any shares of Series CC Preferred Stock has been duly given and if thefunds necessary for such redemption have been irrevocably set aside by us for the benefit of the holders of theshares of Series CC Preferred Stock so called for redemption, then, on and after the redemption date, dividends
will cease to accrue on such shares of Series CC Preferred Stock, such shares of Series CC Preferred Stock shallno longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right toreceive the redemption price. See “Description of the Depositary Shares” below for information about
redemption of the depositary shares relating to our Series CC Preferred Stock.
In case of any redemption of only part of the shares of Series CC Preferred Stock at the time
outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner consistent withthe rules and policies of the NYSE as we may determine to be fair and equitable.
Neither the holders of the Series CC Preferred Stock nor the holders of the related depositary shares
have the right to require redemption of the Series CC Preferred Stock. See “Risk Factors—Investors should not
expect us to redeem the Series CC Preferred Stock on the date it becomes redeemable or on any particular dateafter it becomes redeemable.”
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Voting Rights
The holders of the Series CC Preferred Stock do not have voting rights other than those described
below, except as specifically required by Delaware law.
Whenever dividends payable on the Series CC Preferred Stock or any class or series of Voting Parity
Stock (as defined below) have not been declared and paid in an aggregate amount equal to, as to any class orseries, at least six quarterly dividend periods or their equivalent, whether or not for consecutive dividend periods(a “Nonpayment”), the holders of outstanding shares of the Series CC Preferred Stock, voting together as a classwith holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for the election of
two additional directors of our board of directors at our next annual meeting of stockholders and at eachsubsequent annual meeting of stockholders on the terms set forth below (the “Preferred Stock Directors”). At
elections for such directors, each holder of the Series CC Preferred Stock shall be entitled to 25 votes for eachshare held (the holders of shares of any other series of Voting Parity Stock being entitled to such number ofvotes, if any, for each share of preferred stock as may be granted to them). In the event that the holders of theshares of the Series CC Preferred Stock are entitled to vote as described in this paragraph, our board of directors
will be increased by two directors, and the holders of the Series CC Preferred Stock will have the right, with theholders of the Voting Parity Stock, as outlined above, to elect two directors at the next annual meeting of ourstockholders, provided that at no time shall our board of directors include more than two Preferred Stock
Directors. As used in this prospectus supplement, “Voting Parity Stock” means any parity stock having similarvoting rights as the Series CC Preferred Stock.
When we have paid full dividends for the equivalent of at least four quarterly dividend periods or theirequivalent following a Nonpayment on the Series CC Preferred Stock and any other series of our Voting Parity
Stock, the voting rights of the Series CC Preferred Stock described above will terminate, except as expressly
provided by law. The voting rights described above are subject to re-vesting upon each and every subsequentNonpayment.
Upon termination of the right of the holders of the Series CC Preferred Stock and Voting Parity Stockto vote for Preferred Stock Directors as described above, the term of office of all Preferred Stock Directors thenin office elected by only those holders voting as a class will terminate immediately. If the office of any director
elected by such holders voting as a class becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, a successor may be elected by plurality of the votes cast by
the holders of the Series CC Preferred Stock and Voting Parity Stock having the voting rights described above
unless the vacancy has already been filled. Whenever the term of office of the Preferred Stock Directors ends andthe related voting rights have expired, the number of directors automatically will be decreased to the number of
directors as otherwise would prevail.
If the holders of the Series CC Preferred Stock become entitled to vote for the election of directors as
described above, the Series CC Preferred Stock may be considered a class of voting securities underinterpretations adopted by the Federal Reserve Board. As a result, certain holders of the Series CC Preferred
Stock may become subject to regulations under the Bank Holding Company Act of 1956, as amended, and/or
certain acquisitions of the Series CC Preferred Stock may be subject to prior approval by the Federal Reserve
Board.
In addition to any other vote required by law or the Certificate of Incorporation, so long as any sharesof our Series CC Preferred Stock remain outstanding, the vote or consent of the holders of the outstanding sharesof Series CC Preferred Stock and outstanding shares of all other series of Voting Parity Stock entitled to vote on
the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series CC Preferred Stock andsuch Voting Parity Stock, voting together as a class, given in person or by proxy, either in writing without a
S-24

meeting or at any meeting called for the purpose, shall be necessary to permit, effect or validate any one of moreof the following actions, whether or not such approval is required by Delaware law:the issuance of any class or series of preferred stock or preference stock ranking senior to theSeries CC Preferred Stock with respect to either the payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up;

any amendment, alteration or repeal of any provision of our Certificate of Incorporation,
including the Certificate of Designation relating to the Series CC Preferred Stock (the“Certificate of Designation”), or our bylaws that would adversely affect the rights, preferences,privileges or voting powers of the Series CC Preferred Stock;

any amendment or alteration of our Certificate of Incorporation or bylaws to authorize, create,
or increase the authorized amount of, any shares of, or any securities convertible into shares of,any class or series of our capital stock ranking senior to the Series CC Preferred Stock withrespect to either the payment of dividends or in the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; orany consummation of a reclassification involving the Series CC Preferred Stock or a merger orconsolidation with another corporation or other entity, except holders of our Series CC
Preferred Stock will have no right to vote under this provision if in each case (i) the shares ofSeries CC Preferred Stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series CC Preferred Stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series CC Preferred Stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries CC Preferred Stock or any class or series of parity stock or junior stock or any securities convertible into
any class or series of parity stock (whether dividends payable in respect of such parity stock are cumulative or
non-cumulative) or junior stock will be deemed not to adversely affect the rights, preferences, privileges orvoting powers of the Series CC Preferred Stock, and holders of the Series CC Preferred Stock shall have no rightto vote thereon. The voting rights of the Series CC Preferred Stock set forth in this paragraph are referred toherein as the “Series CC voting provisions.”
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of our voting preferred stock (including the Series CC Preferred
Stock for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all suchseries of our preferred stock.
Under the terms of the Series CC Preferred Stock, each holder of the Series CC Preferred Stock will
have 25 votes per share on any matter on which holders of the Series CC Preferred Stock are entitled to vote,whether separately or together with any other series of stock (the holders of shares of any other series ofpreferred stock being entitled to such number votes, if any, for each share of preferred stock as may be granted tothem), pursuant to Delaware law or otherwise, including by written consent.
Under the terms of certain outstanding series of Voting Parity Stock, certain corporate actions similar
to those contained in the Series CC voting provisions must be approved by the holders of 66 2/3% of the sharesof all of our preferred stock entitled to vote thereon, including the Series CC Preferred Stock. Under the terms ofS-25

such Voting Parity Stock, such vote will be determined on the basis of the number of shares of preferred stock
voted with respect to the corporate action, not the voting power of the shares of preferred stock voted withrespect to the corporate action. In connection with the votes required by such other Voting Parity Stock, a holder
of Series CC Preferred Stock will only have one vote per share since such voting provisions in such Voting Parity
Stock are based on the number of shares voted. However, the vote required by such other Voting Parity Stockwould be in addition to the vote required by the Series CC voting provisions, which provides for 25 votes per
share for Series CC Preferred Stock.
The foregoing voting provisions will not apply if, at any time prior to the time when the act withrespect to which such vote would otherwise be required shall be effected, all outstanding shares of our Series CC
Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shallhave been irrevocably set aside by us for the benefit of the holders of the Series CC Preferred Stock to effect such
redemption.
Preemptive and Conversion Rights
The holders of the Series CC Preferred Stock do not have any preemptive or conversion rights.
Additional Classes or Series of Stock
We will have the right to create and issue additional classes or series of stock ranking equally with or
junior to the Series CC Preferred Stock as to dividends and/or distribution of assets upon our liquidation,
dissolution or winding up without the consent of the holders of the Series CC Preferred Stock or the holders of
the related depositary shares. We may create and issue additional shares of preferred stock senior to the Series
CC Preferred Stock as to dividends and/or distribution of assets upon our liquidation, dissolution or winding up
with the requisite consent of the holders of the Series CC Preferred Stock and our parity stock entitled to votethereon.
Depositary, Transfer Agent and Registrar
Equiniti Trust Company will be the depositary, transfer agent and registrar for the Series CC Preferred
Stock. In its capacity as depositary, transfer agent and registrar, Equiniti Trust Company’s office is located at1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120.

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DESCRIPTION OF THE DEPOSITARY SHARES
The following description summarizes specific terms and provisions of the depositary shares relating
to our Series CC Preferred Stock. You should read this description of the material terms of the depositary sharesalong with the terms that apply generally to our preferred stock issued in the form of depositary shares under“Description of Depositary Shares” in the accompanying prospectus and “Description of Capital Stock” herein. If
information contained in this prospectus supplement is inconsistent with the accompanying prospectus, theinformation in this prospectus supplement supersedes the information in the accompanying prospectus.
General
We are issuing proportional fractional interests in the Series CC Preferred Stock in the form ofdepositary shares. Each depositary share represents a 1/1,000th interest in a share of the Series CC Preferred
Stock, and will be evidenced by depositary receipts, as described under “Registration and Settlement—BookEntry System.” We will deposit the underlying shares of the Series CC Preferred Stock with the depositary
pursuant to a deposit agreement among us, Equiniti Trust Company, as depositary, and the holders from time totime of the depositary receipts. Subject to the terms of the deposit agreement, the depositary shares will beentitled to all the rights, powers and preferences of the Series CC Preferred Stock, as applicable, and subject tothe limitations, qualifications and restrictions thereof, in proportion to the applicable fraction of a share of Series
CC Preferred Stock those depositary shares represent.
In this prospectus supplement, references to “holders” of depositary shares mean those who havedepositary shares registered in their own names on the books maintained by the depositary and not indirect
holders who own beneficial interests in depositary shares registered in the street name of, or issued in book-entry
form through, DTC. You should review the special considerations that apply to indirect holders described in“Registration and Settlement—Book-Entry System.”
We may elect from time to time to issue additional shares of Series CC Preferred Stock and additional
depositary shares representing interests in such additional shares of the Series CC Preferred Stock, without notice
to, or consent from, the existing holders of Series CC Preferred Stock, and all those additional shares would be
deemed to form a single series with the Series CC Preferred Stock, described by this prospectus supplement andthe accompanying prospectus.
Dividends and Other Distributions
Each dividend on a depositary share will be in an amount equal to 1/1,000th of the dividend declaredon the related share of the Series CC Preferred Stock.
The depositary will distribute all dividends and other cash distributions received on the Series CC
Preferred Stock to the holders of record of the depositary shares in proportion to the number of depositary shares
held by each holder. In the event of a distribution other than in cash, the depositary will distribute property
received by it to the holders of record of the depositary shares in proportion to the number of depositary shares
held by each holder, unless the depositary determines that this distribution is not feasible, in which case thedepositary may, with our approval, adopt a method of distribution that it deems practicable, including the sale ofthe property and distribution of the net proceeds of that sale to the holders of the depositary shares.
The depositary will not distribute amounts less than one cent. If the calculation of a dividend or othercash distribution results in an amount that is a fraction of a cent and that fraction is equal to or greater than
$0.005, the depositary will round that amount up to the next highest whole cent and will request that we pay the
resulting additional amount to the depositary for the relevant dividend or other cash distribution. If the fractionalamount is less than $0.005, the depositary will disregard that fractional amount.
S-27

Record dates for the payment of dividends and other matters relating to the depositary shares will be
the same as the corresponding record dates for the Series CC Preferred Stock.
The amount paid as dividends or otherwise distributable by the depositary with respect to thedepositary shares or the underlying Series CC Preferred Stock will be reduced by any amounts required to be
withheld by us or the depositary on account of taxes or other governmental charges. The depositary may refuse to
make any payment or distribution, or any transfer, exchange, or withdrawal of any depositary shares or the sharesof the Series CC Preferred Stock until such taxes or other governmental charges are paid.
Redemption of Depositary SharesIf we redeem the Series CC Preferred Stock (i) after March 15, 2026, in whole or in part, or (ii) prior
to March 15, 2026 in whole, but not in part, due to the occurrence of a regulatory capital treatment event, each as
described above under “Description of the Series CC Preferred Stock—Optional Redemption,” depositary shares
will be redeemed with the proceeds received by the depositary from the redemption of the Series CC Preferred
Stock held by the depositary. The redemption price per depositary share will be 1/1,000th of the redemption priceper share payable with respect to the Series CC Preferred Stock (or $25 per depositary share), plus an amountequal to any declared and unpaid dividends, without accumulation of any undeclared dividends.
If we redeem shares of the Series CC Preferred Stock held by the depositary, the depositary willredeem, as of the same redemption date, the number of depositary shares representing those shares of the Series
CC Preferred Stock so redeemed. If we redeem less than all of the outstanding depositary shares after March 15,2026, the depositary will select either pro rata, or in such other manner consistent with the rules and policies of
the NYSE as the depositary may determine to be fair and equitable, those depositary shares to be redeemed. In
any case, the depositary will redeem depositary shares only in increments of 1,000 depositary shares andmultiples thereof. The depositary will provide notice of redemption to record holders of the depositary shares notless than 30 and not more than 60 days prior to the date fixed for redemption of the Series CC Preferred Stockand the related depositary shares. Any notices required to be delivered to holders of the depositary shares will begiven by the depositary to The Depository Trust Company (“DTC”).
Voting the Series CC Preferred Stock
When the depositary receives notice of any meeting at which the holders of the Series CC Preferred
Stock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy materials to the record holders of the depositaryshares relating to the Series CC Preferred Stock. Each record holder of the depositary shares on the record date,
which will be the same date as the record date for the Series CC Preferred Stock, may instruct the depositary tovote the amount of the Series CC Preferred Stock represented by the holder’s depositary shares. To the extent
possible, the depositary will vote the amount of the Series CC Preferred Stock represented by depositary sharesin accordance with the instructions it receives. We will agree to take all reasonable actions that the depositary
determines are necessary to enable the depositary to vote as instructed. The depositary will not vote any Series
CC Preferred Stock for which it does not receive specific instructions from the holders of the depositary shares
relating to such Series CC Preferred Stock.
Form and Notices
The Series CC Preferred Stock will be issued in registered form to the depositary, and the depositaryshares will be issued in book-entry only form through DTC, as described below in “Registration andSettlement—Book-Entry System.” The depositary will forward to the holders of depositary shares all reports,
notices, and communications from us that are delivered to the depositary and that we are required to furnish to
the holders of the Series CC Preferred Stock.
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Listing
We intend to apply for listing of the depositary shares on the NYSE under the symbol “WFCPrC.” If
the application is approved, we expect trading to begin within 30 days of the initial delivery of the depositaryshares. We do not expect that there will be any separate public trading market for the shares of the Series CC
Preferred Stock except as represented by the depositary shares.

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DESCRIPTION OF CAPITAL STOCKThis description of capital stock supplements the description of our preferred stock and our depositaryshares included in the accompanying prospectus. You should read the following description of our capital stock alongwith “Description of Preferred Stock” and “Description of Depositary Shares” in the accompanying prospectus.
Series AA Preferred StockOn October 28, 2020, we issued 46,800 shares of our Non-Cumulative Perpetual Class A Preferred
Stock, Series AA (the “Series AA Preferred Stock”). The terms of the Series AA Preferred Stock aresubstantially identical to the terms of the Series CC Preferred Stock, except that (i) dividends on the Series AA
Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board,
will be payable quarterly in arrears at a fixed rate per annum equal to 4.70%, (ii) the initial dividend payment
date on the Series AA Preferred Stock was December 15, 2020 and (iii) the Series AA Preferred Stock may beredeemed by us at our option (A) in whole, or in part, on December 15, 2025, or on any dividend payment datethereafter, and (B) in whole, but not in part, prior to December 15, 2025 upon the occurrence of a regulatory
capital treatment event. The Series AA Preferred Stock is a parity stock and a Voting Parity Stock, each as
defined above under “Description of the Series CC Preferred Stock—Dividends” and “—Voting Rights.”
Series AA Depositary Shares
On October 28, 2020, we issued 46,800,000 depositary shares representing fractional interests in the
Series AA Preferred Stock (the “Series AA depositary shares”). Each Series AA depositary share represents a
1/1,000th interest in one share of our Series AA Preferred Stock. The terms of the Series AA depositary shares
are substantially identical to the terms of the depositary shares representing fractional interests in the Series CC
Preferred Stock, except to the extent that the Series AA Preferred Stock differs from the Series CC Preferred
Stock as described above under “—Series AA Preferred Stock.”
Series BB Preferred StockOn January 26, 2021, we expect to issue 140,400 shares of our 3.90% Fixed Rate Reset Non-Cumulative
Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”). The terms of the Series BB
Preferred Stock are substantially identical to the terms of the Series CC Preferred Stock, except that (i) from, andincluding, January 26, 2021 to, but excluding, March 15, 2026, dividends on the Series BB Preferred Stock, when, as
and if declared by our board of directors or a duly authorized committee of the board, will be payable quarterly inarrears at a fixed rate per annum equal to 3.90%, and from, and including, March 15, 2026, dividends on the Series
BB Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board,
will be payable quarterly in arrears at a rate per annum equal to the five-year treasury rate as of the most recent reset
dividend determination date (as such term is defined in the Certificate of Designation for the Series BB Preferred
Stock) plus 3.453% for each reset period (as such term is defined in the Certificate of Designation for the Series BB
Preferred Stock), and (ii) we will appoint a calculation agent to assist with the determination of the five-year treasury
rate. The Series BB Preferred Stock is a parity stock and a Voting Parity Stock, each as defined above under“Description of the Series CC Preferred Stock—Dividends” and “—Voting Rights.”
Series BB Depositary Shares
On January 26, 2021, we expect to issue 3,510,000 depositary shares representing fractional interestsin the Series BB Preferred Stock (the “Series BB depositary shares”). Each Series BB depositary share represents
a 1/25th interest in one share of our Series BB Preferred Stock. The terms of the Series BB depositary shares aresubstantially identical to the terms of the depositary shares representing fractional interests in the Series CC
Preferred Stock, except that each Series BB depositary share represents a 1/25th interest, not a 1/1000th interest,
in one share of our Series BB Preferred Stock and except to the extent that the Series BB Preferred Stock differsfrom the Series CC Preferred Stock as described above under “—Series BB Preferred Stock.”
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REGISTRATION AND SETTLEMENT
Book-Entry System
The depositary shares will be issued in book-entry only form through the facilities of DTC. Thismeans that we will not issue actual depositary receipts to each holder of depositary shares, except in limited
circumstances. Instead, the depositary shares will be in the form of a single global depositary receipt deposited
with and held in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested
by an authorized representative of DTC. In order to own a beneficial interest in a depositary receipt, you must be
an organization that participates in DTC or have an account with an organization that participates in DTC,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream
Banking, société anonyme (“Clearstream”).
As long as DTC or its nominee is the registered owner of the global depositary receipt, DTC or its
nominee, as the case may be, will be considered the sole owner and holder of the global depositary receipt andthe Series CC Preferred Stock represented by such receipt for all purposes under the instruments governing therights and obligations of holders of the depositary shares and Series CC Preferred Stock. Except as described
below, owners of beneficial interests in the global depositary receipt will not be entitled to have depositary sharesregistered in their names, will not receive or be entitled to receive physical delivery of the depositary shares indefinitive form, and will not be considered the owners or holders of depositary shares under our Certificate ofIncorporation or the deposit agreement, including for purposes of receiving any reports or notices delivered byus. Accordingly, each person owning a beneficial interest in the global depositary receipt must rely on theprocedures of DTC and, if that person is not a participant, on the procedures of the participant through which that
person owns its beneficial interest, in order to exercise any rights of a holder of depositary shares.
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a“clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds andprovides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money
market instruments that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates thepost-trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. Thiseliminates the need for physical movement of securities certificates. Direct Participants include both U.S. andnon-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain otherorganizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, including the underwriters, banks, trust companies and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). The DTC Rules applicable to its participants are on file with the SEC. More information about
DTC can be found at www.dtcc.com.
Purchases of securities under the DTC system must be made by or through Direct Participants, which
will receive a credit for the securities on DTC’s records. The ownership interest of each beneficial owner of
securities will be recorded on the Direct or Indirect Participants’ records. Beneficial owners will not receive
written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the beneficial owner entered into the transaction. Under a book-entry
format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by
the depositary to Cede & Co., as nominee for DTC. DTC will forward the payments to its Direct Participants,
S-31

who will then forward them to Indirect Participants or holders. Beneficial owners of securities other than DTC or
its nominees will not be recognized by the relevant registrar, transfer agent, or paying agent as registered holdersof the securities. Beneficial owners that are not participants will be permitted to exercise their rights only
indirectly through and according to the procedures of Direct Participants and, if applicable, Indirect Participants.
To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by anauthorized representative of DTC. The deposit of securities with DTC and their registration in the name ofCede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has noknowledge of the actual beneficial owners of the securities; DTC’s records reflect only the identity of the Direct
Participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of theircustomers.
Conveyance of redemption notices and other communications by DTC to Direct Participants, byDirect Participants to Indirect Participants, and by Direct and Indirect Participants to beneficial owners will begoverned by arrangements among them, subject to any statutory or regulatory requirements as may be in effectfrom time to time. If less than all of the Series CC Preferred Stock and related depositary shares are redeemed,
DTC’s current practice is to determine by lottery the amount of the interest of each Direct Participant to beredeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to any
securities unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual
procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts securities
are credited on the record date (identified in a listing attached to the omnibus proxy).
DTC may discontinue providing its services as securities depositary with respect to the depositaryshares at any time by giving reasonable notice to the issuer or its agent. Under these circumstances, in the eventthat a successor securities depositary is not obtained, depositary receipts are required to be printed and delivered.
If we discontinue the book-entry only form system of registration, we will replace the global depositary receipt
with depositary receipts in certificated form registered in the names of the beneficial owners. Once depositary
receipts in certificated form are issued, the underlying shares of the Series CC Preferred Stock may be withdrawn
from the depositary arrangement upon surrender of depositary receipts at the corporate trust office of thedepositary and upon payment of the taxes, charges, and fees provided for in the deposit agreement. Subject to thedeposit agreement, the holders of depositary receipts will receive the appropriate number of shares of Series CC
Preferred Stock and any money or property represented by the depositary shares.
Only whole shares of the Series CC Preferred Stock may be withdrawn. If a holder holds an amountother than a whole multiple of 1,000 depositary shares, the depositary will deliver, along with the withdrawn
shares of the Series CC Preferred Stock, a new depositary receipt evidencing the excess number of depositaryshares. Holders of withdrawn shares of the Series CC Preferred Stock will not be entitled to redeposit thoseshares or to receive depositary shares.
Ownership of beneficial interests in the global depositary receipt will be limited to participants or
persons that may hold beneficial interests through institutions that have accounts with DTC or its nominee.
Ownership of beneficial interests in the global depositary receipt will be shown only on, and the transfer of thoseownership interests will be effected only through, records maintained by DTC or its nominee, with respect toparticipants’ interests, or any participant, with respect to interests of persons held by the participant on theirbehalf. Payments, transfers, deliveries, exchanges, redemptions and other matters relating to beneficial interestsin the global depositary receipt may be subject to various policies and procedures adopted by DTC from time to
time.
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Because DTC can act only on behalf of Direct Participants, who in turn act only on behalf of Direct orIndirect Participants, and certain banks, trust companies and other persons approved by it, the ability of abeneficial owner of securities to pledge them to persons or entities that do not participate in the DTC system may
be limited due to the unavailability of physical receipts for the depositary shares.
DTC has advised us that it will take any action permitted to be taken by a registered holder of any
securities under our Certificate of Incorporation, only at the direction of one or more participants to whose
accounts with DTC the relevant securities are credited.
The information in this section concerning DTC and its book-entry system has been obtained fromsources that we believe to be reliable, but we assume no responsibility for the accuracy thereof. We will not have
any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments
made on account of, beneficial interests in a global depositary receipt, or for maintaining, supervising orreviewing any records relating to such beneficial interests.
Clearstream and Euroclear
Links have been established among DTC, Clearstream and Euroclear, to facilitate the initial issuanceof book-entry securities and cross-market transfers of book-entry securities associated with secondary market
trading.
Although DTC, Clearstream and Euroclear have agreed to the procedures provided below in order tofacilitate transfers, they are under no obligation to perform such procedures, and the procedures may be modified
or discontinued at any time.
Clearstream and Euroclear will record the ownership interests of their participants in much the same
way as DTC, and DTC will record the aggregate ownership of each of the U.S. agents of Clearstream andEuroclear, as participants in DTC.
When book-entry securities are to be transferred from the account of a DTC participant to the accountof a Clearstream participant or a Euroclear participant, the purchaser must send instructions to Clearstream orEuroclear through a participant at least one business day prior to settlement. Clearstream or Euroclear, as the casemay be, will instruct its U.S. agent to receive book-entry securities against payment. After settlement,
Clearstream or Euroclear will credit its participant’s account. Credit for the book-entry securities will appear on
the next day (European time).
Because settlement is taking place during New York business hours, DTC participants can employ
their usual procedures for sending book-entry securities to the relevant U.S. agent acting for the benefit ofClearstream or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement
date. Thus, to the DTC participant, a cross-market transaction will settle no differently than a trade between two
DTC participants.
When a Clearstream or Euroclear participant wishes to transfer book-entry securities to a DTC
participant, the seller must send instructions to Clearstream or Euroclear through a participant at least one
business day prior to settlement. In these cases, Clearstream or Euroclear will instruct its U.S. agent to transfer
the book-entry securities against payment. The payment will then be reflected in the account of the Clearstreamor Euroclear participant the following day, with the proceeds back-valued to the value date (which would be thepreceding day, when settlement occurs in New York). If settlement is not completed on the intended value date(i.e., the trade fails), proceeds credited to the Clearstream or Euroclear participant’s account would instead bevalued as of the actual settlement date.
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Same-Day Settlement
As long as the depositary shares are represented by a global depositary receipt registered in the nameof DTC, or its nominee, the depositary shares will trade in the DTC Same-Day Funds Settlement System. DTC
requires secondary market trading activity in the depositary shares to settle in immediately available funds. Thisrequirement may affect trading activity in the depositary shares.
Payment of Dividends
We will pay dividends, if any, on the Series CC Preferred Stock represented by depositary shares inbook-entry form to the depositary. In turn, the depositary will deliver the dividends to DTC in accordance withthe arrangements then in place between the depositary and DTC. Generally, DTC will be responsible for
crediting the dividend payments it receives from the depositary to the accounts of DTC participants, and eachparticipant will be responsible for disbursing the dividend payment for which it is credited to the holders that it
represents. As long as the depositary shares are represented by a global depositary receipt, we will make all
dividend payments in immediately available funds.
In the event depositary receipts are issued in certificated form, dividends generally will be paid bycheck mailed to the holders of the depositary receipts on the applicable record date at the address appearing on
the security register.
Notices
Any notices required to be delivered to you will be given by the depositary to DTC for communication
to its participants.
If the depositary receipts are issued in certificated form, notices to you will be given by mail to theaddresses of the holders as they appear on the security register.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
For a brief description of the United States tax effects of an investment in the Series CC Preferred
Stock and the related depositary shares, see generally “United States Federal Income Tax Considerations” and,more specifically, “United States Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S.
Holders—Common Stock and Preferred Stock” and “—U.S. Federal Income Taxation of Non-U.S. Holders—Common Stock and Preferred Stock” in the accompanying prospectus.
Ownership of Depositary Shares
Owners of depositary shares will be treated for federal income tax purposes as if they were owners of
the Series CC Preferred Stock represented by the depositary shares.
BENEFIT PLAN INVESTOR CONSIDERATIONSEach fiduciary of a pension, profit-sharing or other employee benefit plan to which Title I of the
Employee Retirement Income Security Act of 1974 (“ERISA”) applies (a “plan”), should consider the fiduciarystandards of ERISA in the context of the plan’s particular circumstances before authorizing an investment in thedepositary shares. See “Benefit Plan Investor Considerations” in the accompanying prospectus.

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UNDERWRITING (CONFLICTS OF INTEREST)
Wells Fargo Securities, LLC is acting as representative of the underwriters named below. Under theterms and subject to the conditions contained in the underwriting agreement, dated January 25, 2021, each of theunderwriters has severally agreed to purchase from us, and we have agreed to sell to that underwriter, the numberof depositary shares listed in the following table:
Underwriter

Number of
Depositary Shares

Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BofA Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J.P. Morgan Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Academy Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
American Veterans Group, PBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AmeriVet Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cabrera Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CastleOak Securities, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Drexel Hamilton, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Great Pacific Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Penserra Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
R. Seelaus & Co., LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Samuel A. Ramirez & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,400,000
5,400,000
5,400,000
5,400,000
5,400,000
5,400,000
1,200,000
1,200,000
1,200,000
400,000
400,000
400,000
400,000
400,000
400,000
400,000
400,000
400,000
400,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all of thedepositary shares if any are purchased. The underwriting agreement provides that if an underwriter defaults, thepurchase commitment of non-defaulting underwriters may be increased or the offering of depositary shares may
be terminated. The underwriting agreement may be terminated by the underwriters prior to the issuance of thedepositary shares in certain circumstances.
Depositary shares sold by the underwriters to the public will initially be offered at the public offering
price set forth on the cover page of this prospectus supplement. Any depositary shares sold by the underwriters tosecurities dealers may be sold at a discount from the initial public offering price of up to $0.50 per depositaryshare (or $0.15 per depositary share in the case of sales to certain institutions). The underwriters may allow, andthose dealers may reallow, a discount of $0.45 per depositary share to other broker/dealers. If all the depositaryshares are not sold at the applicable initial offering price, the underwriters may change the offering price and theother selling terms. The maximum discount or commission that may be received by any member of FINRA for
sales of securities pursuant to the accompanying prospectus, together with the reimbursement of any counsel feesby us, will not exceed 8.00% of the initial gross proceeds from the sale of the depositary shares.
We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus
supplement, to purchase up to an aggregate of 6,000,000 additional depositary shares at the public offering pricelisted on the cover of this prospectus supplement, less the underwriting discount, solely to cover over-allotments,
if any. The underwriters may exercise this option solely to cover any over-allotments. To the extent the option is
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exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately thesame percentage of the 6,000,000 additional depositary shares as the number listed next to the underwriter’sname in the preceding table bears to the total number of depositary shares listed next to the names of all
underwriters in the preceding table.
The following table shows the underwriting discounts that we are to pay to the underwriters inconnection with this offering.
Paid by Wells Fargo

Per depositary share (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.7364(1) Rounded to four decimals and reflects 3,801,000 depositary shares sold to institutional investors, for which the underwriters

received an underwriting discount of $0.2500 per depositary share ($950,250.00 in the aggregate), and 36,199,000 depositaryshares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per depositary share($28,506,712.50 in the aggregate). The per depositary share number does not reflect the exercise of the over-allotment option.

We estimate that our total expenses of the offering (excluding the underwriting discount) will beapproximately $240,000.
Prior to this offering, there has been no public market for the depositary shares. We do not expect that
there will be any separate public trading market for the shares for the Series CC Preferred Stock except as
represented by the depositary shares. We intend to file an application to list the depositary shares on the NYSE
under the symbol “WFCPrC.” If the application is approved, we expect trading of the depositary shares to begin
within the 30-day period after the initial delivery of the depositary shares.
To facilitate the offering of the depositary shares, the underwriters may engage in transactions thatstabilize, maintain or otherwise affect the price of the depositary shares. Specifically, the underwriters may sellmore depositary shares than they are obligated to purchase under the underwriting agreement, creating a shortposition. A short position may involve either “covered” short sales or “naked” short sales. Covered short sales
are sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional
depositary shares as described above. The underwriters may close out any covered short position by either
exercising their over-allotment option or purchasing depositary shares in the open market. In determining thesource of shares to close the covered short position, the underwriters will consider, among other things, the priceof depositary shares available for purchase in the open market as compared to the price at which they may
purchase depositary shares from us through the over-allotment option. Naked short sales are sales in excess of theover-allotment option. The underwriters must close out any naked short position by purchasing depositary sharesin the open market. A naked short position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the depositary shares in the open market after pricing that could
adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, theunderwriters may bid for, and purchase, depositary shares in the open market to stabilize the price of thedepositary shares. These activities may raise or maintain the market price of the depositary shares above
independent market levels or prevent or retard a decline in the market price of the depositary shares. The
underwriters are not required to engage in these activities, and may end any of these activities at any time.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays tothe underwriters a portion of the underwriting discount received by it because the other underwriters haverepurchased depositary shares sold by or for the account of such underwriter in stabilizing or short coveringtransactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of thedepositary shares. As a result, the price of the depositary shares may be higher than the price that otherwise
might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters
at any time. These transactions may be effected in the over-the-counter market or otherwise.
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Neither we nor the underwriters make any representation or prediction as to the direction or magnitudeof any effect that the transactions described above may have on the price of the depositary shares. In addition,neither we nor the underwriters make any representation that the underwriters will engage in such transactions orthat such transactions will not be discontinued without notice, once they are commenced.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,investment management, investment research, principal investment, hedging, financing and brokerage activities.
Certain of the underwriters and certain of their respective affiliates have performed banking, investment banking,custodial and advisory services for us and our affiliates, from time to time, for which they have received
customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform
services for us in the ordinary course of their business.
The representative of the underwriters, Wells Fargo Securities, LLC, is our affiliate. The distribution
arrangements for this offering comply with the requirements of FINRA Rule 5121, regarding a FINRA member
firm’s participation in the distribution of securities of an affiliate. In accordance with Rule 5121, no FINRA
member firm that has a conflict of interest under Rule 5121 may make sales in this offering to any discretionary
account without the prior approval of the customer. Wells Fargo Securities, LLC, may use this prospectus
supplement and the accompanying prospectus in connection with offers and sales of the depositary shares in thesecondary market.
Following the initial distribution of an offering of securities, Wells Fargo Securities, LLC and otheraffiliates of ours may offer and sell those securities in the course of their businesses as broker-dealers. Wells
Fargo Securities, LLC and any such other affiliates may act as a principal or agent in these transactions. This
prospectus supplement also will be used in connection with these market-making transactions. Sales in any ofthese market-making transactions will be made at varying prices related to prevailing market prices and othercircumstances at the time of sale.
If you purchase securities in a market-making transaction, you will receive information about the priceyou pay and your trade and settlement dates in a separate confirmation of sale.
In the ordinary course of their various business activities, the underwriters and their respective affiliates
have made or held, and may in the future make or hold, a broad array of investments including serving as
counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may
actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bankloans) for their own account and for the accounts of their customers and may have in the past and at any time in the
future hold long and short positions in such securities and instruments. Such investment and securities activities
may have involved, and in the future may involve, our securities and instruments. Certain of the underwriters or
their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with
their customary risk management policies. Typically, such underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation ofshort positions in our securities. The underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may
hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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Sales Restrictions
Each underwriter will agree that it will, to the best of its knowledge and belief, comply with allapplicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells ordelivers our securities or possesses or distributes this prospectus supplement or the accompanying prospectus or
any other offering material and will obtain any required consent, approval or permission for its purchase, offer,sale or delivery of such securities under the laws and regulations in force in any jurisdiction to which it is subject
or in which it makes purchases, offers, sales or deliveries. We will not have any responsibility for anunderwriter’s compliance with applicable securities laws.
The following offering restrictions are in addition to or supersede, as applicable, the offering restrictions
set forth under “Plan of Distribution (Conflicts of Interest)—Sales Restrictions” in the accompanying prospectus.
Prohibition of Sales to European Economic Area Retail Investors
The securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area. For these
purposes:(a)the expression “retail investor” means a person who is one (or more) of the following:(i)a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (asamended, “MiFID II”); or(ii)

a customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as
amended; and(b)the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to enable an investor
to decide to purchase or subscribe for the securities.

No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling packaged retail and insurance-based investment products or otherwise
making them available to retail investors in the European Economic Area has been prepared and therefore
offering or selling the securities or otherwise making them available to any retail investor in the European
Economic Area may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in Singapore
This prospectus supplement and the accompanying prospectus has not been registered as a prospectuswith the Monetary Authority of Singapore. Accordingly, this prospectus supplement and the accompanying
prospectus and any other document or material in connection with the offer or sale, or invitation for subscription orpurchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be madethe subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore otherthan (i) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, Chapter 289 ofSingapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person
which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor,
securities (as defined in Section 2 of the SFA) of that corporation or the beneficiaries’ rights and interest in thattrust shall not be transferable for 6 months after that corporation or that trust has acquired the securities under
Section 275 of the SFA except: (1) to an institutional investor pursuant to Section 274 of the SFA, or to arelevant person as defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA; or (2) where no consideration is or will be given for thetransfer; or (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.
Purchasers of our securities may be required to pay stamp taxes and other charges in accordance withthe laws and practices of the country of purchase in addition to the price to public disclosed in this prospectus
supplement or the accompanying prospectus.
Notice to Prospective Investors in Switzerland
The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of
the Swiss Financial Services Act (the “FinSA”) and no application has or will be made to admit the securities to
trading on any trading venue (exchange or multilateral trading facility) in Switzerland. None of this prospectus
supplement or the accompanying prospectus (including any amendments thereto) or any other offering or
marketing material relating to the securities constitutes a prospectus pursuant to the FinSA and none of thisprospectus supplement or the accompanying prospectus (including any amendments thereto) or any otheroffering or marketing material relating to the securities may be publicly distributed or otherwise made publicly
available in Switzerland.
Notice to Prospective Investors in the United Arab Emirates
The securities referred to in this prospectus supplement and the accompanying prospectus (including any
amendments thereto) (the “Documents”) are not regulated under the laws of the United Arab Emirates (“UAE”)
relating to securities, funds, investments or otherwise. Neither the issuer nor the Documents are approved by the
UAE Central Bank, the Emirates Securities and Commodities Authority (“SCA”), the Dubai Financial Services
Authority (“DFSA”) of the Dubai International Financial Centre, the Financial Services Regulatory Authority(“FSRA”) of the Abu Dhabi Global Market (“ADGM”) or any other regulatory authority in the UAE.
The Documents are strictly private and confidential and are being distributed to a limited number of
selected institutional and other sophisticated investors subject to applicable laws. The Documents are only being
issued to such persons (a) upon their request and with confirmation that they understand that the securities havenot been approved or licensed by or registered with the UAE Central Bank, the SCA or any other relevant
licensing authorities or governmental agencies in the UAE (including the DFSA and FSRA) and (b) on thecondition that it will not be provided to any person other than the original recipient, is not for general circulationin the UAE and may not be reproduced or used for any other purpose.
The Documents do not constitute a public offer, advertisement or solicitation to the general public orother promotion in the UAE, and are intended only for the original recipients hereof to whom the Documents are
personally provided and may not be reproduced or used for any other purpose. No sale of securities or otherinvestment products is intended to be consummated within the UAE. The securities referred to in the Documents
are not offered or intended to be sold directly or indirectly to the public in the UAE.
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Prohibition of Sales to United Kingdom Retail Investors and Notice to Prospective Investors in the United
Kingdom
The securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes:(a)the expression “retail investor” means a person who is one (or more) of the following:(i)a retail client as defined in point (8) of Article 2 of Commission Delegated Regulation(EU) 2017/565 as it forms part of United Kingdom law by virtue of the European
Union (Withdrawal) Act 2018 (as amended, and together with any statutory
instruments made in exercise of the powers conferred by such Act, the “EUWA”); or(ii)

a customer within the meaning of Directive (EU) 2016/97 (including its implementing
legislation), as amended, as it forms part of United Kingdom law by virtue of theEUWA, where that customer would not qualify as a professional client as defined inpoint (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United
Kingdom law by virtue of the EUWA; or(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as
amended, as it forms part of United Kingdom law by virtue of the EUWA; and(b)the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to enable an investor
to decide to purchase or subscribe for the securities.

No key information document required by Regulation (EU) No 1286/2014, as amended, as it forms
part of United Kingdom law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling
packaged retail and insurance-based investment products or otherwise making them available to retail investors
in the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making
them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
In the United Kingdom this prospectus supplement and the accompanying prospectus (including any
amendments thereto) are only directed at non-retail investors (being persons who are not retail investors as
defined immediately above) who are also (i) persons having professional experience in matters relating toinvestments who fall within the definition of “investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high value trusts as described in
Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the United
Kingdom, any investment or investment activity to which this prospectus supplement and the accompanying
prospectus (including any amendments thereto) relates is only available to, and will be engaged in only with,
relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on thisprospectus supplement and the accompanying prospectus (including any amendments thereto) or any of theircontents. Each person in the United Kingdom who purchases or subscribes for securities will be deemed to haverepresented and warranted that they are a relevant person.

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LEGAL MATTERS
Richards, Layton & Finger, P.A., special Delaware Counsel to Wells Fargo, will opine on the validityof the Series CC Preferred Stock. John J. Muller, who is our Senior Company Counsel, or another of our lawyers,
will issue an opinion to the underwriters about certain other matters relating to the offering of the Series CC
Preferred Stock and related depositary shares. Mr. Muller owns, or has the right to acquire, a number of shares ofour common stock which represent less than 0.1% of the total outstanding common stock. Faegre Drinker Biddle& Reath LLP, Minneapolis, Minnesota, will opine on certain matters relating to the depositary shares for
Wells Fargo. Certain legal matters will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP,San Francisco, California. Gibson, Dunn & Crutcher LLP represents us and certain of our subsidiaries in otherlegal matters. Mr. Muller may rely on Gibson, Dunn & Crutcher LLP as to certain matters of California law.

S-42

PROSPECTUS$86,000,000,000

WELLS FARGO & COMPANY
420 Montgomery Street
San Francisco, California 94104(866) 249-3302

Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Purchase Contracts
Units
Securities Warrants

We will provide the specific terms of these securities in supplements to this prospectus. You should readthis prospectus and the applicable prospectus supplement carefully before you invest. Our common stock is listedon the New York Stock Exchange under the symbol “WFC.”

Neither the Securities and Exchange Commission nor any state securities commission or otherregulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacyof this prospectus. Any representation to the contrary is a criminal offense.

These securities are our unsecured obligations, and all payments are subject to our credit risk. If wedefault on our obligations, you could lose some or all of your investment. The securities are not savings
accounts, deposits or other obligations of any bank or nonbank subsidiary of Wells Fargo & Company andare not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any othergovernmental agency.

We will use this prospectus in the initial sale of the securities. In addition, Wells Fargo Securities,
LLC, Wells Fargo Advisors (the trade name of the retail brokerage business of our affiliates, Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC) or another of our affiliates, may use
this prospectus in a market-making transaction in any of the securities after their initial sale.
Investing in our securities involves risks. You should consider the risk factors described herein
and in any documents that we incorporate by reference in this prospectus. See “Risk Factors” on page 2.

This prospectus is dated February 25, 2020.

TABLE OF CONTENTSABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF PREFERRED STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF PURCHASE CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF SECURITIES WARRANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Wells Fargo & Company filed with the
Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under this shelfprocess, we may sell, either separately or together, debt securities, preferred stock, depositary shares, common
stock, purchase contracts, units and securities warrants in one or more offerings.
This prospectus provides you with a general description of the debt securities, preferred stock,
depositary shares, common stock, purchase contracts, units and securities warrants that we may issue. Each time
we sell securities, we will provide a prospectus supplement that will contain specific information about the termsof that offering. Such prospectus supplement may also add, update or change information contained in thisprospectus. You should read this prospectus and the applicable prospectus supplement together with theadditional information described under the heading “Where You Can Find More Information.” We may also
prepare free writing prospectuses that describe particular securities. Any free writing prospectus should also beread in connection with this prospectus and with any prospectus supplement referred to therein. For purposes ofthis prospectus, any reference to an applicable prospectus supplement may also refer to a free writing prospectus,
unless the context otherwise requires.
When we refer to “Wells Fargo,” “our company,” “we,” “our” and “us” in this prospectus under theheading “The Company,” we mean Wells Fargo & Company and its subsidiaries unless the context indicatesotherwise. When such terms are used elsewhere in this prospectus, we refer only to Wells Fargo & Company
unless the context indicates otherwise.
The registration statement that contains this prospectus, including the exhibits to the registration
statement, contains additional information about us and the securities offered under this prospectus. Thatregistration statement can be read at the SEC website or at the SEC offices mentioned under the heading “Where
You Can Find More Information.”
The distribution of this prospectus and the applicable prospectus supplement and the offering of the
securities in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus and theapplicable prospectus supplement come should inform themselves about and observe any such restrictions. This
prospectus and the applicable prospectus supplement do not constitute, and may not be used in connection with,
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or inwhich the person making such offer or solicitation is not qualified to do so or to any person to whom it isunlawful to make such offer or solicitation.

1

RISK FACTORSYour investment in our securities involves risks. This prospectus does not describe all of those risks.
Before purchasing any securities, you should carefully consider the following risk factors, in addition to the otherinformation contained or incorporated by reference in this prospectus, including the risk factors contained in ourannual and quarterly reports. Additional risks specific to particular securities will be detailed in theapplicable prospectus supplement. You should consult your financial, legal, tax and other professional advisors
as to the risks associated with an investment in our securities and the suitability of the investment for you.
GeneralThe Securities Are Subject To The Credit Risk Of Wells Fargo.
Any securities that we may issue are our obligations and are not, either directly or indirectly, an
obligation of any third party. Any amounts payable under any securities are subject to our creditworthiness. As aresult, our actual and perceived creditworthiness may affect the value of our securities and, in the event we were
to default on our obligations, you may not receive any amounts owed to you under the terms of such securities.
Our Ability To Service Our Debt, Including Our Debt Securities, May Be Limited By The
Results Of Operations Of Our Subsidiaries And Certain Contractual Arrangements.
We conduct substantially all of our activities and operations through our subsidiaries and are aseparate and distinct legal entity from those subsidiaries. We receive substantially all of our funding and liquidityfrom dividends, loans and other distributions from our subsidiaries. We generally use these funds, among othersources, to satisfy our financial obligations, including principal and interest on our debt. In addition to limitations
under laws and regulations applicable to us and our subsidiaries (as discussed below), funds available to us fromour subsidiaries will be contingent upon the financial performance and condition of those subsidiaries. Adverse
business or economic conditions, such as changes in interest rates and financial market values, could affect thebusinesses and the results of operations of our subsidiaries and, therefore, adversely affect the sources of funds
available to us.
In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or
reorganization, and thus the ability of a holder of our debt securities to benefit indirectly from such distributions,is subject to the prior claims of the subsidiary’s creditors. This subordination of creditors of a parent company toprior claims of creditors of its subsidiaries is commonly referred to as structural subordination. Furthermore, ourrights as a creditor of our subsidiaries may be subordinate to any security interest in the assets of thosesubsidiaries and any obligations of those subsidiaries senior to those held by us.
As discussed further below, federal banking regulators require measures to facilitate the continued
operation of operating subsidiaries notwithstanding the failure of their parent companies, and our ability toreceive funds from our subsidiaries may be limited by the Support Agreement discussed in the following risk
factors. Further, dividend payments to us from our subsidiaries may also be restricted if specified liquidity and/or
capital metrics fall below defined triggers or if our board of directors authorizes us to file a case under the U.S.
Bankruptcy Code.
The Resolution Of Wells Fargo Under The Orderly Liquidation Authority Could Result In
Greater Losses For Holders Of Our Debt Securities, Particularly If A Single-Point-Of-Entry Strategy Is
Used.
Your ability to recover the full amount that would otherwise be payable on our debt securities in aproceeding under the U.S. Bankruptcy Code may be impaired by the exercise by the Federal Deposit Insurance
Corporation (the “FDIC”) of its powers under the “orderly liquidation authority” under Title II of the Dodd2

Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). In particular, the single pointof entry strategy described below is intended to impose losses at the top-tier holding company level in the
resolution of a Global Systemically Important Bank (“G-SIB”) such as Wells Fargo.
Title II of the Dodd-Frank Act created a new resolution regime known as the “orderly liquidation
authority” to which financial companies, including bank holding companies such as Wells Fargo, can be
subjected. Under the orderly liquidation authority, the FDIC may be appointed as receiver for a financial
company for purposes of liquidating the entity if, upon the recommendation of the Board of Governors of theFederal Reserve System (the “FRB”) and the FDIC, the United States Secretary of the Treasury determines,
among other things, that the entity is in severe financial distress, that the entity’s failure would have serious
adverse effects on the U.S. financial system and that resolution under the orderly liquidation authority would
avoid or mitigate those effects. Absent such determinations, Wells Fargo, as a bank holding company, would
remain subject to the U.S. Bankruptcy Code.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the orderly
liquidation authority, rather than the U.S. Bankruptcy Code, would determine the powers of the receiver and therights and obligations of creditors and other parties who have transacted with Wells Fargo. There are substantial
differences between the rights available to creditors in the orderly liquidation authority and under the U.S.
Bankruptcy Code, including the right of the FDIC under the orderly liquidation authority to disregard the strictpriority of creditor claims in some circumstances (which would otherwise be respected by a bankruptcy court)
and the use of an administrative claims procedure to determine creditors’ claims (as opposed to the judicial
procedure utilized in bankruptcy proceedings). In certain circumstances under the orderly liquidation authority,
the FDIC could elevate the priority of claims if it determines that doing so is necessary to facilitate an orderly
liquidation without the need to obtain the consent of other creditors or prior court review. In addition, under theorderly liquidation authority, the FDIC has the right to transfer assets or liabilities of the failed company to athird party or “bridge” entity.
The FDIC has indicated that a “single point of entry” strategy may be a desirable strategy to resolve alarge financial institution such as Wells Fargo in a manner that would, among other things, impose losses onshareholders, unsecured debt holders (including, in our case, holders of our debt securities) and other creditors of
the top-tier holding company (in our case, Wells Fargo), while permitting the holding company’s subsidiaries tocontinue to operate. In addition, in December 2016, the FRB finalized rules requiring U.S. G-SIBs, including
Wells Fargo, to maintain minimum amounts of long-term debt and total loss absorbing capacity (TLAC). It is
possible that the application of the single point of entry strategy—in which Wells Fargo would be the only legal
entity to enter resolution proceedings—could result in greater losses to holders of our debt securities than thelosses that would result from a different resolution strategy for Wells Fargo. Assuming Wells Fargo enteredresolution proceedings and that support from Wells Fargo to its subsidiaries was sufficient to enable thesubsidiaries to remain solvent, losses at the subsidiary level could be transferred to Wells Fargo and ultimately
borne by Wells Fargo’s security holders (including holders of our unsecured debt securities), with the result thatthird-party creditors of Wells Fargo’s subsidiaries would receive full recoveries on their claims, while Wells
Fargo’s security holders (including holders of our debt securities) and other unsecured creditors could facesignificant losses. In addition, holders of our debt securities could face losses ahead of our other similarly
situated creditors in a resolution under the orderly liquidation authority if the FDIC exercised its right, describedabove, to disregard the strict priority of creditor claims.
The orderly liquidation authority also requires that creditors and shareholders of the financial company
in receivership must bear all losses before taxpayers are exposed to any losses, and amounts owed by thefinancial company or the receivership to the U.S. government would generally receive a statutory payment
priority over the claims of private creditors, including senior creditors such as claims in respect of our debt
securities. In addition, under the orderly liquidation authority, claims of creditors (including holders of our debt
securities) could be satisfied through the issuance of equity or other securities in a bridge entity to which Wells
Fargo’s assets are transferred. If securities were to be delivered in satisfaction of claims, there can be no3

assurance that the value of the securities of the bridge entity would be sufficient to repay all or any part of thecreditor claims for which the securities were exchanged.
While the FDIC has issued regulations to implement the orderly liquidation authority, not all aspectsof how the FDIC might exercise this authority are known and additional rulemaking is possible.
The Resolution Of Wells Fargo In A Bankruptcy Proceeding Could Also Result in Greater
Losses For Holders Of Our Debt Securities.
As required by the Dodd-Frank Act and regulations issued by the FRB and the FDIC, we are required
to periodically provide to the FRB and the FDIC a plan for our rapid and orderly resolution in the event ofmaterial financial distress affecting Wells Fargo or the failure of Wells Fargo. The strategy described in our
resolution plan is a single point of entry strategy, in which Wells Fargo would be resolved under the U.S.
Bankruptcy Code using a strategy in which only Wells Fargo itself enters bankruptcy proceedings while some or
all of its operating subsidiaries are maintained as going concerns. In this case, the effects on creditors of Wells
Fargo would likely be similar to those arising under the orderly liquidation authority, as described above. We are
not obligated to maintain a single point of entry strategy, and the strategy reflected in our resolution plansubmission is not binding in the event of an actual resolution of Wells Fargo, whether conducted under the U.S.
Bankruptcy Code or by the FDIC under the orderly liquidation authority. To carry out a single point of entry
strategy, Wells Fargo may seek to recapitalize its subsidiaries or provide them with liquidity in order to preserve
them as going concerns prior to the commencement of Wells Fargo’s bankruptcy proceeding. Moreover, Wells
Fargo could seek to elevate the priority of its guarantee obligations relating to its major subsidiaries’ derivatives
contracts over its other obligations, so that cross-default and early termination rights under derivatives contracts
at its subsidiaries would be stayed under the ISDA Resolution Stay Protocol. This elevation would result inholders of our debt securities incurring losses ahead of the beneficiaries of those guarantee obligations. It is also
possible that holders of our debt securities could incur losses ahead of other similarly situated creditors.
In response to the regulators’ guidance and to facilitate the orderly resolution of Wells Fargo, we
entered into an intercompany support agreement with WFC Holdings, LLC, an intermediate holding company
and subsidiary of Wells Fargo (the “IHC”), Wells Fargo Bank, National Association (“WFBNA”), Wells Fargo
Securities, LLC (“WFS”), Wells Fargo Clearing Services, LLC (“WFCS”) and certain of our other subsidiaries(the “Support Agreement”). Pursuant to the Support Agreement, Wells Fargo transferred a significant amount of
its assets, including among other things, cash and liquid securities, to the IHC and will continue to transfer such
assets to the IHC from time to time. In the event of Wells Fargo’s material financial distress or failure, the IHC
will be obligated to use the transferred assets to provide capital and/or liquidity to certain key subsidiaries inorder to help ensure their continued operations. Wells Fargo and the IHC’s respective obligations under the
Support Agreement are secured pursuant to a related security agreement. In the ordinary course, the IHC will
provide Wells Fargo with funding under the Support Agreement through subordinated notes and a committed lineof credit, which, together with dividend payments, is expected to provide Wells Fargo, during business as usual
operating conditions, with the same access to cash necessary to service its debts, pay dividends, repurchase its
shares and perform its other obligations as it would have if it had not entered into these arrangements andtransferred any assets. If certain liquidity and/or capital metrics fall below triggers specified in the Support
Agreement, the subordinated notes would be forgiven and the committed line of credit would be terminated.
Dividend payments to us from our subsidiaries may also be restricted if specified liquidity and/or capital metrics
fall below defined triggers or if our board of directors authorizes us to file a case under the U.S. Bankruptcy
Code. The forgiveness of subordinated notes, termination of the committed line of credit or restrictions on
dividend payments to us from our subsidiaries could materially and adversely affect our ability to satisfy our
obligations, including any payments to holders of our debt securities, and could result in the commencement ofbankruptcy proceedings by Wells Fargo at an earlier time that might have otherwise occurred if the Support
Agreement were not implemented. If the single point of entry strategy—the preferred strategy for our rapid andorderly resolution—proves to be unsuccessful, multiple, competing resolution proceedings could ensue andholders of our debt securities may as a consequence be in a worse position than if the strategy had not beeneffectuated. In all cases, any payments to holders of our debt securities are dependent on our ability to make suchpayments and are therefore subject to our credit risk.
4Holders Of Our Senior Debt Securities Have Limited Rights Of Acceleration.
Payment of principal on our senior debt securities may be accelerated only in the case of payment
defaults that continue for a period of 30 days or certain events of bankruptcy or insolvency, whether voluntary or
involuntary. If you purchase a series of senior debt securities, you will have no right to accelerate the payment ofprincipal on that series of senior debt securities if we fail in the performance of any of our obligations under that
series of senior debt securities, other than the obligations to pay principal and interest on that series of senior debt
securities. See “Description of Debt Securities—Events of Default and Covenant Breaches.”
Holders Of Our Subordinated Debt Securities Have Even More Limited Rights Of Acceleration.
Payment of principal on our subordinated debt securities may be accelerated only in the case of certain
events of bankruptcy or insolvency, whether voluntary or involuntary. If you purchase a series of subordinateddebt securities, you will have no right to accelerate the payment of principal on that series of subordinated debt
securities if we fail to pay principal or interest on that series of subordinated debt securities or if we fail in theperformance of any of our other obligations under that series of subordinated debt securities. Further, if certain
payment defaults occur, holders of senior debt securities may be able to accelerate their debt securities so thatsuch debt securities become immediately due and payable while holders of subordinated debt securities will be
unable to do so. In such an event, our obligation to repay the accelerated senior debt securities in full could
adversely affect our ability to make timely payments on subordinated debt securities thereafter. See “Descriptionof Debt Securities—Subordination.”
If We Become Insolvent, Holders Of Our Senior Debt Securities May Receive More Than
Holders Of Our Subordinated Debt Securities.
Any subordinated debt securities we may issue pursuant to this prospectus and any prospectus
supplement are unsecured and rank junior to our Senior Debt, as defined herein under “Description of Debt
Securities—Subordination.” If certain events in bankruptcy, insolvency or reorganization occur, we will first pay
all Senior Debt, including any interest accrued after the events occur, in full before we make any payment or
distribution on account of principal of or interest on any subordinated debt securities, and there is no limitationon our ability to incur additional debt senior to or on parity with any subordinated debt securities. If we become
insolvent, holders of the Senior Debt may receive more, ratably, and holders of the subordinated debt securities
having a claim pursuant to those debt securities may receive less, ratably, than our other creditors. In addition,holders of our debt securities may be fully subordinated to interests held by the U.S. government in theevent that we enter into a receivership, insolvency, liquidation or similar proceeding.
Holders Of Our Debt Securities Could Be At Greater Risk For Being Structurally SubordinatedIf We Convey, Transfer Or Lease All Or Substantially All Of Our Assets To One Or More Of Our
Subsidiaries.
Under our indentures, we may convey, transfer or lease all or substantially all of our assets to one ormore of our subsidiaries. In that event, third-party creditors of our subsidiaries would have additional assets fromwhich to recover on their claims while holders of our debt securities would be structurally subordinated tocreditors of our subsidiaries with respect to such assets. See “Description of Debt Securities—Consolidation,
Merger or Sale.”
The Securities May Not Be Listed On Any Securities Exchange And An Active Trading Market
For The Securities May Not Develop.
Any securities that we issue will constitute a new issue of securities with no established trading
market. The securities may not be listed or displayed on any securities exchange or any automated quotation
system. Even if the securities are listed on a securities exchange or automated quotation system, such listing does5

not guarantee that a trading market will develop. Although underwriters, dealers or agents, as applicable, maypurchase our securities from you, they are not obligated to do so and are not required to make a market for our
securities. As such, there can be no assurance that a secondary market will develop. Because we do not expectthat any market makers will participate in a secondary market for our securities, the price at which you may beable to sell your securities is likely to depend on the price, if any, at which an underwriter, dealer or agent, asapplicable, is willing to buy your securities. If a secondary market does exist, it may be limited. Accordingly,
there may be a limited number of buyers if you decide to sell your securities, and no assurance can be given as tothe liquidity of any trading market for the securities or the price you receive upon a sale of your securities.
One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And,As A Result, Potential Conflicts Of Interest Could Arise.
One of our affiliates may act as the calculation agent with respect to our securities. Although any
affiliate will exercise its judgment in good faith when performing its functions, potential conflicts of interest may
exist between such affiliate and you.
If The Securities We Issue May Be Redeemed At Our Option, You May Not Be Able To Reinvest
The Redemption Price You Receive In A Similar Security.
The terms of our securities may permit us to redeem the securities, subject to any required regulatory
approval. Any such redemption may occur at a time when prevailing interest rates are relatively low. As a result,if we redeem our securities, you may not be able to reinvest the redemption price you receive in a similar
security.
Uncertainty About The Future Of LIBOR May Adversely Affect The Return On LIBOR-Based
Securities And The Price At Which You Can Sell Such Securities.
On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which
regulates the London Interbank Offered Rate (“LIBOR”), announced that it intends to stop persuading orcompelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. The
announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR
submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the
United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become acceptedalternatives to LIBOR, and it is impossible to predict the effect of any such alternatives on the value of LIBORbased securities. Uncertainty as to the nature of alternative reference rates and as to potential changes or otherreforms to LIBOR may adversely affect LIBOR rates during the term of any LIBOR-based securities, your returnon such securities and the trading market for LIBOR-based securities. In the event that a published LIBOR rate isunavailable, the rate on any LIBOR-based securities will be determined as set forth in herein under “Descriptionof Debt Securities—Floating Rate Notes—Base Rates—LIBOR Debt Securities” or as set forth in the applicableprospectus supplement. If a published LIBOR rate is unavailable and banks are unwilling to provide quotations
for the calculation of LIBOR as set forth herein, the rate of interest on LIBOR-based securities will either
become fixed or will be as set forth in the applicable prospectus supplement, and the value of such securities may
be adversely affected.
Foreign Currency Risks
You should consult your financial and legal advisors as to any specific risks entailed by an investment
in securities that are denominated or payable in a currency other than the currency of the country in which you
are resident or in which you conduct your business, which we refer to as your “home currency.” These securities
are not appropriate investments for investors who are not sophisticated in foreign currency transactions. We
disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United
6

States of any matters arising under non-U.S. law that may affect the purchase of or holding of, or the receipt of
payments on, these securities. These persons should consult their own legal and financial advisors concerningthese matters.
Exchange Rates And Exchange Controls May Affect Securities’ Value Or Return
General Exchange Rate And Exchange Control Risks. An investment in a security that is denominatedor payable in currencies other than your home currency entails significant risks. These risks include thepossibility of significant changes in rates of exchange between your home currency and the relevant foreign
currencies and the possibility of the imposition or modification of exchange controls by the relevant
governmental entities. These risks generally depend on economic and political events over which we have nocontrol.
Exchange Rates Will Affect Your Investment. In recent years, rates of exchange between somecurrencies have been highly volatile and this volatility may continue in the future. Fluctuations in any particularexchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations that may
occur during the term of any security. Depreciation of the currency in which a security is payable against yourhome currency would result in a decrease in the effective yield of the security below its coupon rate or in the
payout of the security and could result in an overall loss to you on a home currency basis.
There May Be Specific Exchange Rate Risks Applicable To Warrants And Purchase Contracts.
Fluctuations in the rates of exchange between your home currency and other currency (i) in which the exercise
price of a warrant or the purchase price of a purchase contract is payable, (ii) in which the value of the property
underlying a warrant or purchase contract is quoted or (iii) to be purchased or sold by exercise of a warrant or
pursuant to a purchase contract or in the rates of exchange among any of these currencies may change the valueof a warrant, a purchase contract or a unit that includes a warrant or purchase contract. You could lose money on
your investment as a result of these fluctuations, even if the spot price of the property underlying the warrant orpurchase contract were such that the warrant or purchase contract appeared to be “in the money.”
We Have No Control Over Exchange Rates. Currency exchange rates can either float or be fixed bysovereign governments. Exchange rates of most economically developed nations are permitted to fluctuate invalue relative to each other. However, from time to time governments may use a variety of techniques, such as
intervention by a country’s central bank, the imposition of regulatory controls or taxes or changes in interest rates
to influence the exchange rates of their currencies. Governments may also issue a new currency to replace anexisting currency or alter the exchange rate or relative exchange characteristics by a devaluation or revaluation ofa currency. These governmental actions could change or interfere with currency valuations and currency
fluctuations that would otherwise occur in response to economic forces, as well as in response to the movementof currencies across borders.
As a consequence, these government actions could adversely affect yields or payouts in your homecurrency for (i) securities denominated or payable in currencies other than your home currency, (ii) warrants orpurchase contracts where the exercise price or the purchase price is denominated in a currency differing fromyour home currency or where the value of the property underlying the warrants or purchase contracts is quoted ina currency other than your home currency and (iii) warrants or purchase contracts to purchase or sell foreign
currency.
We will not make any adjustment or change in the terms of the securities in the event that exchange
rates should become fixed, or in the event of any devaluation or revaluation or imposition of exchange or otherregulatory controls or taxes, or in the event of other developments affecting your home currency or any specified
foreign currency. You will bear those risks.
Some Foreign Currencies May Become Unavailable. Governments have imposed from time to time,and may in the future impose, exchange controls that could also affect the availability of a specified currency.
7

Even if there are no actual exchange controls, it is possible that the specified currency for any security would not
be available when payments on that security are due.
Alternative Payment Currency Used If Payment Currency Becomes Unavailable. Unless otherwise
specified in the applicable prospectus supplement, if a payment currency is unavailable, we will make required
payments in U.S. dollars on the basis of the market exchange rate. However, if the specified currency for any
security is not available because the euro has been substituted for that currency, we will make the payments ineuros. The mechanisms for making payments in these alternative currencies are explained in “Description of
Debt Securities—Interest and Principal Payments” below.
Currency Conversions May Affect Payments On Some Securities
The applicable prospectus supplement may provide for (i) payments on a non-U.S. dollar denominatedsecurity to be made in U.S. dollars or (ii) payments on a U.S. dollar denominated security to be made in acurrency other than U.S. dollars. In these cases, the exchange agent identified in the applicable prospectus
supplement will convert the currencies. You will bear the costs of conversion through deductions from thosepayments.
Exchange Rates May Affect the Value Of A New York Judgment Involving Non-U.S. Dollar
Denominated Securities
If the securities are governed by and construed in accordance with the laws of the State of New Yorkand a New York court were to enter a judgment in an action on any securities denominated in a foreign currency,such court would either enter a judgment in U.S. dollars based on the prevailing rate of exchange between theforeign currency and the U.S. dollar on the date such judgment is entered or enter judgment in the foreign
currency and convert the judgment or decree into U.S. dollars at the prevailing rate of exchange on the date such
judgment or decree is entered.

8

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC.
Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov.
Information about us is also available on our website at https://www.wellsfargo.com. Information on our website
does not constitute part of, and is not incorporated by reference in, this prospectus or any prospectus supplement.
We “incorporate by reference” into this prospectus the information we file with the SEC, which meansthat we can disclose important information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus. Some information contained in this prospectus
updates the information incorporated by reference, and information that we file subsequently with the SEC willautomatically update this prospectus. In other words, in the case of a conflict or inconsistency between
information set forth in this prospectus and/or information incorporated by reference into this prospectus, you
should rely on the information contained in the document that was filed later. We incorporate by reference thedocuments listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, or the “Exchange Act,” on or after the date of this prospectus andprior to the later of (i) the time that we sell all the securities offered by this prospectus and (ii) the date that our
broker-dealer subsidiaries cease offering securities in market-making transactions pursuant to this prospectus(other than any documents or any portions of any documents that are not deemed “filed” under the Exchange Act
in accordance with the Exchange Act and applicable SEC rules):Š

Annual Report on Form 10-K for the year ended December 31, 2018, including information
specifically incorporated by reference into our Form 10-K from our 2018 Annual Report to
Stockholders and our definitive Proxy Statement for our 2019 Annual Meeting ofStockholders, as supplemented by the Supplement to Proxy Statement for our 2019 Annual
Meeting of Stockholders;Š

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and
September 30, 2019;Š

Current Reports on Form 8-K filed on January 3, 2019, January 4, 2019, January 7, 2019,
January 11, 2019, January 15, 2019, January 15, 2019, January 22, 2019, January 24, 2019,
January 24, 2019, January 25, 2019, January 29, 2019, January 30, 2019, January 31, 2019,
February 1, 2019, February 5, 2019, February 6, 2019, February 7, 2019, February 8, 2019,
February 11, 2019, February 14, 2019, February 15, 2019, February 20, 2019, February 22,
2019, February 26, 2019, February 26, 2019, February 27, 2019, February 28, 2019, March 4,2019, March 6, 2019, March 7, 2019, March 11, 2019, March 14, 2019, March 18, 2019,
March 20, 2019, March 22, 2019, March 25, 2019, March 26, 2019, March 28, 2019, March 28,
2019, March 29, 2019, April 1, 2019, April 2, 2019, April 3, 2019, April 4, 2019, April 9, 2019,
April 12, 2019, April 12, 2019, April 18, 2019, April 23, 2019, April 24, 2019, April 26, 2019,
April 26, 2019, April 30, 2019, May 2, 2019, May 3, 2019, May 6, 2019, May 7, 2019, May 17,
2019, May 20, 2019, May 20, 2019, May 24, 2019, May 29, 2019, May 29, 2019, May 30,
2019, May 31, 2019, June 4, 2019, June 5, 2019, June 6, 2019, June 7, 2019, June 12, 2019,
June 17, 2019, June 18, 2019, June 19, 2019, June 24, 2019, July 2, 2019, July 3, 2019, July 8,
2019, July 11, 2019, July 16, 2019, July 19, 2019, July 19, 2019, July 25, 2019, July 26, 2019,
July 30, 2019, July 31, 2019, August 2, 2019, August 8, 2019, August 14, 2019, August 21,
2019, August 23, 2019, August 30, 2019, September 3, 2019, September 5, 2019, September 6,
2019, September 9, 2019, September 13, 2019, September 18, 2019, September 20, 2019,
September 23, 2019, September 24, 2019, September 27, 2019, September 27, 2019,
September 30, 2019, October 2, 2019, October 3, 2019, October 4, 2019, October 8, 2019,
October 11, 2019, October 15, 2019, October 17, 2019, October 18, 2019, October 21, 2019,
October 22, 2019, October 23, 2019, October 24, 2019, October 25, 2019, October 25, 2019,9

October 28, 2019, October 29, 2019, October 30, 2019, October 31, 2019, October 31, 2019,
November 1, 2019, November 4, 2019, November 5, 2019, November 6, 2019, November 7,
2019, November 8, 2019, November 12, 2019, November 13, 2019, November 15, 2019,
November 18, 2019, November 21, 2019, November 21, 2019, November 25, 2019,
November 27, 2019, November 29, 2019, December 2, 2019, December 2, 2019, December 3,
2019, December 4, 2019, December 9, 2019, December 10, 2019, December 12, 2019,
December 13, 2019, December 16, 2019, December 18, 2019, December 20, 2019,
December 26, 2019, December 26, 2019, December 27, 2019, December 30, 2019,
December 31, 2019, January 3, 2020, January 6, 2020, January 7, 2020, January 14, 2020,
January 17, 2020, January 21, 2020, January 22, 2020, January 23, 2020, January 24, 2020,
January 27, 2020, January 28, 2020, January 29, 2020, January 30, 2020, January 31, 2020,
January 31, 2020, February 4, 2020, February 6, 2020, February 7, 2020, February 10, 2020,
February 11, 2020, February 11, 2020, February 12, 2020, February 12, 2020, February 13,
2020, February 14, 2020, February 18, 2020, February 20, 2020, February 21, 2020,
February 21, 2020, February 24, 2020 and February 25, 2020; andŠthe description of our common stock contained in exhibit 99(e) to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003, including any amendment or report filed to
update such description.

You may request a copy of these filings, other than an exhibit to a filing unless that exhibit isspecifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following
address:
Office of the Corporate Secretary
Wells Fargo & Company
Two Wells Fargo Center
301 S. Tryon Street
Charlotte, North Carolina 28202
Phone: (704) 374-3234
Neither we, nor any underwriters or agents, have authorized anyone to provide you with any
information other than that contained or incorporated by reference in this prospectus or the applicable prospectus
supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any informationthat others may give you. We may only use this prospectus to sell securities if it is accompanied by a prospectus
supplement. We are only offering these securities in jurisdictions where the offer is permitted. You should notassume that the information in this prospectus or the applicable prospectus supplement is accurate as of any dateother than the dates on the front of those documents.

10THE COMPANY
We are a diversified, community-based financial services company organized under the laws of theState of Delaware and registered as a financial holding company and a bank holding company under the Bank
Holding Company Act of 1956, as amended. Founded in 1852 and headquartered in San Francisco, we provide
banking, investment and mortgage products and services, as well as consumer and commercial finance, throughbanking locations, ATMs, the internet and mobile banking, and we have international offices to support ourcustomers who conduct business in the global economy.
We are a separate and distinct legal entity from our banking and other subsidiaries. A significant
source of funds to pay dividends on our common and preferred stock and debt service on our debt is dividends
from our subsidiaries. Various federal and state statutes and regulations limit the amount of dividends that ourbanking and other subsidiaries may pay to us without regulatory approval.

11

USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of theoffered securities will be added to our general funds and will be available for general corporate purposes,
including, but not limited to, the following:Š

investments in or advances to our existing or future subsidiaries;

Š

repayment of obligations that have matured;Šthe repurchase or redemption of our outstanding securities, including, but not limited to, debt
securities and preferred stock and related depositary shares, as applicable; andŠ

reducing our outstanding debt.

Until the net proceeds have been used, they will be invested in short-term securities.

12

DESCRIPTION OF DEBT SECURITIESThis section describes the general terms and provisions of our debt securities, which could be seniordebt securities or subordinated debt securities. The prospectus supplement will describe the specific terms of thedebt securities offered through that prospectus supplement and any general terms outlined in this section that will
not apply to those debt securities.
Unless otherwise specified in the applicable prospectus supplement, the senior debt securities will be
issued under an indenture dated as of February 21, 2017 between us and Citibank, N.A., as senior trustee,referred to herein as the “senior indenture,” and the subordinated debt securities will be issued under an indenture
dated as of February 23, 2017 between us and The Bank of New York Mellon Trust Company, National
Association, as subordinated trustee, referred to herein as the “subordinated indenture.”
We have summarized the material terms and provisions of the senior and subordinated indentures inthis section. We have also filed each of these indentures as exhibits to the registration statement of which thisprospectus is a part. You should read the applicable indenture for additional information before you buy any debt
securities. The summary that follows includes references to section numbers of these indentures so that you canmore easily locate these provisions.
A prospectus supplement to this prospectus may relate to a series of medium-term notes, established
as a series of debt securities under an indenture. In that event, references herein to terms and conditions of debt
securities being provided in the “applicable prospectus supplement” may be provided in the applicableprospectus supplement and/or applicable pricing supplement for such debt securities.
GeneralThe debt securities will be our direct unsecured obligations. Neither of the indentures limits theamount of debt securities that we may issue. Both indentures permit us to issue debt securities from time to timeand debt securities issued under an indenture will be issued as part of a series that has been established by us
under such indenture. (Section 301)
The senior debt securities will be unsecured and will rank equally with all of our other unsecured
unsubordinated debt. The subordinated debt securities will be unsecured and will rank equally with all of ourother subordinated debt securities and, together with such other subordinated debt securities, will be subordinatedto all of our existing and future Senior Debt. See “—Subordination” below. Holders of our debt securities may
be fully subordinated to interests held by the U.S. government in the event that we enter into a
receivership, insolvency, liquidation or similar proceeding.
The debt securities are our unsecured senior or subordinated debt securities, as the case may be, but
our assets consist primarily of equity in our subsidiaries. We are a separate and distinct legal entity from oursubsidiaries. As a result, our ability to make payments on our debt securities depends on our receipt of dividends,
loan payments and other funds from our subsidiaries. Various federal and state statutes and regulations limit theamount of dividends that our banking and other subsidiaries may pay us without regulatory approval. In addition,
if any of our subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its
assets. Our rights and the rights of our creditors, including your rights as an owner of our debt securities, will be
subject to that prior claim, unless we are also a direct creditor of that subsidiary. This subordination of creditorsof a parent company to prior claims of creditors of its subsidiaries is commonly referred to as structural
subordination.
Unless otherwise specified in the applicable prospectus supplement, we may, without the consent of
the holders of a series of debt securities, issue additional debt securities of that series having the same ranking
and the same interest rate, maturity date and other terms (other than the original issue date, the date, if any, that13

interest begins to accrue and the issue price, which may vary) as such debt securities. Any such additional debt
securities, together with the initial debt securities, will constitute a single series of debt securities under theapplicable indenture. No additional debt securities of a series may be issued if an event of default under theapplicable indenture has occurred and is continuing with respect to that series of debt securities.
A prospectus supplement relating to a series of debt securities being offered will include specific terms
relating to the offering. (Section 301) These terms will include some or all of the following:Š

the title and type of the debt securities;

Š

any limit on the total principal amount of the debt securities of that series;Šthe price at which the debt securities will be issued;Šthe date or dates on which the principal of and any premium on the debt securities will bepayable;Š

the maturity date or dates of the debt securities or the method by which those dates can be
determined;Š

if the debt securities will bear interest:Š

the interest rate on the debt securities or the method by which the interest rate may be
determined;Š

the date from which interest will accrue;Šthe record and interest payment dates for the debt securities;Šthe first interest payment date; andŠany circumstances under which we may defer interest payments;Š

if the amount of principal or interest payable on the debt securities will be determined byreference to one or more securities, indices, exchange traded funds, commodities orcurrencies, or baskets comprised of any of the foregoing, or any other market measure,
information as to such market measures;Š

any terms on which the debt securities may be optionally or mandatorily converted or
exchanged into or for stock or other securities of an entity unaffiliated with us, any specificterms relating to the adjustment of the conversion or exchange feature and the period during
which the holders may make the conversion or the exchange;Šthe place or places where:Š

we can make payments on the debt securities;Šthe debt securities can be surrendered for registration of transfer or exchange; andŠ

notices and demands can be given to us relating to the debt securities and under theapplicable indenture;14Š

any optional provisions that would permit us to elect redemption of the debt securities, or theholders of the debt securities to elect repayment of the debt securities, before their final
maturity;Š

any sinking fund provisions that would obligate us to redeem the debt securities before their
final maturity;Š

whether the debt securities will be convertible into shares of common stock, shares ofpreferred stock or depositary shares and, if so, the terms and conditions of any such
conversion, and, if convertible into shares of preferred stock or depositary shares, the termsof such preferred stock or depositary shares;Š

if the debt securities will be issued in bearer form, the terms and provisions contained in thebearer securities and in the applicable indenture specifically relating to the bearer securities;Šthe currency or currencies in which the debt securities will be denominated and payable, if
other than U.S. dollars and, if a composite currency, any special provisions relating thereto;Š

any circumstances under which the debt securities may be paid in a currency other than thecurrency in which the debt securities are denominated and any provisions relating thereto;Š

whether the provisions described below under the heading “—Defeasance” will not apply tothe debt securities;

Š

any events of default and, in the case of senior debt securities, covenant breaches, which will
apply to the debt securities in addition to those contained in the applicable indenture;Š

any additions or changes to the covenants contained in the applicable indenture and theability, if any, of the holders to waive our compliance with those additional or changed
covenants;

Šthe identity of the security registrar and paying agent for the debt securities if other thanWells Fargo Bank, N.A., one of our affiliates;Š

any special tax implications of the debt securities;

Š

any special provisions relating to the payment of any additional amounts on the debt
securities;Šthe terms of any securities being offered together with or separately from the debt securities;andŠ

any other terms of the debt securities.

When we use the term “holder” in this prospectus with respect to a registered debt security, we mean the person
in whose name such debt security is registered in the security register. (Section 101) A “global security” is a debt
security that we issue in accordance with the applicable indenture to represent all or part of a series of debt
securities.
Exchange and Transfer
Any debt securities of a series can be exchanged for other debt securities of that series so long as theother debt securities are denominated in authorized denominations and have the same aggregate principal amount15and same terms as the debt securities that were surrendered for exchange. The debt securities may be presented
for registration of transfer, duly endorsed or accompanied by a satisfactory written instrument of transfer, at theoffice or agency maintained by us for that purpose in Minneapolis, Minnesota or any other place of payment.
However, holders of global securities may transfer and exchange global securities only in the manner and to theextent set forth under “—Book Entry, Delivery and Form” below. There will be no service charge for any
registration of transfer or exchange of the debt securities, but we may require holders to pay any tax or othergovernmental charge payable in connection with a transfer or exchange of the debt securities. (Sections 305,1002) If the applicable prospectus supplement refers to any office or agency, in addition to the security registrar,
initially designated by us where holders can surrender the debt securities for registration of transfer or exchange,
we may at any time rescind the designation of any such office or agency or approve a change in the location.
However, we will be required to maintain an office or agency in each place of payment for that series.
(Section 1002)
We will not be required to:Šregister the transfer of or exchange debt securities to be redeemed for a period of fifteen
calendar days preceding the mailing of the relevant notice of redemption; orŠregister the transfer of or exchange any registered debt security selected for redemption, in
whole or in part, except the unredeemed or unpaid portion of that registered debt security
being redeemed in part. (Section 305)

Interest and Principal Payments
Payments. Holders may present debt securities for payment of principal, premium, if any, and interest,
if any, register the transfer of the debt securities and exchange the debt securities at the agency in Minneapolis,
Minnesota maintained by us for that purpose. On the date of this prospectus, the paying agent for the debt
securities issued under the indentures is Wells Fargo Bank, N.A., acting through its corporate trust office at 600
South 4th Street, Minneapolis, MN 55415. We refer to Wells Fargo Bank, N.A., acting in this capacity for the
debt securities, as the “paying agent.”
Any money that we pay to the paying agent for the purpose of making payments on the debt securities
and that remains unclaimed two years after the payments were due will, at our request, be returned to us and afterthat time any holder of a debt security can only look to us for the payments on the debt security. (Section 1003)
Although we anticipate making payments of principal, premium, if any, and interest, if any, on mostdebt securities in U.S. dollars, some debt securities may be payable in foreign currencies as specified in theapplicable prospectus supplement. Currently, few facilities exist in the United States to convert U.S. dollars into
foreign currencies and vice versa. In addition, most U.S. banks do not offer non-U.S. dollar denominatedchecking or savings account facilities. Accordingly, unless alternative arrangements are made, we will pay
principal, premium, if any, and interest, if any, on debt securities that are payable in a foreign currency to an
account at a bank outside the United States, which, in the case of a debt security payable in euros, will be madeby credit or transfer to a euro account specified by the payee in a country for which the euro is the lawful
currency.
Recipients of Payments. The paying agent will pay interest to the person in whose name the debt
security is registered at the close of business on the applicable record date. Unless otherwise specified in theapplicable prospectus supplement, the “record date” for any interest payment date is the date 15 calendar days
prior to that interest payment date, whether or not that day is a business day. However, upon maturity,
redemption or repayment, the paying agent will pay any interest due to the person to whom it pays the principalof the debt security. The paying agent will make the payment on the date of maturity, redemption or repayment,
whether or not that date is an interest payment date. The paying agent will make the initial interest payment on a16

debt security on the first interest payment date falling after the date of issuance, unless the date of issuance is lessthan 15 calendar days before an interest payment date. In that case, the paying agent will pay interest or, in thecase of an amortizing debt security, principal and interest, on the next succeeding interest payment date to theholder of record on the record date corresponding to the succeeding interest payment date. An “interest payment
date” for any debt security means a date on which, under the terms of that debt security, regularly scheduledinterest is payable.
Book-Entry Debt Securities. The paying agent will make payments of principal, premium, if any, andinterest, if any, to the account of The Depository Trust Company, referred to herein as “DTC,” or otherdepositary specified in the applicable prospectus supplement, as holder of book-entry debt securities, by wiretransfer of immediately available funds. We expect that the depositary, upon receipt of any payment, will
immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests inthe book-entry debt securities as shown on the records of the depositary. We also expect that payments by thedepositary’s participants to owners of beneficial interests in the book-entry debt securities will be governed bystanding customer instructions and customary practices and will be the responsibility of those participants.
Certificated Debt Securities. Except as indicated below for payments of interest at maturity,
redemption or repayment, the paying agent will make U.S. dollar payments of interest either:Šby check mailed to the address of the person entitled to payment as shown on the security
register; orŠby wire transfer to an account designated by a holder, if the holder has given written notice
not later than 10 calendar days prior to the applicable interest payment date. (Section 307)

U.S. dollar payments of principal, premium, if any, and interest, if any, upon maturity, redemption or repayment
on a debt security will be made in immediately available funds against presentation and surrender of the debt
security at the office of the paying agent.
Unavailability of Foreign Currency. The relevant specified currency may not be available to us formaking payments of principal of, premium, if any, or interest, if any, on any debt security. This could occur due
to the imposition of exchange controls or other circumstances beyond our control or if the specified currency is
no longer used by the government of the country issuing that currency or by public institutions within theinternational banking community for the settlement of transactions. If the specified currency is unavailable, we
may satisfy our obligations to holders of the debt securities by making those payments on the date of payment in
U.S. dollars on the basis of the noon dollar buying rate in New York, New York for cable transfers of thecurrency or currencies in which a payment on any debt security was to be made, published by the Federal
Reserve Bank of New York, which we refer to as the “market exchange rate.” If that rate of exchange is not thenavailable or is not published for a particular payment currency, the market exchange rate will be based on thehighest bid quotation in New York, New York received by the exchange rate agent at approximately 11:00 a.m.,
New York City time, on the second business day preceding the applicable payment date from three recognizedforeign exchange dealers for the purchase by the quoting dealer:Šof the specified currency for U.S. dollars for settlement on the payment date;Šin the aggregate amount of the specified currency payable to those holders or beneficial
owners of debt securities; andŠat which the applicable dealer commits to execute a contract.

One of the dealers providing quotations may be the exchange rate agent appointed by us unless the exchange rateagent is our affiliate. If those bid quotations are not available, the exchange rate agent will determine the market
exchange rate at its sole discretion.
17

These provisions do not apply if a specified currency is unavailable because it has been replaced by
the euro. Unless otherwise specified in the applicable prospectus supplement, if the euro has been substituted fora specified currency, the debt securities will be redenominated in euros on a date determined by us, with aprincipal amount for each debt security equal to the principal amount of that debt security in the specified
currency, converted into euros at the established rate (as defined below); provided that, if we determine after
consultation with the paying agent that the then-current market practice in respect of redenomination into euros
of internationally offered securities is different from the provisions specified above, such provisions will bedeemed to be amended so as to comply with such market practice and we will promptly notify the applicable
trustee and the paying agent of such deemed amendment. The “established rate” means the rate for theconversion of the specified currency (including compliance with rules relating to rounding in accordance withapplicable European Union regulations) into euros established by the Council of European Union pursuant to theTreaty establishing the European Communities, as amended by the Treaty on European Union. We will give 30
days’ notice of the redenomination date to the paying agent and the applicable trustee.
Any payment made in U.S. dollars or in euros as described above where the required payment is in an
unavailable specified currency will not constitute an event of default under the applicable indenture.
Discount Debt Securities. Some debt securities may be considered to be issued with original issue
discount, which in most cases must be included in income for U.S. federal income tax purposes at a constantyield. We refer to these debt securities as “discount notes.” See the discussion under “Certain U.S. Federal
Income Tax Considerations” below. In the event of a redemption or repayment of any discount note or if theprincipal of any debt security that is considered to be issued with original issue discount is declared to be due andpayable immediately as described under “—Events of Default” below, the amount of principal due and payable
on that debt security will be limited to:Šthe aggregate principal amount of the debt security multiplied by the sum ofŠ

its issue price, expressed as a percentage of the aggregate principal amount, plusŠthe original issue discount amortized from the date of issue to the date of declaration,
expressed as a percentage of the aggregate principal amount.

For purposes of determining the amount of original issue discount that has accrued as of any date on which aredemption, repayment or acceleration of maturity occurs for a discount note, original issue discount will be
accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the initial period (as defined below), corresponds to theshortest period between interest payment dates for the applicable discount note (with ratable accruals within acompounding period), and an assumption that the maturity of a discount note will not be accelerated. If theperiod from the date of issue to the first interest payment date for a discount note (the “initial period”) is shorter
than the compounding period for the discount note, a proportionate amount of the yield for an entire
compounding period will be accrued. If the initial period is longer than the compounding period, then the period
will be divided into a regular compounding period and a short period with the short period being treated asprovided in the proceeding sentence. The accrual of the applicable original issue discount discussed above may
differ from the accrual of original issue discount for purposes of the Internal Revenue Code of 1986, as amended(the “Code”), certain discount notes may not be treated as having original issue discount within the meaning of
the Code, and debt securities other than discount notes may be treated as issued with original issue discount for
federal income tax purposes. See the discussion under “Certain U.S. Federal Income Tax Considerations” below.
In addition, see the applicable prospectus supplement for any additional considerations applicable to these debt
securities.

18

Certain Definitions. Unless otherwise specified in the accompanying prospectus supplement, thefollowing are definitions of certain terms we use in this prospectus when discussing principal and interest
payments on the debt securities:
A “business day” means any day, other than a Saturday or Sunday, (i) that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close (a) in New York,New York, (b) for debt securities denominated in a specified currency other than U.S. dollars, euros or Australian
dollars, in the principal financial center of the country of the specified currency, or (c) for debt securities
denominated in Australian dollars, in Sydney, Australia, (ii) for debt securities denominated in euros, that is alsoa TARGET Settlement Day and (iii) for debt securities with a base rate of LIBOR, that is also a London banking
day.
The “depositary” means the depositary for global securities issued under an indenture and, unlessprovided otherwise in the applicable prospectus supplement, means DTC.
“Euro LIBOR debt securities” means LIBOR debt securities for which the index currency is euros.
“London banking day” means any day on which commercial banks and foreign exchange markets
settle payments in London.
“TARGET Settlement Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System is open.
References in this prospectus to “U.S. dollar,” or “U.S.$” or “$” are to the currency of the UnitedStates of America. References in this prospectus to “euro” and “euros” are to the single currency introduced at
the commencement of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended. References in this prospectus to “£,” “pounds sterling” or“sterling” are to the currency of the United Kingdom.
Fixed Rate Debt Securities
Each fixed rate debt security will bear interest from the date of issuance at the annual rate specified in
the applicable prospectus supplement until the principal is paid or made available for payment. Unless otherwise
specified in the applicable prospectus supplement, the following provisions will apply to fixed rate debt securities
offered pursuant to this prospectus.
How Interest Is Calculated. Interest on fixed rate debt securities will be computed on the basis of a360-day year of twelve 30-day months.
How Interest Accrues. Interest on fixed rate debt securities will accrue from and including the mostrecent interest payment date to which interest has been paid or duly provided for or, if no interest has been paidor duly provided for, from and including the issue date or any other date specified in the applicable prospectus
supplement on which interest begins to accrue. Interest will accrue to but excluding the next interest payment
date or, if earlier, the date on which the principal has been paid or duly made available for payment, except as
described below under “—If A Payment Date Is Not A Business Day.”
When Interest Is Paid. Payments of interest on fixed rate debt securities will be made on the interest
payment dates specified in the applicable prospectus supplement. However, if the first interest payment date isless than 15 days after the issue date, interest will not be paid on the first interest payment date, but will be paidon the second interest payment date.
Amount Of Interest Payable. Interest payments for fixed rate debt securities will include accrued
interest from and including the issue date or from and including the last interest payment date in respect of which
19interest has been paid or provided for, as the case may be, to but excluding the relevant interest payment date ordate of maturity or earlier redemption or repayment, as the case may be.
If A Payment Date Is Not A Business Day. If any scheduled interest payment date is not a business day,we will pay interest on the next business day, but interest on that payment will not accrue during the period fromand after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment
is not a business day, we may pay interest, if any, and principal and premium, if any, on the next business day,but interest on that payment will not accrue during the period from and after the scheduled maturity date or dateof redemption or repayment.
Amortizing Debt Securities. A fixed rate debt security may pay a level amount in respect of bothinterest and principal amortized over the life of the debt security. Payments of principal and interest on
amortizing debt securities will be made on the interest payment dates specified in the applicable prospectus
supplement, and at maturity or upon any earlier redemption or repayment. Payments on amortizing debt
securities will be applied first to interest due and payable and then to the reduction of the unpaid principal
amount. We will provide to the original purchaser, and will furnish to subsequent holders upon request to us, atable setting forth repayment information for each amortizing debt security.
Floating Rate Debt Securities
Unless otherwise specified in the applicable prospectus supplement, the following provisions will
apply to floating rate debt securities offered pursuant to this prospectus.
Each floating rate debt security will mature on the date specified in the applicable prospectus
supplement.
Each floating rate debt security will bear interest at a floating rate determined by reference to aninterest rate or interest rate formula, which we refer to as the “base rate.” The base rate may be one or more of
the following:Šthe commercial paper rate;Š

EURIBOR;Šthe federal funds rate;Š

the federal funds (open) rate;

Š

LIBOR;

Šthe prime rate;Š

the Treasury rate;Šthe CMT rate; orŠany other rate or interest rate formula specified in the applicable prospectus supplement.

Formula For Interest Rates. The interest rate on each floating rate debt security will be calculated byreference to:Šthe specified base rate based on the index maturity;20Š

plus or minus the spread, if any; and/orŠ

multiplied by the spread multiplier, if any.

For any floating rate debt security, “index maturity” means the period of maturity of the instrument or
obligation from which the base rate is calculated and will be specified in the applicable prospectus supplement.
The “spread” is the number of basis points (one one-hundredth of a percentage point) specified in the applicableprospectus supplement to be added to or subtracted from the base rate for a floating rate debt security. The“spread multiplier” is the percentage that may be specified in the applicable prospectus supplement to be applied
to the base rate for a floating rate debt security. The interest rate on any inverse floating rate debt security will
also be calculated by reference to a fixed rate.
Limitations On Interest Rate. A floating rate debt security may also have either or both of thefollowing limitations on the interest rate:Ša maximum limitation, or ceiling, on the rate of interest which may accrue during any interest
reset period, which we refer to as the “maximum interest rate”; and/orŠa minimum limitation, or floor, on the rate of interest that may accrue during any interest
reset period, which we refer to as the “minimum interest rate.”

Any applicable maximum interest rate or minimum interest rate will be set forth in the applicable prospectus
supplement.
New York State law governs the indentures under which the debt securities will be issued. New Yorkhas usury laws that limit the amount of interest that can be charged and paid on loans, which includes floating
rate debt securities. Under present New York usury law, the maximum permissible rate of interest, subject tosome exceptions, is 16% per annum on a simple interest basis for debt securities in which less than $250,000 has
been invested and 25% per annum on a simple interest basis for debt securities in which $250,000 or more has
been invested. This limit may not apply to floating rate debt securities in which $2,500,000 or more has been
invested.
How Floating Interest Rates Are Reset. The interest rate in effect from the issue date to the firstinterest reset date for a floating rate debt security will be the initial interest rate specified in the applicableprospectus supplement. We refer to this rate as the “initial interest rate.” The interest rate on each floating rate
debt security may be reset daily, weekly, monthly, quarterly, semiannually or annually. This period is the“interest reset period” and the first day of each interest reset period is the “interest reset date.” The “interest
determination date” for any interest reset date is the day the calculation agent will refer to when determining the
new interest rate at which a floating rate will reset, and, unless otherwise specified in the applicable prospectus
supplement, is applicable as follows:Šfor federal funds rate debt securities, federal funds (open) rate debt securities and prime rate
debt securities, the interest determination date will be on the business day prior to the interest
reset date;Šfor commercial paper rate debt securities and CMT rate debt securities, the interest
determination date will be the second business day prior to the interest reset date;Šfor EURIBOR debt securities or Euro LIBOR debt securities, the interest determination date
will be the second TARGET Settlement Day prior to the interest reset date;Šfor LIBOR debt securities (other than Euro LIBOR debt securities), the interest determination
date will be the second London banking day prior to the interest reset date, except that the21interest determination date pertaining to the interest reset date for a LIBOR debt security forwhich the index currency is pounds sterling will be the interest reset date;Š

for Treasury rate debt securities, the interest determination date will be the day of the week inwhich the interest reset date falls on which Treasury bills would normally be auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday, except that theauction may be held on the preceding Friday; provided, however, that if an auction is held on
the Friday of the week preceding the interest reset date, the interest determination date will bethat preceding Friday; and provided, further, that if Treasury bills are sold at an auction that
falls on a day that is an interest reset date, that interest reset date will be the following
business day; andŠfor debt securities with two or more base rates, the interest determination date will be thelatest business day that is at least two business days before the applicable interest reset dateon which each base rate is determinable.

The interest reset dates will be specified in the applicable prospectus supplement. If an interest reset
date for any floating rate debt security falls on a day that is not business day, it will be postponed to the following
business day, except that, in the case of a EURIBOR debt security or a LIBOR debt security, if that business day
is in the next calendar month, the interest reset date will be the immediately preceding business day unlessotherwise specified in the applicable prospectus supplement.
In the detailed descriptions of the various base rates which follow, the “calculation date” pertaining toan interest determination date means the earlier of (i) the tenth calendar day after that interest determination dateor, if that day is not a business day, the next business day, or (ii) the business day immediately preceding theapplicable interest payment date or maturity date or, for any principal amount to be redeemed or repaid, any
redemption or repayment date.
The interest rate in effect for the ten calendar days immediately prior to maturity, redemption or
repayment will be the one in effect on the tenth calendar day preceding the maturity, redemption or repayment
date.
How Interest Is Calculated. Interest on floating rate debt securities will accrue from and including themost recent interest payment date to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including the issue date or any other date specified in the applicableprospectus supplement on which interest begins to accrue. Interest will accrue to but excluding the next interest
payment date or, if earlier, the date on which the principal has been paid or duly made available for payment,
except as described below under “—If A Payment Date Is Not A Business Day.”
Unless otherwise specified in the applicable prospectus supplement, the calculation agent for any issueof floating rate debt securities will be Wells Fargo Bank, N.A., one of our affiliates. We may appoint a successor
calculation agent with the written consent of the paying agent, which consent shall not be unreasonably withheld.
Upon the request of the holder of any floating rate debt security, the calculation agent will provide the interest
rate then in effect and, if determined, the interest rate that will become effective on the next interest reset date forthe floating rate debt security. The calculation agent will notify the paying agent of each determination of theinterest rate applicable to any floating rate debt security promptly after the determination is made.
For a floating rate debt security, accrued interest will be calculated by multiplying the principal
amount of the floating rate debt security by an accrued interest factor. This accrued interest factor will becomputed by adding the interest factors calculated for each day in the period for which interest is being paid.
22Unless otherwise specified in the applicable prospectus supplement, the interest factor for each day is computedby dividing the interest rate applicable to that day:Šby 360, in the case of commercial paper rate debt securities, EURIBOR debt securities,
federal funds rate debt securities, federal funds (open) rate debt securities, LIBOR debt
securities, except for LIBOR debt securities denominated in pounds sterling, and prime rate
debt securities;Šby 365 (or 366 if the last day of the interest period falls in a leap year), in the case of LIBOR
debt securities denominated in pounds sterling; orŠby the actual number of days in the year, in the case of Treasury rate debt securities and CMTrate debt securities.

For these calculations, the interest rate in effect on any interest reset date will be the applicable rate as reset onthat date. The interest rate applicable to any other day is the interest rate from the immediately preceding interest
reset date or, if none, the initial interest rate.
All percentages used in or resulting from any calculation of the rate of interest on a floating rate debt
security will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with
0.000005% rounded up to 0.00001%, and all U.S. dollar amounts used in or resulting from these calculations on
floating rate debt securities will be rounded to the nearest cent, with one-half cent rounded upward. All Japanese
Yen amounts used in or resulting from these calculations will be rounded downward to the next lower whole
Japanese Yen amount. All amounts denominated in any other currency used in or resulting from thesecalculations will be rounded to the nearest two decimal places in that currency, with 0.005 rounded up to 0.01.
When Interest Is Paid. We will pay interest on floating rate debt securities on the interest payment
dates specified in the applicable prospectus supplement. However, if the first interest payment date is less than 15days after the issue date, interest will not be paid on the first interest payment date, but will be paid on the second
interest payment date.
If A Payment Date Is Not A Business Day. If any interest payment date, other than the maturity date or
any earlier redemption or repayment date, for any floating rate debt security falls on a day that is not a businessday, it will be postponed to the following business day, except that, in the case of a EURIBOR debt security or a
LIBOR debt security, if that business day would fall in the next calendar month, the interest payment date will be
the immediately preceding business day unless otherwise specified in the applicable prospectus supplement. If
the maturity date or any earlier redemption or repayment date of a floating rate debt security falls on a day that is
not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next
business day, but interest on that payment will not accrue during the period from and after the maturity,
redemption or repayment date, as the case may be.
Base Rates.
Commercial Paper Rate Debt Securities. Commercial paper rate debt securities will bear interest at theinterest rates specified in the applicable prospectus supplement. Those interest rates will be based on thecommercial paper rate and any spread and/or spread multiplier and will be subject to the minimum interest rate
and the maximum interest rate, if any.
The “commercial paper rate” means, for any interest determination date, the money market yield,
calculated as described below, of the rate on that date for U.S. dollar commercial paper having the index maturity
specified in the applicable prospectus supplement, as that rate is published in the daily update of “Statistical
23

Release H.15 (519), Selected Interest Rates,” available through the website of the FRB
at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication (the “H.15 Daily
Update”), under the heading “Commercial Paper—Nonfinancial” or “Commercial Paper Financial,” as specified
in the applicable prospectus supplement.
The following procedures will be followed if the commercial paper rate cannot be determined as
described above:Š

If by 5:00 p.m., New York City time, on that calculation date the above rate is not yet
published in the H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, then the calculation agent will determine thecommercial paper rate to be the money market yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on that interest determination date of threeleading dealers of U.S. dollar commercial paper in New York, New York, which may include
the underwriters or agents for the debt securities or their affiliates, selected by the calculation
agent, after consultation with us, for commercial paper of the index maturity specified in theapplicable prospectus supplement, placed for an industrial issuer whose bond rating is “Aa,”or the equivalent, from a nationally recognized statistical rating agency.

ŠIf the dealers selected by the calculation agent are not quoting as set forth above, thecommercial paper rate for the interest determination date will remain the commercial paper
rate for the immediately preceding interest reset period, or, if none, the rate of interest
payable will be the initial interest rate.

The “money market yield” will be a yield calculated in accordance with the following formula:money market yield =D × 360x 100

360 – (D × M)
where “D” refers to the applicable per year rate for commercial paper quoted on a bank discount basis andexpressed as a decimal and “M” refers to the actual number of days in the interest period for which interest is
being calculated.
EURIBOR Debt Securities. EURIBOR debt securities will bear interest at the interest rates specified
in the applicable prospectus supplement. That interest rate will be based on EURIBOR and any spread and/or
spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
“EURIBOR” means, for any interest determination date, the rate for deposits in euros as sponsored,
calculated and published jointly by the European Banking Federation and ACI – The Financial Market
Association, or any company established by the joint sponsors for purposes of compiling and publishing those
rates, for the index maturity specified in the applicable prospectus supplement as that rate appears on the display
on Thomson Reuters Eikon service (“Reuters”), or any successor service, on page EURIBOR01 or any otherpage as may replace page EURIBOR01 on that service, which is commonly referred to as “Reuters PageEURIBOR01,” as of 11:00 a.m., Brussels time.
The following procedures will be followed if EURIBOR cannot be determined as described above:Š

If the above rate does not appear on Reuters Page EURIBOR01 on an interest determination
date at approximately 11:00 a.m., Brussels time, the calculation agent will request the principal
Euro-Zone office of each of four major banks in the Euro-Zone interbank market, as selectedby the calculation agent, after consultation with us, to provide the calculation agent with its
offered rate for deposits in euros, at approximately 11:00 a.m., Brussels time, on the interest
24

determination date, to prime banks in the Euro- Zone interbank market for the index maturity
specified in the applicable prospectus supplement commencing on the applicable interest reset
date, and in a principal amount not less than the equivalent of €1 million that is representativeof a single transaction in euros, in that market at that time. If at least two quotations areprovided, EURIBOR will be the arithmetic mean of those quotations.
Š

If fewer than two quotations are provided, then the calculation agent, after consultation with us
will select four major banks in the Euro-Zone interbank market to provide a quotation of therate offered by them, at approximately 11:00 a.m., Brussels time, on the applicable interest
determination date for loans in euros to leading European banks for a period of time equivalent
to the index maturity specified in the applicable prospectus supplement commencing on thatinterest reset date in a principal amount not less than the equivalent of €1 million. EURIBOR
will be the arithmetic mean of those quotations.

Š

If at least three quotations are not provided, EURIBOR for that interest determination date willremain EURIBOR for the immediately preceding interest reset period, or, if none, the rate ofinterest payable will be the initial interest rate.

“Euro-Zone” means the region comprising member states of the European Union that have adopted thesingle currency in accordance with the relevant treaty of the European Union, as amended.
Federal Funds Rate Debt Securities. Federal funds rate debt securities will bear interest at the interest
rates specified in the applicable prospectus supplement. Those interest rates will be based on the federal funds
rate and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum
interest rate, if any.
The “federal funds rate” means, for any interest determination date, the rate on that date for U.S. dollar
federal funds as published in the H.15 Daily Update under the heading “Federal Funds (Effective)” as displayedon Reuters, or any successor service, on page FEDFUNDS1 or any other page as may replace the applicable pageon that service, which is commonly referred to as “Reuters Page FEDFUNDS1.”
The following procedures will be followed if the federal funds rate cannot be determined as describedabove:
Š

If the above rate is not yet published in the H.15 Daily Update, or other recognized electronicsource used for the purpose of displaying the applicable rate, by 5:00 p.m., New York City
time, on the calculation date, the calculation agent will determine the federal funds rate to be
the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds
prior to 9:00 a.m., New York City time, on the business day following that interest
determination date, by each of three leading brokers of U.S. dollar federal funds transactions in
New York, New York, which may include the underwriters or agents for the debt securities ortheir affiliates, selected by the calculation agent, after consultation with us.

ŠIf fewer than three brokers selected by the calculation agent are not quoting as set forth above,
the federal funds rate for that interest determination date will remain the federal funds rate forthe immediately preceding interest reset period, or, if none, the rate of interest payable will be
the initial interest rate.

Federal Funds (Open) Rate Debt Securities. Federal funds (open) rate debt securities will bear interestat the interest rates specified in the applicable prospectus supplement. Those interest rates will be based on thefederal funds (open) rate and any spread and/or spread multiplier and will be subject to the minimum interest rate
and the maximum interest rate, if any.
25

The “federal funds (open) rate” means, for any interest determination date, the federal funds rate onthat date set forth opposite the caption “Open” as displayed on Reuters, or any successor service, on page 5 or
any other page as may replace the applicable page on that service, which is commonly referred to as “Reuters
Page 5.”
The following procedures will be followed if the federal funds (open) rate cannot be determined as
described above:Š

If the above rate is not published by 5:00 p.m., New York City time, on the calculation date,
the federal funds (open) rate will be the rate on that interest determination date displayed on
FFPREBON Index Page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening
Rate as reported by Prebon Yamane, or any successor service, on Bloomberg.

Š

If the above rate is not displayed on the FFPREBON Index Page on Bloomberg, or otherrecognized electronic source used for the purpose of displaying the applicable rate, by 5:00
p.m., New York City time, on the calculation date, the calculation agent will determine thefederal funds (open) rate to be the arithmetic mean of the rates for the last transaction in
overnight U.S. dollar federal funds prior to 9:00 a.m., New York City time, on that interest
determination date, by each of three leading brokers of U.S. dollar federal funds transactions in
New York, New York, which may include the underwriters or agents for the debt securities andtheir affiliates, selected by the calculation agent, after consultation with us.

ŠIf fewer than three brokers selected by the calculation agent are not quoting as set forth above,
the federal funds (open) rate for that interest determination date will remain the federal funds(open) rate for the immediately preceding interest reset period, or, if none, the rate of interest
payable will be the initial interest rate.

LIBOR Debt Securities. LIBOR debt securities will bear interest at the interest rates specified in theapplicable prospectus supplement. That interest rate will be based on London Interbank Offered Rate, which iscommonly referred to as “LIBOR,” and any spread and/or spread multiplier and will be subject to the minimum
interest rate and the maximum interest rate, if any.
Unless otherwise specified in the applicable prospectus supplement, the calculation agent will
determine LIBOR for each interest determination date as follows:Š“LIBOR” means, for any interest determination date, the arithmetic mean of the offered rates
for deposits in the index currency having the index maturity designated in the applicableprospectus supplement, commencing on the second London banking day immediately
following that interest determination date or, if pounds sterling is the index currency,
commencing on that interest determination date, that appear on the Designated LIBOR Page asof 11:00 a.m., London time, on that interest determination date, if at least two offered rates
appear on the Designated LIBOR Page, provided that if the specified Designated LIBOR Page
by its terms provides only for a single rate, that single rate will be used.

Š

If (i) fewer than two offered rates appear or (ii) no rate appears and the Designated LIBOR
Page by its terms provides only for a single rate, then the calculation agent will request the
principal London offices of each of four major banks in the London Interbank market, as
selected by the calculation agent, to provide the calculation agent with its offered quotation fordeposits in the index currency for the period of the index maturity specified in the applicableprospectus supplement commencing on the second London banking day immediately following
the interest determination date or, if pounds sterling is the index currency, commencing on thatinterest determination date, to prime banks in the London Interbank market at approximately
11:00 a.m., London time, on that interest determination date and in a principal amount that is26

representative of a single transaction in that index currency in that market at that time. If atleast two quotations are provided, LIBOR determined on that interest determination date willbe the arithmetic mean of those quotations.
Š

If fewer than two quotations are provided, LIBOR will be determined for the applicable interest
reset date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., or some othertime specified in the applicable prospectus supplement, in the applicable principal financial
center for the country of the index currency on that interest determination date, by three majorbanks in that principal financial center selected by the calculation agent for loans in the index
currency to leading European banks, having the index maturity specified in the applicableprospectus supplement and in a principal amount that is representative of a single transaction inthat index currency in that market at that time.

Š

If the banks so selected by the calculation agent are not quoting as set forth above, LIBOR forthat interest determination date will remain LIBOR for the immediately preceding interest reset
period, or, if none, the rate of interest payable will be the initial interest rate.

The “index currency” means the currency specified in the applicable prospectus supplement as thecurrency for which LIBOR will be calculated or, if the euro is substituted for that currency, the index currency
will be the euro. If that currency is not specified in the applicable prospectus supplement, the index currency will
be U.S. dollars.
“Designated LIBOR Page” means the display on Reuters, or any successor service, on page LIBOR01,
or any other page as may replace that page on that service, for the purpose of displaying the London Interbank
rates for the applicable index currency.
Prime Rate Debt Securities. Prime rate debt securities will bear interest at the interest rates specified in
the applicable prospectus supplement. That interest rate will be based on the prime rate and any spread and/or
spread multiplier, and will be subject to the minimum interest rate and the maximum interest rate, if any.
The “prime rate” means, for any interest determination date, the rate on that date as published in the
H.15 Daily Update, under the heading “Bank Prime Loan.”
The following procedures will be followed if the prime rate cannot be determined as described above:Š

If the above rate is not published in the H.15 Daily Update by 5:00 p.m., New York City time,on the calculation date, then the calculation agent will determine the prime rate to be thearithmetic mean of the rates of interest publicly announced by each bank that appears on theReuters Screen USPRIME 1 Page, as defined below, as that bank’s prime rate or base lending
rate as in effect as of 11:00 a.m., New York City time, for that interest determination date.

Š

If fewer than four rates for that interest determination date appear on the Reuters Screen
USPRIME 1 Page by 5:00 p.m., New York City time, on the calculation date, the calculation
agent will determine the prime rate to be the arithmetic mean of the prime rates quoted or baselending rates furnished in New York City by three substitute major banks or trust companies(all organized under the laws of the United States or any of its states and having total equity
capital of at least $500,000,000), selected by the calculation agent, after consultation with us.

ŠIf the banks selected by the calculation agent are not quoting as set forth above, the prime rate
for that interest determination date will remain the prime rate for the immediately preceding
interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
27

“Reuters Screen USPRIME 1 Page” means the display designated as page “USPRIME 1” on theReuters Monitor Money Rate Service, or any successor service, or any other page as may replace the USPRIME
1 Page on that service for the purpose of displaying prime rates or base lending rates of major U.S. banks.
Treasury Rate Debt Securities. Treasury rate debt securities will bear interest at the interest rates
specified in the applicable prospectus supplement. That interest rate will be based on the Treasury rate and any
spread and/ or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate,
if any.
The “Treasury rate” means:Šthe rate from the auction held on the applicable interest determination date, which we refer toas the “auction,” of direct obligations of the United States, which are commonly referred to as“Treasury Bills,” having the index maturity specified in the applicable prospectus supplement
as that rate appears under the caption “INVEST RATE” on the display on Reuters, or any
successor service, on page USAUCTION 10 or any other page as may replace page
USAUCTION 10 on that service, which we refer to as “Reuters Page USAUCTION 10,” orpage USAUCTION 11 or any other page as may replace page USAUCTION 11 on that service,
which we refer to as “Reuters Page USAUCTION 11”; orŠ

if the rate described in the first bullet point is not published by 5:00 p.m., New York City time,on the calculation date, the bond equivalent yield of the rate for the applicable Treasury Bills as
published in the H.15 Daily Update, or other recognized electronic source used for the purposeof displaying the applicable rate, under the caption “U.S. Government Securities/Treasury
Bills/Auction High”; orŠ

if the rate described in the second bullet point is not published by 5:00 p.m., New York City
time, on the related calculation date, the bond equivalent yield of the auction rate of theapplicable Treasury Bills, announced by the United States Department of the Treasury; orŠ

if the rate referred to in the third bullet point is not so published by 5:00 p.m., New York City
time, on the related calculation date, the rate on the applicable interest determination date of theapplicable Treasury Bills as published in H.15 Daily Update, or other recognized electronicsource used for the purpose of displaying the applicable rate, under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market”; orŠ

if the rate referred to in the fourth bullet point is not so published by 5:00 p.m., New York City
time, on the related calculation date, the rate on the applicable interest determination datecalculated by the calculation agent as the bond equivalent yield of the arithmetic mean of thesecondary market bid rates, as of approximately 3:30 p.m., New York City time, on theapplicable interest determination date, of three primary U.S. government securities dealers,
which may include the underwriters or agents for the debt securities or their affiliates, selectedby the calculation agent after consultation with us, for the issue of Treasury Bills with aremaining maturity closest to the index maturity specified in the applicable prospectus
supplement; orŠ

if the dealers selected by the calculation agent are not quoting as set forth above, the Treasury
rate for that interest determination date will remain the Treasury rate for the immediately
preceding interest reset period, or, if none, the rate of interest payable will be the initial interest
rate.

28

The “bond equivalent yield” means a yield calculated in accordance with the following formula andexpressed as a percentage:
bond equivalent yield =

D×N

x 100

360 – (D × M)
where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “N” refers
to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for whichinterest is being calculated.
CMT Rate Debt Securities. CMT rate debt securities will bear interest at the interest rates specified in
the applicable prospectus supplement. That interest rate will be based on the CMT rate and any spread and/or
spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The “CMT rate” means, for any interest determination date, the rate published by the FRB, or its
successor, on its website or in another recognized electronic source, as the yield is displayed for Treasury
securities at “constant maturity” under the column for the Designated CMT Maturity Index, as defined below,for:Š

the rate on that interest determination date, if the Designated CMT Reuters Page is FRBCMT;andŠ

the week or the month, as applicable, ended immediately preceding the week in which therelated interest determination date occurs, if the Designated CMT Reuters Page is FEDCMT.

The following procedures will be followed if the CMT rate cannot be determined as described above:Š

If the above rate is no longer displayed on the relevant page, or if not published by 5:00 p.m.,
New York City time, on the related calculation date, then the CMT rate will be the Treasury
Constant Maturity rate for the Designated CMT Maturity Index or other U.S. Treasury rate forthe Designated CMT Maturity Index on the interest determination date as may then be
published by either FRB or the United States Department of the Treasury that the calculation
agent determines to be comparable to the rate formerly displayed on the Designated CMT
Reuters Page and published on the website of the FRB or in another recognized electronicsource.

Š

If the information described in the first bullet point is not provided by 5:00 p.m., New York
City time, on the related calculation date, then the calculation agent will determine the CMTrate to be a yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 p.m., New York City time, on the interest
determination date, reported, according to their written records, by three leading primary U.S.
government securities dealers, which we refer to as a “reference dealer,” in New York,New York, which may include the underwriters or agents for the debt securities or theiraffiliates, selected by the calculation agent as described in the following sentence. The
calculation agent will select five reference dealers, after consultation with us, and will
eliminate the highest quotation or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States, which are commonly referred to as“Treasury notes,” with an original maturity of approximately the Designated CMT Maturity
Index, a remaining term to maturity of no more than 1 year shorter than that Designated CMT
Maturity Index and in a principal amount that is representative for a single transaction in the29securities in that market at that time. If two Treasury notes with an original maturity as
described above have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury note with the shorter remaining term to maturity
will be used.
Š

If the calculation agent cannot obtain three Treasury notes quotations as described in theimmediately preceding bullet point, the calculation agent will determine the CMT rate to be ayield to maturity based on the arithmetic mean of the secondary market offer side prices as ofapproximately 3:30 p.m., New York City time, on the interest determination date of threereference dealers in New York, New York, selected using the same method described in theimmediately preceding bullet point, for Treasury notes with an original maturity equal to thenumber of years closest to but not less than the Designated CMT Maturity Index and aremaining term to maturity closest to the Designated CMT Maturity Index and in a principal
amount that is representative for a single transaction in the securities in that market at that time.

Š

If three or four, and not five, of the reference dealers are quoting as described above, then the
CMT rate will be based on the arithmetic mean of the offer prices obtained and neither thehighest nor the lowest of those quotes will be eliminated.

Š

If fewer than three reference dealers selected by the calculation agent are quoting as describedabove, the CMT rate for that interest determination date will remain the CMT rate for theimmediately preceding interest reset period, or, if none, the rate of interest payable will be theinitial interest rate.

“Designated CMT Reuters Page” means the display on Reuters, or any successor service, on the page
designated in the applicable prospectus supplement or any other page as may replace that page on that service forthe purpose of displaying Treasury Constant Maturities as published by the FRB, or its successor, on its website
or in another recognized electronic source. If no page is specified in the applicable prospectus supplement, theDesignated CMT Reuters Page will be FEDCMT, for the most recent week.
“Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury
securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30 years, as specified in the applicable prospectus supplement,
for which the CMT rate will be calculated. If no maturity is specified in the applicable prospectus supplement,
the Designated CMT Maturity Index will be two years.
Redemption and Repayment
General.
Any redemption by us of debt securities may be subject to the prior approval of the FRB or otherappropriate federal banking agency.
Optional Redemption By Us. If applicable, the prospectus supplement will indicate the terms of ouroption to redeem the debt securities. We will mail by first-class mail, postage prepaid, a notice of redemption toeach holder or, in the case of global securities, we will provide such notice to the depositary, as holder of the
global securities, pursuant to the applicable procedures of the depositary, at least 15 days and not more than 60days prior to the date fixed for redemption, or within the redemption notice period designated in the applicableprospectus supplement, to the address of each holder as that address appears upon the books maintained by the
security registrar. The debt securities, except for amortizing debt securities, will not be subject to any sinking
fund.
A partial redemption of the debt securities may be effected by such method as the applicable trustee
shall deem fair and appropriate and may provide for the selection for redemption of a portion of the principal
30

amount of debt securities held by a holder equal to an authorized denomination. If we redeem less than all of thedebt securities and the debt securities are then held in book-entry form, the redemption will be made inaccordance with the depositary’s customary procedures. We have been advised that it is DTC’s practice todetermine by lottery the amount of each participant in the debt securities to be redeemed.
Unless we default in the payment of the redemption price, on and after the redemption date interest
will cease to accrue on the debt securities called for redemption.
Optional Make-Whole Redemption of Debt Securities. If the applicable prospectus supplement
provides that a series of debt securities is redeemable at our option and also provides for the payment of aredemption premium, the following provisions will apply unless otherwise specified in the applicable prospectus
supplement. Upon redemption of such debt securities, we will pay a redemption price equal to the sum of thefollowing amounts:Š

100% of the principal amount of the debt securities to be redeemed plus accrued and unpaid
interest thereon, to, but excluding, the date of such redemption (the “Make-Whole
Redemption Date”), andŠ

the Make-Whole Amount (as defined below), if any, with respect to such debt securities.

The following terms are relevant to the determination of the redemption price:“Make-Whole Amount” means the excess, if any, of: (i) the aggregate present value as of the MakeWhole Redemption Date of each dollar of principal being redeemed and the amount of interest (exclusive ofinterest accrued to the Make-Whole Redemption Date) that would have been payable in respect of each suchdollar if such redemption had been made on the final day of the Make-Whole Redemption Period, determined bydiscounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (as defined below)(determined on the third business day preceding the date notice of such redemption is given) from the respective
dates on which such principal and interest would have been payable if such redemption had been made on the
final day of the Make-Whole Redemption Period over (ii) the aggregate principal of the debt securities being
redeemed.
“Make-Whole Redemption Period” means the period of time specified in the applicable prospectus
supplement during which such debt securities are redeemable at our option upon payment of a redemption
premium.
“Make-Whole Spread” means the spread specified in the applicable prospectus supplement for debt
securities redeemable at our option upon payment of a redemption premium.
“Reinvestment Rate” means the yield on Treasury securities at a constant maturity corresponding to
the remaining life (as of the Make-Whole Redemption Date and rounded to the nearest month) to stated maturityof the principal being redeemed (the “Treasury Yield”), plus the Make-Whole Spread. For purposes hereof, theTreasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release (as defined
below) under the heading which represents the average for the immediately preceding week for “U.S.
Government Securities—Treasury Constant Maturities” with a maturity equal to such remaining life; provided
that if no published maturity exactly corresponds to such remaining life, then the Treasury Yield shall beinterpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next shortest
and next longest published maturities. For purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If theformat or content of the Statistical Release changes in a manner that precludes determination of the Treasury
Yield in the above manner, then the Treasury Yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by us.
31

“Statistical Release” means the Data Download Program designated as “H.15” or any successor
publication which is published weekly by the FRB and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical release is not published at the time ofany determination, then such other reasonable comparable index which shall be designated by us.
Calculation of the foregoing will be made by us or on our behalf by a person designated by us. If any
person designated by us is our affiliate, the economic interests of such affiliate may be adverse to your interests
as a holder of debt securities subject to our redemption, including with respect to certain determinations andjudgments such affiliate may make in the event we redeem such debt securities before their maturity.
Repayment At Option Of Holder. If applicable, the prospectus supplement relating to a series of debt
securities will indicate that the holder has the option to have us repay the debt security on a date or dates
specified prior to its stated maturity date. Unless otherwise specified in the applicable prospectus supplement, therepayment price will be equal 100% of the principal amount of the debt security, together with accrued interest, if
any, to the date of repayment. For debt securities issued with original issue discount, the applicable prospectus
supplement will specify the amount payable upon repayment.
For us to repay a debt security, the paying agent must receive at least 30 days but not more than 45days prior to the repayment date:Šthe debt security with the form entitled “Option to Elect Repayment” on the reverse of debt
security duly completed; orŠa telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the Financial Industry Regulatory Authority (“FINRA”) or a commercial bankor trust company in the United States setting forth the name of the holder of the debt security,
the principal amount of the debt security, the principal amount of the debt security to be
repaid, the certificate number or a description of the tenor and terms of the debt security, astatement that the option to elect repayment is being exercised and a guarantee that the debt
security to be repaid, together with the duly completed form entitled “Option to Elect
Repayment” on the reverse of the debt security, will be received by the paying agent not later
than the fifth business day after the date of the telegram, telex, facsimile transmission orletter. However, the telegram, telex, facsimile transmission or letter will only be effective ifthat debt security and form duly completed are received by the paying agent by the fifthbusiness day after the date of that telegram, telex, facsimile transmission or letter.

Exercise of the repayment option by the holder of a debt security will be irrevocable. The holder may
exercise the repayment option for less than the entire principal amount of the debt security but, in that event, theprincipal amount of the debt security remaining outstanding after repayment must be an authorized
denomination.
If a debt security is represented by a global security, the depositary or the depositary’s nominee will be
the holder of the debt security and therefore will be the only entity that can exercise a right to repayment. In orderto ensure that the depositary’s nominee will timely exercise a right to repayment of a particular debt security, thebeneficial owner of the debt security must instruct the broker or other direct or indirect participant through which
it holds an interest in the debt security to notify the depositary of its desire to exercise a right to repayment.
Different firms have different cut-off times for accepting instructions from their customers and, accordingly, eachbeneficial owner should consult the broker or other direct or indirect participant through which it holds aninterest in a debt security in order to ascertain the cut-off time by which an instruction must be given in order fortimely notice to be delivered to the depositary.
We may purchase debt securities at any price in the open market or otherwise. Debt securities sopurchased by us may, at our discretion, be held or resold or surrendered to the applicable trustee for cancellation.
32

Denominations
Unless we state otherwise in the applicable prospectus supplement, the debt securities will be issued
only in registered form, without coupons, in denominations of $1,000 each and integral multiples of $1,000 in
excess thereof.
Bearer Debt Securities
If we ever issue bearer debt securities, the applicable prospectus supplement will describe all of thespecial terms and provisions of debt securities in bearer form, and the extent to which those special terms andprovisions are different from the terms and provisions which are described in this prospectus, which generally
apply to debt securities in registered form, and will summarize provisions of the applicable indenture that relatespecifically to bearer debt securities.
Original Issue DiscountDebt securities may be issued under the indentures as original issue discount securities and sold at a
substantial discount below their stated principal amount. If a debt security is an original issue discount security,that means that an amount less than the principal amount of the debt security will be due and payable upon adeclaration of acceleration of the maturity of the debt security under the applicable indenture. (Section 101) See“—Interest and Principal Payments—Discount Debt Securities” and “Certain U.S. Federal Income Tax
Considerations” for the federal income tax consequences and other special factors you should consider before
purchasing any original issue discount securities.
Covenants Contained in Indentures
Except as otherwise set forth in the next sentence, the senior indenture:Š

prohibits us and our subsidiaries from selling, pledging, assigning or otherwise disposing ofshares of capital stock, or securities convertible into capital stock, of any Principal Subsidiary
Bank or of any subsidiary owning, directly or indirectly, any capital stock of a Principal
Subsidiary Bank; andŠ

prohibits any Principal Subsidiary Bank from issuing any shares of its capital stock or
securities convertible into its capital stock.

This restriction does not apply to:Šsales, pledges, assignments or other dispositions or issuances of directors’ qualifying shares;Š

sales, pledges, assignments or other dispositions or issuances, so long as, after giving effect tothe disposition and to the issuance of any shares issuable upon conversion or exchange of
securities convertible or exchangeable into capital stock, we would own directly or throughone or more of our subsidiaries not less than 80% of the shares of each class of capital stockof the applicable Principal Subsidiary Bank;Š

sales, pledges, assignments or other dispositions or issuances made in compliance with anorder or direction of a court or regulatory authority of competent jurisdiction; orŠsales of capital stock by any Principal Subsidiary Bank to its stockholders so long as before
the sale we own directly or indirectly shares of the same class and the sale does not reduce
the percentage of the shares of that class of capital stock owned by us. (Section 1005 of thesenior indenture)33

When we use the term “subsidiary” in this section and in “—Consolidation, Merger or Sale” below,
we mean any corporation of which we own more than 50% of the outstanding shares of voting stock, except for
directors’ qualifying shares, directly or indirectly through one or more of our other subsidiaries. Voting stock is
stock (or the equivalent thereof) that is entitled in the ordinary course to vote for the election of a majority of thedirectors, managers or trustees of a corporation and does not include stock (or the equivalent thereof) that isentitled to so vote only as a result of the happening of certain events, and references to “corporation” refer tocorporations, associations, companies (including limited liability companies) and business trusts.
When we use the term “Principal Subsidiary Bank” above, we mean any commercial bank or trust
company organized in the United States under Federal or state law of which we own at least a majority of theshares of voting stock directly or indirectly through one or more of our subsidiaries if such commercial bank ortrust company has total assets, as set forth in its most recent statement of condition, equal to more than 10% of
our total consolidated assets, as set forth in our most recent financial statements filed with the SEC under the
Exchange Act. (Section 101 of the senior indenture) As of the date hereof, our only Principal Subsidiary Bank is
Wells Fargo Bank, N.A.
The subordinated indenture does not contain the restriction described above.
Except as expressly set forth above, neither of the indentures contains restrictions on our ability to:Šincur, assume or become liable for any type of debt or other obligation;Š

create liens on our property for any purpose; orŠpay dividends or make distributions on our capital stock or repurchase or redeem our capitalstock.

The indentures do not require the maintenance of any financial ratios or specified levels of net worthor liquidity. In addition, the indentures do not contain any provisions which would require us to repurchase orredeem or modify the terms of any of the debt securities upon a change of control or other event involving us
which may adversely affect the creditworthiness of the debt securities.
Consolidation, Merger or Sale
Each of the indentures generally permits a consolidation or merger between us and another entity.
They also permit the conveyance, transfer or lease by us of all or substantially all of our property and assets.
These transactions, if a transaction other than a conveyance, transfer or lease to one or more of our subsidiaries,
are permitted if:Š

the resulting or acquiring entity, if other than us, is organized and existing under the laws of adomestic jurisdiction and assumes all of our responsibilities and liabilities under theapplicable indenture, including the payment of all amounts due on the debt securities andperformance of the covenants in the applicable indenture; andŠ

immediately after the transaction, and giving effect to the transaction, no covenant breach (asdefined below) under the senior indenture or event of default under the applicable indenture
exists. (Section 801)

If we consolidate or merge with or into any other entity or convey, transfer or lease all or substantiallyall of our assets in accordance with the requirements of the indentures, the resulting or acquiring entity will be
substituted for us in the indentures with the same effect as if it had been an original party to the indentures. As aresult, such successor entity may exercise our rights and powers under the indentures, in our name and, except in34

the case of a lease of all or substantially all of our properties, we will be released from all our liabilities andobligations under the indentures and under the debt securities. (Section 802) Each of the indentures permits us
to convey, transfer or lease all or substantially all of our assets to one or more of our subsidiaries without
any restriction and, in that event, those subsidiaries would not be required under either indenture to
assume our liabilities and obligations under the indentures and the debt securities.
Modification and Waiver
Under each of the indentures, certain of our rights and obligations and certain of the rights of holdersof the debt securities may be modified or amended with the consent of the holders of at least a majority of theaggregate principal amount of the outstanding debt securities of all series of debt securities affected by themodification or amendment, acting as one class. However, the following modifications and amendments will not
be effective against any holder without its consent:Ša change in the stated maturity date of any payment of principal or interest;Ša reduction in payments due on the debt securities;

Ša change in the place of payment or currency in which any payment on the debt securities ispayable;Ša limitation of a holder’s right to sue us for the enforcement of payments due on the debt
securities;

Ša reduction in the percentage of outstanding debt securities required to consent to amodification or amendment of the applicable indenture or required to consent to a waiver ofcompliance with certain provisions of the applicable indenture or certain defaults under theapplicable indenture;Ša reduction in the requirements contained in the applicable indenture for quorum or voting;Ša limitation of a holder’s right, if any, to repayment of debt securities at the holder’s option;

Šin the case of subordinated debt securities convertible into common stock, a limitation of any
right to convert the subordinated debt securities; andŠa modification of any of the foregoing requirements contained in the applicable indenture.
(Section 902)

Under each of the indentures, the holders of at least a majority of the aggregate principal amount of
the outstanding debt securities of all series of debt securities affected by a particular covenant or condition, acting
as one class, may, on behalf of all holders of such series of debt securities, waive compliance by us with any
covenant or condition contained in the applicable indenture unless we specify that such covenant or condition
cannot be so waived at the time we establish the series. The senior indenture provides that compliance with thecovenant relating to Principal Subsidiary Banks described above under “—Covenants Contained in Indentures”
can be waived in this manner. (Section 1008 of the senior indenture, Section 1005 of the subordinated indenture)
In addition, under each of the indentures, the holders of a majority in aggregate principal amount of
the outstanding debt securities of any series of debt securities may, on behalf of all holders of that series, waive
any past default under the applicable indenture, except:
Ša default in the payment of the principal of or any premium or interest on any debt securitiesof that series; or35Ša default under any provision of the applicable indenture which itself cannot be modified oramended without the consent of the holders of each outstanding debt security of that series.
(Section 513)

Events of Default and Covenant Breaches
Unless otherwise specified in the applicable prospectus supplement, an “event of default,” when usedin the senior indenture with respect to any series of senior debt securities, means any of the following:(1)

failure to pay interest on any senior debt security of that series for 30 days after the payment is
due;

(2)

failure to pay the principal of or any premium on any senior debt security of that series for 30days after the payment is due;(3)

the entry by a court having jurisdiction of (A) a decree or order for relief in respect of Wells
Fargo in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency or similar law or (B) a decree or order adjudging Wells Fargo a bankrupt or
insolvent, or approving a petition seeking receivership, insolvency or liquidation of or in respectof Wells Fargo under any applicable Federal or State law, or appointing a receiver, liquidator,
trustee or similar official of Wells Fargo, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days;(4)

the commencement by Wells Fargo of a voluntary case or proceeding under any applicableFederal or State bankruptcy, insolvency or similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, the appointment of a receiver for Wells Fargo under any
applicable Federal or State bankruptcy, insolvency or similar law following consent by the
Board of Directors of Wells Fargo to such appointment, or the entry of a decree or order for
relief in respect of Wells Fargo in an involuntary case or proceeding under any applicableFederal or State bankruptcy, insolvency, receivership, liquidation or similar law following Wells
Fargo’s consent to such decree or order; or(5)

any other event of default that may be specified for the senior debt securities of that series whenthat series is created. (Section 501 of the senior indenture)

If an event of default for any series of senior debt securities occurs and continues, the senior trustee orthe holders of at least 25% in aggregate principal amount of the outstanding senior debt securities of the series
may declare the entire principal of all the senior debt securities of that series to be due and payable immediately.
If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding seniordebt securities of that series can, subject to conditions, rescind the declaration. Unless otherwise specified in theapplicable prospectus supplement for a particular offering of senior debt securities, the holders of our senior debt
securities will not have the right to accelerate the payment of principal of the senior debt securities as a result of acovenant breach or our failure to perform any covenant or agreement contained in the senior debt securities or thesenior indenture other than the obligations to pay principal and interest on the senior debt securities.
(Sections 502, 513)
Unless otherwise specified in the applicable prospectus supplement, an “event of default,” when usedin the subordinated indenture with respect to any series of subordinated debt securities, means any of thefollowing:(1)

the entry by a court having jurisdiction of (A) a decree or order for relieve in respectof Wells Fargo in an involuntary case under the Federal bankruptcy laws, as now or36hereafter constituted, or (B) a decree or order appointing a receive for Wells Fargo,
and the continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or(2)

the commencement by Wells Fargo of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or the entry of a decree or order for relief in an
involuntary case under any such law following Wells Fargo’s consent to such a decreeor order, or the appointment of a receiver for Wells Fargo under any applicableFederal bankruptcy, insolvency or similar law following consent by the Board of
Directors of Wells Fargo; or(3)

any other event of default that may be specified for the subordinated debt securities ofthat series when that series is created. (Section 501 of the subordinated indenture)

If an event of default for any series of subordinated debt securities occurs and continues, thesubordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinateddebt securities of the series may declare the entire principal of all the subordinated debt securities of that series tobe due and payable immediately. If such a declaration occurs, the holders of a majority of the aggregate principal
amount of the outstanding subordinated debt securities of that series can, subject to conditions, rescind thedeclaration. Unless otherwise specified in the applicable prospectus supplement for a particular offering ofsubordinated debt securities, the holders of our subordinated debt securities will not have the right to accelerate
the payment of principal of the subordinated debt securities as a result of our failure to pay principal or intereston the subordinated debt securities or to perform any covenant or agreement contained in the subordinated debt
securities or the subordinated indenture. (Sections 502, 513)
The holders of subordinated debt securities have more limited acceleration rights than holdersof senior debt securities. As discussed in the preceding paragraph, holders of our subordinated debt
securities may accelerate the maturity of subordinated debt securities only upon certain events ofbankruptcy or insolvency.
The prospectus supplement relating to a series of debt securities which are original issue discountsecurities will describe the particular provisions that relate to the acceleration of maturity of a portion of theprincipal amount of the series when an event of default occurs and continues.
Unless otherwise specified in the applicable prospectus supplement, a “covenant breach,” when usedin the senior indenture with respect to any series of senior debt securities, means any of the following:(1)

failure to perform any of the covenants regarding capital stock of Principal Subsidiary Banks
described above under “—Covenants Contained in Indentures”;(2)

failure to perform any other covenant in the senior indenture that applies to senior debt securities ofthat series for 90 days after Wells Fargo has received written notice of the failure to perform in themanner specified in the senior indenture; or(3)

any other covenant breach that may be specified for the senior debt securities of that series whenthat series is created. (Section 101 of the senior indenture)

A covenant breach shall not be an event of default, and neither the senior trustee nor any holder of senior debt
securities will have any acceleration rights if a covenant breach occurs or continues.
The subordinated indenture does not contain the provision described in the preceding paragraph.
37

Each of the indentures requires us to file an officers’ certificate with the applicable trustee each yearthat states, to the knowledge of the certifying officer, whether or not any defaults exist under the terms of theapplicable indenture. (Section 1007 of the senior indenture, Section 1004 of the subordinated indenture). The
trustee may withhold notice to the holders of debt securities of any default, except defaults in the payment ofprincipal, premium, interest or any sinking fund installment, if it considers the withholding of notice to be in thebest interests of the holders. For purposes of this paragraph, “default” means any event which is, or after noticeor lapse of time or both would become, a covenant breach under the senior indenture with respect to the seniordebt securities of a series or an event of default under the applicable indenture with respect to the debt securitiesof the applicable series. (Section 602)
Other than its duties in the case of a covenant breach (in the case of senior debt securities) or event ofdefault, a trustee is not obligated to exercise any of its rights or powers under the applicable indenture at therequest, order or direction of any holders, unless the holders offer that trustee indemnification. (Sections 601,
603) If indemnification is provided, then, subject to other rights of the trustee, the holders of a majority inprincipal amount of the outstanding debt securities of any series may, with respect to the debt securities of that
series, direct the time, method and place of:Š

conducting any proceeding for any remedy available to the trustee; orŠ

exercising any trust or power conferred upon the trustee. (Sections 512, 603)

The holder of a debt security of any series will have the right to begin any proceeding with respect tothe applicable indenture or for any remedy only if:Šthe holder has previously given the trustee written notice of a continuing covenant breach (inthe case of senior debt securities) or event of default with respect to that series;Šthe holders of at least 25% in aggregate principal amount of the outstanding debt securities ofthat series have made a written request of, and offered indemnification to, the trustee to begin
such proceeding with respect to such covenant breach (in the case of senior debt securities) or
event of default;Š

the trustee has not started such proceeding within 60 days after receiving the request; andŠthe trustee has not received directions inconsistent with such request from the holders of amajority in aggregate principal amount of the outstanding debt securities of that series during
those 60 days. (Section 507)

However, the holder of any senior debt security will have an absolute right to receive payment of principal of andany premium and interest on the senior debt security when due and to institute suit to enforce this payment, andthe holder of any subordinated debt security will have, subject to the subordination provisions discussed below
under “—Subordination,” the absolute right to receive payment of principal of and any premium and interest on
the subordinated debt security when due in accordance with the subordinated indenture and to institute suit toenforce the payment. (Section 508)
DefeasanceDefeasance and Discharge. At the time that we establish a series of debt securities under theapplicable indenture, we can provide that the debt securities of that series are subject to the defeasance anddischarge provisions of that indenture. Unless we specify otherwise in the applicable prospectus supplement, the38

debt securities offered thereby will be subject to the defeasance and discharge provisions of the applicableindenture, and we will be discharged from our obligations on the debt securities of that series if:Š

we deposit with the applicable trustee, in trust, sufficient money or, if the debt securities ofthat series are denominated and payable in U.S. dollars only, Eligible Instruments, to pay theprincipal, any interest, any premium and any other sums due on the debt securities of that
series, such as sinking fund payments, on the dates the payments are due under the applicableindenture and the terms of the debt securities;Š

we deliver to the applicable trustee an opinion of counsel that states that the holders of thedebt securities of that series will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit and will be subject to federal income tax on the sameamounts and in the same manner and at the same times as would have been the case if nodeposit had been made; andŠ

if the debt securities of that series are listed on any domestic or foreign securities exchange,
the debt securities will not be delisted as a result of the deposit. (Section 403)

When we use the term “Eligible Instruments” in this section, we mean monetary assets, money market
instruments and securities that are payable in dollars only and essentially risk free as to collection of principal
and interest, including:Š

direct obligations of the United States backed by the full faith and credit of the United States;orŠ

any obligation of a person controlled or supervised by and acting as an agency or
instrumentality of the United States if the timely payment of the obligation is unconditionally
guaranteed as a full faith and credit obligation by the United States. (Section 101)

In the event that we deposit money and/or Eligible Instruments in trust and discharge our obligations
under a series of debt securities as described above, then:Š

the applicable indenture, including, in the case of subordinated debt securities, thesubordination provisions contained in the subordinated indenture, will no longer apply to thedebt securities of that series; however, certain obligations to compensate, reimburse andindemnify the trustee, to register the transfer and exchange of debt securities, to replace lost,
stolen or mutilated debt securities, to maintain paying agencies and the trust funds and to pay
additional amounts, if any, required as a result of U.S. withholding taxes imposed on
payments to non-U.S. persons will continue to apply; andŠ

holders of debt securities of that series can only look to the trust fund for payment ofprincipal, any premium and any interest on the debt securities of that series. (Section 403)

39

Defeasance of Certain Covenants. At the time that we establish a series of debt securities under theapplicable indenture, we can provide that the debt securities of that series are subject to the covenant defeasanceprovisions of that indenture. Unless we specify otherwise in the applicable prospectus supplement, the debt
securities offered thereby will be subject to the covenant defeasance provisions of the applicable indenture, and if
we make the deposit and deliver the opinion of counsel described above in this section under the heading“—Defeasance and Discharge” we will not have to comply with the following restrictive covenants contained in
the applicable indenture:ŠRestrictions Upon Sale or Issuance of Capital Stock of Certain Subsidiary Banks (Section
1005 of the senior indenture) discussed above under “—Covenants Contained in Indentures”;
andŠ

any other covenant we designate when we establish the series of debt securities.

In the event of a covenant defeasance, our obligations under the applicable indenture and the debt securities,
other than with respect to the covenants specifically referred to above, will remain in effect. (Section 1501 of thesenior indenture, Section 1701 of the subordinated indenture)
If we exercise our option not to comply with the covenants listed above and the debt securities of theseries become immediately due and payable because an event of default has occurred, other than as a result of anevent of default specifically referred to above, the amount of money and/or Eligible Instruments on deposit withthe applicable trustee will be sufficient to pay the principal, any interest, any premium and any other sums, dueon the debt securities of that series, such as sinking fund payments, on the date the payments are due under theapplicable indenture and the terms of the debt securities, but may not be sufficient to pay amounts due at the timeof acceleration. However, we would remain liable for the balance of the payments. (Section 1501 of the seniorindenture, Section 1701 of the subordinated indenture)
Subordination
The subordinated debt securities will be subordinate to all of our existing and future Senior Debt, as
defined below. Our “Senior Debt” includes the senior debt securities and meansŠany of our indebtedness for borrowed or purchased money, whether or not evidenced bybonds, debentures, notes or other written instruments,Š

our obligations under letters of credit,Š

any of our indebtedness or other obligations with respect to commodity contracts, interest rateand currency swap agreements, cap, floor and collar agreements, currency spot and forward
contracts, and other similar agreements or arrangements designed to protect against
fluctuations in currency exchange or interest rates, andŠ

any guarantees, endorsements (other than by endorsement of negotiable instruments forcollection in the ordinary course of business) or other similar contingent obligations in
respect of obligations of others of a type described above, whether or not such obligation isclassified as a liability on a balance sheet prepared in accordance with generally accepted
accounting principles,

whether outstanding on the date of execution of the subordinated indenture or thereafter incurred, other thanobligations expressly on a parity with or junior to the subordinated debt securities. Our junior subordinated debt
securities, and guarantees in respect of trust preferred securities related to those debt securities, rank and will
rank junior to the subordinated debt securities.
40

If certain events in bankruptcy, insolvency or reorganization occur, we will first pay all Senior Debt,
including any interest accrued after the events occur, in full before we make any payment or distribution, whether
in cash, securities or other property, on account of the principal of or interest on the subordinated debt securities.
In such an event, we will pay or deliver directly to the holders of Senior Debt any payment or distribution
otherwise payable or deliverable to holders of the subordinated debt securities. We will make the payments to theholders of Senior Debt according to priorities existing among those holders until we have paid all Senior Debt,
including accrued interest, in full. Notwithstanding the subordination provisions discussed in this paragraph, we
may make payments or distributions on the subordinated debt securities so long as:Šthe payments or distributions consist of securities issued by us or another company inconnection with a plan or reorganization or readjustment; andŠpayment on those securities is subordinate to outstanding Senior Debt and any securities
issued with respect to Senior Debt under such plan of reorganization or readjustment at least
to the same extent provided in the subordination provisions of the subordinated debt
securities. (Section 1801 of the subordinated indenture)

If such events in bankruptcy, insolvency or reorganization occur, after we have paid in full all amounts
owed on Senior Debt:Šthe holders of subordinated debt securities,Š

together with the holders of any of our other obligations ranking equal with thosesubordinated debt securities,

will be entitled to receive from our remaining assets any principal, premium or interest due at that time on thesubordinated debt securities and such other obligations before we make any payment or other distribution on
account of any of our capital stock or obligations ranking junior to those subordinated debt securities.
If we violate the subordinated indenture by making a payment or distribution to holders of thesubordinated debt securities before we have paid all of the Senior Debt in full, then such holders of thesubordinated debt securities will be deemed to have received the payments or distributions in trust for the benefitof, and will have to pay or transfer the payments or distributions to, the holders of the Senior Debt outstanding at
the time. The payment or transfer to the holders of the Senior Debt will be made according to the priorities
existing among those holders. Notwithstanding the subordination provisions discussed in this paragraph, holdersof subordinated debt securities will not be required to pay, or transfer payments or distributions to, holders ofSenior Debt so long as:Šthe payments or distributions consist of securities issued by us or another company inconnection with a plan of reorganization or readjustment; andŠpayment on those securities is subordinate to outstanding Senior Debt and any securities
issued with respect to Senior Debt under such plan of reorganization or readjustment at least
to the same extent provided in the subordination provisions of those subordinated debt
securities. (Section 1801 of the subordinated indenture)

Because of the subordination, if we become insolvent, holders of Senior Debt may receive more,
ratably, and holders of the subordinated debt securities having a claim pursuant to those securities may receive
less, ratably, than our other creditors. Holders of our subordinated debt securities may also be fully
subordinated to interests held by the U.S. government in the event that we enter into a receivership,
insolvency, liquidation or similar proceeding.
41

We may modify or amend the subordinated indenture as provided under “—Modification and Waiver”
above. However, the modification or amendment may not, without the consent of the holders of all Senior Debt
outstanding, modify any of the provisions of the applicable indenture relating to the subordination of thesubordinated debt securities in a manner that would adversely affect the holders of Senior Debt. (Section 902 of
the subordinated indenture)
Payment of Additional Amounts
Unless we specify otherwise in the applicable prospectus supplement, we will not pay any additionalamounts on the debt securities offered thereby to compensate any beneficial owner for any United States tax
withheld from payments on such debt securities.
If we specify that we will pay additional amounts in the applicable prospectus supplement, we will,
subject to the exemptions and limitations set forth below, pay additional amounts on the debt securities withrespect to any beneficial owner of the debt securities that is a Non-U.S. Holder to ensure that each net payment tothat Non-U.S. Holder on debt securities that it beneficially owns will not be less, due to the payment of UnitedStates withholding tax, than the amount then otherwise due and payable. In no event will we be obligated to pay
additional amounts that exceed the amount required to do so. For this purpose, a “net payment” on a debt security
means a payment by us, or any paying agent, including payment of principal and interest, after deduction for any
present or future tax, assessment, or other governmental charge of the United States. If paid, these additionalamounts will constitute additional interest on the debt securities. See “Certain U.S. Federal Income Tax
Considerations” for the definition of “Non-U.S. Holder.” “United States” means the United States of America,
including each state of the United States and the District of Columbia, its territories, its possessions, and otherareas within its jurisdiction.
Even if we specify that we will pay additional amounts in the applicable prospectus supplement, we
will not be required to pay additional amounts to a Non-U.S. Holder in any of the circumstances described in
items (1) through (14) below.
(1) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial
owner:
Šhaving a relationship with the United States as a citizen, resident, or otherwise;Šhaving had such a relationship in the past; orŠbeing considered as having had such a relationship.

(2) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial
owner:
Š

being treated as present in or engaged in a trade or business in the United States;Š

being treated as having been present in or engaged in a trade or business in the United Statesin the past;Šhaving or having had a permanent establishment in the United States; orŠhaving or having had a qualified business unit which has the U.S. dollar as its functional
currency.
42

(3) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial
owner being or having been a (as each term is defined in the Code):Špersonal holding company;

Šforeign personal holding company;

Šforeign private foundation or other foreign exempt organization;Špassive foreign investment company;

Š

controlled foreign corporation; orŠ

corporation which has accumulated taxable income to avoid U.S. federal income tax.

(4) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial
owner owning or having owned, actually or constructively, 10% or more of the total combined voting power of
all classes of our stock entitled to vote.
(5) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial
owner being a bank that has invested in the debt securities as an extension of credit in the ordinary course ofbusiness.
For purposes of items (1) through (5) above, “beneficial owner” includes a fiduciary, settlor, partner,
member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability
company, corporation, or other entity, or a person holding a power over an estate or trust administered by afiduciary holder.
(6) Additional amounts will not be payable to any beneficial owner of a note that is:Ša fiduciary;Ša partnership;Ša limited liability company;Šanother fiscally transparent entity; orŠ

not the sole beneficial owner of the debt security, or any portion of the debt security.

However, this exception to the obligation to pay additional amounts will apply only to the extent that abeneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner, or member of the partnership,
limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of anadditional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its
beneficial or distributive share of the payment.
(7) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld by reason of the failure of thebeneficial owner or any other person to comply with applicable certification, identification, documentation, orother information reporting requirements.
43

(8) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is collected or imposed by any method other than bywithholding from a payment on the debt securities by us or the paying agent.
(9) Additional amounts will not be payable if a payment on the debt securities is reduced as a result of
any tax, assessment, or other governmental charge that is imposed or withheld by reason of a change in law,regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later.
(10) Additional amounts will not be payable if a payment on the debt securities is reduced as a resultof any tax, assessment, or other governmental charge that is imposed or withheld by reason of the presentation by
the beneficial owner for payment more than 30 days after the date on which such payment becomes due or isduly provided for, whichever occurs later.
(11) Additional amounts will not be payable if a payment on the debt securities is reduced as a resultof any:Š

estate tax;Šinheritance tax;Šgift tax;Šsales tax;

Š

excise tax;Štransfer tax;Š

wealth tax;Š

personal property tax; orŠ

any similar tax, assessment, withholding, deduction or other governmental charge.

(12) Additional amounts will not be payable if a payment on the debt securities is reduced as a resultof any tax, assessment, or other governmental charge required to be withheld by any paying agent from apayment of principal, premium, if any, or interest on the debt securities if that payment can be made without suchwithholding by any other paying agent.
(13) Additional amounts will not be payable if payment on a debt security or in respect to a debt
security is reduced as a result of any tax, withholding, assessment or other governmental charge that is required
to be paid or withheld from any payment under Code sections 1471 through 1474 (or any amended or successor
provisions) and any regulations or official interpretations thereof or any law, agreement or regulations
implementing an intergovernmental approach thereto.
(14) Additional amounts will not be payable if a payment on a debt security is reduced as a result of
any withholding, deduction, tax, duty assessment or other governmental charge that would not have been
imposed but for a failure by the holder or beneficial owner of a debt security (or any financial institution throughwhich the holder or beneficial owner holds the debt security or through which payment on the debt security ismade) to comply with any applicable certification, documentation, information or other reporting requirement oragreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution),or concerning ownership of the holder or beneficial owner, or any substantially similar requirement oragreement.
44

(15) Additional amounts will not be payable if a payment on the debt securities is reduced as a resultof any combination of items (1) through (14) above.
Unless the applicable prospectus supplement modifies the provisions set forth above under “—Payment of
Additional Amounts,” we will not be required to make any payment of any tax, assessment, or othergovernmental charge imposed by any government, political subdivision, or taxing authority of that government
other than as specifically provided herein.
Unless otherwise provided in the applicable prospectus supplement, the obligation to pay additionalamounts will allow for the redemption by us of the debt securities. See “—Tax Redemption.”
Tax Redemption
Unless otherwise specified in the applicable prospectus supplement, at our option, we may redeem thedebt securities, in whole, but not in part, in the event we become or will become obligated to pay any additionalamounts as described in “—Payment of Additional Amounts.” The redemption price shall be 100% of theprincipal amount of the redeemed debt securities, plus any accrued but unpaid interest on the redeemed debt
securities to the redemption date. Any redemption of the debt securities may be subject to the prior approval of
the FRB or other appropriate federal banking agency. Notice of any redemption will be mailed at least 15 days
before the redemption date to each holder of debt securities to be redeemed.
Unless we default in the payment of the redemption price, on and after the redemption date interest
will cease to accrue on the debt securities called for redemption.
Book-Entry, Delivery and Form
We have obtained the information in this section concerning DTC, Clearstream Banking, société
anonyme, or “Clearstream,” and Euroclear Bank S.A./N.V., as operator of the Euroclear System, or “Euroclear,”and the book-entry system and procedures from sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information.
Unless otherwise specified in the applicable prospectus supplement, the debt securities will be issued
as fully-registered global securities which will be deposited with, or on behalf of, DTC and registered, at therequest of DTC, in the name of Cede & Co. Beneficial interests in the global securities will be represented
through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect
participants in DTC. The direct and indirect participants will remain responsible for keeping account of theirholdings on behalf of their customers. Investors may elect to hold their interests in the global securities througheither DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors may holdtheir interests in the global securities directly if they are participants of such systems, or indirectly throughorganizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of
their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of
their respective U.S. depositaries (collectively the “U.S. Depositories”), which in turn will hold these interests incustomers’ securities accounts in the depositaries’ names on the books of DTC. Unless otherwise specified in theapplicable prospectus supplement, beneficial interests in the global securities will be held in denominations of$1,000 and integral multiples of $1,000 in excess thereof. Except as set forth below, the global securities may betransferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
Debt securities represented by a global security can be exchanged for definitive securities in registeredform only if:Š

DTC notifies us that it is unwilling or unable to continue as depositary for that global security
and we do not appoint a qualified successor depositary within 90 days after receiving that
notice;45Š

at any time DTC ceases to be a clearing agency registered under the Exchange Act and we do
not appoint a successor depositary within 90 days after becoming aware that DTC has ceased
to be registered as a clearing agency;Š

we in our sole discretion determine that such global security will be exchangeable fordefinitive securities in registered form or elect to terminate the book-entry system through
DTC and notify the applicable trustee of our decision; orŠan event of default with respect to the debt securities represented by that global security has
occurred and is continuing.

A global security that can be exchanged as described in the preceding sentence will be exchanged for definitive
securities issued in authorized denominations in registered form for the same aggregate amount. The definitive
securities will be registered in the names of the owners of the beneficial interests in the global security as
directed by DTC.
We will make principal and interest payments on all debt securities represented by a global security tothe paying agent which in turn will make payment to DTC or its nominee, as the case may be, as the soleregistered owner and the sole holder of the debt securities represented by a global security for all purposes under
the applicable indenture. Accordingly, we, the applicable trustee and any paying agent will have no responsibility
or liability for:Š

any aspect of DTC’s records relating to, or payments made on account of, beneficial
ownership interests in a debt security represented by a global security;Š

any other aspect of the relationship between DTC and its participants or the relationshipbetween those participants and the owners of beneficial interests in a global security held
through those participants; orŠthe maintenance, supervision or review of any of DTC’s records relating to those beneficial
ownership interests.

DTC’s current practice is to credit direct participants’ accounts on each payment date with payments
in amounts proportionate to their respective beneficial interests in the principal amount of such global security as
shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriters
or agents for the debt securities represented by a global security will initially designate the accounts to becredited. Payments by participants to owners of beneficial interests in a global security will be governed bystanding instructions and customary practices, as is the case with securities held for customer accounts registeredin “street name,” and will be the sole responsibility of those participants, and not of DTC or its nominee, theapplicable trustee, any agent of ours, or us, subject to any statutory or regulatory requirements. Book-entry notes
may be more difficult to pledge because of the lack of a physical note.
DTC
So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as thecase may be, will be considered the sole owner and holder of the debt securities represented by that global
security for all purposes of the debt securities. Owners of beneficial interests in the debt securities will not be
entitled to have debt securities registered in their names, will not receive or be entitled to receive physicaldelivery of the debt securities in definitive form and will not be considered owners or holders of debt securities
under the applicable indenture. Accordingly, each person owning a beneficial interest in a global security must
rely on the procedures of DTC and, if that person is not a DTC participant, on the procedures of the participant
through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some46

jurisdictions may require that certain purchasers of securities take physical delivery of the securities incertificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial
owners may experience delays in receiving distributions on their debt securities since distributions will initiallybe made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s
account.
We understand that, under existing industry practices, if we request holders to take any action, or if anowner of a beneficial interest in a global security desires to take any action which a holder is entitled to takeunder the applicable indenture, then DTC would authorize the participants holding the relevant beneficial
interests to take that action and those participants would authorize the beneficial owners owning through suchparticipants to take that action or would otherwise act upon the instructions of beneficial owners owning throughthem.
Beneficial interests in a global security will be shown on, and transfers of those ownership interests
will be effected only through, records maintained by DTC and its participants for that global security. The
conveyance of notices and other communications by DTC to its participants and by its participants to owners ofbeneficial interests in the debt securities will be governed by arrangements among them, subject to any statutory
or regulatory requirements in effect.
DTC is a limited-purpose trust company organized under the New York banking law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a“clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered under the Exchange Act. DTC is a wholly owned subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and
Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of
its regulated subsidiaries.
DTC holds the securities of its participants and facilitates the clearance and settlement of securities
transactions among its participants in such securities through electronic book-entry changes in accounts of its
participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants
include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations andcertain other organizations, some of which, and/or their representatives, own DTCC. Banks, brokers, dealers,trust companies and others that clear through or maintain a custodial relationship with a participant, either
directly or indirectly, also have access to DTC’s book-entry system. The rules applicable to DTC and its
participants are on file with the SEC.
DTC has indicated that the above information with respect to DTC has been provided to its
participants and other members of the financial community for informational purposes only and is not intended toserve as a representation, warranty or contract modification of any kind.
Clearstream
Clearstream is incorporated under the laws of Luxembourg as an international clearing system.
Clearstream holds securities for its participating organizations, or “Clearstream Participants,” and facilitates theclearance and settlement of securities transactions between Clearstream Participants through electronic bookentry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement ofcertificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping,administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic securities markets in several countries. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector(Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial
institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies,
47

clearing corporations and certain other organizations. Clearstream’s U.S. Participants are limited to securities
brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant
either directly or indirectly.
Distributions with respect to debt securities held beneficially through Clearstream will be credited to
cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by
the U.S. Depositary for Clearstream.
Euroclear
Euroclear was created in 1968 to hold securities for participants of Euroclear, or “Euroclear
Participants,” and to clear and settle transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any
risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services,
including securities lending and borrowing and interacts with domestic markets in several countries. Euroclear isoperated by Euroclear Bank S.A./N.V., or the “Euroclear Operator,” under contract with Euroclear plc, a U.K.
corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear plc. Euroclear plc
establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks,
including central banks, securities brokers and dealers and other professional financial intermediaries. Indirectaccess to Euroclear is also available to other firms that clear through or maintain a custodial relationship with aEuroclear Participant, either directly or indirectly. Euroclear is an indirect participant in DTC.
The Euroclear Operator is a Belgian bank. As such it is regulated by the Belgian Banking and FinanceCommission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by theTerms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear
System, and applicable Belgian law, which we will refer to herein as the “Terms and Conditions.” The Terms andConditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash fromEuroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held ona fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to debt securities held beneficially through Euroclear will be credited to the
cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by
the Euroclear Operator.
Investors that acquire, hold and transfer interests in the debt securities by book-entry through accounts
with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual
provisions governing their relationship with such intermediary, as well as the laws and contractual provisions
governing the relationship between such an intermediary and each other intermediary, if any, standing between
themselves and the global securities.
Global Clearance and Settlement Procedures
Unless otherwise specified in the applicable prospectus supplement, initial settlement for the debt
securities will be made in immediately available funds. Secondary market trading between DTC participants will
occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using
DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or
48

Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operatingprocedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional
eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand,and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will beeffected through DTC in accordance with DTC rules on behalf of the relevant European international clearing
system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to
the relevant European international clearing system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
Depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities through
DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly totheir respective U.S. Depositaries.
Because of time-zone differences, credits of debt securities received through Clearstream or Euroclear
as a result of a transaction with a DTC participant will be made during subsequent securities settlement
processing and dated the business day following the DTC settlement date. Such credits or any transactions insuch debt securities settled during such processing will be reported to the relevant Euroclear Participants or
Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales ofdebt securities by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will bereceived with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear
cash account only as of the business day following settlement in DTC.
If the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will beable to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices,and other transactions involving any securities held through those systems only on days when those systems areopen for business. Those systems may not be open for business on days when banks, brokers, and otherinstitutions are open for business in the United States. In addition, because of time-zone differences, U.S.
investors who hold their interests in the securities through these systems and wish to transfer their interests, or toreceive or make a payment or delivery or exercise any other right with respect to their interests, on a particular
day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, asapplicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before
the expiration date.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order tofacilitate transfers of debt securities among participants of DTC, Clearstream and Euroclear, they are under noobligation to perform or continue to perform such procedures and such procedures may be modified or
discontinued at any time. Neither we nor any paying agent will have any responsibility for the performance by
DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under therules and procedures governing their operations.
Conversion and Exchange
If any offered debt securities are convertible into preferred stock, depositary shares or common stockat the option of the holders or exchangeable for preferred stock, depositary shares or common stock at our option,
the prospectus supplement relating to those debt securities will include the terms and conditions governing any
conversions and exchanges.

49

The Trustees
From time to time, Wells Fargo and certain of its subsidiaries maintain deposit accounts and conduct
other banking transactions, including lending transactions, with the senior trustee and an affiliate of thesubordinated trustee in the ordinary course of business.
Notices
Unless otherwise specified in the applicable prospectus supplement, any notices required to be given
to the holders of the debt securities in global form will be given to the depositary.
Governing Law
The indentures are, and the debt securities will be, governed by and will be construed in accordancewith New York law.

50

DESCRIPTION OF PREFERRED STOCKThis section describes the general terms and provisions of our preferred stock and preference stockthat may be offered by this prospectus. Unless we specifically note otherwise, we will generally refer to ourpreferred stock and preference stock collectively in this prospectus as “preferred stock.” The prospectus
supplement will describe the specific terms of the series of the preferred stock offered through that prospectus
supplement and any general terms outlined in this section that will not apply to that series of preferred stock.
We have summarized the material terms and provisions of the preferred stock in this section. We havealso filed our restated certificate of incorporation, as amended, and the form of certificate of designations of
powers, preferences and rights of preferred stock, which we will refer to as the “certificate of designation,” asexhibits to the registration statement of which this prospectus is a part. You should read our restated certificate ofincorporation and the certificate of designations relating to the applicable series of the preferred stock for
additional information before you buy any preferred stock.
GeneralPursuant to our restated certificate of incorporation, as amended, our board of directors has theauthority, without further stockholder action, to issue a maximum of 24,000,000 shares of preferred stock,consisting of a maximum of 20,000,000 shares of preferred stock and a maximum of 4,000,000 shares ofpreference stock, including shares issued or reserved for issuance. As of September 30, 2019, we had 7,492,169
issued and outstanding shares of preferred stock. As of September 30, 2019, there were no shares of preference
stock outstanding. The board of directors has the authority to determine or fix the following terms with respect toshares of any series of preferred stock:Š

the number of shares and designation or title of the shares;Š

dividend rights;Šwhether and upon what terms the shares will be redeemable;Š

the rights of the holders upon our dissolution or upon the distribution of our assets;Š

whether and upon what terms the shares will have a purchase, retirement or sinking fund;Š

whether and upon what terms the shares will be convertible;Šthe voting rights, if any, which will apply; provided, however, that holders of preference
stock will not be entitled to more than 1 vote per share; andŠany other preferences, rights, limitations or restrictions of the series.

If we purchase, redeem or convert shares of preferred stock, we will retire and cancel them and restore them tothe status of authorized but unissued shares of preferred stock or preference stock, as the case may be. Thoseshares will not be part of any particular series of preferred stock and may be reissued by us.
As described under “Description of Depositary Shares” below, we may elect to offer depositary shares
represented by depositary receipts. If we so elect, each depositary share will represent a fractional interest, to be
specified in the applicable prospectus supplement, in a share of preferred stock. If we issue depositary shares
representing interests in preferred stock, those shares of preferred stock will be deposited with a depositary.
Under regulations of the FRB, our preferred stock may be deemed a “class of voting securities” forpurposes of the Bank Holding Company Act because the holders of our preferred stock are entitled to vote for the51

election of directors if we do not pay preferred stock dividends. Any holder of more than 25% of a class of ourvoting securities, or less than 25% if the holder otherwise exercises a “controlling influence” over us, would be
regulated as a bank holding company under the Bank Holding Company Act. In addition, an existing bankholding company would need to obtain the FRB’s approval before acquiring more than 5% of any class of ourvoting securities. Separately, under the Change in Bank Control Act of 1978, any “person,” including an
individual or company other than a bank holding company, may need to obtain the FRB’s approval before
acquiring 10% or more of any class of our voting securities. All series of our preferred stock are considered asingle “class of voting shares” under the Bank Holding Company Act because they generally vote together on all
matters as described below under “—Voting Rights.”
The preferred stock will have the dividend, liquidation, redemption, voting and conversion rights
described in this section unless the applicable prospectus supplement provides otherwise. You should read theprospectus supplement relating to the particular series of the preferred stock it offers for specific terms,
including:Š

the title, stated value and liquidation preference of the preferred stock and the number ofshares offered;Š

the initial public offering price at which we will issue the preferred stock;Š

the dividend rate or rates, or method of calculation of dividends, the dividend periods, thedates on which dividends will be payable and whether the dividends will be cumulative or
non-cumulative and, if cumulative, the dates from which the dividends will start to cumulate;Š

any redemption or sinking fund provisions;Š

any conversion provisions;Š

whether we have elected to offer depositary shares as described under “Description of
Depositary Shares” below; andŠany additional dividend, liquidation, redemption, sinking fund and other rights, preferences,privileges, limitations and restrictions.

When we issue shares of preferred stock, they will be fully paid and non-assessable. This means you
will have paid the full purchase price for your shares of preferred stock and you will not be assessed any
additional amount for your stock. Unless the applicable prospectus supplement specifies otherwise:Šeach series of preferred stock will rank equally in all respects with the outstanding shares ofpreferred stock and each other series of preferred stock offered under this prospectus;Šthe preferred stock will have no preemptive rights to subscribe for any additional securities
which we may issue in the future, which means that the holders of shares of preferred stock
will have no right, as holders of shares of preferred stock, to buy any portion of those issued
securities; andŠ

Equiniti Trust Company will be the transfer agent and registrar for the preferred stock andany depositary shares.

Dividends
The holders of the preferred stock of each series will be entitled to receive cash dividends, when, as
and if declared by our board of directors or its duly authorized committee, out of our assets that we can legally52

use to pay dividends. The applicable prospectus supplement relating to a particular series of preferred stock will
describe the dividend rates and dates on which dividends will be payable. The rates may be fixed or variable orboth. If the dividend rate is variable, the applicable prospectus supplement will describe the formula used todetermine the dividend rate for each dividend period. We will pay dividends to the holders of record as they
appear on our stock books on the record dates fixed by our board of directors or its duly authorized committee.
We are incorporated in Delaware and are governed by the General Corporation Law of the State of
Delaware. Delaware law allows a corporation to pay dividends only out of surplus, as determined under
Delaware law, or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declaredand for the preceding fiscal year. However, under Delaware law, we cannot pay dividends out of net profits if,
after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of allclasses having a preference upon the distribution of our assets.
The applicable prospectus supplement will also state whether the dividends on any series of thepreferred stock are cumulative or non-cumulative. If our board of directors does not declare a dividend payable
on a dividend payment date on any non-cumulative series of preferred stock, then the holders of that series will
not be entitled to receive a dividend for that dividend period and we will not be obligated to pay the dividend forthat dividend period even if our board declares a dividend on that series payable in the future.
Our board will not declare and pay a dividend on any of our stock ranking, as to dividends, equal withor junior to the preferred stock unless full dividends on the preferred stock have been declared and paid, or
declared and sufficient money is set aside for payment. Until full dividends are paid, or declared and payment is
set aside, on all preferred stock ranking equal as to dividends, then:Š

we will declare any dividends pro rata among the shares of preferred stock of each series
offered under this prospectus and any other series of preferred stock ranking equal to suchseries of preferred stock offered under this prospectus as to dividends, which means that thedividends we declare per share on each series of such preferred stock will bear the same
relationship to each other that the full accrued dividends per share on each such series of thepreferred stock bear to each other;Šother than the above-described pro rata dividends, we will not declare or pay any dividends or
declare or make any distributions upon any security ranking junior to or equal with thepreferred stock offered under this prospectus as to dividends or upon liquidation, except
dividends or distributions paid for with securities ranking junior to the preferred stock as todividends and upon liquidation; andŠ

we will not redeem, purchase or otherwise acquire, or set aside money for a sinking fund for,any securities ranking junior to or equal with the preferred stock offered under this prospectus
as to dividends or upon liquidation, except by conversion into or exchange for stock junior to
the preferred stock as to dividends and upon liquidation.

We will not owe any interest, or any money in lieu of interest, on any dividend payment(s) on any series of thepreferred stock which may be past due.
Redemption
Subject to receipt of prior approval by the FRB, if required, we may redeem all or part of a series ofthe preferred stock and that series may be subject to mandatory redemption under a sinking fund or otherwise, as
described in the applicable prospectus supplement. Redeemed shares of preferred stock will become authorized
but unissued shares of preferred stock or preference stock, as the case may be, that we may issue in the future.
53

If a series of the preferred stock is subject to mandatory redemption, the applicable prospectus
supplement will specify the number of shares that we will redeem each year and the redemption price. If sharesof preferred stock are redeemed, we will pay all accrued and unpaid dividends on those shares to, but excluding,
the redemption date. The applicable prospectus supplement will also specify whether the redemption price will
be paid in cash or other property. If we are only permitted to pay the redemption price for a series of preferredstock from the proceeds of a capital stock issuance, and the proceeds from the issuance are insufficient or no such
issuance has occurred, then the terms of that series may provide that the preferred stock will automatically andmandatorily be converted into that capital stock.
If fewer than all of the outstanding shares of any series of the preferred stock are to be redeemed, ourboard of directors will determine the number of shares to be redeemed. We will redeem the shares pro rata fromthe holders of record in proportion to the number of shares held by them, with adjustments to avoid redemptionof fractional shares.
Even though the terms of a series of preferred stock may permit redemption of all or a part of thepreferred stock, if any dividends, including accumulated dividends, on that series are past due:Š

we will not redeem any preferred stock of that series unless we simultaneously redeem all
outstanding preferred stock of that series; andŠ

we will not purchase or otherwise acquire any preferred stock of that series.

The prohibition discussed in the prior sentence will not prohibit us from purchasing or acquiring preferred stockof that series under a purchase or exchange offer if we make the offer on the same terms to all holders of that
series.
Unless the applicable prospectus supplement specifies otherwise, we will give notice of a redemption
by mailing a notice to each record holder of the shares to be redeemed, between 30 to 60 days prior to the datefixed for redemption, unless we issue depositary shares representing interests in shares of preferred stock, inwhich case we will send a notice to the depositary between 40 to 70 days prior to the date fixed for redemption.
We will mail the notices to the holders’ addresses as they appear on our stock records. Each notice will state:Šthe redemption date;Š

the number of shares and the series of the preferred stock to be redeemed;Š

the redemption price;Šthe place or places where holders can surrender the certificates for the preferred stock forpayment of the redemption price;Šthat dividends on the shares to be redeemed will cease to accrue on the redemption date; andŠthe date when the holders’ conversion rights, if any, will terminate.

If we redeem fewer than all shares of any series of the preferred stock held by any holder, we will also specify
the number of shares to be redeemed from the holder in the notice.
If we have given notice of the redemption and have provided the funds for the payment of theredemption price, then beginning on the redemption date:Šthe dividends on the preferred stock called for redemption will no longer accrue;54Š

those shares will no longer be considered outstanding; andŠthe holders will no longer have any rights as stockholders except to receive the redemption
price.

When the holder properly surrenders the redeemed shares, the redemption price will be paid out of the funds
provided by us. If we redeem fewer than all of the shares represented by any certificate, we will issue a newcertificate representing the unredeemed shares without cost to the holder.
If a redemption described above is deemed to be a “tender offer” within the meaning of Rule 14e-1
under the Exchange Act, we will comply with all applicable provisions of the Exchange Act.
Conversion or Exchange
The applicable prospectus supplement relating to a series of convertible preferred stock will describe
the terms on which shares of that series are convertible into shares of common stock or a different series ofpreferred stock or exchangeable for debt securities.
Rights Upon Liquidation
Unless the applicable prospectus supplement states otherwise, if we voluntarily or involuntarilyliquidate, dissolve or wind up our business, the holders of shares of each series of the preferred stock offeredunder this prospectus and any preferred stock ranking equal to the preferred stock offered under this prospectus
will be entitled to receive:Šliquidation distributions in the amount stated in the applicable prospectus supplement; andŠ

all accrued and unpaid dividends, without accumulation of any undeclared dividends.

We will pay these amounts to the holders of shares of each series of the preferred stock, and all amounts owing
on any preferred stock ranking equally with such series of preferred stock as to distributions upon liquidation, outof our assets available for distribution to stockholders before any distribution is made to holders of any securities
ranking junior to the series of preferred stock upon liquidation. Shares of our preferred stock may be fully
subordinated to interests held by the U.S. government in the event of a receivership, insolvency,
liquidation or similar proceeding under the “orderly liquidation authority” of the Dodd-Frank Act.
The sale of all or substantially all of our property and assets, our merger into or consolidation with anyother corporation or the merger of any other corporation into us will not be considered a dissolution, liquidation
or winding up of our business.
We will make pro rata distributions to the holders of a series of preferred stock and any other shares ofour stock ranking equal to that series of preferred stock as to distributions upon dissolution, liquidation or
winding up of our business ifŠ

we voluntarily or involuntarily liquidate, dissolve or wind up our business, andŠ

we do not have enough assets available for distribution to the holders of such series ofpreferred stock and any other shares of our stock ranking equal with such series as to any
such distribution to pay all amounts to which the holders are entitled.

This means the distributions we pay to the holders of all shares ranking equal as to distributions upon dissolution,liquidation or winding up of our business will bear the same relationship to each other that the full distributableamounts for which those holders are respectively entitled upon dissolution, liquidation or winding up of ourbusiness bear to each other.
55

After we pay the full amount of the liquidation distribution to which the holders of a series of thepreferred stock are entitled, those holders will have no right or claim to any of our remaining assets.
Voting Rights
Except as described in this section or in the applicable prospectus supplement, or except as expressly
required by applicable law, the holders of the preferred stock will not be entitled to vote. If the holders of a seriesof preferred stock are entitled to vote and the applicable prospectus supplement does not state otherwise, theneach share of preferred stock will have one vote; provided, however, that under no circumstances will the holders
of preference stock have more than one vote per share. As more fully described under “Description of Depositary
Shares” below, if we issue depositary shares representing fractional interests in a share of preferred stock, theholders of each depositary share will be entitled to a fraction of a vote.
For any series of preferred stock having one vote per share, the voting power of the series, on matterson which holders of that series and holders of any other series of preferred stock are entitled to vote as a single
class, will solely depend on the total number of shares in that series and not the aggregate liquidation preference
or initial offering price.
Unless the applicable prospectus supplement states otherwise, if we have not declared and paid
dividends on any series of preferred stock offered under this prospectus for more than six quarterly periods ortheir equivalent, the holders of that series, together with the holders of outstanding shares of all other series ofpreferred stock ranking equally to that series as to distribution upon liquidation and having similar voting rights
which are then exercisable, will be entitled to vote for the election of two additional directors at the next annual
meeting of our stockholders. If the holders of a series of preferred stock are entitled to elect two additional
directors, then each share of preferred stock will have the number of votes specified in the applicable prospectus
supplement. In such case, the size of our board of directors will increase by two directors. After we pay the fullamount of dividends to which the holders of the series of preferred stock are entitled, those holders will no longer
have a vote for the election of two additional directors.
Unless we receive the consent of the holders of an outstanding series of preferred stock and theoutstanding shares of all other series of preferred stock whichŠrank equal with that series either as to dividends or the distribution of assets upon liquidation,
dissolution or winding up of our business, andŠhave voting rights that are exercisable and that are similar to those of that series, we will not:Š

authorize, create or issue, or increase the authorized or issued amount of, any class orseries of stock ranking prior to that outstanding preferred stock with respect topayment of dividends or the distribution of assets upon liquidation, dissolution or
winding up of our business; orŠamend, alter or repeal, whether by merger, consolidation or otherwise, the provisionsof our restated certificate of incorporation, as amended, or of the resolutions containedin a certificate of designation creating that series of the preferred stock in a way thatmaterially and adversely affects any right, preference, privilege or voting power ofthat outstanding preferred stock.

This consent must be given by the holders of at least 66 2/3% of all outstanding preferred stock described in thepreceding sentence, voting together as a single class. However, we will not be required to obtain this consent
56with respect to any amendment, alteration or repeal affecting the rights, preferences, privileges or voting powers
of preferred stock of the type described above, if we only:Š

increase the amount of the authorized preferred stock;Š

create and issue another series of preferred stock; orŠincrease the amount of authorized shares of any series of preferred stock;

so long as that preferred stock in each case ranks equal with or junior to the shares of preferred stock offeredunder this prospectus with respect to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of our business.
Outstanding Preferred Stock
Unless we specify otherwise in the applicable prospectus supplement, the preferred stock offered bythis prospectus will rank equally in all respects with our outstanding preferred stock. Our common stock,
including the common stock that may be issued upon conversion of preferred stock or in exchange for, or upon
conversion of, debt securities or upon exercise of securities warrants, will be subject to any prior rights of thepreferred stock then outstanding. Therefore, the rights of the outstanding preferred stock described below and any
preferred stock that may be issued after the date hereof, may limit the rights of the holders of the common stock.
At September 30, 2019, we had outstanding:Š

26,796 shares of 2011 ESOP cumulative convertible preferred stock, which we refer to as our“2011 ESOP preferred stock”;

Š49,134 shares of 2012 ESOP cumulative convertible preferred stock, which we refer to as our“2012 ESOP preferred stock”;

Š97,948 shares of 2013 ESOP cumulative convertible preferred stock, which we refer to as our“2013 ESOP preferred stock”;

Š

136,151 shares of 2014 ESOP cumulative convertible preferred stock, which we refer to as
our “2014 ESOP preferred stock”;

Š116,784 shares of 2015 ESOP cumulative convertible preferred stock, which we refer to as
our “2015 ESOP preferred stock”;

Š

197,450 shares of 2016 ESOP cumulative convertible preferred stock, which we refer to as
our “2016 ESOP preferred stock”;

Š

192,210 shares of 2017 ESOP cumulative convertible preferred stock, which we refer to as
our “2017 ESOP preferred stock”;

Š

254,945 shares of 2018 ESOP cumulative convertible preferred stock, which we refer to as
our “2018 ESOP preferred stock”;

Š

96,546 shares of our Dividend Equalization Preferred Shares, which we refer to as our “DEP
Shares”;Š

25,010 shares of our Class A Preferred Stock, Series I, which we refer to as our “Series I
preferred stock”;
57Š

1,802,000 shares of our Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred
Stock, Series K, which we refer to as our “Series K preferred stock”;

Š3,967,995 shares of our 7.50% Non-Cumulative Perpetual Convertible Class A Preferred
Stock, Series L, which we refer to as our “Series L preferred stock”;

Š

30,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series N, which werefer to as our “Series N preferred stock” (as represented by 30,000,000 shares of our Series
N depositary shares, which we refer to as our “Series N depositary shares”);Š

26,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series O, which werefer to as our “Series O preferred stock” (as represented by 26,000,000 shares of our Series
O depositary shares, which we refer to as our “Series O depositary shares”);Š

25,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series P, which werefer to as our “Series P preferred stock” (as represented by 25,000,000 shares of our Series P
depositary shares, which we refer to as our “Series P depositary shares”);

Š

69,000 shares of our 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series Q, which we refer to as our “Series Q preferred stock” (as represented
by 69,000,000 shares of our Series Q depositary shares, which we refer to as our “Series Q
depositary shares”);

Š33,600 shares of our 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series R, which we refer to as our “Series R preferred stock” (as represented
by 33,600,000 shares of our Series R depositary shares, which we refer to as our “Series R
depositary shares”);

Š

80,000 shares of our 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series S, which we refer to as our “Series S preferred stock” (as represented
by 2,000,000 shares of our Series S depositary shares, which we refer to as our “Series S
depositary shares”);Š

32,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series T, which werefer to as our “Series T preferred stock” (as represented by 32,000,000 shares of our Series T
depositary shares, which we refer to as our “Series T depositary shares”);

Š

80,000 shares of our 5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series U, which we refer to as our “Series U preferred stock” (as represented
by 2,000,000 shares of our Series U depositary shares, which we refer to as our “Series U
depositary shares”);Š

40,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series V, which werefer to as our “Series V preferred stock” (as represented by 40,000,000 shares of ourSeries V depositary shares, which we refer to as our “Series V depositary shares”);Š

40,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series W, which werefer to as our “Series W preferred stock” (as represented by 40,000,000 shares of ourSeries W depositary shares, which we refer to as our “Series W depositary shares”);

Š

46,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series X, which werefer to as our “Series X preferred stock” (as represented by 46,000,000 shares of ourSeries X depositary shares, which we refer to as our “Series X depositary shares”); and58

Š27,600 shares of our Non-Cumulative Perpetual Class A Preferred Stock, Series Y, which werefer to as our “Series Y preferred stock” (as represented by 27,600,000 shares of ourSeries Y depositary shares, which we refer to as our “Series Y depositary shares”).

2011 ESOP Preferred Stock. The 2011 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2011 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $90.00,$95.00 or $100.00 based on the Current Market Price, as that term is used in the certificate of designations for the2011 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2011 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2011 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2011 ESOP preferred stock, as that term is used in thecertificate of designations for the 2011 ESOP preferred stock, on the date fixed forredemption.

The 2011 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2011 ESOP preferred stock, when:Š

the 2011 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2011 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2011 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2011 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2011 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2011 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2011 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2011 ESOP preferred stock.
2012 ESOP Preferred Stock. The 2012 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2012 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $100.00,$105.00 or $110.00 based on the Current Market Price, as that term is used in the certificate of designations forthe 2012 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding sharesof 2012 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2012 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; and59

Š

the Fair Market Value per share of 2012 ESOP preferred stock, as that term is used in thecertificate of designations for the 2012 ESOP preferred stock, on the date fixed forredemption.

The 2012 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2012 ESOP preferred stock, when:Š

the 2012 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2012 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2012 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2012 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2012 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2012 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2012 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2012 ESOP preferred stock.
2013 ESOP Preferred Stock. The 2013 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2013 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $85.00,$90.00 or $95.00 based on the Current Market Price, as that term is used in the certificate of designations for the2013 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2013 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2013 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2013 ESOP preferred stock, as that term is used in thecertificate of designations for the 2013 ESOP preferred stock, on the date fixed forredemption.

The 2013 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2013 ESOP preferred stock, when:Š

the 2013 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2013 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.
60

In addition, a holder of 2013 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2013 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2013 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2013 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2013 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2013 ESOP preferred stock.
2014 ESOP Preferred Stock. The 2014 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2014 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $87.00,$92.00 or $97.00 based on the Current Market Price, as that term is used in the certificate of designations for the2014 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2014 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2014 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2014 ESOP preferred stock, as that term is used in thecertificate of designations for the 2014 ESOP preferred stock, on the date fixed forredemption.

The 2014 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2014 ESOP preferred stock, when:Š

the 2014 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2014 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2014 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2014 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2014 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2014 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2014 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2014 ESOP preferred stock.
61

2015 ESOP Preferred Stock. The 2015 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2015 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $89.00,$94.00 or $99.00 based on the Current Market Price, as that term is used in the certificate of designations for the2015 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2015 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2015 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2015 ESOP preferred stock, as that term is used in thecertificate of designations for the 2015 ESOP preferred stock, on the date fixed forredemption.

The 2015 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2015 ESOP preferred stock, when:Š

the 2015 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2015 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2015 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2015 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2015 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2015 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2015 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2015 ESOP preferred stock.
2016 ESOP Preferred Stock. The 2016 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2016 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $93.00,$98.00 or $103.00 based on the Current Market Price, as that term is used in the certificate of designations for the2016 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2016 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2016 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2016 ESOP preferred stock, as that term is used in thecertificate of designations for the 2016 ESOP preferred stock, on the date fixed forredemption.
62

The 2016 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2016 ESOP preferred stock, when:Š

the 2016 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2016 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2016 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2016 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2016 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2016 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2016 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2016 ESOP preferred stock.
2017 ESOP Preferred Stock. The 2017 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2017 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $70.00,$75.00 or $80.00 based on the Current Market Price, as that term is used in the certificate of designations for the2017 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2017 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2017 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2017 ESOP preferred stock, as that term is used in thecertificate of designations for the 2017 ESOP preferred stock, on the date fixed forredemption.

The 2017 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2017 ESOP preferred stock, when:Š

the 2017 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2017 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2017 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2017 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
63

In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2017 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2017 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2017 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2017 ESOP preferred stock.
2018 ESOP Preferred Stock. The 2018 ESOP preferred stock has a stated value of $1,000.00 per
share. The 2018 ESOP preferred stock provides for cumulative quarterly dividends at the annual rate of $70.00,$75.00 or $80.00 based on the Current Market Price, as that term is used in the certificate of designations for the2018 ESOP preferred stock, of one share of common stock as of a fixed trading date. All outstanding shares of2018 ESOP preferred stock are held of record by a trustee acting on behalf of the Plan. The 2018 ESOP preferredstock is subject to redemption, in whole or in part, at our option, at a price equal to the higher of:Š$1,000.00 per share, plus accrued and unpaid dividends thereon to the date fixed forredemption; andŠthe Fair Market Value per share of 2018 ESOP preferred stock, as that term is used in thecertificate of designations for the 2018 ESOP preferred stock, on the date fixed forredemption.

The 2018 ESOP preferred stock is mandatorily convertible, without any further action on our part oron the part of the holder, into common stock at the applicable Conversion Price, as that term is used in thecertificate of designations for the 2018 ESOP preferred stock, when:Š

the 2018 ESOP preferred stock is released from the unallocated reserve of the Plan inaccordance with the terms of the Plan; orŠwhen record ownership of the shares of 2018 ESOP preferred stock is transferred to any
person other than a successor trustee under the Plan.

In addition, a holder of 2018 ESOP preferred stock is entitled, at any time before the date fixed forredemption, to convert shares of 2018 ESOP preferred stock held by that holder into shares of common stock at
the then-applicable Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or winding up of our business, theholders of 2018 ESOP preferred stock are entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common stock, $1,000.00 per share, plus
accrued and unpaid dividends.
Except as required by law, the holders of 2018 ESOP preferred stock are not entitled to vote, except
under the limited circumstances described above under “—Voting Rights”. The 2018 ESOP preferred stock does
not have preemptive rights and is not subject to any sinking fund and we are not otherwise obligated torepurchase or redeem the 2018 ESOP preferred stock.
Dividend Equalization Preferred (“DEP”) Shares. With regard to distributions upon liquidation or
dissolution, our DEP Shares rank junior to any other class or series of our preferred stock issued in exchange forpreferred stock established by the Wachovia Corporation (“Wachovia”) board of directors after September 1,
2001 and each class or series of preferred stock established by our board of directors following the issuance of
the DEP Shares, and rank senior to the common stock for the $10.00 liquidation preference described below.
64Holders of our DEP Shares are not entitled to receive any dividends, and the DEP Shares are notconvertible or exchangeable. The DEP Shares are redeemable, in whole or in part, at our option after
December 31, 2021, for an amount equal to $10.00 per DEP Share. We must provide no less than 30 and no morethan 60 days’ notice prior to any date specified for redemption of the DEP Shares. If we redeem less than all of
the outstanding DEP Shares, then we must redeem all DEP Shares held by holders of fewer than one-tenth of ashare, or by holders that would hold fewer than one-tenth of a share following the redemption.
In the event of liquidation, holders of our DEP Shares are entitled to receive, before any distribution ismade to the holders of common stock or any other junior stock, but after any distribution to any other class orseries of our preferred stock issued in exchange for preferred stock established by the Wachovia board of
directors after September 1, 2001, an amount equal to $10.00 per DEP Share. The holders of DEP Shares have noother right or claim to any of our remaining assets. Each one one-thousandth of a DEP Share has a corresponding
liquidation preference of $0.01.
Holders our DEP Shares do not have voting rights, except those required by applicable law or the rulesof a securities exchange on which the DEP Shares may be listed.
Series G Preferred Stock. Our Class A Preferred Stock, Series G, which we refer to as our “Series G
preferred stock,” will be issuable in exchange for Series A Preferred Securities issued by Wachovia Preferred
Funding Corp., an indirect subsidiary of Wells Fargo & Company, only at the direction of the Office of theComptroller of the Currency (the “OCC”) under the following specified circumstances:Š

Wells Fargo Bank, N.A. becomes undercapitalized under the OCC’s “prompt corrective
action” regulations, orŠWells Fargo Bank, N.A. is placed into conservatorship or receivership, orŠthe OCC, in its sole discretion, anticipates that Wells Fargo Bank, N.A. may become
undercapitalized in the near term, or takes supervisory action that limits the payment ofdividends by Wachovia Preferred Funding Corp. and in connection therewith directs an
exchange.

The Series G preferred stock, if and when issued, will be represented by depositary shares issued byus, each representing one six-hundredth of a share of our Series G preferred stock. If and when issued, ourdepositary shares will be validly issued, fully paid, and non-assessable. The holders of the Series G preferredstock will have no preemptive rights with respect to any shares of our capital stock or any of our other securities
convertible into or carrying rights or options to purchase any such capital stock. The Series G preferred stock will
be perpetual and will not be convertible into shares of our common stock or any other class or series of ourcapital stock, and will not be subject to any sinking fund or other obligation for their repurchase or retirement.
The Series G preferred stock would rank senior to our common stock and to any other securities which
we may issue in the future that are subordinate to the Series G preferred stock. We may authorize and issue
additional shares of preferred stock that may rank junior to, on parity with or senior to the Series G preferredstock as to dividend rights and rights upon liquidation, winding up, or dissolution without the consent of theholders of the Series G preferred stock.
Holders of the Series G preferred stock will be entitled to receive, if, when, and as declared by ourboard of directors out of legally available assets, non-cumulative cash dividends at the rate of 7.25% per annumof the liquidation preference, which will be $15,000.00 per share of the Series G preferred stock. Holders ofdepositary shares will receive one six-hundredth of any such dividend and one six-hundredth of any suchliquidation preference. If authorized and declared, dividends on the Series G preferred stock will be payable
quarterly in arrears on March 31, June 30, September 30, and December 31 of each year or, if any such day is not
65

a business day, on the next business day without interest, unless the next business day falls in a different calendar
year, in which case the dividend will be paid on the preceding business day. We refer to each such quarter of acalendar year as a “dividend period”. Dividends in each quarterly period will accrue from the first day of such
period. The record date for payment of dividends on the Series G preferred stock and related depositary shares
will be the 15th calendar day of the last calendar month of the applicable dividend period. No interest will be
paid on any dividend payment of depositary shares representing the Series G preferred stock.
The right of holders of the Series G preferred stock to receive dividends will be non-cumulative. If ourboard of directors does not declare a dividend on the Series G preferred stock or declares less than a full dividendin respect of any dividend period, the holders of the Series G preferred stock will have no right to receive any
dividend or a full dividend, as the case may be, for that dividend period, and we will have no obligation to pay a
dividend or to pay full dividends for that dividend period, whether or not dividends are declared and paid for any
future dividend period with respect to the Series G preferred stock or our common stock or any other class orseries of our preferred stock.
Unless full dividend payments on the Series G preferred stock have been declared and paid for theimmediately preceding dividend period: no cash dividend or distribution may be paid by us on stock junior to theSeries G preferred stock, other than distributions or dividends payable in such junior stock, no such junior stock
may be redeemed by us for any consideration, and no monies shall be paid by us or made available for a sinking
fund for the redemption of such junior stock.
Except for certain limited circumstances described below, the Series G preferred stock will not be
redeemable prior to December 31, 2022. On or after such date, we may redeem the Series G preferred stock for
cash, in whole or in part, at any time and from time to time at its option at the redemption price of $15,000.00 per
share, plus authorized, declared and unpaid dividends for the current dividend period, if any, to the date ofredemption. Prior to December 31, 2022, the Series G preferred stock may be redeemed in whole, but not in part,at the redemption price of $15,000.00 per share, plus authorized, declared and unpaid dividends for the current
dividend period, if any, to the date of redemption, at our discretion in the event that we receive a letter or opinionof counsel which states that there is a significant risk that the Series G preferred stock will no longer constituteTier 1 capital for purposes of the capital adequacy guidelines or policies of the Federal Reserve as a result of any
changes in applicable laws, related regulations, official interpretations or policies, any official administrative
pronouncement or judicial decision interpreting or applying such laws or regulations. For redemptions after
December 31, 2022, if our board of directors determines that we should redeem fewer than all of the outstanding
Series G preferred stock, the securities to be redeemed will be determined by lot, pro rata, or by such othermethod as our board of directors in its sole discretion determines to be equitable.
Dividends will cease to accrue on the Series G preferred stock called for redemption on and as of thedate fixed for redemption and such Series G preferred stock will be deemed to cease to be outstanding, provided,that the redemption price, including any authorized and declared but unpaid dividends for the current dividend
period, if any, to the date fixed for redemption, has been duly paid or provision has been made for such payment.
Notice of any redemption will be mailed at least 30 days, but not more than 60 days, prior to any redemption dateto each holder of the Series G preferred stock to be redeemed at such holder’s registered address.
In the event we voluntarily or involuntarily liquidate, dissolve, or wind up, the holders of the Series G
preferred stock at the time outstanding will be entitled to receive liquidating distributions in the amount of$15,000.00 per share, or $25.00 per depositary share representing a one-six hundredth interest in the Series G
preferred stock, plus any authorized, declared, and unpaid dividends for the then-current dividend period to thedate of liquidation, out of our assets legally available for distribution to our shareholders, before any distributionof assets is made to holders of our common stock or any securities ranking junior to the Series G preferred stockand subject to the rights of the holders of any class or series of securities ranking senior to or on a parity with theSeries G preferred stock upon liquidation and the rights of our depositors and our series of securities ranking
senior to or on a parity with the Series G preferred stock upon liquidation and the rights of our depositors and66

creditors. After payment of the full amount of the liquidating distributions to which they are entitled, the holdersof the Series G preferred stock will have no right or claim to any of our remaining assets. In the event that, upon
any such voluntary or involuntary liquidation, dissolution, or winding up, our available assets are insufficient to
pay the amount of the liquidation distributions on all outstanding shares of Series G preferred stock and thecorresponding amounts payable on any other securities of equal ranking, then the holders of the Series G
preferred stock and any other securities of equal ranking will share ratably in any such distribution of assets inproportion to the full liquidating distributions to which they would otherwise be respectively entitled.
For such purposes, our consolidation or merger with or into any other entity, the consolidation or
merger of any other entity with or into us, or the sale of all or substantially all of our property or business, will
not be deemed to constitute our liquidation, dissolution, or winding up.
Holders of our Series G preferred stock will not have any voting rights, except as required by law, andwill not be entitled to elect any directors.
Series G Depositary Shares. Each Series G depositary share issued by us, which we refer to as our“Series G depositary shares,” will represent a one six-hundredth interest in one share of our Series G preferredstock. The Series G depositary shares will be evidenced by depositary receipts. The shares of our Series G
preferred stock underlying the depositary shares will, upon issuance, be deposited with Equiniti Trust Company,as depositary, under a deposit agreement between us, the depositary and all holders from time to time ofdepositary receipts issued by the depositary thereunder. We do not intend to list or quote the Series G depositaryshares or the Series G preferred stock on any national securities exchange or national quotation system.
Accordingly, there will be no public trading market for the depositary shares or the Series G preferred stock.
Subject to the terms of the deposit agreement, each owner of the Series G depositary shares will beentitled, through the depositary, to all the rights, preferences and privileges of a fractional share of the Series G
preferred stock.
The depositary will act as transfer agent and registrar and paying agent with respect to the Series G
depositary shares.
The depositary’s office at which the depositary receipts will be administered is located at Equiniti
Trust Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series G depositary shares may be held either directly or indirectly through a broker or otherfinancial institution. If the Series G depositary shares are held directly, by having such Series G depositary sharesregistered in such holder’s name on the books of the depositary, such holder will be a depositary receipt holder.
If the Series G depositary shares are held through a broker or financial institution nominee, the beneficial holder
must rely on the procedures of such broker or financial institution to assert the rights of a depositary receipt
holder described in this section.
The depositary will distribute all cash dividends, dividends paid in Series G depositary shares
representing fully paid and non-assessable shares of our Series G preferred stock or other cash distributions
received in respect of the Series G preferred stock to the record holders of the Series G depositary shares
representing such Series G preferred stock in proportion to the number of such Series G depositary shares owned
by such holders on the relevant record date. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of the Series G depositary shares entitled thereto, unlessthe depositary determines that it is not feasible to make such distribution, in which case the depositary may, after
consultation with us, sell such property and distribute the net proceeds from such sale to such holders.
If the Series G preferred stock underlying the depositary shares are redeemed, the Series G depositaryshares will be redeemed with the proceeds received by the depositary resulting from the redemption, in whole or67

in part, of such Series G preferred stock held by the depositary. The redemption price per Series G depositaryshare will be equal to the applicable fraction of the redemption price per share payable with respect to such
Series G preferred stock. If less than all the Series G depositary shares are to be redeemed, the Series G
depositary shares to be redeemed will be selected by lot or pro rata, in our sole discretion.
After the date fixed for redemption (which will be the same date as the redemption date, if any, for theSeries G preferred stock), the Series G depositary shares so called for redemption will no longer be deemed to beoutstanding and all rights of the holders of the Series G depositary shares will cease, except the right to receive
the money payable upon such redemption and any money or other property to which the holders of such Series G
depositary shares were entitled upon such redemption upon surrender to the depositary of the depositary receipts
evidencing such Series G depositary shares.
Series I Preferred Stock. In February 2006, Wachovia Capital Trust III, a Delaware statutory trust,issued 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (the “WITS”) which wereguaranteed by Wachovia. The WITS included 1/100th interests in stock purchase contracts between the trust andWachovia under which the trust agreed to purchase, and Wachovia agreed to sell, shares of Wachovia Class A
Preferred Stock, Series I. We assumed all obligations of Wachovia with respect to the WITS and, on March 15,
2011, we issued and sold our Class A Preferred Stock Series I, which we refer to as our “Series I preferredstock,” to the trust as contemplated by the WITS.
The Series I preferred stock ranks senior to our common stock and to any other securities that we may
issue in the future that are subordinate to the Series I preferred stock. We may authorize and issue additional
shares of preferred stock that may rank junior to, on parity with or senior to the Series I preferred stock as todividend rights and rights upon liquidation, winding up, or dissolution without the consent of the holders of theSeries I preferred stock.
Dividends on shares of our Series I preferred stock are not mandatory. Holders of our Series I
preferred stock are entitled to receive, if, when, and as declared by our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation preference, which is $100,000 per share of Series I
preferred stock. These dividends are payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. Dividends accrue on the Series I preferred stock at a rate per annum equal to the greater of(x) three-month LIBOR for the related dividend period plus 0.93% and (y) 5.56975%. The right of holders of ourSeries I preferred stock to receive dividends is non-cumulative.
When dividends are not paid in full upon the Series I preferred stock and any other parity stock,
dividends upon that stock will be declared on a proportional basis so that the amount of dividends declared pershare will bear to each other the same ratio that accrued dividends for the current dividend period per share on
the Series I preferred stock, and accrued dividends, including any accumulations on such voting parity stock, bearto each other. No interest will be payable in respect of any dividend payment that may be in arrears.
So long as full dividends on all outstanding shares of our Series I preferred stock for the then-current
dividend period have been paid or declared and a sum sufficient for the payment thereof set aside, we, at theoption of our board of directors, may redeem the Series I preferred stock in whole or in part on any dividend
payment date at any time after March 15, 2011. Any such redemption shall be at the redemption price of$100,000 per share plus dividends that have been declared but not paid to the redemption date, without interest.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries I preferred stock are entitled to receive a liquidating distribution in the amount of the liquidationpreference of $100,000 per share, plus any accrued and unpaid dividends for the then-current dividend period tothe date of liquidation, out of our assets legally available for distribution to our stockholders, before any
distribution is made to holders of our common stock or any securities ranking junior to the Series I preferredstock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with
the Series I preferred stock upon liquidation and the rights of our depositors and other creditors.
68Holders of our Series I preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law.
Series K Preferred Stock. Our Series K preferred stock, which we refer to as our “Series K preferredstock,” ranks senior to our common stock and to any other securities that we may issue in the future that are
subordinate to the Series K preferred stock.
Dividends on our Series K preferred stock are not mandatory. Holders of the Series K preferred stock
are entitled to receive, if, when, and as declared by our board of directors out of legally available assets,
non-cumulative cash dividends on the liquidation preference, which is equal to $1,000 per share of Series K
preferred stock. These dividends will be payable (i) semi-annually in arrears on each March 15 and
September 15, at a rate per annum equal to 7.98% to but excluding March 15, 2018 and (ii) quarterly in arrearson each March 15, June 15, September 15 and December 15 at a rate per annum equal to three-month LIBOR for
the related dividend period plus 3.77%, beginning on June 15, 2018.
When dividends are not paid in full upon the Series K preferred stock and any other parity stock,
dividends upon such stock will be declared on a proportional basis so that the amount of dividends declared pershare will bear to each other the same ratio that accrued dividends for the current dividend period per share on
the Series K preferred stock, and accrued dividends, including any accumulations on such voting parity stock,
bear to each other. No interest will be payable in respect of any dividend payment that may be in arrears.
So long as full dividends on all outstanding shares our Series K preferred stock for the then-current
dividend period have been paid or declared and a sum sufficient for the payment thereof set aside, we may, at theoption of our board of directors, redeem the Series K preferred stock in whole or in part on any Dividend
Payment Date (as such term is defined in the certificate of designations for the Series K preferred stock) on orafter March 15, 2018. Any such redemption shall be at the redemption price of $1,000 per share plus dividends
that have been declared but not paid to the redemption date, without interest.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of theSeries K preferred stock are entitled to receive a liquidating distribution in the amount of a liquidation preferenceof $1,000 per share, plus any authorized, declared and unpaid dividends for the then-current dividend period tothe date of liquidation, out of our assets legally available for distribution to our stockholders, before any
distribution is made to holders of our common stock or any securities ranking junior to the Series K preferredstock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with
the Series K preferred stock upon liquidation and the rights of our depositors and other creditors.
Holders of our Series K preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and as further described below.
If we fail to pay, or declare and set aside for payment, full dividends on the Series K preferred stock or
any other class or series of voting parity stock for six dividend periods or their equivalent, the authorized numberof our board of directors will be increased by two. The holders of the Series K preferred stock, voting together asa single and separate class with the holders of all outstanding voting parity stock, will have the right to elect two
directors, by a plurality of votes cast, in addition to the directors then in office at our next annual meeting ofstockholders. It shall be a qualification for election for any such director that the election of such director shallnot cause us to violate the corporate governance requirement of the New York Stock Exchange (or any othersecurities exchange or other trading facility on which our securities may then be listed or traded) that listed ortraded companies must have a majority of independent directors, and provided further that the board of directors
shall at no time include more than two such directors (including, for purposes of this limitation, all directors thatthe holders of any series of voting parity stock are entitled to elect pursuant to like voting rights). When
dividends have been paid in full on the Series K preferred stock and any and all voting parity stock for at least
four consecutive dividend periods or their equivalent, then the right of the holders of Series K preferred stock to69

elect directors shall cease (but subject always to revesting of such voting rights in the case of any futurenonpayment of dividends), and, if and when all rights of holders of our Series K preferred stock and voting parity
stock to elect directors shall have ceased, the terms of office of all the directors elected by preferred stock holders
under this provision shall forthwith terminate and the number of directors constituting the board of directors shall
automatically be reduced accordingly.
So long as any shares of our Series K preferred stock are outstanding, the vote or consent of theholders of at least 66 2⁄ 3 % of the shares of our Series K preferred stock at the time outstanding, voting as a classwith all other series of preferred stock ranking equal with the Series K preferred stock and entitled to votethereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the
purpose, will be necessary for effecting or validating any of the following actions, whether or not such approvalis required by Delaware law:Šthe issuance of any series of preferred stock ranking senior to the Series K preferred stock in
the payment of dividends or in the distribution of assets on our liquidation, dissolution or
winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation creating the Series K
preferred stock) or our by-laws that would alter or change the voting powers, preferences,privileges or rights of the holders of our Series K preferred stock so as to affect them
adversely;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize or create, or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking prior to
the Series K preferred stock in the payment of dividends or in the distribution of assets on our
liquidation, dissolution or winding up; orŠthe consummation of a binding share exchange or reclassification involving the Series K
preferred stock or a merger or consolidation with another entity, except holders of ourSeries K preferred stock will have no right to vote under this provision or otherwise under
Delaware law if in each case (i) the Series K preferred stock remains outstanding or, in thecase of any such merger or consolidation with respect to which we are not the surviving or
resulting entity, is converted into or exchanged for preference securities of the surviving or
resulting entity or its ultimate parent, and (ii) such Series K preferred stock remaining
outstanding or such preference securities, as the case may be, have such rights, preferences,privileges and voting powers, taken as a whole, as are not materially less favorable to theholders thereof than the rights, preferences, privileges and voting powers of the Series K
preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries K preferred stock or any class or series of parity stock or junior stock or any securities convertible into anyclass or series of parity stock (whether dividends payable in respect of such parity stock are cumulative or
non-cumulative) or junior stock will be deemed not to adversely affect the rights, preferences, privileges orvoting powers of the Series K preferred stock, and holders of the Series K preferred stock shall have no right tovote thereon.
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation
described above would adversely affect one or more but not all series of voting preferred stock (including theSeries K preferred stock for this purpose), then only those series affected and entitled to vote shall vote as a classin lieu of all such series of preferred stock.
70Series L Preferred Stock. Our Series L preferred ranks senior to our common stock and to any othersecurities that we may issue in the future that are subordinate to the Series L preferred stock.
Dividends on shares of our Series L preferred stock are not cumulative. Holders of the Series L
preferred stock are entitled to receive, if, as and when declared by our board of directors out of legally available
assets, non-cumulative cash dividends on the Liquidation Preference, which is $1,000 per share of our Series L
preferred stock. These dividends are payable at a rate per annum equal to 7.50%, quarterly in arrears on each
March 15, June 15, September 15 and December 15, each a “Dividend Payment Date”, from and including thedate of issuance. The right of holders of our Series L preferred stock to receive dividends is non-cumulative.
When dividends are not paid in full upon the Series L preferred stock and any parity stock, alldividends upon shares of the Series L preferred stock and such parity stock will be declared on a proportional
basis, based upon the ratio of the amount of dividends declared on each series to the amount that if declared
would be full dividends (including accrued and unpaid dividends as to any parity stock that bears dividends on a
cumulative basis) through the next succeeding applicable dividend payment date.
Our Series L preferred stock is not redeemable and is not subject to any sinking fund or otherobligation to redeem, repurchase or retire the Series L preferred stock.
Each share of our Series L preferred stock may be converted at any time, at the option of the holder,
into 6.3814 shares of our common stock plus cash in lieu of fractional shares, subject to anti-dilution adjustments(such rate or adjusted rate, the “conversion rate”).
On or after March 15, 2013, we may, at our option, at any time or from time to time cause some or allof the Series L preferred stock to be converted into shares of our common stock at the then applicable conversion
rate if, for 20 trading days within any period of 30 consecutive trading days, including the last trading day ofsuch period, the closing price of our common stock exceeds 130% of the then applicable conversion price of theSeries L preferred stock. We will provide notice of our decision to exercise our right to cause the mandatory
conversion within three trading days of the end of the 30 consecutive trading day period. The applicableconversion price at any given time will be computed by dividing $1,000 by the applicable conversion rate at suchtime.
Notwithstanding the foregoing, no holder of our Series L preferred stock will be entitled to receive
shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would causesuch converting holder to become, directly or indirectly, a “beneficial owner” (within the meaning ofSection 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of
the shares of our common stock outstanding at such time. Any purported delivery of shares of our common stock
upon conversion of the Series L preferred stock shall be void and have no effect to the extent, but only to theextent, that such delivery would result in the converting holder becoming the beneficial owner of more than 9.9%of the shares of our common stock outstanding at such time. If any delivery of shares of our common stock owed
to a holder upon conversion of the Series L preferred stock is not made, in whole or in part, as a result of thislimitation, our obligation to make such delivery shall not be extinguished and we shall deliver such shares aspromptly as practicable after any such converting holder gives notice to us that such delivery would not result init being the beneficial owner of more than 9.9% of the shares of our common stock outstanding at such time. This
limitation on beneficial ownership shall not constrain in any event our ability to exercise our right to cause theSeries L preferred stock to convert mandatorily.
The following provisions will apply if, prior to the conversion date, one of the following events occur
prior to the conversion date for shares of our Series L preferred stock:Ša “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that such71

person or group has become the direct or indirect ultimate “beneficial owner,” as defined inRule 13d-3 under the Exchange Act, of our common equity representing more than 50% of
the voting power of our common stock; orŠconsummation of any consolidation or merger or similar transaction or any sale, lease orother transfer in one transaction or a series of transactions of all or substantially all of theconsolidated assets of us and our subsidiaries, taken as a whole, to any person other than oneof our subsidiaries, in each case pursuant to which our shares of common stock will be
converted into cash, securities or other property, other than pursuant to a transaction in which
the persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, voting shares immediately prior to such transaction beneficially own,
directly or indirectly, voting shares representing a majority of the total voting power of all
outstanding classes of voting shares of the continuing or surviving person immediately after
the transaction.

These transactions are referred to as “make-whole acquisitions.” However, a make-whole acquisition
will not be deemed to have occurred if at least 90% of the consideration (as determined by our board of directors)
received by holders of our common stock in the transaction or transactions consists of shares of common stock or
American depositary receipts in respect of common stock that are traded on a U.S. national securities exchange
or a securities exchange in the European Economic Area or that will be traded on a U.S. national securities
exchange or on securities exchanges in the European Economic Area when issued or exchanged in connection
with a make-whole acquisition.
The phrase “all or substantially all” of our assets is likely to be interpreted by reference to applicablestate law at the relevant time, and will be dependent on the facts and circumstances existing at such time. As aresult, there may be a degree of uncertainty in ascertaining whether a sale or transfer is of “all or substantiallyall” of our assets.
Upon a make-whole acquisition, we will, under certain circumstances, increase the conversion rate inrespect of any conversions of the Series L preferred stock that occur during the period (make-whole acquisition
conversion period) beginning on the effective date of the make-whole acquisition (effective date) and ending on
the date that is 30 days after the effective date, by a number of additional shares of our common stock (makewhole shares) as described below.
We will notify holders, at least 20 days prior to the anticipated effective date of such make-wholeacquisition, or within two business days of becoming aware of a make-whole acquisition described in the firstbullet of the definition of “make-whole acquisition,” of the anticipated effective date of such transaction. The
notice will specify the anticipated effective date of the make-whole acquisition and the date by which eachholder’s make-whole acquisition conversion right must be exercised, which shall be 30 days after the effective
date of the make-whole acquisition. We will also notify holders on the effective date of such make-wholeacquisition, or as soon as practicable thereafter, specifying, among other things, the date that is 30 days after theeffective date, the number of make-whole shares and the amount of the cash, securities and other consideration
receivable by the holder upon conversion. To exercise the make-whole acquisition conversion right, a holder
must deliver to the conversion agent, on or before the close of business on the date specified in the notice, thecertificate evidencing such holder’s shares of the Series L preferred stock, if the Series L preferred stock is heldin certificated form. If a holder’s interest is a beneficial interest in a global certificate representing our Series L
preferred stock, in order to convert a holder must comply with certain conversion procedures and comply withthe depositary’s procedures for converting a beneficial interest in a global security. The date that the holder
complies with these requirements is referred to as the “make-whole conversion date”. If a holder does not elect toexercise the make-whole acquisition conversion right within the specified period, such holder’s shares of theSeries L preferred stock will remain outstanding until otherwise converted but will not be eligible to receive
make-whole shares.
72

The following table sets forth the number of make-whole shares per share of our Series L preferredstock for each stock price and effective date set forth below:
Make-Whole Acquisition Stock Price
Effective Date

$120.54 $125.57 $138.12 $150.68 $156.71 $175.79 $203.72 $226.02 $251.13 $301.36 $401.81 $502.26

April 17, 2008 . . . . . . 1.9153
March 15, 2009 . . . . . 1.9153
March 15, 2010 . . . . . 1.9153
March 15, 2011 . . . . . 1.9153
March 15, 2012 . . . . . 1.9153
March 15, 2013 . . . . . 1.9153
Thereafter . . . . . . . . . 1.9153

1.88551.8775
1.8397
1.78991.75611.67041.67041.51911.5052
1.4913
1.46941.43551.42751.42751.11101.09511.08711.0731
1.0652
1.0592
1.0592

0.9497
0.94370.93780.92380.91390.91190.91190.6471
0.63310.60730.57940.5356
0.50970.5097

0.39620.37630.33650.28870.2051
0.0916
0.09160.28470.25880.22100.17120.08960.00000.00000.20910.18520.15330.10750.04580.00000.00000.13540.11750.0956
0.06570.02990.00000.00000.07570.06970.05770.03980.01990.00000.00000.04580.04380.03580.02590.01190.00000.0000The number of make-whole shares will be determined by reference to the table above and is based on
the effective date and the price (“stock price”) paid per share of our common stock in such transaction. If theholders our of common stock receive only cash (in a single per-share amount, other than with respect to appraisaland similar rights) in the make-whole acquisition, the stock price shall be the cash amount paid per share. For
purposes of the preceding sentence as applied to a make-whole acquisition described in the first bullet of thedefinition of that term, a single price per share shall be deemed to have been paid only if the transaction ortransactions that caused the person or group to become direct or indirect ultimate beneficial owners of ourcommon equity representing more than 50% of the voting power of our common stock was a tender offer for
more than 50% of our outstanding common stock. Otherwise, the stock price shall be the average of the closing
price per share of our common stock on the 10 trading days up to but not including the effective date.
The stock prices set forth in the first row of the table (the column headers) will be adjusted as of any
date on which the conversion rate of the Series L preferred stock is adjusted. The adjusted stock prices will equal
the stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of whichis the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and thedenominator of which is the conversion rate as so adjusted. Each of the number of make-whole shares in the table
will be subject to adjustment in the same manner as the conversion rate as set forth below in our description ofanti-dilution rate adjustments.
In lieu of receiving the make-whole shares, if the reference price (as defined below) in connection
with a make-whole acquisition is less than $120.54 (a fundamental change), a holder may elect to convert eachshare of our Series L preferred stock during the period beginning on the effective date of the fundamental change
and ending on the date that is 30 days after the effective date of the fundamental change at an adjusted
conversion price equal to the greater of (1) the reference price and (2) $60.27 (base price). The base price will be
adjusted as of any date that the conversion rate of the Series L preferred stock is adjusted. The adjusted baseprice will equal the base price applicable immediately prior to such adjustment multiplied by a fraction, thenumerator of which is the conversion rate immediately prior to the adjustment giving rise to the conversion rateadjustment and the denominator of which is the conversion rate as so adjusted. If the reference price is less thanthe base price, holders will receive a maximum of 16.5916 shares of our common stock per share of our Series L
preferred stock, subject to adjustment, which may result in a holder receiving value that is less than theliquidation preference of the Series L preferred stock. In lieu of issuing our common stock upon conversion in
the event of a fundamental change, we may at our option, and if we obtain any necessary regulatory approval,
make a cash payment equal to the reference price for each share of our common stock otherwise issuable upon
conversion. The “reference price” is the “stock price” as defined above.
To exercise the fundamental change conversion right, a holder must comply with certain conversion
procedures on or before the date that is 30 days following the effectiveness of the fundamental change andindicate that it is exercising the fundamental change conversion right. If a holder does not elect to exercise thefundamental change conversion right, such holder will not be eligible to convert such holder’s shares at the baseprice and such holder’s shares of the Series L preferred stock will remain outstanding until otherwise converted.
73

We will notify holders, at least 20 days prior to the anticipated effective date of a fundamental change,
or within two business days of becoming aware of a make-whole acquisition described in the first bullet of thedefinition of “make-whole acquisition,” of the anticipated effective date of such transaction. The notice will
specify the anticipated effective date of the fundamental change and the date by which each holder’s fundamental
change conversion right must be exercised. We will also provide notice to holders on the effective date of afundamental change, or as soon as practicable thereafter, specifying, among other things, the date that is 30 days
after the effective date, the adjusted conversion price following the fundamental change and the amount of thecash, securities and other consideration receivable by the holder upon conversion. To exercise the fundamental
change conversion right, a holder must comply with certain conversion procedures on or before the date that is
30 days following the effectiveness of the fundamental change and indicate that it is exercising the fundamental
change conversion right. If a holder does not elect to exercise the fundamental change conversion right withinsuch period, such holder will not be eligible to convert such holder’s shares at the base price and such holder’sshares of Series L preferred stock will remain outstanding (subject to the holder electing to convert such holder’sshares).
In the event of:(1) our consolidation or merger with or into another person in each case pursuant to which ourcommon stock will be converted into cash, securities or other of our property or another person;(2) any sale, transfer, lease or conveyance to another person of all or substantially all of theconsolidated assets of us and our subsidiaries, taken as a whole, in each case pursuant to which our common
stock will be converted into cash, securities or other property;(3) any reclassification of our common stock into securities, including securities other than ourcommon stock; or(4) any statutory exchange of our securities with another person (other than in connection with amerger or acquisition)
each of which is referred to as a “reorganization event,” each share of our Series L preferred stock outstanding
immediately prior to such reorganization event will, without the consent of the holders of the Series L preferredstock, become convertible into the types and amounts of securities, cash and other property receivable in suchreorganization event by a holder of the shares of our common stock that was not the counterparty to thereorganization event or an affiliate of such other party (such securities, cash and other property, the “exchange
property”). In the event that holders of our common stock have the opportunity to elect the form of consideration
to be received in such transaction, the consideration that the holders of the Series L preferred stock entitled toreceive will be deemed to be the types and amounts of consideration received by the majority of the holders of
the shares of our common stock that affirmatively make an election. Holders have the right to convert theirshares of our Series L preferred stock in the event of certain acquisitions. In connection with certain
reorganization events, holders of the Series L preferred stock may have the right to vote as a class.
The conversion rate will be adjusted, without duplication, if certain events occur:(1) the issuance of our common stock as a dividend or distribution to all holders of our common stock,or a subdivision or combination of our common stock (other than in connection with a transaction constituting areorganization event), in which event the conversion rate will be adjusted based on the following formula:
CR1 = CR0 x (OS1/ OS0)
Where,
CR0= the conversion rate in effect at the close of business on the record date
74

CR1

= the conversion rate in effect immediately after the record dateOS0

= the number of shares of our common stock outstanding at the close of business on the record date prior
to giving effect to such event

OS1= the number of shares of our common stock that would be outstanding immediately after, and solely asa result of, such event(2) the issuance to all holders of our common stock of certain rights or warrants (other than rights
issued pursuant to a shareholder rights plan or rights or warrants issued in connection with a transaction
constituting a reorganization event) entitling them for a period expiring 60 days or less from the date of issuanceof such rights or warrants to purchase shares of our common stock (or securities convertible into our common
stock) at less than (or having a conversion price per share less than) the current market price of our common
stock as of the record date, in which event the conversion rate will be adjusted based on the following formula:
CR1 = CR0 x [(OS0 + X) / (OS0 + Y)]
Where,
CR0= the conversion rate in effect at the close of business on the record dateCR1

= the conversion rate in effect immediately after the record dateOS0

= the number of shares of our common stock outstanding at the close of business on the record dateX

= the total number of shares of our common stock issuable pursuant to such rights or warrants (or upon
conversion of such securities)

Y= the number of shares equal to quotient of the aggregate price payable to exercise such rights or
warrants (or the conversion price for such securities paid upon conversion) divided by the average ofthe volume-weighted average price of our common stock over each of the ten consecutive volumeweighted average price trading days prior to the Business Day immediately preceding theannouncement of the issuance of such rights or warrants(3) the dividend or other distribution to all holders of our common stock of shares of our capital stock(other than common stock) or evidences of our indebtedness or our assets (excluding any dividend, distribution
or issuance covered by clauses (1) or (2) above or (4) below, any dividend or distribution in connection with atransaction constituting a reorganization event or any spin-off to which the provisions set forth below in thisclause (3) apply) in which event the conversion rate will be adjusted based on the following formula:
CR1 = CR0 x [SP0 / (SP0 - FMV)]
where,
CR0= the conversion rate in effect at the close of business on the record dateCR1

= the conversion rate in effect immediately after the record date

SP0

= the current market price as of the record date75

FMV = the fair market value (as determined by our board of directors) on the record date of the shares ofcapital stock, evidences of indebtedness or assets so distributed, applicable to one share of ourcommon stock
However, if the transaction that gives rise to an adjustment pursuant to this clause (3) is one pursuant
to which the payment of a dividend or other distribution on our common stock consists of shares of capital stockof, or similar equity interests in, one of our subsidiaries or one of our other business units (i.e., a spin-off) thatare, or, when issued, will be, traded or quoted on the New York Stock Exchange, the Nasdaq Stock Market or
any other national or regional securities exchange or market, then the conversion rate will instead be adjusted
based on the following formula:
CR1 = CR0 x [(FMV0 + MP0) / MP0]
where,
CR0= the conversion rate in effect at the close of business on the record dateCR1

= the conversion rate in effect immediately after the record date

FMV0 = the average of the volume-weighted average price of the capital stock or similar equity interests
distributed to holders of our common stock applicable to one share of our common stock over each of
the ten consecutive volume-weighted average price trading days commencing on and including thethird volume-weighted average price trading day after the date on which “ex-distribution trading”
commences for such dividend or distribution on the New York Stock Exchange or such other nationalor regional exchange or association or over-the-counter market or if not so traded or quoted, the fairmarket value of the capital stock or similar equity interests distributed to holders of our common stock
applicable to one share of our common stock as determined by our board of directors
MP0= the average of the volume-weighted average price of our common stock over each of the ten
consecutive volume-weighted average price trading days commencing on and including the third
volume-weighted average price trading day after the date on which “ex-distribution trading”
commences for such dividend or distribution on the New York Stock Exchange or such other nationalor regional exchange or association or over-the-counter market on which our common stock is thentraded or quoted(4) We make a distribution consisting exclusively of cash to all holders of our common stock,excluding (a) any regular cash dividend on our common stock to the extent that the aggregate regular cash
dividend per share of our common stock does not exceed $0.375 / 0.1991 in any fiscal quarter (the dividend
threshold amount) and (b) any consideration payable in connection with a tender or exchange offer made by us or
any of its subsidiaries referred to in clause (5) below, in which event, the conversion rate will be adjusted basedon the following formula:
CR1 = CR0 x [SP0 / (SP0 - C)]
where,
CR0= the conversion rate in effect at the close of business on the record dateCR1

= the conversion rate in effect immediately after the record date

SP0

= the current market price as of the record date76

C

= the amount in cash per share equal to (1) in the case of a regular quarterly dividend, the amount we
distribute to holders or pay, less the dividend threshold amount or (2) in any other case, the amount we
distributes to holders or pay

The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever theconversion rate is adjusted, provided that no adjustment will be made to the dividend threshold amount for any
adjustment made to the conversion rate pursuant to this clause (4).
(5) We or one or more of our subsidiaries make purchases of our common stock pursuant to a tender
offer or exchange offer by us or one of our subsidiaries for our common stock to the extent that the cash andvalue (as determined by our board of directors) of any other consideration included in the payment per share of
our common stock validly tendered or exchanged exceeds the volume-weighted average price per share of ourcommon stock on the volume-weighted average price trading day next succeeding the last date on which tenders
or exchanges may be made pursuant to such tender or exchange offer (expiration date), in which event theconversion rate will be adjusted based on the following formula:
CR1 = CR0 x [(FMV + (SP1 x OS1) / (SP1 x OS0)]
where,
CR0= the conversion rate in effect at the close of business on the expiration dateCR1

= the conversion rate in effect immediately after the expiration date

FMV = the fair market value (as determined by our board of directors), on the expiration date, of the aggregate
value of all cash and any other consideration paid or payable for shares validly tendered or exchanged
and not withdrawn as of the expiration dateOS1

= the number of shares of our common stock outstanding as of the last time tenders or exchanges may bemade pursuant to such tender or exchange offer (expiration time) less any purchased shares

OS0= the number of shares of our common stock outstanding at the expiration time, including any purchased
sharesSP1= the average of the volume-weighted average price of common stock over each of the ten consecutive
volume-weighted average price trading days commencing with the volume-weighted average pricetrading day immediately after the expiration date

“Record date” means, for purpose of a conversion rate adjustment, with respect to any dividend,
distribution or other transaction or event in which the holders of our common stock have the right to receive any
cash, securities or other property or in which our common stock (or other applicable security) is exchanged for orconverted into any combination of cash, securities or other property, the date fixed for determination of holdersof our common stock entitled to receive such cash, securities or other property (whether such date is fixed by ourboard of directors or by statute, contract or otherwise).
“Current market price” of our common stock on any day, means the average of the volume-weighted
average price of our common stock over each of the ten consecutive volume-weighted average price trading days
ending on the earlier of the day in question and the day before the ex-date or other specified date with respect tothe issuance or distribution requiring such computation, appropriately adjusted to take into account theoccurrence during such period of any event described in clauses (1) through (5) above. For purposes of theforegoing, “ex-date” means the first date on which the shares of our common stock trade on the applicableexchange or in the applicable market, regular way, without the right to receive an issuance or distribution.
77

In the event of our voluntary or involuntary dissolution, winding up and liquidation, the holders of theSeries L preferred stock are entitled to receive a liquidating distribution in the amount of the liquidationpreference of $1,000 per share, plus any authorized, declared and unpaid dividends for the then-current dividend
period to the date of liquidation, out of our assets legally available for distribution to our stockholders, before any
distribution is made to holders of our common stock or any securities ranking junior to the Series L preferredstock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with
the Series L preferred stock upon liquidation and the rights of our creditors. If the amounts available for
distribution upon our dissolution, winding up and liquidation are not sufficient to satisfy the full liquidationrights of all the outstanding Series L preferred stock and all stock ranking equal to the Series L preferred stock,then the holders of each series of our Series L preferred stock will share ratably in any distribution of assets inproportion to the full respective preferential amount to which they are entitled. After the full amount of theliquidation preference is paid, the holders of our Series L preferred stock will not be entitled to any further
participation in any distribution of our assets.
Holders of our Series L preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the special voting rights provided for below.
If we fail to pay, or declare and set aside for payment, full dividends on the Series L preferred stock or
any other class or series of voting parity stock for six dividend periods or their equivalent (whether or notconsecutive), the authorized number of directors serving on our board of directors will be increased by two.
Subject to satisfaction of certain qualifications for persons serving as directors pursuant to regulations of any
securities exchange on which our securities are then listed or traded, the holders of our Series L preferred stock,voting together as a single and separate class with the holders of all outstanding voting parity stock on which
dividends likewise have not been paid, will have the right to elect two directors in addition to the directors thenin office at our next annual meeting of shareholders. When dividends have been paid in full on the Series L
preferred stock and any and all voting parity stock for at least four consecutive dividend periods or theirequivalent, then the right of the holders of our Series L preferred stock to elect directors shall cease (but subject
always to revesting of such voting rights in the case of any future nonpayment of dividends), and, if and when all
rights of holders of our Series L preferred stock and voting parity stock to elect directors shall have ceased, theterms of office of all the directors elected by preferred stock holders under this provision shall forthwith
terminate and the number of directors constituting the board of directors shall automatically be reduced
accordingly.
So long as any shares of our Series L preferred stock are outstanding, the vote or consent of theholders of at least 66 2⁄ 3% of the shares of our Series L preferred stock at the time outstanding, voting as a classwith all other series of preferred stock ranking equally with the Series L preferred stock and entitled to votethereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the
purpose, will be necessary for effecting or validating any of the following actions, whether or not such approvalis required by Delaware law:Š

any amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificates of designations creating the Series L
preferred stock) or our by-laws that would alter or change the voting powers, preferences or
special rights of the holders of the Series L preferred stock so as to affect them adversely;Š

any amendment or alteration of our restated certificate of incorporation, as amended, toauthorize or create, or increase the authorized amount of, or any issuance of any shares of, or
any securities convertible into shares of, any class or series of our capital stock ranking prior
to the Series L preferred stock in the payment of dividends or in the distribution of assets on
our liquidation, dissolution or winding up; orŠthe consummation of a binding share exchange or reclassification involving the Series L
preferred stock or a merger or consolidation with another entity, except holders of our Series78

L preferred stock will have no right to vote under this provision or otherwise under Delaware
law if, in each case, (i) the Series L preferred stock remains outstanding or, in the case of any
such merger or consolidation with respect to which we are not the surviving or resulting
entity, is converted into or exchanged for preference securities of the surviving or resulting
entity or its ultimate parent, and (ii) such Series L preferred stock remaining outstanding or
such preference securities, as the case may be, has such rights, preferences, privileges andvoting powers, taken as a whole, as are not materially less favorable to the holders thereof
than the rights, preferences, privileges and voting powers of the Series L preferred stock,
taken as a whole;
except that any authorization, creation or increase in the authorized amount of or issuance of our Series L
preferred stock or any class or series of parity stock or junior stock or any securities convertible into any class orseries of parity stock (whether dividends payable in respect of such parity stock are cumulative or
non-cumulative) or junior stock will be deemed not to adversely affect the rights, preferences, privileges orvoting powers of the holders of the Series L preferred stock, and, notwithstanding any provision of Delaware
law, holders of the Series L preferred stock shall have no right to vote thereon.
Series N Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series N, which
we refer to as our “Series N preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series N preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The
Series N preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate ofdesignation for the Series N preferred stock) as to payment of dividends and distribution of assets upon our
liquidation, dissolution or winding up.
Dividends on shares of our Series N preferred stock are not mandatory. Holders of our Series N
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series N preferred stock. These dividends accrue at
a rate per annum equal to 5.20%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series N preferred stock to receive dividends is non-cumulative. The
Series N preferred stock was issued on August 16, 2012, and the first dividend payment date was December 15,
2012.
To the extent we declare dividends on the Series N preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series N preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series N
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series N preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series N preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series N preferred stock, in whole or in part, on any
dividend payment date on or after September 15, 2017. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series N preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
79not in part, the shares of Series N preferred stock at the time outstanding prior to September 15, 2017. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries N preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series N preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series N preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series N preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series N preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series N preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series N preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series N preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series N preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series N preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series N preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series N preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series N preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series N preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series N
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series N
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;
80Š

any amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series N
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series N preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series N preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series N preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series N
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries N preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series N preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series N preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries N preferred stock or any class or series of Parity Stock or securities ranking junior to the Series N
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series N
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries N preferred stock, and holders of the Series N preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series N preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series N preferred stock will have 25 votes per share on any matter on which
holders of the Series N preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series N Depositary Shares. Each Series N depositary share issued by us represents a 1/1,000th
interest in one share of our Series N preferred stock. The shares of our Series N preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series N
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries N depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
81

The Series N depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series N depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series N depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series N
preferred stock to the holders of record of Series N depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series N depositary shares in proportion to thenumber of Series N depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series N depositary sharesare the same as the corresponding record dates for the Series N preferred stock.
The amounts distributed to holders of the Series N depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series N preferred stock underlying the Series N depositary shares is redeemed (i) after
September 15, 2017, in whole or in part, or (ii) prior to September 15, 2017 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series N depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series N preferred stock held by the depositary.
The redemption price per Series N depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series N preferred stock (or $25 per Series N depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series N preferred stock is redeemed after September 15, 2017, the Series N depositary shares to beredeemed will be selected pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series N preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series N
depositary shares relating to the Series N preferred stock. Each record holder of the Series N depositary shares on
the record date, which will be the same date as the record date for the Series N preferred stock, may instruct thedepositary to vote the amount of the Series N preferred stock represented by the holder’s Series N depositaryshares. To the extent possible, the depositary will vote the amount of the Series N preferred stock represented by
the Series N depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series N depositary shares representing
the Series N preferred stock, it will not vote the amount of Series N preferred stock represented by such Series N
depositary shares.
Series O Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series O, which
we refer to as our “Series O preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series O preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series
O preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series O preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
82

Dividends on shares of our Series O preferred stock are not mandatory. Holders of our Series O
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series O preferred stock. These dividends accrue at
a rate per annum equal to 5.125%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series O preferred stock to receive dividends is non-cumulative. The
Series O preferred stock was issued on November 20, 2012, and the first dividend payment date was March 15,
2013.
To the extent we declare dividends on the Series O preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series O preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series O
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series O preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series O preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series O preferred stock, in whole or in part, on any
dividend payment date on or after December 15, 2017. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series O preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
not in part, the shares of Series O preferred stock at the time outstanding prior to December 15, 2017. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries O preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series O preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series O preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series O preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series O preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series O preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series O preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our board83

of directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series O preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series O preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series O preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series O preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series O preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series O preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series O preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series O
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series O
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series O
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series O preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series O preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series O preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series O
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries O preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series O preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series O preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries O preferred stock or any class or series of Parity Stock or securities ranking junior to the Series O84

preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series O
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries O preferred stock, and holders of the Series O preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series O preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series O preferred stock will have 25 votes per share on any matter on which
holders of the Series O preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series O Depositary Shares. Each Series O depositary share issued by us represents a 1/1,000th
interest in one share of our Series O preferred stock. The shares of our Series O preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series O
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries O depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series O depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series O depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series O depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series O
preferred stock to the holders of record of Series O depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series O depositary shares in proportion to thenumber of Series O depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series O depositary sharesare the same as the corresponding record dates for the Series O preferred stock.
The amounts distributed to holders of the Series O depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series O preferred stock underlying the Series O depositary shares is redeemed (i) after
December 15, 2017, in whole or in part, or (ii) prior to December 15, 2017 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series O depositary shares will be redeemed with the85

proceeds received by the depositary from the redemption of the Series O preferred stock held by the depositary.
The redemption price per Series O depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series O preferred stock (or $25 per Series O depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series O preferred stock is redeemed after December 15, 2017, the Series O depositary shares to beredeemed will be selected pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series O preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series O
depositary shares relating to the Series O preferred stock. Each record holder of the Series O depositary shares on
the record date, which will be the same date as the record date for the Series O preferred stock, may instruct thedepositary to vote the amount of the Series O preferred stock represented by the holder’s Series O depositaryshares. To the extent possible, the depositary will vote the amount of the Series O preferred stock represented by
the Series O depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series O depositary shares representing
the Series O preferred stock, it will not vote the amount of Series O preferred stock represented by such Series O
depositary shares.
Series P Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series P, which werefer to as our “Series P preferred stock,” with no par value, ranks senior to our common stock and to any othersecurities that we may issue in the future that are expressly made junior to our Series P preferred stock, as topayment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series P
preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series P preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series P preferred stock are not mandatory. Holders of our Series P
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series P preferred stock. These dividends accrue at
a rate per annum equal to 5.25%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series P preferred stock to receive dividends is non-cumulative. The
Series P preferred stock was issued on March 22, 2013, and the first dividend payment date was June 15, 2013.
To the extent we declare dividends on the Series P preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series P preferred stock and the holders of any Parity Stock then outstanding
where the terms of such Parity Stock provide similar dividend rights. No interest will be payable in respect of any
dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series P
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series P preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series P preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series P preferred stock, in whole or in part, on any
dividend payment date on or after June 15, 2018. In addition, within 90 days of our good faith determination thata Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for the Series P86

preferred stock), we, at the option of our board of directors or any duly authorized committee of the board of
directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but not in part,the shares of Series P preferred stock at the time outstanding prior to June 15, 2018. Any redemption shall be at
the redemption price of $25,000 per share plus an amount equal to any dividends that have been declared but not
paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries P preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series P preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series P preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series P preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series P preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series P preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series P preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series P preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series P preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series P preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series P preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series P preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.

87In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series P preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series P preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series P
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series P
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series P
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series P preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series P preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series P preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series P
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries P preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series P preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series P preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries P preferred stock or any class or series of Parity Stock or securities ranking junior to the Series P preferredstock or any securities convertible into any class or series of Parity Stock (whether dividends payable in respectof such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series P preferredstock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of the Series P
preferred stock, and holders of the Series P preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series P preferred stock forthis purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such series ofpreferred stock.
Each holder of the Series P preferred stock will have 25 votes per share on any matter on which
holders of the Series P preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
88

Series P Depositary Shares. Each Series P depositary share issued by us represents a 1/1,000th
interest in one share of our Series P preferred stock. The shares of our Series P preferred stock are deposited with
Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series P
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries P depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series P depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series P depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series P depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series P
preferred stock to the holders of record of Series P depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series P depositary shares in proportion to thenumber of Series P depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series P depositary sharesare the same as the corresponding record dates for the Series P preferred stock.
The amounts distributed to holders of the Series P depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series P preferred stock underlying the Series P depositary shares is redeemed (i) after June 15,
2018, in whole or in part, or (ii) prior to June 15, 2018 in whole, but not in part, due to the occurrence of aRegulatory Capital Treatment Event, Series P depositary shares will be redeemed with the proceeds received by
the depositary from the redemption of the Series P preferred stock held by the depositary. The redemption priceper Series P depositary share will be equal to 1/1,000th of the applicable redemption price per share payable withrespect of such Series P preferred stock (or $25 per Series P depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of any undeclared dividends. If less than all the Series P
preferred stock is redeemed after June 15, 2018, the Series P depositary shares to be redeemed will be selected
pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series P preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series P
depositary shares relating to the Series P preferred stock. Each record holder of the Series P depositary shares on
the record date, which will be the same date as the record date for the Series P preferred stock, may instruct thedepositary to vote the amount of the Series P preferred stock represented by the holder’s Series P depositaryshares. To the extent possible, the depositary will vote the amount of the Series P preferred stock represented by
the Series P depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If the89

depositary does not receive specific instructions from the holders of any Series P depositary shares representing
the Series P preferred stock, it will not vote the amount of Series P preferred stock represented by such Series P
depositary shares.
Series Q Preferred Stock. Our 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series Q, which we refer to as our “Series Q preferred stock,” with no par value, ranks senior to
our common stock and to any other securities that we may issue in the future that are expressly made junior to
our Series Q preferred stock, as to payment of dividends and/or distribution of assets upon our liquidation,
dissolution or winding up. The Series Q preferred stock ranks equally with our Parity Stock (as such term isdefined in the certificate of designation for the Series Q preferred stock) as to payment of dividends anddistribution of assets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series Q preferred stock are not mandatory. Holders of our Series Q
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series Q preferred stock. From July 22, 2013 to, but
excluding, September 15, 2023 (the “Fixed Rate Period”), these dividends will accrue at a fixed rate per annum
equal to 5.85%, and from, and including, September 15, 2023 (the “Floating Rate Period”), dividends will accrue
at a rate per annum equal to three-month LIBOR plus 3.09%. These dividends are payable quarterly in arrears oneach March 15, June 15, September 15 and December 15. The right of holders of our Series Q preferred stock toreceive dividends is non-cumulative. The Series Q preferred stock was issued on July 22, 2013, and the firstdividend payment date was September 15, 2013. Wells Fargo Bank, N.A. is the calculation agent for purposes ofdetermining three-month LIBOR for dividends payable for the Floating Rate Period.
To the extent we declare dividends on the Series Q preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series Q preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series Q
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series Q preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series Q preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series Q preferred stock, in whole or in part, on any
dividend payment date on or after September 15, 2023. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series Q preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
not in part, the shares of Series Q preferred stock at the time outstanding prior to September 15, 2023. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries Q preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series Q preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series Q preferred stock as to such distribution and the rights of our depositors and other creditors.
90Holders of our Series Q preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series Q preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series Q preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series Q preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series Q preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series Q preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series Q preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series Q preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series Q preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series Q preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series Q preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series Q
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series Q
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series Q
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series Q preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series Q preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; or91Š

the consummation of a reclassification involving the Series Q preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series Q
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries Q preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series Q preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series Q preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries Q preferred stock or any class or series of Parity Stock or securities ranking junior to the Series Q
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series Q
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries Q preferred stock, and holders of the Series Q preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series Q preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series Q preferred stock will have 25 votes per share on any matter on which
holders of the Series Q preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series Q Depositary Shares. Each Series Q depositary share issued by us represents a 1/1,000th
interest in one share of our Series Q preferred stock. The shares of our Series Q preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series Q
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries Q depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series Q depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series Q depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series Q depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series Q
preferred stock to the holders of record of Series Q depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series Q depositary shares in proportion to the92number of Series Q depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series Q depositary sharesare the same as the corresponding record dates for the Series Q preferred stock.
The amounts distributed to holders of the Series Q depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series Q preferred stock underlying the Series Q depositary shares is redeemed (i) after
September 15, 2023, in whole or in part, or (ii) prior to September 15, 2023 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series Q depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series Q preferred stock held by the depositary.
The redemption price per Series Q depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series Q preferred stock (or $25 per Series Q depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series Q preferred stock is redeemed after September 15, 2023, the Series Q depositary shares to beredeemed will be selected pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series Q preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series Q
depositary shares relating to the Series Q preferred stock. Each record holder of the Series Q depositary shares on
the record date, which will be the same date as the record date for the Series Q preferred stock, may instruct thedepositary to vote the amount of the Series Q preferred stock represented by the holder’s Series Q depositaryshares. To the extent possible, the depositary will vote the amount of the Series Q preferred stock represented by
the Series Q depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series Q depositary shares representing
the Series Q preferred stock, it will not vote the amount of Series Q preferred stock represented by such Series Q
depositary shares.
Series R Preferred Stock. Our 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series R, which we refer to as our “Series R preferred stock,” with no par value, ranks senior to
our common stock and to any other securities that we may issue in the future that are expressly made junior to
our Series R preferred stock, as to payment of dividends and/or distribution of assets upon our liquidation,
dissolution or winding up. The Series R preferred stock ranks equally with our Parity Stock (as such term isdefined in the certificate of designation for the Series R preferred stock) as to payment of dividends anddistribution of assets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series R preferred stock are not mandatory. Holders of our Series R
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series R preferred stock. From December 18, 2013
to, but excluding, March 15, 2024 (the “Fixed Rate Period”), these dividends will accrue at a fixed rate perannum equal to 6.625%, and from, and including, March 15, 2024 (the “Floating Rate Period”), dividends willaccrue at a rate per annum equal to three-month LIBOR plus 3.69%. These dividends are payable quarterly inarrears on each March 15, June 15, September 15 and December 15. The right of holders of our Series R
preferred stock to receive dividends is non-cumulative. The Series R preferred stock was issued on December 18,
2013, and the first dividend payment date was March 15, 2014. Wells Fargo Bank, N.A. is the calculation agent
for purposes of determining three-month LIBOR for dividends payable for the Floating Rate Period.
93

To the extent we declare dividends on the Series R preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series R preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series R
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series R preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series R preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series R preferred stock, in whole or in part, on any
dividend payment date on or after March 15, 2024. In addition, within 90 days of our good faith determinationthat a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for theSeries R preferred stock), we, at the option of our board of directors or any duly authorized committee of theboard of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but notin part, the shares of Series R preferred stock at the time outstanding prior to March 15, 2024. Any redemption
shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that have been
declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries R preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series R preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series R preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series R preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series R preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series R preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series R preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series R preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series R preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series R preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series R preferred stock shall terminate, except as provided by law, and subject to94

revesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series R preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series R preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series R preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series R
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series R
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series R
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series R preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series R preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series R preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series R
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries R preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series R preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series R preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries R preferred stock or any class or series of Parity Stock or securities ranking junior to the Series R
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series R
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries R preferred stock, and holders of the Series R preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series R preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
95

Each holder of the Series R preferred stock will have 25 votes per share on any matter on which
holders of the Series R preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series R Depositary Shares. Each Series R depositary share issued by us represents a 1/1,000th
interest in one share of our Series R preferred stock. The shares of our Series R preferred stock are deposited with
Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series R
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries R depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series R depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series R depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series R depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series R
preferred stock to the holders of record of Series R depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series R depositary shares in proportion to thenumber of Series R depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series R depositary sharesare the same as the corresponding record dates for the Series R preferred stock.
The amounts distributed to holders of the Series R depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series R preferred stock underlying the Series R depositary shares is redeemed (i) after
March 15, 2024, in whole or in part, or (ii) prior to March 15, 2024 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series R depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series R preferred stock held by the depositary.
The redemption price per Series R depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series R preferred stock (or $25 per Series R depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series R preferred stock is redeemed after March 15, 2024, the Series R depositary shares to beredeemed will be selected pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series R preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series R
96

depositary shares relating to the Series R preferred stock. Each record holder of the Series R depositary shares on
the record date, which will be the same date as the record date for the Series R preferred stock, may instruct thedepositary to vote the amount of the Series R preferred stock represented by the holder’s Series R depositaryshares. To the extent possible, the depositary will vote the amount of the Series R preferred stock represented by
the Series R depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series R depositary shares representing
the Series R preferred stock, it will not vote the amount of Series R preferred stock represented by such Series R
depositary shares.
Series S Preferred Stock. Our 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series S, which we refer to as our “Series S preferred stock,” with no par value, ranks senior to
our common stock and to any other securities that we may issue in the future that are expressly made junior to
our Series S preferred stock, as to payment of dividends and/or distribution of assets upon our liquidation,
dissolution or winding up. The Series S preferred stock ranks equally with our Parity Stock (as such term isdefined in the certificate of designation for the Series S preferred stock) as to payment of dividends anddistribution of assets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series S preferred stock are not mandatory. Holders of our Series S
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series S preferred stock. From April 22, 2014 to,but excluding, June 15, 2024 (the “Fixed Rate Period”), these dividends will accrue at a fixed rate per annum
equal to 5.90%, and from, and including, June 15, 2024 (the “Floating Rate Period”), dividends will accrue at a
rate per annum equal to three-month LIBOR plus 3.11%. Dividends are payable semi-annually in arrears on each
June 15 and December 15, commencing December 15, 2014 and ending June 15, 2024, and quarterly in arrearson each March 15, June 15, September 15 and December 15, commencing September 15, 2024. The right ofholders of our Series S preferred stock to receive dividends is non-cumulative. The Series S preferred stock was
issued on April 22, 2014, and the first dividend payment date was December 15, 2014. Wells Fargo Securities,
LLC is the calculation agent for purposes of determining three-month LIBOR for dividends payable for the
Floating Rate Period.
To the extent we declare dividends on the Series S preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series S preferred stock and the holders of any Parity Stock then outstanding
where the terms of such Parity Stock provide similar dividend rights. No interest will be payable in respect of any
dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series S
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series S preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series S preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series S preferred stock, in whole or in part, on any
dividend payment date on or after June 15, 2024. In addition, within 90 days of our good faith determination thata Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for the Series S
preferred stock), we, at the option of our board of directors or any duly authorized committee of the board of
directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but not in part,the shares of Series S preferred stock at the time outstanding prior to June 15, 2024. Any redemption shall be at
the redemption price of $25,000 per share plus an amount equal to any dividends that have been declared but not
paid to the redemption date without accumulation of any undeclared dividends.
97

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries S preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series S preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series S preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series S preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series S preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series S preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least three semi-annual
dividend periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series S
preferred stock, voting together as a class with holders of Voting Parity Stock whose voting rights are
exercisable, will be entitled to vote for the election of two additional directors of our board of directors at our
next annual meeting of stockholders and at each subsequent meeting of stockholders, by a plurality of votes cast;provided that our board of directors shall at no time include more than two such directors and including, forpurposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to electpursuant to like voting rights. Upon the vesting of such right of such holders, the maximum authorized number ofmembers of our board of directors shall automatically be increased by two and the two vacancies so created shallbe filled by vote of the holders of the outstanding Series S preferred stock (together with the holders of shares ofany one or more other series of Voting Parity Stock). At elections for such directors, each holder of Series S
preferred stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of
Voting Parity Stock being entitled to such number of votes, if any, for each share of such stock as may be granted
to them). The right of the holders of the Series S preferred stock (voting together as a class with the holders ofshares of any one or more other series of Voting Parity Stock) to elect such directors shall continue until suchtime as we have paid in full dividends for the equivalent of at least two semi-annual dividend periods or theirequivalent, at which time such right with respect to the Series S preferred stock shall terminate, except asprovided by law, and subject to revesting in the event of each and every subsequent nonpayment of dividends.
Upon any termination of the right of the holders of all shares of Series S preferred stock and Voting Parity Stockto vote for directors, the term of office of all such directors then in office elected by only those holders voting asa class shall terminate immediately. Whenever the term of office of the directors elected by such holders voting
as a class shall end and the special voting powers vested in such holders shall have expired, the number of
directors shall be such number as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series S preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series S preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 662/3% in voting power of all such outstanding Series S
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series S
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series S
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series S preferred stock;98Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series S preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series S preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series S
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries S preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series S preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series S preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries S preferred stock or any class or series of Parity Stock or securities ranking junior to the Series S preferredstock or any securities convertible into any class or series of Parity Stock (whether dividends payable in respectof such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series S preferredstock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of the Series S
preferred stock, and holders of the Series S preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series S preferred stock forthis purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such series ofpreferred stock.
Each holder of the Series S preferred stock will have 25 votes per share on any matter on which
holders of the Series S preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series S Depositary Shares. Each Series S depositary share issued by us represents a 1/25th interest in
one share of our Series S preferred stock. The shares of our Series S preferred stock are deposited with Equiniti
Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series S depositaryshares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries S depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series S depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series S depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series S depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
99

The depositary will distribute all cash dividends or other cash distributions received on the Series S
preferred stock to the holders of record of Series S depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series S depositary shares in proportion to thenumber of Series S depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series S depositary sharesare the same as the corresponding record dates for the Series S preferred stock.
The amounts distributed to holders of the Series S depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series S preferred stock underlying the Series S depositary shares is redeemed (i) after June 15,2024, in whole or in part, or (ii) prior to June 15, 2024 in whole, but not in part, due to the occurrence of aRegulatory Capital Treatment Event, Series S depositary shares will be redeemed with the proceeds received by
the depositary from the redemption of the Series S preferred stock held by the depositary. The redemption priceper Series S depositary share will be equal to 1/25th of the applicable redemption price per share payable withrespect of such Series S preferred stock (or $1,000 per Series S depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of any undeclared dividends. If less than all the Series S
preferred stock is redeemed after June 15, 2024, the Series S depositary shares to be redeemed will be selected
pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series S preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series S
depositary shares relating to the Series S preferred stock. Each record holder of the Series S depositary shares on
the record date, which will be the same date as the record date for the Series S preferred stock, may instruct thedepositary to vote the amount of the Series S preferred stock represented by the holder’s Series S depositaryshares. To the extent possible, the depositary will vote the amount of the Series S preferred stock represented by
the Series S depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series S depositary shares representing
the Series S preferred stock, it will not vote the amount of Series S preferred stock represented by such Series S
depositary shares.
Series T Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series T, which werefer to as our “Series T preferred stock,” with no par value, ranks senior to our common stock and to any othersecurities that we may issue in the future that are expressly made junior to our Series T preferred stock, as topayment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series T
preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series T preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series T preferred stock are not mandatory. Holders of our Series T
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series T preferred stock. These dividends accrue at
a rate per annum equal to 6.00%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series T preferred stock to receive dividends is non-cumulative. The
100

Series T preferred stock was issued on July 21, 2014, and the first dividend payment date was September 15,
2014.
To the extent we declare dividends on the Series T preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series T preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series T
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series T preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series T preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series T preferred stock, in whole or in part, on any
dividend payment date on or after September 15, 2019. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series T preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
not in part, the shares of Series T preferred stock at the time outstanding prior to September 15, 2019. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries T preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series T preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series T preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series T preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series T preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series T preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series T preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series T preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series T preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series T preferred stock (voting together as a class with the holders of shares of any one or more101

other series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series T preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series T preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series T preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series T preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding Series T
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series T
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series T
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series T preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series T preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series T preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series T
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries T preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series T preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series T preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries T preferred stock or any class or series of Parity Stock or securities ranking junior to the Series T preferredstock or any securities convertible into any class or series of Parity Stock (whether dividends payable in respectof such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series T preferredstock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of the Series T
preferred stock, and holders of the Series T preferred stock shall have no right to vote thereon.
102

If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series T preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series T preferred stock will have 25 votes per share on any matter on which
holders of the Series T preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series T Depositary Shares. Each Series T depositary share issued by us represents a 1/1,000th
interest in one share of our Series T preferred stock. The shares of our Series T preferred stock are deposited with
Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series T
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries T depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series T depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series T depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series T depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series T
preferred stock to the holders of record of Series T depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series T depositary shares in proportion to thenumber of Series T depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series T depositary sharesare the same as the corresponding record dates for the Series T preferred stock.
The amounts distributed to holders of the Series T depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series T preferred stock underlying the Series T depositary shares is redeemed (i) after
September 15, 2019, in whole or in part, or (ii) prior to September 15, 2019 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series T depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series T preferred stock held by the depositary.
The redemption price per Series T depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series T preferred stock (or $25 per Series T depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series T preferred stock is redeemed after September 15, 2019, the Series T depositary shares to beredeemed will be selected pro rata, or in any other manner consistent with the rules and policies of the NYSE as
the depositary may determine to be fair and equitable.
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When the depositary receives notice of any meeting at which the holders of the Series T preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series T
depositary shares relating to the Series T preferred stock. Each record holder of the Series T depositary shares on
the record date, which will be the same date as the record date for the Series T preferred stock, may instruct thedepositary to vote the amount of the Series T preferred stock represented by the holder’s Series T depositaryshares. To the extent possible, the depositary will vote the amount of the Series T preferred stock represented by
the Series T depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series T depositary shares representing
the Series T preferred stock, it will not vote the amount of Series T preferred stock represented by such Series T
depositary shares.
Series U Preferred Stock. Our 5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A
Preferred Stock, Series U, which we refer to as our “Series U preferred stock,” with no par value, ranks senior to
our common stock and to any other securities that we may issue in the future that are expressly made junior to
our Series U preferred stock, as to payment of dividends and/or distribution of assets upon our liquidation,
dissolution or winding up. The Series U preferred stock ranks equally with our Parity Stock (as such term isdefined in the certificate of designation for the Series U preferred stock) as to payment of dividends anddistribution of assets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series U preferred stock are not mandatory. Holders of our Series U
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series U preferred stock. From January 23, 2015 to,but excluding, June 15, 2025 (the “Fixed Rate Period”), these dividends will accrue at a fixed rate per annum
equal to 5.875%, and from, and including, June 15, 2025 (the “Floating Rate Period”), dividends will accrue at a
rate per annum equal to three- month LIBOR plus 3.99%. Dividends are payable semi-annually in arrears on each
June 15 and December 15, commencing June 15, 2015 and ending June 15, 2025, and quarterly in arrears on each
March 15, June 15, September 15 and December 15, commencing September 15, 2025. The right of holders of
our Series U preferred stock to receive dividends is non-cumulative. The Series U preferred stock was issued on
January 23, 2015, and the first dividend payment date was June 15, 2015. Wells Fargo Securities, LLC is thecalculation agent for purposes of determining three-month LIBOR for dividends payable for the Floating Rate
Period.
To the extent we declare dividends on the Series U preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series U preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series U
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series U preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series U preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series U preferred stock, in whole or in part, on any
dividend payment date on or after June 15, 2025. In addition, within 90 days of our good faith determination thata Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for the Series U
preferred stock), we, at the option of our board of directors or any duly authorized committee of the board of104

directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but not in part,the shares of Series U preferred stock at the time outstanding prior to June 15, 2025. Any redemption shall be at
the redemption price of $25,000 per share plus an amount equal to any dividends that have been declared but not
paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries U preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series U preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series U preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series U preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series U preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series U preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least three semi-annual
dividend periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series U
preferred stock, voting together as a class with holders of Voting Parity Stock whose voting rights are
exercisable, will be entitled to vote for the election of two additional directors of our board of directors at our
next annual meeting of stockholders and at each subsequent meeting of stockholders, by a plurality of votes cast;provided that our board of directors shall at no time include more than two such directors and including, forpurposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to electpursuant to like voting rights. Upon the vesting of such right of such holders, the maximum authorized number ofmembers of our board of directors shall automatically be increased by two and the two vacancies so created shallbe filled by vote of the holders of the outstanding Series U preferred stock (together with the holders of shares ofany one or more other series of Voting Parity Stock). At elections for such directors, each holder of Series U
preferred stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of
Voting Parity Stock being entitled to such number of votes, if any, for each share of such stock as may be granted
to them). The right of the holders of the Series U preferred stock (voting together as a class with the holders ofshares of any one or more other series of Voting Parity Stock) to elect such directors shall continue until suchtime as we have paid in full dividends for the equivalent of at least two semi-annual dividend periods or theirequivalent, at which time such right with respect to the Series U preferred stock shall terminate, except asprovided by law, and subject to revesting in the event of each and every subsequent nonpayment of dividends.
Upon any termination of the right of the holders of all shares of Series U preferred stock and Voting Parity Stockto vote for directors, the term of office of all such directors then in office elected by only those holders voting asa class shall terminate immediately. Whenever the term of office of the directors elected by such holders voting
as a class shall end and the special voting powers vested in such holders shall have expired, the number of
directors shall be such number as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series U preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series U preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series U
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series U
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;105

Š

any amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series U
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series U preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series U preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series U preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series U
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries U preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series U preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series U preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries U preferred stock or any class or series of Parity Stock or securities ranking junior to the Series U
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series U
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries U preferred stock, and holders of the Series U preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series U preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series U preferred stock will have 25 votes per share on any matter on which
holders of the Series U preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series U Depositary Shares. Each Series U depositary share issued by us represents a 1/25th interestin one share of our Series U preferred stock. The shares of our Series U preferred stock are deposited with
Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series U
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries U depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
106

The Series U depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series U depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series U depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series U
preferred stock to the holders of record of Series U depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series U depositary shares in proportion to thenumber of Series U depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series U depositary sharesare the same as the corresponding record dates for the Series U preferred stock.
The amounts distributed to holders of the Series U depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series U preferred stock underlying the Series U depositary shares is redeemed (i) after June 15,2025, in whole or in part, or (ii) prior to June 15, 2025 in whole, but not in part, due to the occurrence of aRegulatory Capital Treatment Event, Series U depositary shares will be redeemed with the proceeds received by
the depositary from the redemption of the Series U preferred stock held by the depositary. The redemption priceper Series U depositary share will be equal to 1/25th of the applicable redemption price per share payable withrespect of such Series U preferred stock (or $1,000 per Series U depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of any undeclared dividends. If less than all the Series U
preferred stock is redeemed after June 15, 2025, the Series U depositary shares to be redeemed will be selected
pro rata, or in any other manner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series U preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series U
depositary shares relating to the Series U preferred stock. Each record holder of the Series U depositary shares on
the record date, which will be the same date as the record date for the Series U preferred stock, may instruct thedepositary to vote the amount of the Series U preferred stock represented by the holder’s Series U depositaryshares. To the extent possible, the depositary will vote the amount of the Series U preferred stock represented by
the Series U depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series U depositary shares representing
the Series U preferred stock, it will not vote the amount of Series U preferred stock represented by such Series U
depositary shares.
Series V Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series V, which
we refer to as our “Series V preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series V preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series
V preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series V preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
107

Dividends on shares of our Series V preferred stock are not mandatory. Holders of our Series V
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series V preferred stock. These dividends accrue at
a rate per annum equal to 6.00%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series V preferred stock to receive dividends is non-cumulative. The
Series V preferred stock was issued on September 15, 2015, and the first dividend payment date was
December 15, 2015.
To the extent we declare dividends on the Series V preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series V preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series V
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series V preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series V preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series V preferred stock, in whole or in part, on any
dividend payment date on or after December 15, 2020. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series V preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
not in part, the shares of Series V preferred stock at the time outstanding prior to December 15, 2020. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries V preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series V preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series V preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series V preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series V preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series V preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series V preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our board108

of directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series V preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series V preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series V preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series V preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series V preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series V preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series V preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series V
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series V
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series V
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series V preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series V preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series V preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series V
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries V preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series V preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series V preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries V preferred stock or any class or series of Parity Stock or securities ranking junior to the Series V
109

preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series V
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries V preferred stock, and holders of the Series V preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series V preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series V preferred stock will have 25 votes per share on any matter on which
holders of the Series V preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series V Depositary Shares. Each Series V depositary share issued by us represents a 1/1,000th
interest in one share of our Series V preferred stock. The shares of our Series V preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series V
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries V depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series V depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series V depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series V depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series V
preferred stock to the holders of record of Series V depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series V depositary shares in proportion to thenumber of Series V depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series V depositary sharesare the same as the corresponding record dates for the Series V preferred stock.
The amounts distributed to holders of the Series V depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series V preferred stock underlying the Series V depositary shares is redeemed (i) after
December 15, 2020, in whole or in part, or (ii) prior to December 15, 2020 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series V depositary shares will be redeemed with the110proceeds received by the depositary from the redemption of the Series V preferred stock held by the depositary.
The redemption price per Series V depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series V preferred stock (or $25 per Series V depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series V preferred stock is redeemed after December 15, 2020, the Series V depositary shares to beredeemed will be selected pro rata, or in such other manner consistent with the rules and policies of the NYSE as
the depositary may determine to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series V preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series V
depositary shares relating to the Series V preferred stock. Each record holder of the Series V depositary shares on
the record date, which will be the same date as the record date for the Series V preferred stock, may instruct thedepositary to vote the amount of the Series V preferred stock represented by the holder’s Series V depositaryshares. To the extent possible, the depositary will vote the amount of the Series V preferred stock represented by
the Series V depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series V depositary shares representing
the Series V preferred stock, it will not vote the amount of Series V preferred stock represented by such Series V
depositary shares.
Series W Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series W, which
we refer to as our “Series W preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series W preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series
W preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series W preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series W preferred stock are not mandatory. Holders of our Series W
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series W preferred stock. These dividends accrue at
a rate per annum equal to 5.70%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series W preferred stock to receive dividends is non-cumulative. The
Series W preferred stock was issued on January 29, 2016, and the first dividend payment date was March 15,
2016.
To the extent we declare dividends on the Series W preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series W preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series W
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series W preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series W preferred stock have been
declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series W preferred stock, in whole or in part, on any
111dividend payment date on or after March 15, 2021. In addition, within 90 days of our good faith determinationthat a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for theSeries W preferred stock), we, at the option of our board of directors or any duly authorized committee of theboard of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but notin part, the shares of Series W preferred stock at the time outstanding prior to March 15, 2021. Any redemption
shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that have been
declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries W preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series W preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series W preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series W preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series W preferred stock or any class or series of
Voting Parity Stock (as such term is defined in the certificate of designation for the Series W preferred stock)
have not been declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly
dividend periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series W
preferred stock, voting together as a class with holders of Voting Parity Stock whose voting rights are
exercisable, will be entitled to vote for the election of two additional directors of our board of directors at our
next annual meeting of stockholders and at each subsequent meeting of stockholders, by a plurality of votes cast;provided that our board of directors shall at no time include more than two such directors and including, forpurposes of this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to electpursuant to like voting rights. Upon the vesting of such right of such holders, the maximum authorized number ofmembers of our board of directors shall automatically be increased by two and the two vacancies so created shallbe filled by vote of the holders of the outstanding Series W preferred stock (together with the holders of shares ofany one or more other series of Voting Parity Stock). At elections for such directors, each holder of Series W
preferred stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of
Voting Parity Stock being entitled to such number of votes, if any, for each share of such stock as may be granted
to them). The right of the holders of the Series W preferred stock (voting together as a class with the holders ofshares of any one or more other series of Voting Parity Stock) to elect such directors shall continue until suchtime as we have paid in full dividends for the equivalent of at least four quarterly dividend periods or theirequivalent, at which time such right with respect to the Series W preferred stock shall terminate, except asprovided by law, and subject to revesting in the event of each and every subsequent nonpayment of dividends.
Upon any termination of the right of the holders of all shares of Series W preferred stock and Voting Parity Stockto vote for directors, the term of office of all such directors then in office elected by only those holders voting asa class shall terminate immediately. Whenever the term of office of the directors elected by such holders voting
as a class shall end and the special voting powers vested in such holders shall have expired, the number of
directors shall be such number as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series W preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series W preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series W
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either in112

writing without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series
W preferred stock with respect to either the payment of dividends or the distribution of assets
in the event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series W
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series W preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series W preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series W preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series W
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries W preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series W preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series W preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries W preferred stock or any class or series of Parity Stock or securities ranking junior to the Series W
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series W
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries W preferred stock, and holders of the Series W preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series W preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series W preferred stock will have 25 votes per share on any matter on which
holders of the Series W preferred stock are entitled to vote, whether separately or together with any other seriesof our stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any,for each share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series W Depositary Shares. Each Series W depositary share issued by us represents a 1/1,000th
interest in one share of our Series W preferred stock. The shares of our Series W preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series W
depositary shares, which are evidenced by depositary receipts.
113Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to theSeries W depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series W depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series W depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series W depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series W
preferred stock to the holders of record of Series W depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series W depositary shares in proportion to thenumber of Series W depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series W depositary sharesare the same as the corresponding record dates for the Series W preferred stock.
The amounts distributed to holders of the Series W depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series W preferred stock underlying the Series W depositary shares is redeemed (i) after
March 15, 2021, in whole or in part, or (ii) prior to March 15, 2021 in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series W depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series W preferred stock held by the depositary.
The redemption price per Series W depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series W preferred stock (or $25 per Series W depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series W preferred stock is redeemed after March 15, 2021, the Series W depositary shares to beredeemed will be selected pro rata, or in any other manner consistent with the rules and policies of the NYSE as
the depositary may determine to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series W preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series W
depositary shares relating to the Series W preferred stock. Each record holder of the Series W depositary shareson the record date, which will be the same date as the record date for the Series W preferred stock, may instruct
the depositary to vote the amount of the Series W preferred stock represented by the holder’s Series W depositaryshares. To the extent possible, the depositary will vote the amount of the Series W preferred stock represented by
the Series W depositary shares in accordance with the instructions it receives. We will agree to take allreasonable actions that the depositary determines are necessary to enable the depositary to vote as instructed. If
the depositary does not receive specific instructions from the holders of any Series W depositary shares
representing the Series W preferred stock, it will not vote the amount of Series W preferred stock represented bysuch Series W depositary shares.
114Series X Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series X, which
we refer to as our “Series X preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series X preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series
X preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series X preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series X preferred stock are not mandatory. Holders of our Series X
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series X preferred stock. These dividends accrue at
a rate per annum equal to 5.50%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series X preferred stock to receive dividends is non-cumulative. The
Series X preferred stock was issued on June 15, 2016, and the first dividend payment date was September 15,
2016.
To the extent we declare dividends on the Series X preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series X preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series X
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series X preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series X preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series X preferred stock, in whole or in part, on any
dividend payment date on or after September 15, 2021. In addition, within 90 days of our good faith
determination that a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation
for the Series X preferred stock), we, at the option of our board of directors or any duly authorized committee ofthe board of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but
not in part, the shares of Series X preferred stock at the time outstanding prior to September 15, 2021. Any
redemption shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that havebeen declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries X preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series X preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series X preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series X preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series X preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series X preferred stock) have not115been declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series X preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series X preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series X preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series X preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series X preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series X preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series X preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series X preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series X
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series X
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series X
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series X preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series X preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series X preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series X
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries X preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
116into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series X preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series X preferred stock, taken as awhole;
provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries X preferred stock or any class or series of Parity Stock or securities ranking junior to the Series X
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series X
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries X preferred stock, and holders of the Series X preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series X preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series X preferred stock will have 25 votes per share on any matter on which
holders of the Series X preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series X Depositary Shares. Each Series X depositary share issued by us represents a 1/1,000th
interest in one share of our Series X preferred stock. The shares of our Series X preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series X
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to the Series
X depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series X depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series X depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series X depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series X
preferred stock to the holders of record of Series X depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series X depositary shares in proportion to thenumber of Series X depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
117

Record dates for the payment of dividends and other matters relating to the Series X depositary sharesare the same as the corresponding record dates for the Series X preferred stock.
The amounts distributed to holders of the Series X depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series X preferred stock underlying the Series X depositary shares is redeemed (i) after
September 15, 2021, in whole or in part, or (ii) prior to September 15, 2021, in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series X depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series X preferred stock held by the depositary.
The redemption price per Series X depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series X preferred stock (or $25 per Series X depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series X preferred stock is redeemed after September 15, 2021, the Series X depositary shares to beredeemed will be selected pro rata, or in any other manner consistent with the rules and policies of the NYSE as
the depositary may determine to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series X preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series X
depositary shares relating to the Series X preferred stock. Each record holder of the Series X depositary shares on
the record date, which will be the same date as the record date for the Series X preferred stock, may instruct thedepositary to vote the amount of the Series X preferred stock represented by the holder’s Series X depositaryshares. To the extent possible, the depositary will vote the amount of the Series X preferred stock represented by
the Series X depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series X depositary shares representing
the Series X preferred stock, it will not vote the amount of Series X preferred stock represented by such Series X
depositary shares.
Series Y Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series Y, which
we refer to as our “Series Y preferred stock,” with no par value, ranks senior to our common stock and to any
other securities that we may issue in the future that are expressly made junior to our Series Y preferred stock, as
to payment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series
Y preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series Y preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series Y preferred stock are not mandatory. Holders of our Series Y
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series Y preferred stock. These dividends accrue at
a rate per annum equal to 5.625%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series Y preferred stock to receive dividends is non-cumulative. The
Series Y preferred stock was issued on April 24, 2017, and the first dividend payment date was June 15, 2017.
To the extent we declare dividends on the Series Y preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series Y preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
118

We cannot pay dividends on our common stock or other securities ranking junior to the Series Y
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series Y preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series Y preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series Y preferred stock, in whole or in part, on any
dividend payment date on or after June 15, 2022. In addition, within 90 days of our good faith determination thata Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for the Series Y
preferred stock), we, at the option of our board of directors or any duly authorized committee of the board of
directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but not in part,the shares of Series Y preferred stock at the time outstanding prior to June 15, 2022. Any redemption shall be at
the redemption price of $25,000 per share plus an amount equal to any dividends that have been declared but not
paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries Y preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series Y preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series Y preferred stock as to such distribution and the rights of our depositors and other creditors.
Holders of our Series Y preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series Y preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series Y preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series Y preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series Y preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series Y preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series Y preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series Y preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series Y preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
119In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series Y preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series Y preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series Y
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series Y
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series Y
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series Y preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series Y preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; orŠthe consummation of a reclassification involving the Series Y preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series Y
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries Y preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series Y preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series Y preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries Y preferred stock or any class or series of Parity Stock or securities ranking junior to the Series Y
preferred stock or any securities convertible into any class or series of Parity Stock (whether dividends payable inrespect of such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series Y
preferred stock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of theSeries Y preferred stock, and holders of the Series Y preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series Y preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series Y preferred stock will have 25 votes per share on any matter on which
holders of the Series Y preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
120

Series Y Depositary Shares. Each Series Y depositary share issued by us represents a 1/1,000th
interest in one share of our Series Y preferred stock. The shares of our Series Y preferred stock are deposited
with Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series Y
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to the Series
Y depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series Y depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series Y depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series Y depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series Y
preferred stock to the holders of record of Series Y depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series Y depositary shares in proportion to thenumber of Series Y depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series Y depositary sharesare the same as the corresponding record dates for the Series Y preferred stock.
The amounts distributed to holders of the Series Y depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series Y preferred stock underlying the Series Y depositary shares is redeemed (i) after June 15,2022, in whole or in part, or (ii) prior to June 15, 2022, in whole, but not in part, due to the occurrence of aRegulatory Capital Treatment Event, Series Y depositary shares will be redeemed with the proceeds received by
the depositary from the redemption of the Series Y preferred stock held by the depositary. The redemption priceper Series Y depositary share will be equal to 1/1,000th of the applicable redemption price per share payable withrespect of such Series Y preferred stock (or $25 per Series Y depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of any undeclared dividends. If less than all the Series Y
preferred stock is redeemed after June 15, 2022, the Series Y depositary shares to be redeemed will be selected
pro rata, or in any other manner consistent with the rules and policies of the NYSE as the depositary may
determine to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series Y preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series Y
depositary shares relating to the Series Y preferred stock. Each record holder of the Series Y depositary shares on
the record date, which will be the same date as the record date for the Series Y preferred stock, may instruct thedepositary to vote the amount of the Series Y preferred stock represented by the holder’s Series Y depositaryshares. To the extent possible, the depositary will vote the amount of the Series Y preferred stock represented by
the Series Y depositary shares in accordance with the instructions it receives. We will agree to take all reasonable121actions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series Y depositary shares representing
the Series Y preferred stock, it will not vote the amount of Series Y preferred stock represented by such Series Y
depositary shares.
Series Z Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock, Series Z, which werefer to as our “Series Z preferred stock,” with no par value, ranks senior to our common stock and to any othersecurities that we may issue in the future that are expressly made junior to our Series Z preferred stock, as topayment of dividends and/or distribution of assets upon our liquidation, dissolution or winding up. The Series Z
preferred stock ranks equally with our Parity Stock (as such term is defined in the certificate of designation for
the Series Z preferred stock) as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding up.
Dividends on shares of our Series Z preferred stock are not mandatory. Holders of our Series Z
preferred stock are entitled to receive, when, as and if declared by our board of directors or any duly authorizedcommittee of our board of directors out of legally available assets, non-cumulative cash dividends on theliquidation preference amount, which is $25,000 per share of Series Z preferred stock. These dividends accrue at
a rate per annum equal to 4.75%, payable quarterly in arrears on each March 15, June 15, September 15 andDecember 15. The right of holders of our Series Z preferred stock to receive dividends is non-cumulative. The
Series Z preferred stock was issued on January 27, 2020, and the first dividend payment date will be March 15,
2020.
To the extent we declare dividends on the Series Z preferred stock and on any other Parity Stock but
cannot make full payment of those declared dividends, we will allocate the dividend payments on a proportional
basis among the holders of shares of Series Z preferred stock and the holders of any Parity Stock thenoutstanding where the terms of such Parity Stock provide similar dividend rights. No interest will be payable inrespect of any dividend payment that may be in arrears.
We cannot pay dividends on our common stock or other securities ranking junior to the Series Z
preferred stock or repurchase, redeem or otherwise acquire for consideration shares of our common stock, othersecurities ranking junior to the Series Z preferred stock or Parity Stock, subject to certain exceptions, unless thefull dividends for the then-current period on all outstanding shares of Series Z preferred stock have been declaredand paid or declared and a sum sufficient for the payment of those dividends has been set aside.
We, at the option of our board of directors or any duly authorized committee of our board of directors,
may redeem, subject to the prior approval of the FRB, the Series Z preferred stock, in whole or in part, on any
dividend payment date on or after March 15, 2025. In addition, within 90 days of our good faith determinationthat a Regulatory Capital Treatment Event (as such term is defined in the certificate of designation for theSeries Z preferred stock), we, at the option of our board of directors or any duly authorized committee of theboard of directors, may, subject to approval of the appropriate federal banking agency, redeem in whole, but notin part, the shares of Series Z preferred stock at the time outstanding prior to March 15, 2025. Any redemption
shall be at the redemption price of $25,000 per share plus an amount equal to any dividends that have been
declared but not paid to the redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of ourSeries Z preferred stock are entitled to receive a liquidating distribution in the amount of $25,000 per share, plus
an amount equal to any dividends that have been declared but not yet paid, without accumulation of any
undeclared dividends, to the date of liquidation, out of our assets legally available for distribution to ourstockholders, before any distribution is made to holders of our common stock or any securities ranking junior to
the Series Z preferred stock and subject to the rights of the holders of Parity Stock or any of our stock ranking
senior to the Series Z preferred stock as to such distribution and the rights of our depositors and other creditors.
122

Holders of our Series Z preferred stock do not have any voting rights and are not entitled to elect any
directors, except as required by law and except for the voting rights provided for below.
Whenever dividends payable on any shares of Series Z preferred stock or any class or series of Voting
Parity Stock (as such term is defined in the certificate of designation for the Series Z preferred stock) have notbeen declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly dividend
periods or their equivalent, whether or not for consecutive dividend periods, the holders of our Series Z preferredstock, voting together as a class with holders of Voting Parity Stock whose voting rights are exercisable, will beentitled to vote for the election of two additional directors of our board of directors at our next annual meeting ofstockholders and at each subsequent meeting of stockholders, by a plurality of votes cast; provided that our boardof directors shall at no time include more than two such directors and including, for purposes of this limitation,
all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting
rights. Upon the vesting of such right of such holders, the maximum authorized number of members of our boardof directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of theholders of the outstanding Series Z preferred stock (together with the holders of shares of any one or more otherseries of Voting Parity Stock). At elections for such directors, each holder of Series Z preferred stock shall beentitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being
entitled to such number of votes, if any, for each share of such stock as may be granted to them). The right of theholders of the Series Z preferred stock (voting together as a class with the holders of shares of any one or moreother series of Voting Parity Stock) to elect such directors shall continue until such time as we have paid in full
dividends for the equivalent of at least four quarterly dividend periods or their equivalent, at which time suchright with respect to the Series Z preferred stock shall terminate, except as provided by law, and subject torevesting in the event of each and every subsequent nonpayment of dividends. Upon any termination of the rightof the holders of all shares of Series Z preferred stock and Voting Parity Stock to vote for directors, the term ofoffice of all such directors then in office elected by only those holders voting as a class shall terminate
immediately. Whenever the term of office of the directors elected by such holders voting as a class shall end andthe special voting powers vested in such holders shall have expired, the number of directors shall be such number
as may be provided for in our by-laws.
In addition to any other vote required by law or our restated certificate of incorporation, as amended,
so long as any shares of our Series Z preferred stock are outstanding, the vote or consent of the holders of theoutstanding shares of our Series Z preferred stock and outstanding shares of all other series of Voting Parity
Stock entitled to vote on the matter, by a vote of at least 66 2⁄ 3% in voting power of all such outstanding Series Z
preferred stock and such Voting Parity stock, voting together as a class, given in person or by proxy, either inwriting without a meeting or at any meeting called for the purpose, will be necessary to permit, effect or validate
any one or more of the following actions, whether or not such approval is required by Delaware law:Šthe issuance of any series of preferred stock or preference stock ranking senior to the Series Z
preferred stock with respect to either the payment of dividends or the distribution of assets inthe event of any voluntary or involuntary liquidation, dissolution or winding up;

Šany amendment, alteration or repeal of any provision of our restated certificate ofincorporation, as amended (including the certificate of designation relating to the Series Z
preferred stock) or our by-laws that would adversely affect the rights, preferences, privilegesor voting powers of the Series Z preferred stock;Š

any amendment or alteration of our restated certificate of incorporation, as amended, orby-laws to authorize, create or increase the authorized amount of, any shares of, or any
securities convertible into shares of, any class or series of our capital stock ranking senior to
the Series Z preferred stock with respect to either payment of dividends or the distribution ofassets in the event of any voluntary or involuntary liquidation, dissolution or winding up; or123Š

the consummation of a reclassification involving the Series Z preferred stock or a merger orconsolidation with another corporation or other entity, except holders of the Series Z
preferred stock will have no right to vote under this provision if in each case (i) the shares ofSeries Z preferred stock remain outstanding or, in the case of any such merger orconsolidation with respect to which we are not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting entity or its ultimate
parent, and (ii) such shares of Series Z preferred stock remaining outstanding or suchpreference securities, as the case may be, have such rights, preferences, privileges and voting
powers, taken as a whole, as are not materially less favorable to the holders thereof than therights, preferences, privileges and voting powers of the Series Z preferred stock, taken as awhole;

provided, however, that any authorization, creation or increase in the authorized amount of or issuance of ourSeries Z preferred stock or any class or series of Parity Stock or securities ranking junior to the Series Z preferredstock or any securities convertible into any class or series of Parity Stock (whether dividends payable in respectof such Parity Stock are cumulative or non-cumulative) or securities ranking junior to the Series Z preferredstock will be deemed not to adversely affect the rights, preferences, privileges or voting powers of the Series Z
preferred stock, and holders of the Series Z preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, reclassification, merger or consolidation described above would
adversely affect one or more but not all series of voting preferred stock (including the Series Z preferred stock
for this purpose), then only those series affected and entitled to vote shall vote as a class in lieu of all such seriesof preferred stock.
Each holder of the Series Z preferred stock will have 25 votes per share on any matter on which
holders of the Series Z preferred stock are entitled to vote, whether separately or together with any other series ofour stock (the holders of any shares of any other series of stock being entitled to such number of votes, if any, foreach share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by writtenconsent.
Series Z Depositary Shares. Each Series Z depositary share issued by us represents a 1/1,000th
interest in one share of our Series Z preferred stock. The shares of our Series Z preferred stock are deposited with
Equiniti Trust Company, as depositary. Pursuant to the deposit agreement, the depositary issued Series Z
depositary shares, which are evidenced by depositary receipts.
Equiniti Trust Company acts as transfer agent and registrar and paying agent with respect to the Series
Z depositary shares.
The depositary’s office at which the depositary receipts are administered is located at Equiniti Trust
Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series Z depositary shares were issued in book-entry form through DTC. This means that actual
depositary receipts will not be issued, except in limited circumstances. This means that the Series Z depositaryshares will be in the form of a single global depositary receipt deposited with a DTC nominee. Each beneficial
holder must rely on the procedures of DTC and if the Series Z depositary shares are held through a broker or
financial institution nominee, the beneficial holder must rely on the procedures of such broker or financial
institution to assert the rights of a depositary receipt holder described in this section.
The depositary will distribute all cash dividends or other cash distributions received on the Series Z
preferred stock to the holders of record of Series Z depositary shares in proportion to the numbers of suchdepositary shares owned by each holder. In the event of a distribution other than in cash, the depositary will
distribute property received by it to the holders of record of the Series Z depositary shares in proportion to the124number of Series Z depositary shares held by each holder, unless the depositary determines that it is not feasible
to make such distribution, in which case the depositary may, with our approval, adopt a method of distributionthat it deems practicable, including the sale of such property and distribution of the net proceeds from such saleto such holders.
Record dates for the payment of dividends and other matters relating to the Series Z depositary sharesare the same as the corresponding record dates for the Series Z preferred stock.
The amounts distributed to holders of the Series Z depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
If the Series Z preferred stock underlying the Series Z depositary shares is redeemed (i) after
March 15, 2025, in whole or in part, or (ii) prior to March 15, 2025, in whole, but not in part, due to theoccurrence of a Regulatory Capital Treatment Event, Series Z depositary shares will be redeemed with theproceeds received by the depositary from the redemption of the Series Z preferred stock held by the depositary.
The redemption price per Series Z depositary share will be equal to 1/1,000th of the applicable redemption priceper share payable with respect of such Series Z preferred stock (or $25 per Series Z depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. If lessthan all the Series Z preferred stock is redeemed after March 15, 2025, the Series Z depositary shares to beredeemed will be selected pro rata, or in any other manner consistent with the rules and policies of the NYSE as
the depositary may determine to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of the Series Z preferredstock are entitled to vote, the depositary will mail, or otherwise transmit by an authorized method, theinformation contained in the notice and any accompanying proxy material to the record holders of the Series Z
depositary shares relating to the Series Z preferred stock. Each record holder of the Series Z depositary shares on
the record date, which will be the same date as the record date for the Series Z preferred stock, may instruct thedepositary to vote the amount of the Series Z preferred stock represented by the holder’s Series Z depositaryshares. To the extent possible, the depositary will vote the amount of the Series Z preferred stock represented by
the Series Z depositary shares in accordance with the instructions it receives. We will agree to take all reasonableactions that the depositary determines are necessary to enable the depositary to vote as instructed. If thedepositary does not receive specific instructions from the holders of any Series Z depositary shares representing
the Series Z preferred stock, it will not vote the amount of Series Z preferred stock represented by such Series Z
depositary shares.

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DESCRIPTION OF DEPOSITARY SHARESThis section describes the general terms and provisions of the depositary shares. The prospectus
supplement will describe the specific terms of the depositary shares offered through that prospectus supplement
and any general terms outlined in this section that will not apply to those depositary shares.
We have summarized the material terms and provisions of the deposit agreement, the depositaryshares and the depositary receipts in this section. We have also filed the form of deposit agreement, including theform of depositary receipt, as an exhibit to the registration statement of which this prospectus is a part. You
should read the forms of deposit agreement and depositary receipt relating to a series of preferred stock for
additional information before you buy any depositary shares that represent preferred stock of that series.
GeneralWe may offer fractional interests in preferred stock, rather than full shares of preferred stock. If we do,
we will provide for the issuance by a depositary to the public of receipts for depositary shares, each of which will
represent a fractional interest in a share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the depositary shares will be deposited under aseparate deposit agreement between us and a bank or trust company having its principal office in the UnitedStates and having a combined capital and surplus of at least $50 million, which we refer to in this section as the“depositary.” We will name the depositary in the applicable prospectus supplement. Subject to the terms of thedeposit agreement, each owner of a depositary share will have a fractional interest in all the rights andpreferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting,redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If
you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary
receipts as described in the applicable prospectus supplement. While the final depositary receipts are being
prepared, we may order the depositary to issue temporary depositary receipts substantially identical to the final
depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled tothe same rights as if they held the depositary receipts in final form. Holders of the temporary depositary receipts
can exchange them for the final depositary receipts at our expense.
Unless we specify otherwise in the applicable prospectus supplement, you will not be entitled toreceive the whole shares of preferred stock underlying the depositary shares.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received with respect to thepreferred stock to the record holders of depositary shares representing the shares of preferred stock in proportion
to the numbers of depositary shares owned by the holders on the relevant record date. The depositary will not
distribute amounts less than one cent. The depositary will distribute any balance with the next sum received for
distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to the holders ofdepositary shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to theholders of depositary shares.
The deposit agreement will also contain provisions relating to how any subscription or similar rights
offered by us to holders of the preferred stock will be made available to the holders of depositary shares.
126

Conversion and Exchange
If any series of preferred stock underlying the depositary shares is subject to conversion or exchange,
the applicable prospectus supplement will describe the rights or obligations of each record holder of depositary
receipts to convert or exchange the depositary shares.
Redemption of Depositary Shares
If the series of the preferred stock underlying the depositary shares is subject to redemption, all or apart of the depositary shares will be redeemed from the redemption proceeds of that series of the preferred stock
held by the depositary. The depositary will mail notice of redemption between 30 to 60 days prior to the datefixed for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in
the depositary’s records. The redemption price per depositary share will bear the same relationship to theredemption price per share of preferred stock that the depositary share bears to the underlying preferred stock.
Whenever we redeem preferred stock held by the depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all thedepositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lottery or pro rata
as determined by the depositary.
After the date fixed for redemption, the depositary shares called for redemption will no longer beoutstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except theright to receive money or other property that the holders of the depositary shares were entitled to receive upon
the redemption. Payments will be made when holders surrender their depositary receipts to the depositary.
Voting the Preferred Stock
When the depositary receives notice of any meeting at which the holders of the preferred stock may
vote, the depositary will mail information about the meeting contained in the notice, and any accompanying
proxy materials, to the record holders of the depositary shares relating to the preferred stock. Each record holderof such depositary shares on the record date, which will be the same date as the record date for the preferredstock, will be entitled to instruct the depositary as to how the preferred stock underlying the holder’s depositaryshares should be voted.
The depositary will try, if practical, to vote the number of shares of preferred stock underlying thedepositary shares according to the instructions received. We will agree to take all action requested by anddeemed necessary by the depositary in order to enable the depositary to vote the preferred stock in that manner.
The depositary will not vote any preferred stock for which it does not receive specific instructions from theholders of the depositary shares relating to such preferred stock.
Taxation
Owners of depositary shares will be treated for federal income tax purposes as if they were owners of
the preferred stock represented by the depositary shares. Accordingly, for federal income tax purposes they will
have the income and deductions to which they would be entitled if they were holders of the preferred stock. In
addition:Šno gain or loss will be recognized for federal income tax purposes upon the withdrawal ofpreferred stock in exchange for depositary shares as provided in the deposit agreement;Š

the tax basis of each share of preferred stock to an exchanging owner of depositary shareswill, upon the exchange, be the same as the aggregate tax basis of the depositary sharesexchanged for such preferred stock; and127Š

the holding period for the preferred stock, in the hands of an exchanging owner of depositaryshares who held the depositary shares as a capital asset at the time of the exchange, will
include the period that the owner held the depositary shares.

Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit
agreement may be amended by agreement between us and the depositary at any time. However, any amendmentthat materially and adversely alters the rights of the existing holders of depositary shares will not be effective
unless approved by the record holders of at least a majority of the depositary shares then-outstanding (or, in thecase of such amendments relating to or affecting rights to receive dividends or distributions or voting or
redemption rights, two-thirds of the holders). A deposit agreement may be terminated by us or the depositary
only if:Š

all outstanding depositary shares relating to the deposit agreement have been redeemed; orŠthere has been a final distribution on the preferred stock of the relevant series in connection
with our liquidation, dissolution or winding up of our business and the distribution has been
distributed to the holders of the related depositary shares.

Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence ofthe depositary arrangements. We will pay associated charges of the depositary for the initial deposit of thepreferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer andother taxes and governmental charges and any other charges that are stated to be their responsibility in thedeposit agreement.
Miscellaneous
We will forward to the depositary, for distribution to the holders of depositary shares, all reports andcommunications that we must furnish to the holders of the preferred stock.
Neither the depositary nor we will be liable if the depositary is prevented or delayed by law or any
circumstance beyond its control in performing its obligations under the deposit agreement. Our obligations andthe depositary’s obligations under the deposit agreement will be limited to performance in good faith of duties set
forth in the deposit agreement. Neither the depositary nor we will be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished tous and/or the depositary. We and the depositary may rely upon written advice of counsel or accountants, orinformation provided by persons presenting preferred stock for deposit, holders of depositary shares or otherpersons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us. We may also remove the depositaryat any time. Resignations or removals will take effect when a successor depositary is appointed and it accepts theappointment. The successor depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal office in the United States andhaving a combined capital and surplus of at least $50 million.

128

DESCRIPTION OF COMMON STOCKThis section describes the general terms and provisions of the shares of our common stock. A
prospectus supplement will describe the specific terms of the common stock offered through that prospectus
supplement and any general terms outlined in this section that will not apply to that common stock. If applicable,
a prospectus supplement will describe the specific terms of the common stock offered in in connection with theconversion, exchange or exercise of debt securities, preferred stock, depositary shares or securities warrants andany general terms outlined in this section that will not apply to that common stock.
We have summarized the material terms and provisions of the common stock in this section. We havealso filed our restated certificate of incorporation, as amended, and our by-laws, as amended, as exhibits to theregistration statement of which this prospectus is a part. You should read our restated certificate of incorporation,as amended, and our by-laws, as amended, for additional information before you buy any securities which may
be exercised or exchangeable for or converted into common stock.
GeneralShares Outstanding. As of September 30, 2019, our authorized common stock was 9,000,000,000
shares. From these authorized shares, we had issued 5,481,811,474 shares, of which 4,269,141,804 shares were
outstanding and 1,212,669,670 shares were held as treasury shares.
Listing. Our common stock is listed on the New York Stock Exchange under the symbol “WFC.”
Equiniti Trust Company serves as the transfer agent and registrar for the common stock.
Dividends. Holders of common stock may receive dividends if, when and as declared by our board of
directors out of our funds that we can legally use to pay dividends. We may pay dividends in cash, stock or otherproperty. In certain cases, holders of common stock may not receive dividends until we have satisfied ourobligations to any holders of outstanding preferred stock. Other restrictions on our ability to pay dividends aredescribed below under “—Dividend Restrictions” and above under “Description of Preferred Stock—
Outstanding Preferred Stock.”
Voting Rights. Holders of common stock have the exclusive power to vote on all matters presented toour stockholders unless Delaware law or the certificate of designation for an outstanding series of preferred stock
gives the holders of that preferred stock the right to vote on certain matters. Each holder of common stock is
entitled to one vote per share. Holders of common stock have no cumulative voting rights for the election of
directors. This means a holder of a single share of common stock cannot cast more than one vote for eachposition to be filled on our board of directors.
Other Rights. If we voluntarily or involuntarily liquidate, dissolve or wind up our business, holders ofcommon stock will receive pro rata, according to shares held by them, any of our remaining assets available for
distribution to stockholders after we have provided for payment of all debts and other liabilities, including any
liquidation preference for outstanding shares of preferred stock. When we issue securities in the future, holders ofcommon stock have no preemptive rights. This means the holders of common stock have no right, as holders ofcommon stock, to buy any portion of those issued securities. Holders of our common stock have no rights to havetheir shares of common stock redeemed by us or to convert their shares of common stock into shares of any otherclass of our capital stock.
Fully Paid. The outstanding shares of common stock are fully paid and non-assessable. This means
the full purchase price for the outstanding shares of common stock has been paid and the holders of such shares
will not be assessed any additional amounts for such shares. Any additional common stock that we may issue inthe future upon the conversion or exercise of other securities offered under this prospectus will also be fully paid
and non-assessable.
129

Restrictions on Payment of Dividends
We are incorporated in Delaware and are governed by the General Corporation Law of the State of
Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law, or, if
there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding
fiscal year. However, under Delaware law, we cannot pay dividends out of net profits if, after we pay thedividend, our capital would be less than the capital represented by the outstanding stock of all classes having apreference upon the distribution of our assets.
As a bank holding company, our ability to pay dividends is affected by the ability of our bank andnon-bank subsidiaries to pay dividends to us. Various federal laws limit the amount of dividends our nationalbank subsidiaries can pay to us without regulatory approval. State-chartered banks are subject to state regulations
that limit dividends.
The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying
any dividends or distributions on our capital stock, including our common stock, or purchasing, acquiring, ormaking a liquidation payment on such stock, if an event of default has occurred and is continuing under theapplicable indenture, we are in default with respect to a guarantee payment under the guarantee of the related
trust preferred securities or we have given notice of our election to defer interest payments but the related
deferral period has not yet commenced or a deferral period is continuing. In addition, the terms of each of ouroutstanding series of preferred stock prohibit us from declaring or paying any dividends or distributions on ourcommon stock unless all accrued and unpaid dividends for all completed dividend periods with respect to that
preferred stock have been paid.
Anti-takeover Provisions Contained in the Certificate of Incorporation and By-laws
Certain provisions of Delaware law could make it more difficult for a third party to acquire control of
us or have the effect of discouraging a third party from attempting to acquire control of us. For example, we aresubject to Section 203 of the General Corporation Law of the State of Delaware, which would make it moredifficult for another party to acquire us without the approval of our board of directors. Certain provisions of ourrestated certificate of incorporation, as amended, may make it less likely that our management would be changed
or someone would acquire voting control of our company without our board’s consent. These provisions may
delay, deter or prevent tender offers or takeover attempts that stockholders may believe are in their best interests,
including tender offers or attempts that might allow stockholders to receive premiums over the market price of
their common stock.
Preferred Stock. Our board of directors can at any time, under our restated certificate of incorporation,as amended, and without stockholder approval, issue one or more new series of preferred stock. In some cases,
the issuance of preferred stock without stockholder approval could discourage or make more difficult attempts totake control of our company through a merger, tender offer, proxy contest or otherwise. Preferred stock withspecial voting rights or other features issued to persons favoring our management could stop a takeover by
preventing the person trying to take control of our company from acquiring enough voting shares necessary totake control.
Nomination Procedures. In addition to our board of directors, stockholders can nominate candidates
for election to our board of directors. However, a stockholder must follow the advance notice procedures
described in Section 3.11 of our by-laws, as amended. In general, a stockholder must deliver a written notice ofthe nomination to our chief executive officer and our corporate secretary at least 90 days but not more than 120
days prior to the first anniversary of the preceding year’s annual meeting for consideration at an annual meetingor, for consideration at a special meeting, at least 90 days but not more than 120 days prior to the date of suchmeeting or, if our first public announcement of the date of such special meeting is less than 100 days prior to thedate of such special meeting, then during the 10 days following our public announcement. Subject to all of the130terms and conditions specified in the by-laws, an eligible stockholder (or a group of up to 20 eligible
stockholders) who has continuously owned for three years at least three percent of our outstanding shares may
also nominate and include in our proxy materials nominees constituting up to the greater of two directors and20 percent of the board of directors. A stockholder must deliver written notice of the proxy access nomination to
our corporate secretary at least 120 days prior to the first anniversary of the filing date of our definitive proxystatement for the preceding year’s annual meeting and no earlier than 150 days prior to such date.
Proposal Procedures. Stockholders can propose that business other than nominations to our board of
directors be considered at an annual meeting of stockholders only if a stockholder follows the advance noticeprocedures described in our by-laws, as amended. In general, a stockholder must submit a written notice of the
proposal and the stockholder’s interest in the proposal to our chief executive officer and our corporate secretary
at least 90 days but not more than 120 days prior to the first anniversary of the preceding year’s annual meeting.
Stockholders seeking to have a stockholder proposal considered for inclusion in our annual proxy statement mustcomply with the requirements of Rule 14a-8 of the federal proxy rules.
Stockholder Requested Special Meetings. Our by-laws provide procedures pursuant to which record
holders of not less than 20 percent of the voting power of issued and outstanding shares of our common stock
may request that the board of directors call a special meeting of stockholders. Our by-laws impose certain
informational and procedural requirements on stockholders requesting such a meeting (including the provision of
the same information required by the advance notice procedures described in Section 3.11 of our by-laws), as
well as provisions designed to avoid the calling of a special meeting to conduct the same or similar business thatwas recently addressed or soon will be addressed at another stockholder meeting or that would be held close intime to our annual meeting.
Amendment of By-laws. Under our by-laws and restated certificate of incorporation, as amended, ourboard of directors can adopt, amend or repeal the by-laws, subject to limitations under the General Corporation
Law of the State of Delaware or in the by-laws, as amended. Under the General Corporation Law of the State of
Delaware, our stockholders also have the power to change or repeal our by-laws.

131

DESCRIPTION OF PURCHASE CONTRACTS
This section describes the general terms and provisions of the purchase contracts. The prospectus
supplement will describe the specific terms of the purchase contracts offered through that prospectus supplement
and any general terms outlined in this section that will not apply to those purchase contracts.
We have summarized the material terms and provisions of the purchase contracts in this section. We
have also filed the forms of purchase contracts as exhibits to the registration statement of which this prospectus isa part. You should read the applicable purchase contract for additional information before you buy any purchase
contracts.
GeneralWe may issue purchase contracts, including purchase contracts issued as part of a unit with one ormore debt securities, for the purchase or sale of:Š

our debt securities, preferred stock, depositary shares or common stock;Š

securities of an entity not affiliated with Wells Fargo, a basket of those securities, an index orindices of those securities or any combination of the above;Š

currencies; orŠcommodities.

We refer to the property in the above clauses as “purchase contract property.” In this section, when we refer to a“unit” we mean a unit consisting of purchase contracts and one or more debt securities and not any othercombination of securities registered under the registration statement of which this prospectus is a part.
Each purchase contract will obligate the holder to purchase or sell, and obligate us to sell or purchase,on specified dates, the purchase contract property at a specified price or prices, all as described in the applicableprospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders
may purchase or sell the purchase contract property and any acceleration, cancellation or termination provisions
or other provisions relating to the settlement of a purchase contract.
Any purchase contracts that we issue will also contain, to the extent required, contractual provisions
required to comply with the “Restrictions on Qualified Financial Contracts of Systemically Important U.S.
Banking Organizations and the U.S. Operations of Systemically Important Foreign Banking Organizations;
Revisions to the Definition of Qualifying Master Netting Agreement and Related Definitions” as issued by the
FRB, the FDIC and the OCC and other applicable law.
Purchase Contracts Issued as Part of a Unit
Purchase contracts issued as part of a unit will be governed by the terms and provisions of a unit
agreement. See “—Significant Provisions of the Unit Agreement.” The applicable prospectus supplement will
specify the following:Š

whether the purchase contract obligates the holder to purchase or sell the purchase contract
property;Š

whether a purchase contract issued as part of a unit may be separated from the other securities
constituting part of that unit prior to the purchase contract’s settlement date, except thatpurchase contracts issued in the United States may not be so separated prior to the 91st day
after the issuance of a unit;132Š

the methods by which the holders may purchase or sell the purchase contract property;Š

any acceleration, cancellation or termination provisions or other provisions relating to thesettlement of a purchase contract; andŠwhether the purchase contracts will be issued in fully registered or bearer form, in definitiveor global form or in any combination of these forms, although, in any case, the form of apurchase contract included in a unit will correspond to the form of the unit and of any debt
security included in that unit.

Settlement of Purchase Contracts. Where purchase contracts issued together with debt securities aspart of a unit require the holders to buy purchase contract property, the unit agent may apply principal paymentsfrom the debt securities in satisfaction of the holders’ obligations under the related purchase contract as specified
in the applicable prospectus supplement. The unit agent will not so apply the principal payments if the holder hasdelivered cash to meet its obligations under the purchase contract. To settle the purchase contract and receive thepurchase contract property, the holder must present and surrender the unit certificates at the office of the unit
agent. If a holder settles its obligations under a purchase contract that is part of a unit in cash rather than bydelivering the debt security that is part of the unit, that debt security will remain outstanding if the maturity
extends beyond the relevant settlement date and, as more fully described in the applicable prospectus
supplement, the holder will receive that debt security or an interest in the relevant global debt security.
Pledge by Purchase Contract Holders to Secure Performance. To secure the obligations of thepurchase contract holders contained in the unit agreement and in the purchase contracts, the holders, acting
through the unit agent, as their attorney-in-fact, will grant, sell, convey, assign, transfer and pledge the items in
the following sentence, which we refer to as the “pledge,” to the collateral agent for our benefit. The pledge is asecurity interest in and to, and a lien upon and right of set-off against, all of the holders’ right, title and interest inand to:Š

any debt securities that are part of units that include the purchase contracts, or other property
as may be specified in the applicable prospectus supplement, which we refer to as the“pledged items”;

Š

all additions to and substitutions for the pledged items as may be permissible, if so specified
in the applicable prospectus supplement;Š

all income, proceeds and collections received or to be received, or derived or to be derived, at
any time from or in connection with the pledged items described in the two clauses above;andŠ

all powers and rights owned or thereafter acquired under or with respect to the pledged items.

The pledge constitutes collateral security for the performance when due by each holder of its
obligations under the unit agreement and the applicable purchase contract. The collateral agent will forward all
payments from the pledged items to us, unless the payments have been released from the pledge in accordancewith the unit agreement. We will use the payments received from the pledged items to satisfy the obligations of
the holder of the unit under the related purchase contract.
Property Held in Trust by Unit Agent. If a holder fails to settle in cash its obligations under apurchase contract that is part of a unit and fails to present and surrender its unit certificate to the unit agent whenrequired, that holder will not receive the purchase contract property. Instead, the unit agent will hold that holder’spurchase contract property, together with any distributions, as the registered owner in trust for the benefit of theholder until the holder presents and surrenders the certificate or provides satisfactory evidence that the certificate
133has been destroyed, lost or stolen. We or the unit agent may require an indemnity from the holder for liabilities
related to any destroyed, lost or stolen certificate. If the holder does not present the unit certificate, or provide thenecessary evidence of destruction or loss and indemnity, on or before the second anniversary of the settlement
date of the related purchase contract, the unit agent will pay to us the amounts it received in trust for that holder.
Thereafter, the holder may recover those amounts only from us and not the unit agent. The unit agent will haveno obligation to invest or to pay interest on any amounts it holds in trust pending distribution.
General Terms of Units
We will issue the units under one or more unit agreements, each referred to as a “unit agreement,” tobe entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series,
which will be described in the applicable prospectus supplement.
We have summarized the material terms and provisions of the unit agreement below. We have also
filed the form of unit agreement as an exhibit to the registration statement of which this prospectus is a part. You
should read the unit agreement for additional information before you buy any units.
The applicable prospectus supplement relating to units consisting of one or more debt securities andpurchase contracts will describe:Šthe designation and the terms of the units and of the combination of debt securities andpurchase contracts constituting the units, including whether and under what circumstances thedebt securities or purchase contracts may be traded separately;Š

any additional terms of the unit agreement;Š

any additional provisions for the issuance, payment, settlement, transfer or exchange of theunits or of the debt securities or purchase contracts constituting the units; andŠany special United States federal income tax consequences.

The terms and conditions described under “Description of Debt Securities,” and “Description ofPurchase Contracts” and those described below under “—Significant Provisions of the Unit Agreement” will
apply to each unit and to any debt security or purchase contract included in each unit unless otherwise specified
in the applicable prospectus supplement.
Any units that we issue will also contain, to the extent required, contractual provisions required tocomply with the “Restrictions on Qualified Financial Contracts of Systemically Important U.S. Banking
Organizations and the U.S. Operations of Systemically Important Foreign Banking Organizations; Revisions to
the Definition of Qualifying Master Netting Agreement and Related Definitions” as issued by the FRB, the FDIC
and the OCC and other applicable law.
Significant Provisions of the Unit Agreement
Obligations of Unit Holder. Under the terms of the unit agreement, each owner of a unit:Š

consents to and agrees to be bound by the terms of the unit agreement;Š

appoints the unit agent as its authorized agent to execute, deliver and perform any purchase
contract included in the unit in which that owner has an interest; andŠirrevocably agrees to be a party to and be bound by the terms of any purchase contract
included in the unit in which that owner has an interest.
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Assumption of Obligations by Transferee. Upon the registration of transfer of a unit, the transferee
will assume the obligations, if any, of the transferor under any purchase contract included in the unit and under
any other security constituting that unit, and the transferor will be released from those obligations. Under the unit
agreement, we consent to the transfer of these obligations to the transferee, to the assumption of these obligations
by the transferee and to the release of the transferor, if the transfer is made in accordance with the provisions of
the unit agreement.
Remedies. Upon the acceleration of the debt securities constituting any units, our obligations and thoseof the owners under any purchase contracts constituting a part of the units may also be accelerated upon therequest of the owners of not less than 25% of the affected purchase contracts, on behalf of all the owners.
Limitation on Actions by You as an Individual Holder. No owner of any unit will have any rightunder the unit agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise
regarding the unit agreement, or for the appointment of a trustee, receiver, liquidator, custodian or other similar
official, unless the owner will have given written notice to the unit agent and to us of the occurrence andcontinuance of a default thereunder and:
Šin the case of an event of default under the debt securities or the applicable indenture, unlessthe procedures, including notice to us and the trustee, described in such indenture have been
complied with; andŠin the case of a failure by us to observe or perform any of our obligations under the unit
agreement relating to any purchase contracts included in the unit, unless:Šowners of not less than 25% of the affected purchase contracts have (a) requested theunit agent to institute that action or proceeding in its own name as unit agent under theunit agreement and (b) offered the unit agent reasonable indemnity;Šthe unit agent has failed to institute that action or proceeding within 60 days of thatrequest by the owners referred to above; andŠthe owners of a majority of the outstanding affected units have not given directions tothe unit agent inconsistent with those of the owners referred to above.

If these conditions have been satisfied, any owner of an affected unit may then, but only then, institute an action
or proceeding. Notwithstanding the above, the owner of any unit or purchase contract will have the unconditionalright to purchase or sell, as the case may be, purchase contract property under the purchase contract and to
institute suit for the enforcement of that right.
Absence of Protections against All Potential Actions of Wells Fargo. There are no covenants or otherprovisions in the unit agreement providing for a put right or increased interest or otherwise that would afford
holders of units additional protection in the event of a recapitalization transaction, a change of control of Wells
Fargo or a highly leveraged transaction.
Modification without Consent of Holders. We and the unit agent may amend the unit agreement andthe terms of the purchase contracts and the purchase contract certificates without the consent of the holders to:Šcure any ambiguity;Šcorrect or supplement any defective or inconsistent provision;Š

add to our covenants or the covenants of the unit agent;135

Šchange or eliminate any provisions of the unit agreement so long as no units are outstandingor the change does not affect any unit outstanding; orŠamend the terms in any other manner which we may deem necessary or desirable and which
will not adversely affect the interests of the affected holders in any material respect.

Modification with Consent of Holders. We and the unit agent, with the consent of the holders of notless than a majority of all series of outstanding units affected, voting as one class, may modify the rights of theholders of the units of each series so affected or the terms of any purchase contracts included in any of thoseseries of units and the terms of the unit agreement relating to the purchase contracts of each series so affected.
However, we and the unit agent may not make any of the following modifications without the consent of theholder of each outstanding unit affected by the modification:Š

impair the right to institute suit for the enforcement of any purchase contract;Šmaterially adversely affect the holders’ rights under any purchase contract;Š

reduce the percentage of purchase contracts constituting part of outstanding units the consent
of whose owners is required for the modification of the provisions of the unit agreement
relating to those purchase contracts or for the waiver of any defaults under the unit agreement
relating to those purchase contracts;Šmaterially adversely affect the holders’ units or the terms of the unit agreement (other thanterms related to the first three clauses above); orŠ

reduce the percentage of outstanding units the consent of whose owners is required for themodification of the provisions of the unit agreement (other than terms related to the first threeclauses above).

Modifications of any debt securities included in units may only be made in accordance with theapplicable indenture, as described under “Description of Debt Securities—Modification and Waiver.”Merger, Consolidation, Sale, Lease or Conveyance. The unit agreement provides that we will not
merge or consolidate with any other person and will not sell, lease or convey all or substantially all of our assets
to any person unless:Š

we will be the continuing corporation; orŠ

the successor corporation or person that acquires all or substantially all of our assets:ŠŠwill be a corporation organized under the laws of the United States, a state of theUnited States or the District of Columbia; andŠwill expressly assume all of our obligations under the unit agreement; andimmediately after the merger, consolidation, sale, lease or conveyance, we, that person or thatsuccessor corporation will not be in default in the performance of the covenants andconditions of the unit agreement applicable to us.

Replacement of Unit Certificates or Purchase Contract Certificates. We will replace any mutilated
certificate evidencing a definitive unit or purchase contract at the expense of the holder upon surrender of thatcertificate to the unit agent. We will replace certificates that have been destroyed, lost or stolen at the expense of136

the holder upon delivery to us and the unit agent of evidence satisfactory to us and the unit agent of thedestruction, loss or theft of the certificates. In the case of a destroyed, lost or stolen certificate, an indemnity
satisfactory to the unit agent and to us may be required at the expense of the holder of the units or purchase
contracts evidenced by that certificate before a replacement will be issued.
The unit agreement provides that, notwithstanding the foregoing, no replacement certificate need bedelivered:Šduring the period beginning 15 days before the day of mailing of a notice of redemption or of
any other exercise of any right held by us with respect to the unit or any security constituting
the unit evidenced by the mutilated, destroyed, lost or stolen certificate and ending on the dayof the giving of that notice;Š

if the mutilated, destroyed, lost or stolen certificate evidences any security selected or called
for redemption or other exercise of a right held by us; orŠat any time on or after the date of settlement or redemption for any purchase contract
included in the unit evidenced by the mutilated, destroyed, lost or stolen certificate, except
with respect to any units that remain or will remain outstanding following the date ofsettlement or redemption.

Unit Agreement Not Qualified under Trust Indenture Act. The unit agreement will not be qualified
as an indenture under, and the unit agent will not be required to qualify as a trustee under, the Trust IndentureAct. Accordingly, the holders of units and purchase contracts will not have the benefits of the protections of theTrust Indenture Act. However, any debt securities issued as part of a unit will be issued under an indenture
qualified under the Trust Indenture Act, and the trustee under that indenture will be qualified as a trustee under
the Trust Indenture Act.
Title. We, the unit agent, the applicable trustee and any of their agents will treat the registered ownerof any unit as its owner, notwithstanding any notice to the contrary, for all purposes.
New York Law to Govern. The unit agreement, the units and the purchase contracts constituting partof the units will be governed by, and construed in accordance with, the laws of the State of New York.

137

DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the securities warrants. The prospectus
supplement will describe the specific terms of the securities warrants offered through that prospectus supplement
and any general terms outlined in this section that will not apply to those securities warrants.
We may issue warrants for the purchase of debt securities, preferred stock, depositary shares orcommon stock. Securities warrants may be issued alone or together with debt securities, preferred stock ordepositary shares offered by any prospectus supplement and may be attached to or separate from those securities.
Each series of securities warrants will be issued under a separate securities warrant agreement between us and abank or trust company, as securities warrant agent, which will be described in the applicable prospectus
supplement. The securities warrant agent will act solely as our agent in connection with the securities warrants
and will not act as an agent or trustee for any holders of securities warrants.
We have summarized the material terms and provisions of the securities warrant agreements andsecurities warrants in this section. We have also filed the forms of securities warrant agreements and thecertificates representing the securities warrants as exhibits to the registration statement of which this prospectus
is a part. You should read the applicable forms of securities warrant agreement and securities warrant certificate
for additional information before you buy any securities warrants.
Any warrants that we issue will also contain, to the extent required, contractual provisions required tocomply with the “Restrictions on Qualified Financial Contracts of Systemically Important U.S. Banking
Organizations and the U.S. Operations of Systemically Important Foreign Banking Organizations; Revisions to
the Definition of Qualifying Master Netting Agreement and Related Definitions” as issued by the FRB, the FDIC
and the OCC and other applicable law.
GeneralIf we offer securities warrants, the applicable prospectus supplement will describe their terms. If
securities warrants for the purchase of debt securities are offered, the applicable prospectus supplement will
describe the terms of those securities warrants, including the following if applicable:Šthe offering price;Šthe currencies in which the securities warrants are being offered;Šthe designation, aggregate principal amount, currencies, denominations and terms of theseries of the debt securities that can be purchased if a holder exercises the securities warrants;

Šthe designation and terms of any series of debt securities, preferred stock or depositary shareswith which the securities warrants are being offered and the number of securities warrants
offered with each debt security, share of preferred stock or depositary share;Šthe date on and after which the holder of the securities warrants can transfer them separatelyfrom the related series of debt securities, preferred stock or depositary shares;Š

the principal amount of the series of debt securities that can be purchased if a holder exercises
the securities warrant and the price at which and currencies in which the principal amount
may be purchased upon exercise;Šthe date on which the right to exercise the securities warrants begins and the date on which
the right expires;138

Š

whether the securities warrants will be in registered or bearer form;Š

United States federal income tax consequences; andŠany other terms of the securities warrants.

Unless we state otherwise in the applicable prospectus supplement, the securities warrants for the purchase ofdebt securities will be in registered form only.
If securities warrants for the purchase of preferred stock, depositary shares or common stock areoffered, the applicable prospectus supplement will describe the terms of those securities warrants, including thefollowing where applicable:Šthe offering price;Š

the total number of shares that can be purchased if a holder of the securities warrants
exercises them and, in the case of securities warrants for preferred stock or depositary shares,
the designation, total number and terms of the series of preferred stock that can be purchased
upon exercise or that are underlying the depositary shares that can be purchased upon
exercise;Šthe designation and terms of the series of debt securities, preferred stock or depositary shareswith which the securities warrants are being offered and the number of securities warrants
being offered with each debt security, share of preferred stock or depositary share;Šthe date on and after which the holder of the securities warrants can transfer them separatelyfrom the related series of debt securities, preferred stock or depositary shares;Š

the number of shares of preferred stock, depositary shares or shares of common stock that canbe purchased if a holder exercises the securities warrant and the price at which the preferredstock, depositary shares or common stock may be purchased upon each exercise;Šthe date on which the right to exercise the securities warrants begins and the date on which
the right expires;Š

any special United States federal income tax consequences; andŠany other terms of the securities warrants.

Securities warrants for the purchase of preferred stock, depositary shares or common stock will be in registeredform only.
A holder of securities warrant certificates may exchange them for new certificates of different
denominations, present them for registration of transfer, and exercise them at the corporate trust office of the
securities warrant agent or any other office indicated in the applicable prospectus supplement.
Until any securities warrants to purchase debt securities are exercised, the holder of such securities
warrants will not have any of the rights of holders of the debt securities that can be purchased upon exercise,including any right to receive payments of principal, premium or interest on the underlying debt securities or to
enforce covenants in the applicable indenture. Until any securities warrants to purchase preferred stock,
depositary shares or common stock are exercised, holders of such securities warrants will not have any rights ofholders of the underlying preferred stock, depositary shares or common stock, including any right to receive
dividends or to exercise any voting rights.
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Exercise of Securities Warrants
Each holder of a securities warrant is entitled to purchase the principal amount of debt securities or
number of shares of preferred stock, depositary shares or shares of common stock, as the case may be, at theexercise price described in the applicable prospectus supplement. After the close of business on the day when theright to exercise terminates, or a later date if we extend the time for exercise, unexercised securities warrants will
become void.
A holder of securities warrants may exercise them by following the general procedure outlined below:
Šdelivering to the securities warrant agent the payment required by the applicable prospectus
supplement to purchase the underlying security;Š

properly completing and signing the reverse side of the securities warrant certificate
representing the securities warrants; andŠ

delivering the securities warrant certificate representing the securities warrants to thesecurities warrant agent, or other office indicated in the applicable prospectus supplement,
within five business days of the securities warrant agent receiving payment of the exercise
price.

If you comply with the procedures described above, your securities warrants will be considered tohave been exercised when the securities warrant agent receives payment of the exercise price. After you havecompleted those procedures, we will, as soon as practicable, issue and deliver to you the debt securities, preferredstock, depositary shares or common stock that you purchased upon exercise. If you exercise fewer than all of the
securities warrants represented by a securities warrant certificate, the securities warrant agent will issue to you a
new securities warrant certificate for the unexercised amount of securities warrants. Holders of securities
warrants will be required to pay any tax or governmental charge that may be imposed in connection withtransferring the underlying securities in connection with the exercise of the securities warrants.
Amendments and Supplements to Securities Warrant Agreements
We may amend or supplement a securities warrant agreement without the consent of the holders of theapplicable securities warrants if the changes are not inconsistent with the provisions of the securities warrants
and do not materially adversely affect the interests of the holders of the securities warrants. We, along with thesecurities warrant agent, may also modify or amend a securities warrant agreement and the terms of the securities
warrants if a majority of the then-outstanding unexercised securities warrants affected by the modification oramendment consent. However, no modification or amendment that accelerates the expiration date, increases theexercise price, reduces the majority consent requirement for any such modification or amendment, or otherwisematerially adversely affects the rights of the holders of the securities warrants may be made without the consent
of each holder affected by the modification or amendment.
Common Stock Warrant Adjustments
Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number ofshares of common stock covered by, a warrant for common stock will be adjusted in the manner set forth in theapplicable prospectus supplement if certain events occur, including:Š

if we issue capital stock as a dividend or distribution on the common stock;Š

if we subdivide, reclassify or combine the common stock;140Š

if we issue rights or warrants to all holders of common stock entitling them, for a period
expiring 45 days after the date fixed for determining the stockholders entitled to receive suchrights or warrants, to purchase common stock at less than the current market price, as definedin the warrant agreement for such series of common stock warrants; orŠ

if we distribute to all holders of common stock evidences of our indebtedness or our assets,
excluding certain cash dividends and distributions, or if we distribute to all holders ofcommon stock rights or warrants, excluding those referred to in the bullet point above.

Except as stated above, the exercise price and number of shares of common stock covered by acommon stock warrant will not be adjusted if we issue common stock or any securities convertible into or
exchangeable for common stock, or securities carrying the right to purchase common stock or securities
convertible into or exchangeable for common stock.
Holders of common stock warrants may have additional rights under the following circumstances:Š

a reclassification or change of the common stock;Ša consolidation or merger involving our company; orŠa sale or conveyance to another corporation of all or substantially all of our property andassets.

If one of the above transactions occurs and holders of our common stock are entitled to receive stock, securities,
other property or assets, including cash, with respect to or in exchange for common stock, the holders of thecommon stock warrants then outstanding will be entitled to receive upon exercise of their common stock
warrants the kind and amount of shares of stock and other securities or property that they would have received
upon the reclassification, change, consolidation, merger, sale or conveyance if they had exercised their common
stock warrants immediately before the transaction.

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BENEFIT PLAN INVESTOR CONSIDERATIONSEach fiduciary of a pension, profit-sharing or other employee benefit plan to which Title I of the
Employee Retirement Income Security Act of 1974 (“ERISA”) applies (a “plan”), should consider the fiduciarystandards of ERISA in the context of the plan’s particular circumstances before authorizing an investment in theoffered securities. Accordingly, among other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents andinstruments governing the plan. When we use the term “holder” in this section, we are referring to a beneficial
owner of the offered securities and not the record holder.
Section 406 of ERISA and Section 4975 of the Code prohibit plans, as well as individual retirement
accounts and Keogh plans to which Section 4975 of the Code applies (also “plans”), from engaging in specified
transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified
persons” under the Code (collectively, “parties in interest”) with respect to such plan. A violation of those“prohibited transaction” rules may result in an excise tax or other liabilities under ERISA and/or Section 4975 of
the Code for such persons, unless statutory or administrative exemptive relief is available. Therefore, a fiduciaryof a plan should also consider whether an investment in the offered securities might constitute or give rise to aprohibited transaction under ERISA and the Code.
Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, certain
church plans, as defined in Section 3(33) of ERISA, and foreign plans, as described in Section 4(b)(4) of ERISA,
are not subject to the requirements of ERISA, or Section 4975 of the Code, but may be subject to other legal
restrictions (“similar laws”).
We and our affiliates may each be considered a party in interest with respect to many plans. Special
caution should be exercised, therefore, before the offered securities are purchased by a plan. In particular, thefiduciary of the plan should consider whether statutory or administrative exemptive relief is available under anapplicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited
transactions resulting from the purchase or holding of the offered securities. Those class exemptions are:
Š

PTCE 96-23, for specified transactions determined by in-house asset managers;

Š

PTCE 95-60, for specified transactions involving insurance company general accounts;

Š

PTCE 91-38, for specified transactions involving bank collective investment funds;

Š

PTCE 90-1, for specified transactions involving insurance company separate accounts; andŠ

PTCE 84-14, for specified transactions determined by independent qualified professional
asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide an exemption fortransactions between a plan and a person who is a party in interest (other than a fiduciary who has or exercises
any discretionary authority or control with respect to investment of the plan assets involved in the transaction orrenders investment advice with respect thereto) solely by reason of providing services to the plan (or by reason ofa relationship to such a service provider), if in connection with the transaction the plan receives no less, nor pays
no more, than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA).
The foregoing list of exemptions is not exhaustive. Other statutory or administrative class exemptions
may be applicable. In addition, a purchaser or holder may obtain an individual administrative exemption.
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Any purchaser or holder of the offered securities or any interest in the offered securities will bedeemed to have represented by its purchase and holding that either:Šno portion of the assets used by such purchaser or holder to acquire or purchase the offeredsecurities constitutes assets of any plan or plan subject to similar law; orŠ

the purchase and holding of the offered securities by such purchaser or holder will notconstitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or similar violation under similar law.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in
non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons consideringpurchasing the offered securities on behalf of or with “plan assets” of any plan consult with their counsel
regarding the potential consequences under ERISA, the Code, and any applicable similar law, of the acquisitionof the offered securities and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14
or another applicable statutory or administrative exemption.
Purchasers of the offered securities have the exclusive responsibility for ensuring that their purchase,holding and subsequent disposition of the offered securities does not violate the prohibited transaction rules of
ERISA, the Code or similar law, and we are not advising any potential purchaser or holder of the offeredsecurities to avail themselves of any exemption described above or any other exemption that may be available
under ERISA, the Code, or any similar law.

143

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of the material U.S. federal income tax considerations relevantto the purchase, beneficial ownership and disposition of the debt securities, common stock and preferred stock
offered by this prospectus. The material U.S. federal income tax consequences relevant to the purchase,
beneficial ownership and disposition of warrants, purchase contracts and units offered by this prospectus will be
provided in the applicable prospectus supplement. This summary is based on the Code, as amended, current or
proposed Treasury regulations promulgated thereunder (“Treasury Regulations”), administrative pronouncementsof the Internal Revenue Service (“IRS”) and judicial decisions, all as currently in effect and all of which are
subject to change and to different interpretations. Changes to any of the foregoing authorities could apply on aretroactive basis, and could affect the U.S. federal income tax consequences described below. We will not seek aruling from the IRS with respect to the matters discussed in this section and we cannot assure you that the IRS
will not challenge one or more of the tax consequences described below.
This summary does not address all of the U.S. federal income tax considerations that may be relevant
to a particular investor’s circumstances, and does not discuss any aspect of U.S. federal tax law other thanincome taxation or any state, local or non-U.S. tax consequences of the purchase, ownership and disposition of
the debt securities, common stock and preferred stock. This summary addresses only debt securities purchased atinitial issuance and debt securities, shares of common and shares of preferred stock held as capital assets within
the meaning of the Code (generally, property held for investment) and does not address U.S. federal income tax
considerations applicable to investors that may be subject to special tax rules, such as:Šsecurities dealers or brokers, or traders in securities electing mark-to-market treatment;Šbanks, thrifts, or other financial institutions;Š

insurance companies;Š

regulated investment companies or real estate investment trusts;

Š

common trust funds;

Š

tax-exempt organizations;Šretirement plans;Š

persons holding our debt securities or shares, as applicable, as part of a “straddle,” “hedge,”“synthetic security,” “constructive sale transaction” or “conversion transaction” for U.S.
federal income tax purposes, or as part of some other integrated investment;Špartnerships or other pass-through entities;Š

persons subject to the alternative minimum tax;Šcertain former citizens or residents of the United States;Š

foreign corporations that are classified as “passive foreign investment companies” or“controlled foreign corporations” for U.S. federal income tax purposes;Š

accrual-method taxpayers subject to section 451(b) of the Code; orŠ“U.S. Holders” (as defined below) whose functional currency is not the U.S. dollar.
144

In addition, with respect to a particular offering of debt securities or shares of common or preferred stock, thediscussion below must be read with the discussion of material U.S. federal income tax consequences that may
appear in the applicable prospectus supplement for that offering. When we use the term “holder” in this section,
we are referring to a beneficial holder of the debt securities, common stock or preferred stock.
As used herein, a “U.S. Holder” is a beneficial owner of debt securities or shares of common or
preferred stock, as the case may be, that is, for U.S. federal income tax purposes, (i) an individual citizen or
resident of the United States, (ii) a corporation (or any other entity treated as a corporation for U.S. federal
income tax purposes) created or organized in or under the laws of the United States, any state thereof or theDistrict of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source,or (iv) a trust if (A) a United States court has the authority to exercise primary supervision over theadministration of the trust and one or more U.S. persons (as defined under the Code) are authorized to control all
substantial decisions of the trust or (B) it has a valid election in place to be treated as a U.S. person. An
individual may, subject to certain exceptions, be deemed to be a resident of the United States by reason of being
present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days
during a three-year period ending in the current calendar year (counting for such purposes all of the days present
in the current year, one-third of the days present in the immediately preceding year and one-sixth of the dayspresent in the second preceding year).
A “Non-U.S. Holder” is any beneficial owner of a debt security or shares of common or preferredstock, as the case may be, that, for U.S. federal income tax purposes, is not a U.S. Holder and that is not apartnership (or other entity treated as a partnership for U.S. federal income tax purposes).
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds
debt securities or shares of common or preferred stock, the U.S. federal income tax treatment of a partner will
generally depend on the status of the partner and the activities of the partnership. A partnership holding debt
securities or shares of common or preferred stock, and partners in such a partnership, should consult their own
tax advisors with regard to the U.S. federal income tax consequences of the purchase, ownership and dispositionof the debt securities or shares of common or preferred stock by the partnership.
THE DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF
THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE DEBT SECURITIES, COMMON STOCK
AND PREFERRED STOCK IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE,
LEGAL OR TAX ADVICE TO ANY PARTICULAR PERSON. ACCORDINGLY, ALL PROSPECTIVEINVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S.
FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES RELATING TO THE
PURCHASE, OWNERSHIP AND DISPOSITION OF THE DEBT SECURITIES, COMMON STOCK OR
PREFERRED STOCK BASED ON THEIR PARTICULAR CIRCUMSTANCES.
U.S. Federal Income Taxation of U.S. Holders
Debt Securities
Payments of Interest. Except as set forth below, interest on debt securities generally will be taxable toa U.S. Holder as ordinary interest income from domestic sources at the time that such interest is paid or accruedin accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.
Original Issue Discount. Special tax accounting rules apply to debt securities issued with “originalissue discount” (“OID”) for U.S. federal income tax purposes (“OID debt securities”). In general, debt securities
will be treated as issued with OID if the “issue price” of the debt securities is less than their “stated redemption
price at maturity” unless the amount of such difference is de minimis (less than 0.25% of the stated redemption
price at maturity multiplied by the number of complete years to maturity). Regardless of the regular method of145accounting used by a U.S. Holder for U.S. federal income tax purposes, OID generally must be accrued intogross income on a constant yield basis, in advance of the receipt of some or all of the cash attributable to such
OID.
The “issue price” of debt securities will be the initial offering price to the public at which a substantial
amount of the debt securities is sold for cash (ignoring sales to bond houses, brokers or similar persons ororganizations acting in the capacity of underwriters, placement agents or wholesalers). The “stated redemption
price at maturity” of debt securities is the sum of all payments to be made on the debt securities other than“qualified stated interest” payments. A “qualified stated interest” payment is stated interest that is
unconditionally payable at least annually at a single fixed rate (appropriately taking into account the length of theinterval between payments).
For OID debt securities having a term of more than one year, the amount of OID includible in grossincome by a U.S. Holder of the OID debt securities is the sum of the “daily portions” of OID with respect to the
OID debt securities for each day during the taxable year in which such U.S. Holder held the OID debt securities.
The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID
allocable to such accrual period.
The amount of OID allocable to any accrual period is generally equal to the excess (if any) of (i) the
product of the “adjusted issue price” of the OID debt securities at the beginning of such accrual period and theyield to maturity of the OID debt securities, as determined on the basis of compounding at the close of eachaccrual period and properly adjusted for the length of the accrual period, over (ii) the sum of any qualified statedinterest payments allocable to the accrual period. For this purpose, accrual periods may be of any length and mayvary in length over the term of the OID debt securities provided that each accrual period is no longer than one
year and each scheduled payment of principal or interest occurs at the beginning or the end of an accrual period.
The adjusted issue price of OID debt securities at the start of any accrual period is generally equal tothe issue price, increased by the accrued OID for each prior accrual period, and reduced by certain priorpayments with respect to the OID debt securities that were not qualified stated interest payments.
Under the constant yield method for accruing OID, a U.S. Holder generally will have to include ingross income increasingly greater amounts of OID in successive accrual periods.
Debt securities may contain provisions allowing the debt securities to be redeemed prior to their statedmaturity date at our option or at the option of holders. For purposes of determining yield and maturity, debt
securities that may be redeemed prior to their stated maturity date at the option of the issuer generally will betreated from the time of issuance as having a maturity date for U.S. federal income tax purposes on such
redemption date if such redemption would result in a lower yield to maturity. Conversely, debt securities that
may be redeemed prior to their stated maturity date at the option of the holder generally will be treated from thetime of issuance as having a maturity date for U.S. federal income tax purposes on such redemption date if such
redemption would result in a higher yield to maturity. If the exercise of such an option does not occur, contrary to
the assumptions made as of the issue date, then solely for purposes of the accrual of OID, the debt securities willbe treated as reissued on the date of the change in circumstances for an amount equal to their adjusted issue price.
We are required to report to the IRS the amount of OID accrued in respect of OID debt securities heldby persons other than exempt holders.
Short-Term Debt Securities. In the case of debt securities that have a fixed maturity of one year or less(“short-term debt securities”), all payments, including all payments of stated interest, will be included in thestated redemption price at maturity. The short-term debt securities will be treated for U.S. federal income tax
purposes as having been issued with OID in the amount of the difference between their issue price and statedredemption price at maturity. In general, U.S. Holders that use the accrual method of accounting for U.S. federal
146

income tax purposes and certain other U.S. Holders are required to accrue OID in respect of short-term debt
securities into gross income either on a ratable basis or, if a U.S. Holder so elects, on a constant yield basis using
daily compounding. U.S. Holders that are individuals and certain other U.S. Holders that use the cash method of
accounting for U.S. federal income tax purposes are not required to accrue OID on short-term debt securities inadvance of the receipt of payment unless they elect to do so. If such a U.S. Holder does not elect to accrue OID
on short-term debt securities into gross income, then gain subsequently recognized upon the sale, retirement orother disposition of the short-term debt securities generally will be treated as ordinary interest income to theextent of the OID that has accrued through the date of such disposition. Furthermore, a non-electing U.S. Holderof short-term debt securities may be required to defer deductions for a portion of the U.S. Holder’s interest
expense with respect to any indebtedness incurred or maintained to purchase or carry the short-term debt
securities.
Variable Rate Debt Securities. Treasury regulations prescribe special rules for “variable rate debt
instruments” that provide for the payment of interest based on certain floating or objective rates. In general, debt
securities will qualify as variable rate debt instruments (“variable rate debt securities”) if (i) the issue price of thedebt securities does not exceed the total non-contingent principal payments due in respect of the debt securities
by more than an amount equal to the lesser of (A) 0.015 multiplied by the product of the total non-contingent
principal payments and the number of complete years to maturity from the issue date or (B) 15% of the total
non-contingent principal payments, and (ii) the debt securities provide for stated interest, paid or compounded atleast annually, at “current values” of (A) one or more “qualified floating rates,” (B) a single fixed rate and one ormore qualified floating rates, (C) a single “objective rate,” or (D) a single fixed rate and a single objective ratethat is a “qualified inverse floating rate.” A current value of a rate is the value of the rate on any date that is no
earlier than three months prior to the first day on which that value is in effect and no later than one year
following that first day.
A “qualified floating rate” is any variable rate where variations in the value of such rate canreasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in thecurrency in which the variable rate debt securities are denominated. Although a multiple of a qualified floating
rate generally will not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35 can constitute a qualified
floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greaterthan 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floatingrate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately thesame values throughout the term of the variable rate debt securities (e.g., two or more qualified floating rates
with values within 25 basis points of each other as determined on the issue date) will be treated as a single
qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum stated interest rate (i.e., a cap), a
minimum stated interest rate (i.e., a floor) or a restriction on the amount of increase or decrease in the statedinterest (i.e., a governor) may, under certain circumstances, fail to be treated as a qualified floating rate unlesssuch restrictions are fixed throughout the term of the variable rate debt securities or are reasonably expected to
not have a significant effect on the yield of the variable rate debt securities.
An “objective rate” is a rate that is not itself a qualified floating rate but which is determined using asingle fixed formula and that is based on objective financial or economic information. A rate will not qualify as
an objective rate if it is based on information that is within the control of the issuer (or a related party) or that is
unique to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of theissuer’s stock (although a rate does not fail to be an objective rate merely because it is based on the credit qualityof the issuer). An objective rate is a “qualified inverse floating rate” if the rate is equal to a fixed rate minus a
qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the qualified floating rate. If debt securities provide for stated interest at a fixed
rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the issue date is intended to approximate the fixed rate (e.g., the value of147

the variable rate on the issue date does not differ from the value of the fixed rate by more than 0.25%), then the
fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as
the case may be.
If variable rate debt securities provide for stated interest at either a single qualified floating rate or asingle objective rate throughout their term, and such interest is unconditionally payable in cash or property (otherthan debt instruments of the issuer) at least annually, then all stated interest on such variable rate debt securities
will constitute qualified stated interest that is included in gross income by U.S. Holders as received or accrued inaccordance with their regular methods of accounting for U.S. federal income tax purposes. Thus, such variable
rate debt securities generally will not be treated as having been issued with OID unless the variable rate securities
are sold at a discount from their stated principal amount, subject to a de minimis exception. In general, theamount of qualified stated interest and OID, if any, that accrues during an accrual period on such variable rate
debt securities is determined under the rules described above by assuming that the variable rate is a fixed rateequal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue dateof the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than aqualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the variable rate
debt securities. The qualified stated interest allocable to an accrual period is increased (or decreased) if theinterest actually paid during an accrual period exceeds (or is less than) the interest that was accrued under theforegoing approach.
For other variable rate debt securities, the timing and amount of OID and qualified stated interest will
be determined by converting the variable rate debt securities into “equivalent fixed rate debt instruments.” Theconversion of the variable rate debt securities into equivalent fixed rate debt instruments generally involves
substituting for any qualified floating rate or qualified inverse floating rate a fixed rate equal to the value of thequalified floating rate or qualified inverse floating rate, as the case may be, as of the issue date, or substituting for
any objective rate (other than a qualified inverse floating rate) a fixed rate that reflects the yield that is reasonably
expected for the variable rate debt securities. In the case of variable rate debt securities that provide for statedinterest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate,
the fixed rate is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the variable
rate debt securities provide for a qualified inverse floating rate). Under such circumstances, the qualified floating
rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of thevariable rate debt securities as of their issue date is approximately the same as the fair market value of anotherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating
rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or aqualified inverse rate, the variable rate debt securities are then converted into equivalent fixed rate debt
instruments in the manner described above.
Once the variable rate debt securities are converted into equivalent fixed rate debt instruments
pursuant to the foregoing rules, the timing and amount of OID and qualified stated interest, if any, are determined
for the equivalent fixed rate debt instruments by applying the general OID rules to the equivalent fixed rate debt
instruments. A U.S. Holder of such variable rate debt securities will account for OID and qualified stated interest
as if the U.S. Holder held the equivalent fixed rate debt instruments. For each accrual period, appropriate
adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paidwith respect to the equivalent fixed rate debt instruments in the event that such amounts differ from the actual
amount of interest accrued or paid on the variable rate debt securities during the accrual period.
With respect to variable rate debt securities based on LIBOR, in October 2019, the United States
Department of Treasury released proposed regulations that would apply to debt securities with an alternative ratein the event that LIBOR is unavailable or unreliable. Such debt securities will be treated as having a single“qualified floating rate” and the possibility that LIBOR will become unavailable or unreliable is treated as a“remote contingency” that will be disregarded for purposes of determining whether the debt securities are subject
to a contingency. Further, the replacement of LIBOR with an alternative rate will not be a modification and will148

not result in a deemed exchange of the debt securities if the fair market value of the debt securities after the
replacement is substantially equivalent to the fair market value before replacement. The proposed regulations
provide two safe harbors for determining whether the fair market value is substantially equivalent after thealteration. The proposed regulations are effective after they are published as final regulations, though taxpayers
may rely on them earlier in certain circumstances. Prospective investors should consult their tax advisors
regarding the application of the proposed regulations to the debt securities.
Contingent Payment Debt Securities. If debt securities provide for variable rates of interest or othercontingent payments but fail to qualify as variable rate debt securities under the rules described above, then thedebt securities may become subject to the Treasury regulations governing “contingent payment debt instruments”(“contingent payment debt securities”). Under these Treasury regulations, a U.S. Holder of contingent payment
debt securities generally would be required to accrue interest income each taxable year based upon a“comparable yield” for a hypothetical fixed rate debt instrument with no contingent payments but with terms andconditions otherwise similar to the contingent payment debt securities, but in any event not less than theapplicable Federal rate (based on the overall maturity of the debt securities). We would be required to determine
the comparable yield and prepare, solely for U.S. federal income tax purposes, a projected payment schedule that
includes all non-contingent payments and estimates of the amount and timing of all contingent payments on thedebt securities.
If the actual contingent payments made on the contingent payment debt securities in a taxable year
differ from the projected contingent payments set forth on the projected payment schedule, adjustments will bemade for such differences. A net positive adjustment for the amount by which actual contingent payments during
the taxable year exceed the projected contingent payments for such taxable year will be treated as additional
interest income. A net negative adjustment for the amount by which actual contingent payments during thetaxable year are less than the projected contingent payments for such taxable year (i) first, will reduce the amountof interest required to be accrued in the current taxable year, (ii) second, any negative adjustments that exceed theamount of interest accrued in the current year will be treated as ordinary loss to the extent that the total interest
inclusions previously accrued in respect of the contingent payment debt securities exceed the total amount of net
negative adjustments treated as ordinary loss in prior taxable years, and (iii) third, any excess adjustments will betreated as a regular negative adjustment in the succeeding taxable year.
Upon the sale, retirement or other disposition of contingent payment debt securities, any gain
recognized by a U.S. Holder would be treated as ordinary income. Any loss arising in such a disposition would
be treated as an ordinary loss to the extent that the holder’s total interest inclusions exceed the total amount of net
negative adjustments treated as ordinary loss. The balance of such loss generally would constitute a capital loss.
The U.S. federal income tax treatment of any debt securities that will be treated as contingent payment
debt securities subject to these Treasury regulations will be more fully described in the applicable prospectus
supplement. The rules regarding contingent payment debt securities are complex. U.S. Holders should carefully
examine the applicable prospectus supplement for any such debt securities and should consult their own tax
advisors regarding the U.S. federal income tax consequences of the ownership and disposition of such debt
securities before deciding to purchase such debt securities.
Market Discount. If a U.S. Holder purchases debt securities (other than debt securities purchased atoriginal issue at or above the issue price and other than short-term debt securities) for an amount that is less thantheir stated redemption price at maturity or, in the case of OID debt securities, their revised issue price, theamount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless thatdifference is less than a specified de minimis amount. Under the market discount rules, a U.S. Holder generally
will be required to treat any payments received in respect of the debt securities, other than payments of qualifiedstated interest, and any gain derived from the sale, retirement or other disposition of the debt securities, as
ordinary income to the extent of the market discount that has accrued on the debt securities (on a ratable basis or,at the election of the U.S. Holder, a constant yield basis) but has not previously been included in gross income by149

the U.S. Holder. In addition, a U.S. Holder may be required to defer until the maturity of the debt securities, ortheir earlier disposition in a taxable transaction, the deduction of all or a portion of any interest expense incurred
on indebtedness incurred to purchase or carry such debt securities.
A U.S. Holder may elect to currently include market discount in gross income as it accrues, undereither a ratable or constant yield method, in which case the rules described above regarding characterization of
payments and gain as ordinary income and the deferral of interest deductions will not apply. An election to
currently include market discount in gross income, once made, applies to all market discount obligationsacquired by the U.S. Holder on or after the first taxable year to which the election applies and may not be
revoked without the consent of the IRS. Prospective investors should consult their own tax advisors before
making this election.
Acquisition Premium. If a U.S. Holder acquires OID debt securities for an amount greater than theiradjusted issue price but less than the sum of all amounts (other than qualified stated interest) payable with respect
to the OID debt securities after the date of acquisition, the OID debt securities will be treated as acquired at an
acquisition premium. For OID debt securities acquired with acquisition premium, the amount of OID that the
U.S. Holder must include in gross income with respect to the OID debt securities for any taxable year will be
reduced by the portion of acquisition premium properly allocable to such taxable year.
Amortizable Bond Premium. If a U.S. Holder purchases debt securities for an amount in excess of thesum of all amounts payable on the debt securities after the purchase date other than payments of qualified statedinterest, the U.S. Holder will be considered to have purchased the debt securities at a “premium” for U.S. federal
income tax purposes. In such case, the U.S. Holder generally may elect to amortize the premium over theremaining term of the debt securities, on a constant yield method, as an offset to interest includible in grossincome with respect to the debt securities, and the U.S. Holder would not be required to include OID, if any, ingross income in respect of the debt securities. In the case of debt securities that provide for alternative payment
schedules, the amount of premium generally is determined by assuming that a holder will exercise or not exercise
options in a manner that maximizes the holder’s yield, and that the issuer will exercise or not exercise options ina manner that minimizes the holder’s yield. Any election to amortize premium would apply to all debt securities(other than debt securities the interest on which is excludable from gross income) held or subsequently acquiredby a U.S. Holder on or after the first day of the first taxable year to which the election applies and is irrevocablewithout the consent of the IRS. Prospective investors should consult their own tax advisors before making thiselection.
Election to Treat All Interest as OID. U.S. Holders may elect to treat all interest in respect of debt
securities as OID and to calculate the amount includible in gross income for any taxable year under the constantyield method described above. For purposes of this election, interest includes stated interest, acquisition discount(the difference between an instrument’s stated redemption price at maturity and a holder’s basis), OID, deminimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizablebond premium or acquisition premium. If a U.S. Holder makes this election for debt securities with amortizablebond premium, the election is treated as an election under the amortizable bond premium rules described above
and the electing U.S. Holder will be required to amortize bond premium for all other debt instruments withamortizable bond premium held or subsequently acquired by the U.S. Holder. The election to treat all interest as
OID must be made for the taxable year in which the U.S. Holder acquires the debt securities, and the election
may not be revoked without the consent of the IRS. Prospective investors should consult their own tax advisors
before making this election.
Sale, Retirement or Other Taxable Disposition of Debt Securities. Upon the sale, retirement or othertaxable disposition of debt securities, a U.S. Holder generally will recognize U.S. source gain or loss equal to thedifference between the amount realized upon the sale, retirement or other taxable disposition (other than amounts
representing accrued and unpaid qualified stated interest, which will be taxable as ordinary interest income to theextent not previously included in gross income) and the U.S. Holder’s adjusted tax basis of the debt securities. In
150

general, the U.S. Holder’s adjusted tax basis of the debt securities will equal the U.S. Holder’s cost for the debt
securities, increased by all accrued OID or market discount previously included in gross income and reduced byany amortized premium and certain cash payments previously received in respect of the debt securities other thanqualified stated interest payments. Except as described above with respect to certain short-term debt securities,
contingent payment debt securities and debt securities acquired at a market discount, and except with respect togain or loss attributable to changes in exchange rates (as discussed below), such gain or loss generally will becapital gain or loss and will be long-term capital gain or loss if at the time of sale, retirement or other taxable
disposition the debt securities have been held for more than one year. Under current U.S. federal income tax law,certain non-corporate U.S. Holders, including individuals, are eligible for preferential rates of U.S. federal
income taxation in respect of long-term capital gains. The deductibility of capital losses is subject to limitations
under the Code.
Foreign Currency Debt Securities. In the case of debt securities denominated in a foreign currency(“foreign currency debt securities”), U.S. Holders will need to calculate and convert income into U.S. dollar
values, and may be required to account for gain or loss in respect of exchange rate fluctuations, in accordancewith special rules. In general, if an interest payment is made in a foreign currency to a cash-method U.S. Holder,
the U.S. Holder will be required to include in gross income the U.S. dollar value of the interest payment,
determined by translating the interest payment at the “spot rate” in effect for the foreign currency on the date thatpayment is received, regardless of whether the payment in fact is converted into U.S. dollars at that time. The
U.S. Holder will not recognize any exchange gain or loss with respect to the receipt of the interest payment.
An accrual-method U.S. Holder will be required to include in gross income for each taxable year the
U.S. dollar value of the interest that has accrued during such year, determined by translating interest at the
average rate of exchange for the period or periods during which interest accrued. Upon receipt of an interest
payment on the foreign currency debt securities (or the receipt of payment of sale or other disposition proceeds
attributable to unpaid interest that was previously accrued into gross income), such a U.S. Holder will recognize
exchange gain or loss in an amount equal to the difference between the U.S. dollar value of the payment,
determined by translating the foreign currency received at the spot rate in effect of such foreign currency on thedate received, and the U.S. dollar value of the interest income that the U.S. Holder has previously included ingross income with respect to the payment. Any exchange gain or loss generally will be treated as ordinary
income or loss, but will not be treated as interest income or expense, except to the extent provided in Treasury
regulations or administrative pronouncements of the IRS.
For purposes of translating interest accruals under the foregoing rules, the average rate of exchange for
an interest accrual period generally is the simple average of the exchange rates in effect for each business day of
the application period (or another average that is reasonably derived and consistently applied by the U.S. Holder).
A U.S. Holder may elect, however, to translate interest accruals at the spot rate in effect on the last day of theaccrual period (or last day of the taxable year in the case of an accrual period that straddles the U.S. Holder’staxable year), or on the date that the interest payment is received if that date is within five business days of theend of the accrual period. The election would apply to all foreign currency debt securities held or subsequently
acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and isirrevocable without the consent of the IRS.
The amount of OID on foreign currency debt securities will be determined for any accrual period in
the applicable foreign currency and then translated into U.S. dollars in the same manner as interest income
accrued by a U.S. Holder using the accrual method of accounting for U.S. federal income tax purposes, as
described above. Likewise, a U.S. Holder will recognize exchange gain or loss when payments attributable to the
OID are made to the extent of the difference between the U.S. dollar value of the accrued OID (determined in thesame manner as for accrued interest) and the U.S. dollar value of the payment (determined by translating any
foreign currency received at the spot rate for the foreign currency on the date of payment). For this purpose, allreceipts on foreign currency debt securities will be viewed (i) first, as the receipt of any periodic interest
payments provided under the terms of the foreign currency debt securities, (ii) second, as the receipt of151

previously accrued OID (to the extent of such OID), with payments considered made beginning with the earliest
accrual periods, and (iii) thereafter, as the receipt of principal.
If a U.S. Holder purchases foreign currency debt securities with previously-owned foreign currency,
then the initial tax basis of the foreign currency debt securities will be the U.S. dollar value of the foreign
currency paid, determined at the time of purchase. In the case of foreign currency debt securities that are tradedon an established securities market, a cash-method U.S. Holder (or an accrual-method U.S. Holder that so elects)
will determine the U.S. dollar value of the cost of the foreign currency debt securities by translating the amount
paid at the spot rate in effect on the settlement date of the purchase. A U.S. Holder who purchases foreign
currency debt securities with previously owned foreign currency will recognize exchange gain or loss at the timeof purchase attributable to the difference at the time of purchase, if any, between the U.S. Holder’s adjusted tax
basis in the foreign currency and the fair market value of the foreign currency debt securities, in U.S. dollars, on
the date of purchase. The exchange gain or loss will be ordinary income or loss.
When determining the amount of any gain or loss recognized by a U.S. Holder on the sale, retirement
or other taxable disposition of foreign currency debt securities, the amount realized will be the U.S. dollar valueof the amount realized in the foreign currency (other than amounts attributable to accrued but unpaid interest,
which generally will be treated as a payment of interest), determined at the time of the sale, retirement or othertaxable disposition and in accordance with the U.S. Holder’s applicable method of accounting for U.S. federal
income tax purposes. In the case of foreign currency debt securities that are denominated in a foreign currency
and traded on an established securities market, a cash basis U.S. Holder (or an accrual basis U.S. Holder that so
elects) will determine the U.S. dollar value of the amount realized by translating at the spot rate in effect on thesettlement date of the sale. A U.S. Holder will recognize exchange gain or loss attributable to the movement inexchange rates between the time of purchase and disposition of foreign currency debt securities. Such gain orloss generally will be treated as ordinary income or loss from U.S. sources. The amount of exchange gain or loss
will be limited to the amount of overall gain or loss realized on the sale, retirement or other taxable disposition of
the foreign currency debt securities.
A U.S. Holder’s tax basis in foreign currency received as interest on foreign currency debt securities
will be the U.S. dollar value of the interest payment at the spot rate in effect on the date that the foreign currency
is received. The tax basis in foreign currency received on the sale, retirement or other taxable disposition offoreign currency debt securities will be equal to the U.S. dollar value of the foreign currency, determined at thetime of the sale, retirement or other taxable disposition in the manner described above. Any gain or loss
recognized by a U.S. Holder on a taxable disposition of the foreign currency will be ordinary income or loss, butwill not be treated as interest income or expense, except to the extent provided in Treasury regulations oradministrative pronouncements of the IRS.
Special rules apply to foreign currency debt securities that are denominated in one of certain
hyperinflationary currencies, denominated in multiple currencies, and contingent payment debt securities
denominated in a foreign currency. Prospective investors should carefully examine the applicable prospectus
supplement for any such debt securities and should consult their own tax advisors regarding the U.S. federal
income tax consequences of the ownership and disposition of such debt securities before deciding to purchasesuch debt securities.
Reportable Transactions. Applicable Treasury regulations require taxpayers that participate in“reportable transactions” to disclose their participation to the IRS by attaching Form 8886 to their U.S. federal
tax returns and to retain a copy of all documents and records related to the transaction. In addition, “material
advisors” with respect to such a transaction are required to file returns and maintain records, including lists
identifying investors in the transactions, and to furnish those records to the IRS upon demand. A transaction may
be a “reportable transaction” based on any of several criteria, one or more of which may be present with respect
to an investment in the debt securities. Whether an investment in the debt securities constitutes a “reportabletransaction” for any investor depends on that investor’s particular circumstances. The regulations provide that, in152

addition to certain other transactions, a “loss transaction” constitutes a “reportable transaction.” A “losstransaction” is any transaction resulting in the taxpayer claiming a loss under Section 165 of the Code in an
amount equal to or in excess of certain threshold amounts. The regulations specifically provide that a loss
resulting from a “Section 988 transaction” (which includes a transaction payable in a foreign currency) will
constitute a Section 165 loss. Therefore, losses realized with respect to foreign currency debt securities may
constitute a Section 988 transaction, and a holder of such debt securities that recognizes exchange loss in an
amount that exceeds the loss threshold amount applicable to that holder may be required to file Form 8886. U.S.
Holders should consult their own tax advisors concerning any possible disclosure obligation they may have withrespect to their investment in foreign currency debt securities and should be aware that, should any “material
advisor” determine that the return filing or investor list maintenance requirements apply to an offering of suchdebt securities, they would be required to comply with these requirements.
Common Stock and Preferred Stock
Distributions. A distribution paid by us in respect of common or preferred stock will constitute a
dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current oraccumulated earnings and profits, as determined under U.S. federal income tax principles. The gross amount of
any such dividend to a U.S. Holder will be included in the gross income of the U.S. Holder, as ordinary dividend
income from U.S. sources. In general, distributions in excess of our current or accumulated earnings and profits
will not be taxable to a U.S. Holder to the extent that such distributions to the U.S. Holder do not exceed the U.S.
Holder’s adjusted tax basis in the shares of common or preferred stock with respect to which the distribution ispaid, but rather will reduce the U.S. Holder’s adjusted tax basis in such common or preferred stock (but not
below zero). To the extent that distributions exceed our current and accumulated earnings and profits as well as
the U.S. Holder’s adjusted tax basis in the common or preferred stock, such distributions generally will betaxable as capital gain realized in respect of the common or preferred stock.
Under current U.S. federal income tax law, dividends paid to certain non-corporate U.S. Holders,
including individuals, generally will constitute qualified dividend income eligible for preferential rates of U.S.
federal income tax, provided certain conditions and requirements are satisfied, such as minimum holding periodrequirements. U.S. Holders that are corporations may be eligible for a partial dividends-received deduction withrespect to dividend distributions that are paid in respect of common or preferred stock, subject to certain
conditions and requirements, such as minimum holding period requirements. There can be no assurance that wewill have sufficient current or accumulated earnings and profits for distributions in respect of common or
preferred stock to qualify as dividends for U.S. federal income tax purposes.
U.S. Holders should be aware that dividends exceeding certain thresholds in relation to such U.S.
Holders’ tax basis in the common or preferred stock could be characterized as “extraordinary dividends” (asdefined in Section 1059 of the Code). Generally, a corporate U.S. Holder that receives an extraordinary dividend
is required to reduce its tax basis in the common or preferred stock by the portion of such dividend that is not
taxed because of the dividends received deduction, and is required to recognize taxable gain to the extent such
portion of the dividend exceeds the U.S. Holder’s tax basis in the common or preferred stock. U.S. Holders whoare individuals and who receive an “extraordinary dividend” would be required to treat any losses on the sale ofthe common or preferred stock as long-term capital losses to the extent that the dividends received by them
qualified for the reduced tax rate on qualified dividend income, as described above. Prospective investors incommon or preferred stock should consult their own tax advisors with respect to the potential application of the“extraordinary dividend” rules to an investment in the common or preferred stock.
Sale or Other Taxable Dispositions of Common or Preferred Stock. In general, a U.S. Holder willrecognize capital gain or loss upon the sale or other taxable disposition of common or preferred stock in an
amount equal to the difference between the sum of the fair market value of any property and the amount of cash
received in such disposition and such U.S. Holder’s adjusted tax basis in the common or preferred stock at thetime of the disposition. Any such capital gain will be long-term capital gain if the common or preferred stock has
153been held by the U.S. Holder for more than one year. Under current U.S. federal income tax law, certain
non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax
on long-term capital gains. The ability to utilize capital losses is subject to limitations under the Code.
Redemptions of Common Stock or Preferred Stock. A redemption of shares of common or preferredstock generally will be treated under Section 302 of the Code as a distribution unless the redemption satisfies oneof the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the common
or preferred stock that is redeemed. If a redemption of shares of common or preferred stock is treated as a sale or
exchange, the redemption will be taxable as described under “—Sale or Other Taxable Dispositions of Common
or Preferred Stock” above, except that an amount received in respect of declared but unpaid dividends generally
will be taxable as a dividend if we have sufficient current or accumulated earnings and profits, as describedabove under “—Distributions.”
A redemption will be treated as a sale or exchange if it (i) results in a complete termination of a U.S.
Holder’s interest in us, (ii) is “substantially disproportionate” with respect to a U.S. Holder, or (iii) is not“essentially equivalent to a dividend” with respect to a U.S. Holder, all within the meaning of Section 302(b) of
the Code. In determining whether any of these tests has been met, shares of common or preferred stock deemed
owned by a U.S. Holder by reason of certain constructive ownership rules, as well as shares actually owned bysuch U.S. Holder, must be taken into account. A redemption of shares of common and preferred stock held by a
U.S. Holder generally will qualify for sale or exchange treatment if the U.S. Holder does not own (actually or
constructively) any shares of any classes of our common or preferred stock following the redemption, or if the
U.S. Holder owns (actually or constructively) only an insubstantial percentage of our common or preferred stock,
the redemption has the effect of decreasing such ownership percentage and the U.S. Holder does not participate
in our control or management. However, the determination as to whether any of the tests of Section 302(b) of theCode will be satisfied with respect to any particular U.S. Holder depends upon the facts and circumstances at thetime of the redemption.
If a redemption of shares of common or preferred stock is treated as a distribution, the entire amountreceived will be taxable as described under the caption “—Distributions” above. U.S. Holders should consult
their tax advisors regarding the effect of such transaction on the tax basis of any remaining shares of common or
preferred stock held by such holder immediately after the redemption.
Prospective investors should consult their own tax advisors for purposes of determining the tax
consequences resulting from redemption of shares of common or preferred stock in their particular
circumstances.
Terms of Preferred Stock. The U.S. federal income tax consequences of the purchase, ownership or
disposition of preferred stock will depend on a number of factors, including the specific terms of the preferredstock (such as any put or call option or redemption provisions, any conversion or exchange features and the priceat which the preferred stock is sold). Prospective investors should carefully examine the applicable prospectus
supplement and should consult their own tax advisors, regarding the material U.S. federal income tax
consequences, if any, of the ownership and disposition of preferred stock based upon their particular
circumstances and the terms of the preferred stock.
Medicare Tax
A U. S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts
that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment
income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income forthe taxable year over a certain threshold. A U.S. Holder’s net investment income will generally include its
interest and dividend income and net gain from the disposition of the debt securities and common and preferredstock, unless such income and net gain is derived in the ordinary course of the conduct of a trade or business154

(other than a trade or business that consists of certain passive or trading activities). Net investment income may,
however, be reduced by properly allocable deductions to such income. U.S. Holders that are individuals, estates
or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax to their income andgains from the debt securities, common stock and preferred stock.
U.S. Federal Income Taxation of Non-U.S. Holders
Debt Securities
Payments of Interest (including OID). Subject to the discussion below concerning backup withholding
and the Foreign Account Tax Compliance Act (“FATCA”), payments of interest (including OID, if any) on thedebt securities by us or our paying agent to any Non-U.S. Holder will be exempt from U.S. federal income tax(including withholding tax), provided that:Š

the Non-U.S. Holder does not own, actually or constructively, 10% or more of the total
combined voting power of all classes of our stock entitled to vote;Šthe Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, tous through stock ownership or a bank receiving interest described in Section 881(c)(3)(A) of
the Code;Šthe interest is not effectively connected with the conduct by the Non-U.S. Holder of a trade orbusiness within the United States (or, if a tax treaty applies, is not attributable to a permanentestablishment maintained by the Non-U.S. Holder in the United States);Š

the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code andthe Treasury regulations thereunder; andŠthe certification requirement has been fulfilled with respect to the beneficial owner, as
discussed below.

The certification requirement referred to above will be fulfilled if (i) the beneficial owner of the debt
securities certifies on IRS Form W-8BEN or W-8BEN-E or other successor form, under penalties of perjury, thatsuch beneficial owner is not a U.S. person and provides its name and address, and (ii) the beneficial owner files
IRS Form W-8BEN or W-8BEN-E or other successor form with the paying agent, or in the case of debt securities
held on behalf of the beneficial owner by a securities clearing organization, bank, or other financial institution
holding customers’ securities in the ordinary course of its trade or business, such financial institution files withthe paying agent a statement that it has received the IRS Form W-8BEN or W-8BEN-E or other successor form
from the beneficial owner and furnishes the paying agent with a copy. With respect to debt securities held by aforeign partnership, unless the foreign partnership has entered into a withholding agreement with the IRS, theforeign partnership generally will be required to provide an IRS Form W-8IMY or other successor form and toassociate with such form an appropriate certification or other appropriate documentation from each partner.
Prospective investors, including foreign partnerships and their partners, should consult their tax advisors
regarding additional reporting possible requirements.
If the requirements are not satisfied, a 30% withholding tax will apply to the gross amount of interest(including OID, if any) on the debt securities that is paid to a Non-U.S. Holder, unless either: (a) an applicable
income tax treaty reduces or eliminates such tax, and the Non-U.S. Holder claims the benefit of that treaty byproviding a properly completed and duly executed IRS Form W-8BEN or W-8BEN-E or other successor form
establishing qualification for benefits under the treaty, or (b) interest (including OID, if any) on the debt
securities is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States
and the Non-U.S. Holder provides an appropriate statement to that effect on a properly completed and duly
155

executed IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, or other successor form. If a Non-U.S.
Holder of debt securities is engaged in the conduct of a trade or business in the United States, and interest(including OID, if any) on the debt securities is effectively connected with the conduct of such trade or business(and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the
Non-U.S. Holder in the United States), the Non-U.S. Holder, although exempt from the withholding tax
discussed in the preceding sentence, will be subject to regular U.S. federal income tax on its effectively
connected income, generally in the same manner as a U.S. Holder (or in a manner specified by an applicable
income tax treaty). See “—U.S. Federal Income Taxation of U.S. Holders” above. In addition, a Non-U.S. Holderthat is a foreign corporation may be subject to a 30% branch profits tax (unless reduced or eliminated by anapplicable tax treaty) on its earnings and profits for the taxable year attributable to its effectively connected
income, subject to certain adjustments.
Sale, Retirement, or Other Taxable Disposition of Debt Securities.
A Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on thesale, retirement or other taxable disposition of the debt securities, unless:Š

the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the
taxable year of the disposition and certain other conditions are met; orŠ

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in
the United States (and, if required by an applicable tax treaty, is attributable to a permanentestablishment maintained by the Non-U.S. Holder in the United States).

If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax
at a rate of 30% on the amount by which its U.S.-source capital gains exceed its U.S.-source capital losses. If thesecond exception applies, the non-U.S. holder will generally be subject to U.S. federal income tax on the net gain
derived from the sale or other disposition of the debt securities in the same manner as a U.S. Holder. See “—U.S.
Federal Income Taxation of U.S. Holders” above. In addition, a Non-U.S. Holder that is a foreign corporation
may be subject to a 30% branch profits tax (unless reduced or eliminated by an applicable tax treaty) on its
earnings and profits for the taxable year attributable to its effectively connected income, subject to certain
adjustments.
Common Stock and Preferred Stock
Distributions. Except as described below, dividends paid to a Non-U.S. Holder in respect of common
or preferred stock generally will be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as
may be specified by an applicable tax treaty. In order to claim the benefits of an applicable tax treaty, a Non-U.S.
Holder will be required to satisfy applicable certification (for example, IRS Form W-8BEN or W-8BEN-E orother applicable or successor form) and other requirements prior to the distribution date. Non-U.S. Holders
should consult their own tax advisors regarding their entitlement to benefits under an applicable income tax
treaty and the requirements for claiming any such benefits.
Dividends paid to a Non-U.S. Holder that are effectively connected with its conduct of a trade orbusiness within the United States (and, if required by an applicable income tax treaty, are attributable to apermanent establishment maintained by the Non-U.S. Holder in the United States) generally are exempt from the
30% U.S. federal withholding tax. Instead, any such dividends generally will be subject to U.S. federal income
tax in the same manner as if the Non-U.S. Holder were a U.S. Holder, as described above. See “—U.S. Federal
Income Taxation of U.S. Holders” above. Non-U.S. Holders will be required to comply with certification (forexample, IRS Form W-8ECI or other applicable or successor form) and other requirements in order for
effectively connected income to be exempt from the 30% U.S. federal withholding tax. A corporate Non-U.S.
Holder also may be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be156specified by an applicable tax treaty) with respect to any effectively connected dividends, subject to certain
adjustments.
Sale or Other Taxable Disposition of Common or Preferred Stock. A Non-U.S. Holder generally will
be subject to U.S. federal income tax on gain recognized on a sale or other taxable disposition of common or
preferred stock under the same principles discussed in “—Sale, Retirement, or Other Taxable Disposition of Debt
Securities” above as long as we are not and have not been a United States real property holding corporation for
U.S. federal income tax purposes at any time during the five year period (or shorter period in some situations)ending on the date of the disposition. We have not been, are not and do not anticipate becoming a United States
real property holding corporation for U.S. federal income tax purposes.
As discussed above under “—U.S. Federal Income Taxation of U.S. Holders—Common Stock andPreferred Stock—Redemptions of Common Stock or Preferred Stock,” the proceeds received from a redemptionof shares of common or preferred stock may be treated as a distribution in certain circumstances, in which case,the discussion above under “—Distributions” would be applicable.
Terms of Preferred Stock. The U.S. federal income tax consequences of the purchase, ownership or
disposition of preferred stock will depend on a number of factors, including the specific terms of the preferredstock (such as any put or call option or redemption provisions, any conversion or exchange features and the priceat which the preferred stock is sold). Prospective investors should carefully examine the applicable prospectus
supplement and should consult their own tax advisors, regarding the material U.S. federal income tax
consequences, if any, of the ownership and disposition of preferred stock based upon their particular
circumstances and the terms of the preferred stock.
Backup Withholding and Information Reporting
U.S. Holders. In general, a U.S. Holder (other than exempt holders) will be subject to information
reporting requirements with respect to (i) payments of principal, premium (if any), and interest (including OID)
paid in respect of, and the proceeds from a sale, redemption or other disposition of the debt securities, and(ii) dividends and other taxable distributions paid in respect of, and the proceeds from a sale, redemption or otherdisposition of, the common or preferred stock. In addition, such a U.S. Holder may be subject to backup
withholding on such payments if the U.S. Holder (i) fails to provide an accurate taxpayer identification number
to the payor; (ii) has been notified by the IRS of a failure to report all interest or dividends required to be shownon its U.S. federal income tax returns; or (iii) in certain circumstances, fails to comply with applicablecertification requirements.
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit
against a U.S. Holder’s U.S. federal income tax liability provided the required information is furnished to the IRS
on a timely basis. U.S. Holders should consult their tax advisors regarding the application of information
reporting and backup withholding rules in their particular situations, the availability of an exemption therefrom,and the procedure for obtaining such an exemption, if applicable.
Non-U.S. Holders. In general, we or our paying agent must report to the IRS and to a Non-U.S. Holder
the amount of interest (including OID, if any) on the debt securities, and dividends on the common or preferredstock, paid to the Non-U.S. Holder and the amount of U.S. federal withholding tax, if any, deducted from thosepayments. Copies of the information returns reporting such interest and dividend payments and any associated
U.S. federal withholding tax also may be made available to the tax authorities in the country in which the
Non-U.S. Holder resides under the provisions of an applicable tax treaty. A Non-U.S. Holder generally will not
be subject to backup withholding with respect to payments that we make on the debt securities or shares ofcommon or preferred stock provided that we or our paying agent does not have actual knowledge or reason toknow that the Non-U.S. Holder is a U.S. person (as defined under the Code), and we or our paying agent hasreceived from the Non-U.S. Holder an appropriate certification of non-U.S. status (i.e., IRS Form W-8BEN or
157

W-8BEN-E or other applicable or successor Form W-8). Information reporting and, depending on thecircumstances, backup withholding will apply to the payment of the proceeds of a sale of debt securities or sharesof common or preferred stock, as the case may be, that is effected within the United States or effected outside theUnited States through certain U.S.-related financial intermediaries, unless the Non-U.S. Holder certifies underpenalty of perjury as to its non-U.S. status, and the payor does not have actual knowledge or reason to know thatthe beneficial owner is a U.S. person, or the Non-U.S. Holder otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit
against a Non-U.S. Holder’s U.S. federal income tax liability provided the required information is furnished to
the IRS on a timely basis. Non-U.S. Holders of debt securities should consult their tax advisors regarding theapplication of information reporting and backup withholding in their particular situations, the availability of an
exemption therefrom, and the procedure for obtaining an exemption, if applicable.
Legislation Affecting the Taxation of Debt Securities, Common Stock and Preferred Stock Held by or
through Foreign Entities
FATCA, contained in Sections 1471 through 1474 of the Code, imposes a 30% withholding tax onwithholdable payments (as defined below) made to a foreign financial institution, unless such institution enters
into an agreement with the Treasury to, among other things, collect and provide to it substantial information
regarding such institution’s United States financial account holders, including certain account holders that areforeign entities with United States owners. The legislation also generally imposes a 30% withholding tax onwithholdable payments to a non-financial foreign entity unless such entity provides the paying agent with acertification that it does not have any substantial United States owners or a certification identifying the direct andindirect substantial United States owners of the entity. “Withholdable payments” include payments of interest(including OID) with respect to debt securities and distributions in respect of common or preferred stock fromsources within the United States, unless the payments of interest or distributions are effectively connected withthe conduct of a United States trade or business and taxed as such. An intergovernmental agreement between the
United States and an applicable foreign country, or future Treasury regulations, may modify these requirements.
Investors are urged to consult their own tax advisors regarding the application of the legislation and Treasury
regulations to the debt securities.

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PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We may sell the securities offered under this prospectus through agents, through underwriters or
dealers or directly to one or more purchasers.
Underwriters, dealers and agents that participate in the distribution of the securities offered under thisprospectus may be underwriters as defined in the Securities Act of 1933 and any discounts or commissions
received by them from us and any profit on the resale of the offered securities by them may be treated asunderwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified
and their compensation, including any underwriting discount or commission, will be described in the applicableprospectus supplement. The applicable prospectus supplement will also describe other terms of the offering,
including the initial public offering price, any discounts or concessions allowed or reallowed or paid tounderwriters, dealers or agents and any securities exchanges on which the offered securities may be listed. The
maximum discount or commission that may be received by any member of FINRA for sales of securities
pursuant to this prospectus, together with the reimbursement of any counsel fees by us, will not exceed 8.00% of
the initial gross proceeds from the sale of any securities being sold. Any agreements that we enter into with
underwriters, dealers and agents will contain, to the extent required, contractual provisions required to comply
with the “Restrictions on Qualified Financial Contracts of Systemically Important U.S. Banking Organizations
and the U.S. Operations of Systemically Important Foreign Banking Organizations; Revisions to the Definitionof Qualifying Master Netting Agreement and Related Definitions” as issued by the FRB, the FDIC and the OCC
and other applicable law.
The distribution of the securities offered under this prospectus may occur from time to time in one ormore transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time ofsale, at prices related to the prevailing market prices or at negotiated prices.
We may determine the price or other terms of the securities offered under this prospectus by use of anelectronic auction. We will describe in the applicable prospectus supplement how any auction will be conducted
to determine the price or any other terms of the securities, how potential investors may participate in the auction
and, where applicable, the nature of the underwriters’ obligations with respect to the auction.
If the applicable prospectus supplement indicates, we will authorize dealers or our agents to solicit
offers by institutions to purchase offered securities from us under contracts that provide for payment and delivery
on a future date. We must approve all institutions, but they may include, among others:Š

commercial and savings banks;

Šinsurance companies;Š

pension funds;Š

investment companies; andŠ

educational and charitable institutions.

The institutional purchaser’s obligations under the contract are only subject to the condition that the purchase of
the offered securities at the time of delivery is allowed by the laws that govern the purchaser. The dealers and ouragents will not be responsible for the validity or performance of the contracts.
One or more of our indirectly, wholly-owned subsidiaries, including, but not limited to, Wells Fargo
Securities, LLC and Wells Fargo Advisors (the trade name of the retail brokerage business of Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), may help place some of the159securities offered under this prospectus. If this occurs, the placement will comply with Rule 5121 of FINRA. The
underwriters, agents and dealers participating in the sale of securities offered by this prospectus will not confirm
sales to accounts over which they exercise discretionary authority without the prior specific written approval of
the customer in accordance with Rule 5121 of FINRA.
This prospectus, together with any applicable prospectus supplement, may also be used by ouraffiliates, including, but not limited to, Wells Fargo Securities, LLC and Wells Fargo Advisors (the trade name of
the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial
Network, LLC), in connection with offers and sales of the offered securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Such affiliates may act as principals or
agents in such transactions. None of our affiliates have any obligation to make a market in any of the offeredsecurities and each may discontinue any market-making activities at any time without notice, at its sole
discretion.
The aggregate initial offering price specified on the cover of the applicable supplement will relate to
an initial offering of securities, and will not relate to any securities to be sold in market-making transactions.
Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction
will be provided to the purchaser in a separate confirmation of sale. The securities to be sold in market-making
transactions include securities issued after the date of this prospectus.
We may have agreements with the underwriters, dealers and agents, including our subsidiaries
mentioned above, to indemnify them against certain civil liabilities, including liabilities under the Securities Act,or to contribute with respect to payments which the underwriters, dealers or agents may be required to make as aresult of those certain civil liabilities.
In connection with any offering of the securities offered under this prospectus, underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of such securities or any othersecurities the prices of which may be used to determine payments on such securities. These transactions may
include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales
involve the sale by underwriters of a greater number of securities than the underwriters are required to purchasein the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or
retarding a decline in the market price of the securities while the offering is in progress.
Underwriters may also impose a penalty bid in any offering of securities offered under this prospectus
through a syndicate of underwriters. This occurs when a particular underwriter repays to the underwriters a
portion of the underwriting discount received by it because the other underwriters have repurchased securities
sold by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by underwriters may stabilize, maintain or otherwise affect the market price of the
securities offered under this prospectus. As a result, the price of such securities may be higher than the price that
otherwise might exist in the open market. If these activities are commenced, they may be discontinued byunderwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
When we issue the securities offered by this prospectus, except for shares of common stock or debt
securities issued upon a reopening of an existing series of debt securities, they may be new securities without anestablished trading market. If we sell a security offered by this prospectus to an underwriter for public offeringand sale, the underwriter may make a market for that security, but the underwriter will not be obligated to do so
and could discontinue any market making without notice at any time. Therefore, we cannot give any assurances
to you concerning the liquidity of any security offered by this prospectus.
Underwriters and agents and their affiliates may engage in various activities which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment
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research, principal investment, hedging, financing and brokerage activities. Underwriters and agents and theiraffiliates may be customers of, engage in transactions with, or perform services for us or our subsidiaries in theordinary course of their businesses. In addition, in the ordinary course of their various business activities, theunderwriters and agents and their affiliates may make or hold a broad array of investments and actively tradedebt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers, and such investment and securities activities may
involve securities and instruments of ours or our affiliates. Certain of the underwriters and agents and theiraffiliates may have a lending relationship with us and hedge their credit exposure to us consistent with theircustomary risk management policies. Typically, such underwriters, agents or their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creationof short positions in our securities, including potentially the securities offered hereby. Any such short positions
could adversely affect future trading prices of the securities offered hereby. In addition, in connection with the
distribution of the securities offered under this prospectus, we may enter into swap or other hedging transactions
with, or arranged by, underwriters or agents or their affiliates. These underwriters or agents or their affiliates may
receive compensation, trading gain or other benefits from these transactions. The underwriters and agents andtheir affiliates may also make investment recommendations and/or publish or express independent research viewsin respect of such securities or financial instruments and may hold, or recommend to clients that they acquire,long and/or short positions in such securities and instruments. The underwriters and agents and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect ofsuch securities or financial instruments and may at any time hold, or recommend to clients that they acquire, longor short positions in such securities and instruments.
Delivery of the securities will be made against payment therefor on or about the issue date specified ina supplement to this prospectus. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
generally are required to settle in two business days after the date the securities are priced, unless the parties toany such trade expressly agree otherwise. Accordingly, if the applicable supplement to this prospectus specifies
that the issue date is more than two business days after the date on which the securities are priced, purchasers
who wish to trade such securities at any time prior to the second business day preceding the issue date will be
required, by virtue of the fact that the securities will not settle in T+2, to specify an alternative settlement cycle atthe time of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors
in this regard.
Sales Restrictions
GeneralEach underwriter will agree that it will, to the best of its knowledge and belief, comply with allapplicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells ordelivers our securities or possesses or distributes this prospectus or the accompanying prospectus supplement or
any other offering material and will obtain any required consent, approval or permission for its purchase, offer,sale or delivery of such securities under the laws and regulations in force in any jurisdiction to which it is subject
or in which it makes purchases, offers, sales or deliveries. We will not have any responsibility for anunderwriter’s compliance with applicable securities laws.
Notice to Prospective Investors in Canada
The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principalthat are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements ofapplicable securities laws.
161

Securities legislation in certain provinces or territories of Canada may provide a purchaser withremedies for rescission or damages if this prospectus or the accompanying prospectus supplement (including any
amendments thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of thepurchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), theunderwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.
Prohibition of Sales to European Economic Area Retail Investors
The securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area. For purposes
hereof:(a)the expression “retail investor” means a person who is one (or more) of the following:(i)a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (asamended, “MiFID II”); or(ii)

a customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or(iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended; and(b)the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the securities offered so as to enable an investor todecide to purchase or subscribe the securities.

No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling packaged retail and insurance-based investment products or otherwise
making them available to retail investors in the European Economic Area has been prepared and therefore
offering or selling the securities or otherwise making them available to any retail investor in the European
Economic Area may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in Hong Kong
The securities may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors”
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules madethereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within themeaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of HongKong), and no advertisement, invitation or document relating to the securities may be issued or may be in thepossession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended
to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of
the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
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Notice to Prospective Investors in JapanThe securities have not been and will not be registered under the Financial Instruments and Exchange
Law of Japan (the “Financial Instruments and Exchange Law”) and each underwriter will represent and agree
that it will not, directly or indirectly, offer or sell any securities in Japan or to, or for the benefit of, any residentof Japan (which term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to aresident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise incompliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations andministerial guidelines of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the
securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1) of
the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified
in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any otherapplicable provision of the SFA.
Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person
which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor,
securities (as defined in Section 2 of the SFA) of that corporation or the beneficiaries’ rights and interest in thattrust shall not be transferable for 6 months after that corporation or that trust has acquired the securities under
Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant
person, as defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms thatsuch securities of that corporation or such rights and interest in that trust are acquired at a consideration of notless than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be
paid for in cash or by exchange of securities or other assets, and further, for corporations, in accordance with theconditions specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) when
the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.
Purchasers of our securities may be required to pay stamp taxes and other charges in accordance withthe laws and practices of the country of purchase in addition to the price to public disclosed in this prospectus or
the accompanying prospectus supplement.
Notice to Prospective Investors in Switzerland
The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of
the Swiss Financial Services Act (the “FinSA”) and will not be admitted to trading venue (exchange or
multilateral trading facility) in Switzerland. None of this prospectus or the accompanying prospectus supplement(including any amendments thereto) or any other offering or marketing material relating to the securities
constitutes a prospectus as such term is understood pursuant to the FinSA and none of this prospectus or theaccompanying prospectus supplement (including any amendments thereto) or any other offering or marketing
material relating to the securities may be publicly distributed or otherwise made publicly available in
Switzerland.
163

Notice to Prospective Investors in Taiwan
The offer or sale of the securities have not been and will not be registered with, or approved by, theFinancial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations of Taiwan, andthe securities may not be offered or sold in Taiwan. No person or entity in Taiwan has been authorized to offer orsell the securities in Taiwan.
Notice to Prospective Investors in the United Arab Emirates
This prospectus and the accompanying prospectus supplement (including any amendments thereto) do
not constitute, and are not intended to constitute, a solicitation or a public offer of our securities in the United
Arab Emirates and accordingly should not be construed as such. The securities listed in this prospectus or theaccompanying prospectus supplement have not been approved by or licensed or registered with the Central Bank,
the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in
the United Arab Emirates.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom this prospectus and the accompanying prospectus supplement (including any
amendments thereto) are only directed at non-retail investors (being persons who are not retail investors as
defined above) who are also (i) persons having professional experience in matters relating to investments who
fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order (all such
persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment
activity to which this prospectus and the accompanying prospectus supplement (including any amendments
thereto) relates is only available to, and will be engaged in only with, relevant persons. Any person in the United
Kingdom who is not a relevant person should not act or rely on this prospectus and the accompanying prospectus
supplement (including any amendments thereto) or any of their contents. Each person in the United Kingdom
who purchases securities will be deemed to have represented and warranted that they are a relevant person.

164

LEGAL OPINIONS
Faegre Drinker Biddle & Reath LLP will issue an opinion about the legality of the securities offeredby this prospectus. John J. Muller, who is our Senior Company Counsel, or another of our lawyers, will issue an
opinion to the underwriters or agents on certain matters related to the securities. Mr. Muller owns, or has the rightto acquire, a number of shares of our common stock which represents less than 0.1% of the total outstanding
common stock. Unless otherwise provided in the applicable prospectus supplement, certain legal matters will bepassed upon for any underwriters or agents by Gibson, Dunn & Crutcher LLP, San Francisco, California. Gibson,
Dunn & Crutcher LLP represents us and certain of our subsidiaries in other legal matters. Mr. Muller may rely on
Gibson, Dunn & Crutcher LLP as to matters of New York law and as to certain matters of California law.
EXPERTSThe consolidated financial statements of Wells Fargo & Company and Subsidiaries as ofDecember 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, andmanagement’s assessment of the effectiveness of internal control over financial reporting as of December 31,
2018 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

165

No dealer, salesperson or other person is
authorized to give any information or torepresent anything not contained in thisprospectus supplement and accompanying
prospectus. You must not rely on any
unauthorized information or representations.
This
prospectus
supplement
andtheaccompanying prospectus are an offer to sell
only the depositary shares offered hereby, but
only under circumstances and in jurisdictions
where it is lawful to do so. The information
contained or incorporated by reference in thisprospectus supplement and accompanying
prospectus is current only as of their respective
dates.

Wells Fargo & Company

40,000,000 Depositary Shares, Each
Representing a 1/1,000th Interest in a
Share of Non-Cumulative Perpetual Class
A Preferred Stock, Series CC

TABLE OF CONTENTS
Page

PROSPECTUS SUPPLEMENT

Prospectus Supplement
About This Prospectus Supplement . . . . . . . . . . . .
S-2
Wells Fargo & Company . . . . . . . . . . . . . . . . . . . . .
S-2
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Where You Can Find More Information . . . . . . . . . S-16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Description of the Series CC Preferred Stock . . . . . S-19
Description of the Depositary Shares . . . . . . . . . . . S-27
Description of Capital Stock . . . . . . . . . . . . . . . . . . S-30
Registration and Settlement . . . . . . . . . . . . . . . . . . S-31
United States Federal Income Tax
Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
Benefit Plan Investor Considerations . . . . . . . . . . . S-35
Underwriting (Conflicts of Interest) . . . . . . . . . . . . S-36
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-42
Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . .
9
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Description of Debt Securities . . . . . . . . . . . . . . . . . .
13
Description of Preferred Stock . . . . . . . . . . . . . . . . . .
51
Description of Depositary Shares . . . . . . . . . . . . . . . 126
Description of Common Stock . . . . . . . . . . . . . . . . . . 129
Description of Purchase Contracts . . . . . . . . . . . . . . . 132
Description of Securities Warrants . . . . . . . . . . . . . . . 138
Benefit Plan Investor Considerations . . . . . . . . . . . . . 142
United States Federal Income Tax Considerations . . 144
Plan of Distribution (Conflicts of Interest) . . . . . . . . . 159
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

Wells Fargo Securities
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