Prospectus Supplement to Prospectus Dated May 5, 2014

Wells Fargo & Company
2,000,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of
5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock,
Series U
Wells Fargo & Company is offering 2,000,000 depositary shares, each representing a 1/25th interest in a share of
5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series U, no par value, with a liquidationpreference amount of $25,000 per share (equivalent to $1,000 per depositary share) (the “Series U Preferred Stock”). Eachdepositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights, powers andpreferences of the Series U Preferred Stock represented by the depositary share.
Dividends on the Series U 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-cumulative basis (i) from the date of issuance to, but excluding, June 15, 2025, semi-annually in arrears on the 15th day ofeach June and December, commencing June 15, 2015, at an annual rate of 5.875%, and (ii) from, and including, June 15, 2025,
quarterly in arrears on the 15th day of each March, June, September and December, commencing September 15, 2025, at anannual rate equal to three-month LIBOR plus 3.99%. If our board of directors or a duly authorized committee of the board has
not declared a dividend on the Series U 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 U Preferred Stock are declared for any future dividend
period.
The Series U Preferred Stock may be redeemed by us at our option in whole, or in part, on June 15, 2025, or on any
dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series U Preferred Stock (equivalent to$1,000 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any
undeclared dividends. The Series U Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior toJune 15, 2025, upon the occurrence of a “regulatory capital treatment event,” as described herein, at a redemption price equal to$25,000 per share of Series U Preferred Stock (equivalent to $1,000 per depositary share), plus an amount equal to any declaredand unpaid dividends, without accumulation of any undeclared dividends.
The depositary shares will not be listed on any securities exchange or automated quotation system.
The depositary shares are unsecured securities of Wells Fargo & Company. The depositary shares are notsavings accounts, deposits, or other obligations of a depository institution 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 the accompanying 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.

Per Depositary Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Public Offering Price

Underwriting
Discount

Proceeds, before
expenses, toWells Fargo$
1,000$2,000,000,000$
10$20,000,000$
990$1,980,000,000

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, andClearstream Banking société anonyme on January 23, 2015.
Because our affiliate, Wells Fargo Securities, LLC, is participating in sales of the depositary shares, the offering isbeing conducted in compliance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5121, as administered by
FINRA.
Sole Book Running Manager

Wells Fargo Securities
Prospectus Supplement dated January 15, 2015

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. These documents contain information you should consider when
making your investment decision. You should rely only on the information contained in this prospectus
supplement, the accompanying prospectus, any related free writing prospectus prepared by us or on ourbehalf and the documents they incorporate by reference. We have not, and the underwriters have not,authorized anyone to provide you with different or additional information. If anyone provides you withdifferent or inconsistent information, you should not rely on it.
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. We provide banking, insurance, trust and investments, mortgage
banking, investment banking, retail banking, brokerage and consumer finance through banking stores and offices,ATMs, the internet and other distribution channels to individuals, businesses and institutions in all 50 states, theDistrict of Columbia and elsewhere internationally to support customers 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 thecontext 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 U 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 2,000,000 depositary shares, each
representing a 1/25th interest in a share of Series U
Preferred Stock. Each holder of depositary shares will beentitled, through the depositary, in proportion to theapplicable fraction of a share of Series U Preferred Stockrepresented by such depositary shares, to all the rights,
powers and preferences of the Series U Preferred Stockrepresented thereby, including dividend, voting,redemption and liquidation rights, and subject to thelimitations, qualifications and restrictions thereof.
We may elect from time to time to issue additional sharesof Series U Preferred Stock and depositary shares
representing interests in such shares, without notice to, or
consent from, the existing holders of Series U Preferred
Stock or holders of the depositary shares, and all thoseadditional shares would be deemed to form a single series
with the Series U Preferred Stock, described by thisprospectus supplement and the accompanying prospectus.

Ranking

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

S-3

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 U 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 U
Preferred Stock.
Dividends

Dividends on the Series U Preferred Stock, when, as and if
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(i) from the date of issuance to, but excluding, June 15,2025, semi-annually in arrears on the 15th day of each
June and December, commencing June 15, 2015, at anannual rate of 5.875%, and (ii) from, and including,June 15, 2025, quarterly in arrears on the 15th day of each
March, June, September and December, commencing
September 15, 2025, at an annual rate equal to threemonth LIBOR plus 3.99%; provided that dividends notdeclared with respect to any dividend period (as defined
below) shall not be cumulative. Any dividends paid withrespect to the Series U Preferred Stock will be distributed
to holders of the depositary shares in the manner describedunder “Description of the Depositary Shares—Dividends
and Other 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 initialdividend period, which will be the period from, andincluding, January 23, 2015 to, but excluding, June 15, 2015.
If our board of directors or a duly authorized committee ofthe board has not declared a dividend on the Series U
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, andwe will have no obligation to pay dividends for such
dividend period, whether or not dividends on the Series U
Preferred Stock are declared for any future dividend period.
So long as any shares of Series U 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 U 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 U 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 U
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 U Preferred Stock remains outstanding, we will notdeclare, 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 U Preferred Stock.
To the extent that we declare dividends on the Series U
Preferred Stock and on any parity stock but cannot makefull payment of those declared dividends, we will allocate
the dividend payments on a proportional basis among theholders of shares of Series U Preferred Stock and theholders 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 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 U Preferred Stock, fromtime to time out of any assets legally available for suchpayment, and the holders of the Series U Preferred Stockshall not be entitled to participate in those dividends.
See “Description of the Series U Preferred Stock—
Dividends” for more information about the payment ofdividends.
Dividend Payment Dates

Semi-annually on the 15th day of each June and December,commencing June 15, 2015 and ending June 15, 2025, andquarterly on the 15th day of each March, June, September
and December, commencing September 15, 2025 (each a“dividend payment date”). If any date on or prior toJune 15, 2025 on which dividends otherwise would bepayable is not a business day (as defined below under“Description of the Series U Preferred Stock—
Dividends”), then the dividend payment date will be thenext succeeding business day, without interest or otherpayment in respect of such delay. If any date afterJune 15, 2025 on which dividends would otherwise bepayable is not a business day, then payment of any
dividend payable on such date will be made on the next
succeeding business day unless that day falls in the next
calendar month, in which case the dividend payment date
will be the immediately preceding business day, anddividends will accrue to the actual payment date.

Liquidation Rights

In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of the Series U
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 theSeries U Preferred Stock as to such distribution, aliquidating distribution of $25,000 per share of Series U
Preferred Stock (equivalent to $1,000 per depositaryshare), plus an amount 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 to creditors and subject to the rights of holdersof any securities ranking senior to the Series U Preferred
Stock and pro rata as to the Series U Preferred Stock andshares of our parity stock as to such distribution.

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See “Description of the Series U Preferred Stock—
Liquidation Rights” for more information aboutliquidation rights.
Optional Redemption

Subject to applicable law, the Series U Preferred Stock
may be redeemed by us at our option in whole, or in part,on June 15, 2025, or on any dividend payment datethereafter, at a redemption price equal to $25,000 per
share of Series U Preferred Stock (equivalent to$1,000 per depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of
any undeclared dividends. Subject to applicable law, theSeries U Preferred Stock may also be redeemed by us atour option in whole, but not in part, prior to June 15, 2025,
upon the occurrence of a “regulatory capital treatment
event,” as described herein, at a redemption price equal to$25,000 per share of Series U Preferred Stock (equivalent
to $1,000 per depositary share), plus an amount equal toany declared and unpaid dividends, without accumulationof any undeclared dividends.
Our right to redeem the Series U Preferred Stock is subject
to limitations. Under the risk-based capital guidelines of
the Board of Governors of the Federal Reserve System(the “Federal Reserve Board”) applicable to bank holding
companies, any redemption of the Series U Preferred
Stock is subject to the prior approval of the Federal
Reserve Board. Our redemption of the Series U Preferred
Stock will cause the redemption of the corresponding
depositary shares.
Neither the holders of the Series U Preferred Stock nor theholders of the related depositary shares will have the rightto require redemption.
See “Description of the Series U Preferred Stock—
Optional Redemption” for more information about
optional redemption.

Voting Rights

The holders of shares of the Series U 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 U Preferred Stock—Voting Rights” and“Description of the Depositary Shares—Voting theSeries U Preferred Stock.”S-8

Maturity

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

Preemptive and Conversion Rights

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

No Listing

The depositary shares will not be listed on any securities
exchange or automated quotation system.

Depositary, Transfer Agent and Registrar

Wells Fargo Bank, N.A. will serve as depositary, transfer
agent and registrar for the Series U Preferred Stock and astransfer agent and registrar for the depositary shares.

Calculation Agent

Wells Fargo Securities, LLC will serve as calculation
agent.

Tax Consequences

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

Use of Proceeds

See “Use of Proceeds” in the accompanying prospectus.

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, 2013, as such discussion may be amended or updated in our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and in other reports filed by us with
the SEC (other than the portions of those documents not deemed to be filed).
You are making an investment decision about the depositary shares as well as our Series U Preferred
Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of ourSeries U Preferred Stock in the form of depositary shares. Accordingly, the depositary will rely solely on thedividend payments it receives on the Series U Preferred Stock from us to fund all dividend payments on thedepositary shares. You should carefully review the information in this prospectus supplement and theaccompanying prospectus regarding our depositary shares and Series U Preferred Stock.
Our ability to pay dividends on the Series U Preferred Stock, and therefore your ability to receive dividend
payments on the depositary shares, may be limited by federal regulatory considerations and the results ofoperations of our subsidiaries.
We are incorporated in Delaware and governed by the General Corporation Law of the State of
Delaware and our ability to make dividend payments is subject to the laws of Delaware. We are also a regulatedbank holding company, and we conduct substantially all of our operations through our banking and othersubsidiaries. Our ability to make dividend payments on the Series U Preferred Stock is subject to various
regulatory limitations, including limitations on our ability to receive dividends and other distributions from oursubsidiaries.
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 regulations applicable to us asa bank holding company and to our banking subsidiaries. The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) requires federal banking agencies to establish more stringent risk-based
capital guidelines and leverage limits applicable to banks and bank holding companies, and especially thoseinstitutions with consolidated assets equal to or greater than $50 billion. The federal banking agencies haveapproved final rules implementing in the United States the Basel Committee on Banking Supervision’s
regulatory capital guidelines, including the reforms known as Basel III. The Federal Reserve Board’s final rulesets forth the proposed criteria for qualifying additional Tier 1 capital instruments consistent with Basel III,
including the requirement 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, and introduces a
new capital conservation buffer requirement. The failure to maintain the capital buffer, once effective, may resultin limitations or restrictions on the ability of Wells Fargo and our banking subsidiaries, to make capital
distributions. Federal banking agencies also finalized a rule that, once effective, would limit or restrict our ability
to make capital distributions in the event we do not maintain a supplementary leverage ratio of at least 5%. In
addition, under its Comprehensive Capital Analysis and Review (“CCAR”), the Federal Reserve Board requires
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large bank holding companies, including us, to submit annual capital plans and to obtain regulatory approval
before making capital distributions, such as the payment of dividends. The Federal Reserve may object to acapital plan if the plan does not show that the covered bank holding company will maintain minimum capitalratios on a pro forma basis under expected and stressed conditions throughout the nine-quarter planning horizon
covered by the capital plan. The CCAR rules, consistent with prior Federal Reserve guidance, also provide that
capital plans contemplating dividend payout ratios exceeding 30% of after-tax net income will receive
particularly close scrutiny. Federal banking laws also regulate the amount of dividends that may be paid by ourbanking subsidiaries without prior regulatory approval.
In addition to the foregoing limitations, payments to us by our subsidiaries also will be contingent
upon those subsidiaries’ earnings and business considerations. Furthermore, our right to receive any assets of anyof our subsidiaries upon their liquidation, reorganization or otherwise, and thus your ability as a holder ofdepositary shares to benefit indirectly from such distributions, will be subject to the prior claims of thesubsidiaries’ creditors. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be
subordinate to any security interest in the assets of those subsidiaries and any indebtedness of those subsidiaries
senior to that held by us.
The Federal Reserve recently proposed, but has not finalized, a rule that will impose additional capitalrequirements on global systemically important banks, like Wells Fargo. 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
proposed rules, if finalized, would impose capital distribution restrictions, including on the payment of dividends,
upon the occurrence of capital, stress test, risk management or liquidity risk management triggers. These or any
future rules, regulations or capital distribution constraints could adversely affect our ability to pay dividends, theability of our banking subsidiaries to pay dividends to us, our ability to pay dividends on the Series U Preferred
Stock and your ability to receive dividends on the depositary shares.
The Series U Preferred Stock is an equity security and is subordinate to our existing and futureindebtedness.
The shares of Series U 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 U
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 U 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 U 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 U 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 U Preferred Stock, and therefore the holders of the depositary shares representing theSeries U 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 U Preferred Stock, and therefore your ability to receive dividend
payments on the depositary shares, may be limited by federal regulatory considerations and the results ofoperations of our subsidiaries.”

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The Series U 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 U 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 U 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 U Preferred Stock may restrict dividend payments on the
Series U Preferred Stock. This could result in dividends on the Series U Preferred Stock not being paid.
Dividends on the Series U Preferred Stock are discretionary and non-cumulative. If our board of directors
does not declare dividends on the Series U Preferred Stock, holders of depositary shares will not be
entitled to receive related dividends on their depositary shares.
Dividends on the Series U Preferred Stock are discretionary and non-cumulative. Holders of theSeries U 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 of legallyavailable 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 U Preferred Stock. If our board of directors or a duly authorized committee of the board does notdeclare and pay dividends on the Series U Preferred Stock, you will not receive related dividends on yourdepositary shares and the market price of your depositary shares may decline.
Investors should not expect us to redeem the Series U Preferred Stock on the date it becomes redeemableor on any particular date after it becomes redeemable.
The Series U 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 U Preferred Stock or
the holders of the depositary shares offered by this prospectus supplement. The Series U Preferred Stock may beredeemed by us at our option, either in whole or in part, on any dividend payment date on or after June 15, 2025.
The Series U Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior toJune 15, 2025, 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 U 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 U 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 U
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 U Preferred Stock that we may propose.
The Series U 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 Federal Reserve Board, at our option, we may redeem the Series U
Preferred Stock in whole, but not in part, prior to June 15, 2025 upon the occurrence of a “regulatory capital
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treatment event,” such as a change or proposed change in law or regulation on or after the date hereof with respect
to whether the Series U Preferred Stock qualifies as a Tier 1 capital instrument. We may also redeem the Series U
Preferred Stock at our option, either in whole or in part, on any dividend payment date on or after June 15, 2025,
subject to the approval of the Federal Reserve Board. If we redeem the Series U Preferred Stock, you may not beable to reinvest the redemption price you receive in a similar security. See “Description of the Series U Preferred
Stock—Optional Redemption” for more information on redemption of the Series U Preferred Stock.
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 U Preferred Stock.
The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying
any dividends on or redeeming the Series U Preferred Stock if an event of default has occurred and is continuing,
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.
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 U Preferred Stock, could cause the liquidity or trading priceof the depositary shares to decline significantly.
Real or anticipated changes in the credit ratings assigned to the depositary shares, the Series U
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 U
Preferred Stock and depositary shares, based on their overall view of our industry.
An active trading market for the Series U Preferred Stock and the related depositary shares does not exist
and may not develop.
The Series U Preferred Stock and the related depositary shares are new issues of securities with noestablished trading market. We do not intend to list the depositary shares on any securities exchange or
automated quotation system. We cannot predict how the depositary shares will trade in the secondary market orwhether that market will be liquid or illiquid. The number of potential buyers of the depositary shares in any
secondary market will be limited. Although the underwriters may purchase and sell the depositary shares in thesecondary market from time to time, the underwriters 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 will develop, or that if one develops, it will be maintained. If an active, liquidmarket does not develop for the depositary shares, the market price and liquidity of the depositary shares may be
adversely affected.
Holders of the Series U Preferred Stock, and therefore the holders of the depositary shares representing
the Series U Preferred Stock, will have limited voting rights.
Holders of the Series U 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, holders of theSeries U Preferred Stock will have the right to vote on certain matters, as described below under “Description ofSeries U Preferred Stock—Voting Rights,” and holders of the Series U Preferred Stock will have voting rights as
specifically required by Delaware law. In addition, if dividends on any shares of the Series U Preferred Stock or
any other class or series of preferred stock that ranks equally with the Series U Preferred Stock as to payment of
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dividends or upon our liquidation, dissolution or winding up and with similar voting rights have not been
declared or paid for at least three semi-annual dividend periods or their equivalent, whether or not forconsecutive dividend periods, holders of the outstanding shares of the Series U Preferred Stock, together withholders of any other class or series of our preferred stock ranking equally with the Series U Preferred Stock as topayment of dividends or upon our liquidation, dissolution or winding up and with similar voting rights, will beentitled to vote for the election of two additional directors to our board of directors, subject to the terms and to
the limited extent described under “Description of the Series U Preferred Stock—Voting Rights.” Holders ofdepositary shares must act through the depositary to exercise any voting rights of the Series U Preferred Stock.
One of our affiliates will be the calculation agent and, as a result, potential conflicts of interest could arise.
Wells Fargo Securities, LLC, which is our affiliate and the representative of the underwriters for theoffering of the depositary shares, will be the calculation agent for purposes of determining three-month LIBOR
in the event that three-month LIBOR is not determined by reference to the Designated LIBOR Page or bankquotations. Although the calculation agent will exercise its judgment in good faith when performing its functions,potential conflicts of interest may exist between the calculation agent and you.

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DESCRIPTION OF THE SERIES U PREFERRED STOCKThis prospectus supplement describes the specific terms of the Series U 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 U Preferred Stock alongwith “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 (the “Certificate of Incorporation”), we are authorized
to issue 20,000,000 shares of preferred stock, without par value, including the Series U Preferred Stock, and
4,000,000 shares of preference stock, without par value. As of September 30, 2014, there were 11,305,130 sharesof our preferred stock issued and outstanding and no shares of preference stock issued and outstanding. For a
discussion of the dividend rights, liquation rights, voting powers, preferences and other rights, qualifications andlimitations on our designated preferred stock, see “Description of Preferred Stock” in the accompanying
prospectus and “Description of Capital Stock” herein.
Wells Fargo Bank, N.A., as depositary, will be the sole holder of the Series U Preferred Stock, as
described under “Description of the Depositary Shares” below, and all references in this prospectus supplement
to the holders of the Series U Preferred Stock shall mean the depositary. The holders of depositary shares will be
required to exercise their proportional rights in the Series U Preferred Stock through the depositary, as describedin “Description of the Depositary Shares.”Shares of the Series U Preferred Stock represent a single series of our authorized preferred stock. We
are offering 2,000,000 depositary shares representing 80,000 shares of the Series U Preferred Stock, by thisprospectus supplement and the accompanying prospectus. Holders of the Series U Preferred Stock have no
preemptive rights. Shares of the Series U Preferred Stock, upon issuance against full payment therefor, will befully paid and nonassessable.
On the date of initial issuance, the Series U 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 U
Preferred Stock will rank senior to our common stock, and any of our other stock that is 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. We may, from time to time, create and issue additional shares of preferred stock andshares of preference stock ranking equally with the Series U 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 U Preferred Stock as to dividends and/or distribution of assets upon our liquidation, dissolution or winding up with the requisite consent of the holdersof the Series U Preferred Stock and our parity stock entitled to vote thereon. In addition we may, from time totime, issue additional shares of preferred stock that rank junior to the Series U Preferred Stock.
The Series U 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 U Preferred Stock.
Dividends
Dividends on the Series U Preferred Stock will not be mandatory. Dividends on the Series U Preferred
Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue
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and be payable out of legally available funds on the liquidation preference amount of $25,000 per share, on a
non-cumulative basis (i) from the date of issuance to, but excluding, June 15, 2025 (the “Fixed Rate Period”),
semi-annually in arrears on the 15th day of each June and December, commencing June 15, 2015, at an annual
rate of 5.875%, and (ii) from, and including, June 15, 2025 (the “Floating Rate Period”), quarterly in arrears on
the 15th day of each March, June, September and December, commencing September 15, 2025, at an annual rateequal to three-month LIBOR plus 3.99%. If our board of directors or a duly authorized committee of the board
has not declared a dividend on the Series U 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 wewill have no obligation to pay dividends for such dividend period, whether or not dividends on the Series U
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, January 23, 2015 to, but excluding, June 15,
2015. Dividends on the Series U Preferred Stock will accrue from the original issue date at the applicabledividend rate on the liquidation preference amount of $25,000 per share (equivalent to $1,000 per depositaryshare). If we issue additional shares of the Series U Preferred Stock, dividends on those additional shares willaccrue from the original issue date of those additional shares at the applicable dividend rate.
With respect to the Fixed Rate Period, we will calculate dividends, including dividends payable forany partial dividend period, on the Series U Preferred Stock on the basis of a 360-day year of twelve 30-day
months. With respect to the Floating Rate Period, we will calculate dividends, including dividends payable forany partial dividend period, on the Series U Preferred Stock on the basis of a 360-day year and the actual numberof days elapsed. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-halfcent being rounded upward. Dividends on the Series U 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 U Preferred Stock called for redemption.
We will pay dividends to the holders of record of shares of the Series U 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 determined by our boardof directors. If any date on or prior to June 15, 2025 on which dividends otherwise would be payable is not abusiness day, then the dividend payment date will be the next succeeding business day, without interest or otherpayment in respect of such delay. If any date after June 15, 2025 on which dividends would otherwise be payable
is not a business day, then payment of any dividend payable on such date will be made on the next succeedingbusiness day unless that day falls in the next calendar month, in which case the dividend payment date will be theimmediately preceding business day, and dividends will accrue to the actual payment date. A “business day”
means, for dividends payable for the Fixed Rate Period, 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, and for dividends payable for the Floating Rate Period, it means any day that would beconsidered a business day during the Fixed Rate Period that is also a London banking day (as defined below).
For the purposes of calculating any dividend with respect to any dividend period beginning on or afterJune 15, 2025:“Three-month LIBOR” means, for any LIBOR determination date, the arithmetic mean of the offered
rates for deposits in U.S. dollars for a three-month period commencing on the second London banking day
immediately following that LIBOR determination date that appear on the Designated LIBOR Page as of
11:00 a.m., London time, on that LIBOR 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 asingle rate, that single rate will be used. 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 thecalculation agent, to provide the calculation agent with its offered quotation for deposits in U.S. dollars for a
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three-month period commencing on the second London banking day immediately following that LIBOR
determination date to prime banks in the London interbank market at approximately 11:00 a.m., London time, onthat LIBOR determination date and in a principal amount that is representative of a single transaction in U.S.
dollars in that market at that time. If at least two quotations are provided, three-month LIBOR determined on that
LIBOR determination date will be the arithmetic mean of those quotations. If fewer than two quotations areprovided, three-month LIBOR will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., NewYork City time, on that LIBOR determination date by three major banks in New York City selected by thecalculation agent for loans in U.S. dollars to leading European banks for a three-month period and in a principal
amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks soselected by the calculation agent are not quoting as set forth above, three-month LIBOR for that LIBOR
determination date will remain three-month LIBOR for the immediately preceding dividend period or, in the caseof the dividend period beginning June 15, 2025, 5.875%. All percentages used in or resulting from any
calculation of three-month LIBOR will be rounded, if necessary, to the nearest one hundred-thousandth of apercentage point, with .000005% rounded up to .00001%. The determination of three-month LIBOR for eachrelevant dividend period by the calculation agent will (in the absence of manifest error) be final and binding;“calculation agent” means Wells Fargo Securities, LLC or any other successor appointed by us, acting
as calculation agent;“LIBOR determination date” means the second London banking day immediately preceding the firstday of the relevant dividend period;“London banking day” means any day on which commercial banks and foreign exchange markets
settle payments in London; and“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 U.S. dollars.
The calculation agent’s determination of any dividend rate, and its calculation of the amount of dividends
payable for the Floating Rate Period, will be maintained on file at the calculation agent’s principal offices.
Dividends on the Series U 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 U 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 U Preferred Stock or any other series of our preferred stock, preference stock or common
stock are declared for any future dividend period.
So long as any shares of Series U 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 shall be
repurchased, 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 shares of common 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
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sinking fund for the redemption of any such junior stock other than common stock by us (other than(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 U Preferred Stock and such parity stock during a dividend period (other than (i) as a result ofa 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 theSeries U 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 U 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 U Preferred Stock in the payment ofdividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets in the eventof any voluntary or involuntary liquidation, dissolution or winding up.
Except as provided below, for so long as any share of Series U 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 U Preferred Stock. To the extent that we declare dividends on the Series U Preferred Stock and on any
parity stock but cannot make full payment of those declared dividends, we will allocate the dividend payments on
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a proportional basis among the holders of shares of Series U Preferred Stock and the holders of any parity stock
where the terms of such parity stock provide similar dividend rights.
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 U
Preferred Stock from time to time out of any assets legally available for such payment, and the holders of theSeries U 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 U 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 U Preferred Stock as to distributions upon our liquidation, dissolution or winding up, aliquidating distribution in the amount of $25,000 per share (equivalent to $1,000 per depositary share), plus anamount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. The
Series U Preferred Stock may be fully subordinate 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 U
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 U 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 U 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 U Preferred Stock and theholders of our parity stock. The amounts paid to the holders of Series U Preferred Stock and to the holders of ourparity stock will be paid pro rata in accordance with the respective aggregate liquidating distributions owed tosuch 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 U Preferred Stock is not subject to any mandatory redemption, sinking fund, or othersimilar provisions. However, we may redeem shares of the Series U Preferred Stock on any dividend payment
date on or after June 15, 2025, in whole or in part, at a redemption price equal to $25,000 per share (equivalent to$1,000 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 U 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 June 15, 2025, the shares
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of Series U Preferred Stock at the time outstanding at a redemption price equal to $25,000 per share (equivalent
to $1,000 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 U 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 U Preferred Stock is outstanding.
If we redeem shares of the Series U Preferred Stock, we will provide notice by first class mail to thedepositary not less than 40 days nor more than 70 days prior to the date fixed for redemption. Each notice ofredemption will state:(i) the redemption date;(ii) the number of shares of the Series U 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 theSeries U 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 U Preferred Stock has been duly given and if the funds
necessary for such redemption have been irrevocably set aside by us for the benefit of the holders of the shares ofSeries U Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease toaccrue on such shares of Series U Preferred Stock, such shares of Series U Preferred Stock shall no longer bedeemed outstanding and all rights of the holders of such shares will terminate, except the right to receive theredemption price. See “Description of the Depositary Shares” below for information about redemption of thedepositary shares relating to our Series U Preferred Stock.
In case of any redemption of only part of the shares of Series U Preferred Stock at the time
outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as we may
determine to be fair and equitable.
Neither the holders of the Series U Preferred Stock nor the holders of the related depositary shares
have the right to require redemption of the Series U Preferred Stock. See “Risk Factors—Investors should not
expect us to redeem the Series U 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 U 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 U Preferred Stock or any class of 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 three semi-annual dividend periods or their equivalent, whether or not for consecutive dividend
periods (a “Nonpayment”), the holders of outstanding shares of the Series U Preferred Stock, voting together as aclass with holders of Voting Parity Stock whose voting rights are exercisable, will be entitled to vote for theelection of two additional directors of our board of directors at our next annual meeting of stockholders and ateach subsequent annual meeting of stockholders on the terms set forth below (the “Preferred Stock Directors”).
At elections for such directors, each holder of the Series U 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 U 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 U 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 U Preferred Stock.
When we have paid full dividends for the equivalent of at least two semi-annual dividend periods ortheir equivalent following a Nonpayment on the Series U Preferred Stock and any other series of our Voting
Parity Stock, the voting rights of the Series U 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 U Preferred Stock and Voting Parity Stock tovote for Preferred Stock Directors as described above, the term of office of all Preferred Stock Directors then in
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 U 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 U Preferred Stock become entitled to vote for the election of directors as
described above, the Series U Preferred Stock may be considered a class of voting securities under interpretations
adopted by the Federal Reserve Board. As a result, certain holders of the Series U Preferred Stock may become
subject to regulations under the Bank Holding Company Act of 1956, as amended, and/or certain acquisitions of
the Series U Preferred Stock may be subject to prior approval by the Federal Reserve Board.

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In addition to any other vote required by law or the Certificate of Incorporation, so long as any sharesof our Series U Preferred Stock remain outstanding, the vote or consent of the holders of the outstanding sharesof 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 andsuch Voting Parity Stock, voting together as a class, given in person or by proxy, either in writing without ameeting 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 U 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 U Preferred Stock (the“Certificate of Designation”), or our bylaws that would adversely affect the rights, preferences,privileges or voting powers of the Series U 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 U 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 U Preferred Stock or a merger orconsolidation with another corporation or other entity, except holders of our Series U Preferred
Stock will have no right to vote under this provision if in each case (i) the shares of Series U
Preferred Stock remain outstanding or, in the case of any such merger or consolidation withrespect 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) suchshares of Series U Preferred Stock remaining outstanding or such preference securities, as thecase 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 the rights, preferences, privilegesand voting powers of the Series U Preferred Stock, taken as a whole;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 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 U Preferred Stock, and holders of the Series U Preferred Stock shall have no right tovote thereon. The voting rights of the Series U Preferred Stock set forth in this paragraph are referred to herein as
the “Series U 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 U 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 U 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 of stock (the holders of shares of any other series of preferred stock
being entitled to such number votes, if any, for each share of preferred stock as may be granted to them),
pursuant to Delaware law or otherwise, including by written consent.
S-22

Under the terms of certain outstanding series of Voting Parity Stock, certain corporate actions similar
to those contained in the Series U voting provisions must be approved by the holders of 66 2/3% of the shares ofall of our preferred stock entitled to vote thereon, including the Series U Preferred Stock. Under the terms of 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 with respect tothe corporate action. In connection with the votes required by such other Voting Parity Stock, a holder ofSeries U 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 U voting provisions, which provides for 25 votes per sharefor Series U 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 U
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 U Preferred Stock to effect such
redemption.
Preemptive and Conversion Rights
The holders of the Series U 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 U 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 U Preferred Stock or the holders of therelated depositary shares. We may create and issue additional shares of preferred stock senior to the Series U
Preferred Stock as to dividends and/or distribution of assets upon our liquidation, dissolution or winding up withthe requisite consent of the holders of the Series U Preferred Stock and our parity stock entitled to vote thereon.
Depositary, Transfer Agent and Registrar
Wells Fargo Bank, N.A. will be the depositary, transfer agent and registrar for the Series U Preferred
Stock. In its capacity as depositary, transfer agent and registrar, Wells Fargo Bank, N.A.’s office is located at1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
Calculation Agent
Wells Fargo Securities, LLC will serve as calculation agent. In its capacity as calculation agent, Wells
Fargo Securities, LLC’s office is located at 550 South Tyron Street, 5th Floor, Charlotte, NC 28202.

S-23

DESCRIPTION OF THE DEPOSITARY SHARES
The following description summarizes specific terms and provisions of the depositary shares relating
to our Series U 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 U Preferred Stock in the form ofdepositary shares. Each depositary share represents a 1/25th interest in a share of the Series U Preferred Stock,
and will be evidenced by depositary receipts, as described under “Registration and Settlement—Book-Entry
System.” We will deposit the underlying shares of the Series U Preferred Stock with the depositary pursuant to adeposit agreement among us, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of thedepositary receipts. Subject to the terms of the deposit agreement, the depositary shares will be entitled to all therights, powers and preferences of the Series U Preferred Stock, as applicable, and subject to the limitations,
qualifications and restrictions thereof, in proportion to the applicable fraction of a share of Series U 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 U Preferred Stock and additional
depositary shares representing interests in such additional shares of the Series U Preferred Stock, without notice
to, or consent from, the existing holders of Series U Preferred Stock, and all those additional shares would be
deemed to form a single series with the Series U 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 1/25th of the dividend declared on
the related share of the Series U Preferred Stock.
The depositary will distribute all dividends and other cash distributions received on the Series U
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.
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 U Preferred Stock.
S-24

The amount paid as dividends or otherwise distributable by the depositary with respect to thedepositary shares or the underlying Series U 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 U Preferred Stock until such taxes or other governmental charges are paid.
Redemption of Depositary SharesIf we redeem the Series U Preferred Stock (i) after June 15, 2025, in whole or in part, or (ii) prior toJune 15, 2025 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 U Preferred Stock—Optional Redemption,” 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 price per depositary share will be 1/25th of the redemption priceper share payable with respect to the Series U Preferred Stock (or $1,000 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 U Preferred Stock held by the depositary, the depositary willredeem, as of the same redemption date, the number of depositary shares representing those shares of theSeries U Preferred Stock so redeemed. If we redeem less than all of the outstanding depositary shares afterJune 15, 2025, the depositary will select either pro rata or in any other manner determined by the depositary to
be fair and equitable, those depositary shares to be redeemed. In any case, the depositary will redeem depositaryshares only in increments of 25 depositary shares and multiples thereof. The depositary will mail notice ofredemption to record holders of the depositary shares not less than 30 and not more than 60 days prior to the datefixed for redemption of the Series U Preferred Stock and the related depositary shares.
Voting the Series U Preferred Stock
When the depositary receives notice of any meeting at which the holders of the Series U 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 U 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 U Preferred Stock, may instruct the depositary tovote the amount of the Series U Preferred Stock represented by the holder’s depositary shares. To the extent
possible, the depositary will vote the amount of the Series U Preferred Stock represented by depositary shares inaccordance 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 U
Preferred Stock for which it does not receive specific instructions from the holders of the depositary shares
relating to such Series U Preferred Stock.
Form and Notices
The Series U 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 U Preferred Stock.
No Listing
The depositary shares will not be listed on any securities exchange or automated quotation system.

S-25

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 stockalong with “Description of Preferred Stock” and “Description of Depositary Shares” in the accompanying
prospectus.
Series T Preferred StockOn July 21, 2014, we issued 32,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock,
Series T (the “Series T Preferred Stock”). The terms of the Series T Preferred Stock are substantially identical to
the terms of the Series U Preferred Stock, except that (i) dividends on the Series T Preferred Stock, when, as andif 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 6.00%, (ii) the initial dividend payment date on the Series T Preferred
Stock was September 15, 2014 and (iii) the Series T Preferred Stock may be redeemed by us at our option (A) in
whole, or in part, on September 15, 2019, or on any dividend payment date thereafter, and (B) in whole, but notin part, prior to September 15, 2019 upon the occurrence of a regulatory capital treatment event. The Series T
Preferred Stock is a parity stock and a Voting Parity Stock, each as defined above under “Description of theSeries U Preferred Stock—Dividends” and “—Voting Rights.”
Series T Depositary Shares
On July 21, 2014, we issued 32,000,000 depositary shares representing fractional interests in the
Series T Preferred Stock (the “Series T depositary shares”). Each Series T depositary share represents a 1/1,000th
interest in one share of our Series T Preferred Stock. The terms of the Series T depositary shares are substantially
identical to the terms of the depositary shares representing fractional interests in the Series U Preferred Stock,
except that each Series T depositary share represents a 1/1,000th interest, not a 1/25th interest, in one share of ourSeries T Preferred Stock and except to the extent that the Series T Preferred Stock differs from the Series U
Preferred Stock as described above under “—Series T 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 The Depository
Trust Company (“DTC”). This means that we will not issue actual depositary receipts to each holder ofdepositary 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) orsuch 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 anorganization 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 U Preferred Stock represented by such receipt for all purposes under the instruments governing therights and obligations of holders of the depositary shares and Series U 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 Securities Exchange Act of 1934,as amended (the “Exchange Act”). DTC holds and provides 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 the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book-entry transfers andpledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. 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 toothers 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 areon file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.
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-27

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 U Preferred Stock and related depositary shares are redeemed,
DTC’s current practice is to determine by lot 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 U 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 U
Preferred Stock and any money or property represented by the depositary shares.
Only whole shares of the Series U Preferred Stock may be withdrawn. If a holder holds an amountother than a whole multiple of 25 depositary shares, the depositary will deliver, along with the withdrawn sharesof the Series U Preferred Stock, a new depositary receipt evidencing the excess number of depositary shares.
Holders of withdrawn shares of the Series U Preferred Stock will not be entitled to redeposit those shares or toreceive 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.

S-29

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 U 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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U.S. FEDERAL INCOME TAX CONSIDERATIONS
For a brief description of the tax effects of an investment in the Series U Preferred Stock and therelated depositary shares, see “Certain U.S. Federal Income Tax Considerations,” “Certain U.S. Federal Income
Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Common Stock and Preferred Stock” and“Certain U.S. Federal Income Tax Considerations—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 U Preferred Stock represented by the depositary shares.
ERISA 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 “ERISA Considerations” in the accompanying prospectus.

S-31

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 15, 2015, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banca IMI S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit Agricole Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Santander Investment Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CastleOak Securities, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Drexel Hamilton, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Samuel A. Ramirez & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Williams Capital Group, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,670,000
100,000
100,000
100,000
7,500
7,500
7,500
7,500

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

2,000,000

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 $6.00 per depositaryshare. The underwriters may allow, and those dealers may reallow, a discount of $2.50 per depositary share toother broker/dealers. If all the depositary shares are not sold at the applicable initial offering price, theunderwriters may change the offering price and the other selling terms. The maximum discount or commissionthat may be received by any member of FINRA for sales of securities pursuant to the accompanying prospectus,
together with the reimbursement of any counsel fees by us, will not exceed 8.00% of the initial gross proceedsfrom the sale of the depositary shares.
The following table shows the underwriting discount that we are to pay to the underwriters inconnection with this offering.
Paid by Wells Fargo

Per depositary share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10We estimate that our total expenses of the offering (excluding the underwriting discount) will beapproximately $150,000.
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 U Preferred Stock except as
represented by the depositary shares. The depositary shares will not be listed on any securities exchange or
automated quotation system.
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 “covered” short sales. The underwriters may close out any covered shortS-32

position by purchasing depositary shares in the open market. In determining the source of shares to close thecovered short position, the underwriters will consider, among other things, the price of depositary sharesavailable for purchase in the open market. As an additional means of facilitating the offering, the underwriters
may bid for, and purchase, depositary shares in the open market to stabilize the price of the depositary 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 toengage 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.
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.
We expect that delivery of the depositary shares will be made against payment therefor on or about theclosing date specified on the cover page of this prospectus supplement, which will be on the fifth business day
following the date the depositary shares are priced. Under Rule 15c6-1 of the Exchange Act, trades in thesecondary market generally are required to settle in three business days, unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the depositary shares on the date of pricing or the
next succeeding business day will be required, by virtue of the fact that the depositary shares initially will settle
in T+5, to specify alternative settlement arrangements to prevent a failed settlement.
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
S-33

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.
Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not effect any offers or sales of any
depositary shares in the United States unless it is through one or more U.S. registered broker-dealers as permitted
by the regulations of FINRA.
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 bank loans) for their own account and for the accounts of their customers and may have in the past andat any time in the future hold long and short positions in such securities and instruments. Such investment andsecurities 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 tous 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 of short positions in our securities. The underwriters and their affiliates may also makeinvestment 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 insuch securities and instruments.
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 the 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.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a “Relevant Member State”), each underwriter will represent and agree, with respect
to the securities offered and sold by it, that it has not made and will not make an offer of the securities to the
public in that Relevant Member State prior to the publication of a prospectus in relation to the securities which
has been approved by the competent authority in that Relevant Member State or, where appropriate, approved inanother Relevant Member State and notified to the competent authority in that Relevant Member State, all inaccordance with the Prospectus Directive, except that it may make an offer of the securities to the public in that
Relevant Member State at any time:•to any legal entity which are “qualified investors” as defined in the Prospectus Directive;•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the issuer; or
S-34

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive.

provided that no such offer of securities shall result in a requirement for the publication of a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person
who initially acquires any securities or to whom any offer is made under the offer will be deemed to haverepresented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of theProspectus Directive.
For the purposes of this provision, the expression an “offer of the securities to the public” in relation to
any securities in any Relevant Member State means the communication in any form and by any means,presenting 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 to the securities, as the same may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in that Member State and the expression“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU.
This prospectus supplement has been prepared on the basis that all offers of the securities in any
Member State of the European Economic Area will be made pursuant to an exemption under Article 3(2) of theProspectus Directive, as implemented in that Relevant Member State, from the requirement to publish aprospectus for offers of the securities. Accordingly, any person making or intending to make any offer of the
securities in that Relevant Member State may only do so in circumstances in which no obligation arises for us,
our affiliates or any of the underwriters to publish a prospectus pursuant to the Prospectus Directive for suchoffer. Neither we nor any underwriter will authorize the making of any offer of the securities in circumstances inwhich an obligation arises for us or any underwriter to publish a prospectus pursuant to the Prospectus Directive
for such offer.
Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, each underwriter will represent and agree with respect to thesecurities offered or sold by it, that:•in relation to any securities which have a maturity of less than one year, (1) it and each of its
affiliates is a person whose ordinary activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of its business and (2) it and eachof its affiliates has not offered or sold and will not offer or sell any securities other than to persons
whose ordinary activities involve them acquiring, holding, managing or disposing of investments(as principal or agent) for the purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of theirbusinesses where the issue of the securities would otherwise constitute a contravention ofSection 19 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by us;•

it and each of its affiliates has complied, and will comply, with all applicable provisions of the
FSMA with respect to anything done by it in relation to the securities in, from or otherwise
involving the United Kingdom; and•it and each of its affiliates has only communicated, or caused to be communicated, and will only
communicate, or cause to be communicated, an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection with theissue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply
to it, its affiliates or us.
S-35

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); (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.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this prospectus supplement and any other document or material in connection with theoffer or sale, or invitation 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 274of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”); (ii) to a relevant person, or any person
pursuant to Section 275(1A), 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.
Where the securities are subscribed or purchased under Section 275 by a relevant person which is:(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and theentire share capital of which is owned by one or more individuals, 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 eachbeneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or
the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation orthat trust has acquired the securities under Section 275 except: (1) to an institutional investor under Section 274of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with theconditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) byoperation of law.
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 that it will
not, directly or indirectly, offer or sell any securities in Japan or to, or for the benefit of, any resident of 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.
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.
S-36

LEGAL MATTERS
Richards, Layton & Finger, P.A., special Delaware Counsel to Wells Fargo, will opine on the validityof the Series U Preferred Stock. Jeannine E. Zahn, who is our Senior Counsel, or another of our lawyers, will
issue an opinion to the underwriters about certain other matters relating to the offering of the Series U Preferred
Stock and related depositary shares. Ms. Zahn owns, or has the right to acquire, a number of shares of ourcommon stock which represent less than 0.1% of the total outstanding common stock. Faegre Baker Daniels
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 other legal matters.
Ms. Zahn may rely on Gibson, Dunn & Crutcher LLP as to certain matters of California law.

S-37

PROSPECTUS

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

Debt Securities
Preferred Stock
Depositary Shares
Purchase Contracts
Units
Securities Warrants
We may also issue common stock upon conversion, exchange or exercise of any of the securities listed
above. 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.

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 adequacy of thisprospectus. Any representation to the contrary is a criminal offense.

These securities are our unsecured obligations and are not savings accounts, deposits or otherobligations of any bank or nonbank subsidiary of Wells Fargo & Company and, unless otherwise specified in theapplicable prospectus supplement, are not insured by the Federal Deposit Insurance Corporation, the Deposit
Insurance Fund or any other governmental agency.

We will use this prospectus in the initial sale of these securities. In addition, Wells Fargo Advisors, LLC
and Wells Fargo Securities, LLC, or another of our affiliates, may use this prospectus in a market-making
transaction in any of these securities after their initial sale.

Investing in our securities involves risks. You should consider the risk factors described herein and inany documents that we incorporate by reference in this prospectus.

This prospectus is dated May 5, 2014.

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Wells Fargo & Company filedwith the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration
process. Under this shelf process, we may sell, either separately or together, debt securities,
preferred stock, depositary shares, purchase contracts, units and securities warrants in one ormore offerings. We may also issue common stock upon conversion, exchange or exercise of
any of the securities mentioned above.
This prospectus provides you with a general description of the debt securities,
preferred stock, depositary shares, purchase contracts, units and securities warrants that we
may issue. Each time we sell securities, we will provide a prospectus supplement that willcontain specific information about the terms of that offering. Such prospectus supplement may
also add, update or change information contained in this prospectus. You should read thisprospectus and the applicable prospectus supplement together with the additional 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 be read in connection with this prospectus and with any prospectus supplement
referred to therein. For purposes of this 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 thisprospectus under the headings “The Company” and “Ratios of Earnings to Fixed Charges and to
Fixed Charges and Preferred Stock Dividends,” we mean Wells Fargo & Company and its
subsidiaries unless the context indicates otherwise. When such terms are used elsewhere in thisprospectus, we refer only to Wells Fargo & Company unless the context indicates otherwise.
The registration statement that contains this prospectus, including the exhibits to theregistration statement, contains additional information about us and the securities offeredunder this prospectus. That registration statement can be read at the SEC web site or at theSEC offices mentioned under the heading “Where You Can Find More Information.”
The distribution of this prospectus and the applicable prospectus supplement and theoffering of the securities in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus and the applicable prospectus supplement come should informthemselves about and observe any such restrictions. This prospectus and the applicableprospectus supplement do not constitute, and may not be used in connection with, an offer orsolicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.

2

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 web
site at http://www.sec.gov. You may also read and copy any document we file with the SEC at
its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also
obtain copies of the documents at prescribed rates by writing to the Office of Investor
Education and Advocacy of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Pleasecall the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the offices of the New York Stock
Exchange. For further information on obtaining copies of our public filings at the New York
Stock Exchange, you should call (212) 656-3000.
We “incorporate by reference” into this prospectus 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.
Some information contained in this prospectus updates the information incorporated byreference, and information that we file subsequently with the SEC will automatically update thisprospectus. 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 byreference the documents 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 “ExchangeAct,” after the date of this prospectus and prior 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 ceaseoffering 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):•Annual Report on Form 10-K for the year ended December 31, 2013, including
information specifically incorporated by reference into our Form 10-K fromour 2013 Annual Report to Stockholders and our definitive Proxy Statement forour 2014 Annual Meeting of Stockholders;•Current Reports on Form 8-K filed January 3, 2014, January 9, 2014,
January 9, 2014, January 14, 2014, January 24, 2014, January 28, 2014,
January 28, 2014, January 29, 2014, January 31, 2014, February 3, 2014,
February 5, 2014, February 6, 2014, February 20, 2014, February 26, 2014,
March 4, 2014, March 6, 2014, March 13, 2014, March 18, 2014, March 27,
2014, March 31, 2014, April 2, 2014, April 3, 2014, April 8, 2014, April 10,
2014, April 11, 2014, April 22, 2014, April 22, 2014, April 23, 2014, April 25,
2014 and May 2, 2014; and•the 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.
3

You may request a copy of these filings, other than an exhibit to a filing unless thatexhibit is specifically 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
Wells Fargo Center
MAC #N9305-173
Sixth and Marquette
Minneapolis, Minnesota 55479
Phone: (612) 667-0087
You should rely only on the information incorporated by reference or presented in thisprospectus or the applicable prospectus supplement. Neither we, nor any underwriters or
agents, have authorized anyone else to provide you with different information. 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 isaccurate as of any date other than the dates on the front of those documents.
THE COMPANY
We are a diversified, community-based financial services company organized under
the laws of the State of Delaware and registered as a financial holding company and a bankholding company under the Bank Holding Company Act of 1956, as amended. We provide
banking, insurance, trust and investments, mortgage banking, investment banking, retailbanking, brokerage and consumer finance through banking stores and offices, ATMs, theinternet and other distribution channels to individuals, businesses and institutions in all 50
states, the District of Columbia and elsewhere internationally to support customers 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 andregulations limit the amount of dividends that our banking and other subsidiaries may pay to
us without regulatory approval.

4

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

investments in or advances to our existing or future subsidiaries;•

repayment of obligations that have matured; and•reducing our outstanding commercial paper and other debt.

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

5

RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGESAND PREFERRED STOCK DIVIDENDS
Fiscal Year Ended December 31,
2013
2012
2011
2010
2009
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits . . . . . . . . . . . . . . . . 10.68
Including interest on deposits . . . . . . . . . . . . . . . . . 7.91

8.40
6.08

5.92
4.32

4.32
3.21

3.64
2.68

6.21
4.90

4.69
3.67

3.61
2.84

1.90
1.69

Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends:
Excluding interest on deposits . . . . . . . . . . . . . . . .
Including interest on deposits . . . . . . . . . . . . . . . . .
•

7.36
5.99

The ratio of earnings to fixed charges is calculated as follows:(income before income tax expense) –(net income from noncontrolling interests) +(fixed charges)(fixed charges)•

The ratio of earnings to fixed charges and preferred stock dividends is calculated asfollows:(income before income taxes tax expense) –(net income from noncontrolling interests) +(fixed charges)(fixed charges) + (pretax earnings required to cover preferred stock dividends)•

Pretax earnings required to cover preferred stock dividends are calculated as follows:
preferred stock dividends
1 – (our effective income tax rate)•

Fixed charges, excluding interest on deposits, consist of
•
•
•
•

•

interest on short-term borrowings and long-term debt,
amortization of debt expense,
capitalized interest, andone-third of net rental expense, which we believe is representative of the interest factor.

Fixed charges, including interest on deposits, consist of all of the items listed
immediately above plus interest on deposits.
6•The preferred dividends, including accretion, were increased to amounts representing thepretax earnings that would be required to cover such dividend and accretion requirements.

We have included these ratios to comply with SEC regulations. However, we believethat the fixed charge ratios are not meaningful measures for our business due to two factors.
First, even if our net income did not change, our ratios would decline if the proportion of ourincome that is tax-exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not change, ourratios would decline if our interest income and interest expense increased by the same amountdue to an increase in the level of interest rates. Conversely, our ratios would increase if ourinterest income and interest expense decreased by the same amount due to a decrease in thelevel of interest rates.

7

RISK FACTORSYour investment in our securities involves risks. This prospectus does not describe allof those risks. Before purchasing any securities, you should carefully consider the following
risk factors, in addition to the other information contained or incorporated by reference in thisprospectus, including the risk factors contained in our annual and quarterly reports.
Additional risks specific to particular securities will be detailed in the applicableprospectus 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 theinvestment 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 a result, 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.
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 noestablished 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 does not guarantee that a trading market
will develop. Although underwriters, dealers or agents, as applicable, may purchase our
securities from you, they are not obligated to do so and are not required to make a market forour securities. As such, there can be no assurance that a secondary market will develop.
Because we do not expect that any market makers will participate in a secondary market forour securities, the price at which you may be able to sell your securities is likely to depend on
the price, if any, at which an underwriter, dealer or agent, as applicable, is willing to buy yoursecurities. If a secondary market does exist, it may be limited. Accordingly, there may be alimited number of buyers if you decide to sell your securities, and no assurance can be given
as to the liquidity of any trading market for the securities or the price you receive upon a saleof your securities.
One Of Our Affiliates May Act As The Calculation Agent Or Quotation Agent In
Connection With An Issuance Of Securities And, As A Result, Potential Conflicts Of
Interest Could Arise.
One of our affiliates may act as the calculation agent or quotation agent in connection with
an issuance of 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.
8

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 prevailinginterest 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.
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 thecurrency 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 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 theirown legal and financial advisors concerning these matters.
Exchange Rates And Exchange Controls May Affect Securities’ Value Or Return
General Exchange Rate And Exchange Control Risks. An investment in a security thatis denominated or payable in currencies other than your home currency entails significant
risks. These risks include the possibility 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 no control.
Exchange Rates Will Affect Your Investment. In recent years, rates of exchange
between some currencies have been highly volatile and this volatility may continue in the
future. Fluctuations in any particular exchange rate that have occurred in the past are notnecessarily indicative, however, of fluctuations that may occur during the term of any security.
Depreciation of the currency in which a security is payable against your home currency would
result in a decrease in the effective yield of the security below its coupon rate or in the payoutof 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 PurchaseContracts. Fluctuations in the rates of exchange between your home currency and othercurrency (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 apurchase contract or in the rates of exchange among any of these currencies may change thevalue of 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 spot9

price of the property underlying the warrant or purchase contract were such that the warrant orpurchase contract appeared to be “in the money.”
We Have No Control Over Exchange Rates. Currency exchange rates can either float or
be fixed by sovereign governments. Exchange rates of most economically developed nations are
permitted to fluctuate in value 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 impositionof regulatory controls or taxes or changes in interest rates to influence the exchange rates of theircurrencies. Governments may also issue a new currency to replace an existing currency or alter
the exchange rate or relative exchange characteristics by a devaluation or revaluation of acurrency. These governmental actions could change or interfere with currency valuations andcurrency fluctuations that would otherwise occur in response to economic forces, as well as inresponse to the movement of currencies across borders.
As a consequence, these government actions could adversely affect yields or payouts inyour home currency for (i) securities denominated or payable in currencies other than yourhome currency, (ii) warrants or purchase contracts where the exercise price or the purchase priceis denominated in a currency differing from your home currency or where the value of theproperty underlying the warrants or purchase contracts is quoted in a currency other than yourhome 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 thatexchange rates should become fixed, or in the event of any devaluation or revaluation or
imposition of exchange or other regulatory 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 fromtime to time, and may in the future impose, exchange controls that could also affect theavailability of a specified currency. Even if there are no actual exchange controls, it is possiblethat 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 isunavailable, 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 theeuro has been substituted for that currency, we will make the payments in euro. The
mechanisms for making payments in these alternative currencies are explained in “Descriptionof 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 denominated security to be made in U.S. dollars or (ii) payments on a U.S. dollar
denominated security to be made in a currency other than U.S. dollars. In these cases, the10exchange agent identified in the applicable prospectus supplement will convert the currencies.
You will bear the costs of conversion through deductions from those payments.
Exchange Rates May Affect the Value Of A New York Judgment Involving NonU.S. Dollar Denominated Securities
The securities will be governed by and construed in accordance with the laws of theState of New York. If 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 the foreign currency and the U.S.
dollar on the date such judgment is entered or enter judgment in the foreign currency andconvert the judgment or decree into U.S. dollars at the prevailing rate of exchange on the datesuch judgment or decree is entered.

11

DESCRIPTION OF DEBT SECURITIESThis section describes the general terms and provisions of our debt securities, which
could be senior debt securities or subordinated debt securities. The prospectus supplement will
describe the specific terms of the debt 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 July 21, 1999 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 August 30, 1999 between us and The
Bank of New York Mellon Trust Company, National Association (as successor in interest to
The Bank of New York Trust Company, N.A., as successor in interest to J.P. Morgan Trust
Company, National Association, as successor in interest to Bank One Trust Company, N.A.,
as successor in interest to The First National Bank of Chicago), as subordinated trustee,referred to herein as the “subordinated indenture.”
We have summarized the material terms and provisions of the senior and subordinatedindentures in this section. We have also filed each of these indentures as exhibits to theregistration statement of which this prospectus is a part. You should read the applicableindenture for additional information before you buy any debt securities. The summary that
follows includes references to section numbers of these indentures so that you can more easily
locate these provisions.
GeneralThe debt securities will be our direct unsecured obligations. Neither of the indentures
limits the amount of debt securities that we may issue. Both indentures permit us to issue debt
securities from time to time and debt securities issued under an indenture will be issued as partof 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 otherunsecured unsubordinated debt. The subordinated debt securities will be unsecured and will
rank equally with all of our other subordinated debt securities and, together with such othersubordinated debt securities, will be subordinated to all of our existing and future Senior Debt.
See “—Subordination” below. Holders of our debt securities may be fully subordinated tointerests 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 casemay be, but our assets consist primarily of equity in our subsidiaries. We are a separate anddistinct legal entity from our subsidiaries. As a result, our ability to make payments on our
debt securities depends on our receipt of dividends, loan payments and other funds from oursubsidiaries. Various federal and state statutes and regulations limit the amount 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 a12

prior claim on its assets. Our rights and the rights of our creditors, including your rights as anowner of our debt securities, will be subject to that prior claim, unless we are also a direct
creditor of that subsidiary. This subordination of creditors of a parent company to prior claimsof 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(except for the price to public and issue date) as such debt securities. Any such additional debt
securities, together with the initial debt securities, will constitute a single series of debt
securities under the applicable indenture. No additional debt securities of a series may be
issued if an event of default under the applicable indenture has occurred and is continuingwith 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:•

the title and type of the debt securities;•

any limit on the total principal amount of the debt securities of that series;•

the price at which the debt securities will be issued;•

the date or dates on which the principal of and any premium on the debt
securities will be payable;•

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

if the debt securities will bear interest:
•
•
•
•
•

the interest rate on the debt securities or the method by which the interest
rate may be determined;
the date from which interest will accrue;
the record and interest payment dates for the debt securities;
the first interest payment date; andany circumstances under which we may defer interest payments;•

if the amount of principal or interest payable on the debt securities will be
determined by reference to one or more securities, indices, exchange tradedfunds, commodities or currencies, or baskets comprised of any of theforegoing, or any other market measure, information as to such market
measures;•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
13

unaffiliated with us, any specific terms relating to the adjustment of theconversion or exchange feature and the period during which the holders may
make the conversion or the exchange;•

the place or places where:•••

we can make payments on the debt securities;
the debt securities can be surrendered for registration of transfer or
exchange; andnotices and demands can be given to us relating to the debt securities andunder the applicable indenture;•

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

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

whether the debt securities will be convertible into shares of common stock,shares of preferred stock or depositary shares and, if so, the terms andconditions of any such conversion, and, if convertible into shares of preferredstock or depositary shares, the terms of such preferred stock or depositaryshares;•if the debt securities will be issued in bearer form, the terms and provisions
contained in the bearer securities and in the applicable indenture specificallyrelating to the bearer securities;•

the currency or currencies in which the debt securities will be denominated andpayable, if other than U.S. dollars and, if a composite currency, any special
provisions relating thereto;•

any circumstances under which the debt securities may be paid in a currency
other than the currency in which the debt securities are denominated and any
provisions relating thereto;•whether the provisions described below under the heading “—Defeasance” will
not apply to the debt securities;•

any events of default which will apply to the debt securities in addition to thosecontained in the applicable indenture;•

any additions or changes to the covenants contained in the applicable indenture
and the ability, if any, of the holders to waive our compliance with thoseadditional or changed covenants;
14•

the identity of the security registrar and paying agent for the debt securities ifother than Wells Fargo Bank, N.A., one of our affiliates;•

any special tax implications of the debt securities;•

any special provisions relating to the payment of any additional amounts on thedebt securities;•

the terms of any securities being offered together with or separately from thedebt securities; and•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 theapplicable 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 the other debt securities are denominated in authorized denominations and have thesame aggregate principal amount 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 the office 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 themanner and to the extent 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 other governmental charge payable in connection
with a transfer or exchange of the debt securities. (Sections 305, 1002) If the applicableprospectus 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 oftransfer 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 oragency in each place of payment for that series. (Section 1002)
We will not be required to:•register the transfer of or exchange debt securities to be redeemed for a periodof fifteen calendar days preceding the mailing of the relevant notice ofredemption; or•register the transfer of or exchange any registered debt security selected forredemption, in whole or in part, except the unredeemed or unpaid portion ofthat registered debt security being redeemed in part. (Section 305)
15

Interest and Principal Payments
Payments. Holders may present debt securities for payment of principal, premium, ifany, 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 thedate 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 625 Marquette Avenue,
Minneapolis, MN 55479. 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 thedebt securities and that remains unclaimed two years after the payments were due will, at ourrequest, be returned to us and after that 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 most debt securities in U.S. dollars, some debt securities may be payable in foreign
currencies as specified in the applicable 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 denominated checking or savings accountfacilities. 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 payablein euro, will be made by 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 whosename the debt security is registered at the close of business on the applicable record date.
Unless otherwise specified in the applicable 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, thepaying agent will pay any interest due to the person to whom it pays the principal of 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 makethe initial interest payment on a debt security on the first interest payment date falling after thedate of issuance, unless the date of issuance is less than 15 calendar days before an interest
payment date. In that case, the paying agent will pay interest or, in the case of an amortizing
debt security, principal and interest, on the next succeeding interest payment date to the holderof 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 thatdebt security, regularly scheduled interest is payable.
Book-Entry Debt Securities. The paying agent will make payments of principal,
premium, if any, and interest, if any, to the account of The Depository Trust Company,
referred to herein as “DTC,” or other depositary specified in the applicable prospectus
16supplement, as holder of book-entry debt securities, by wire transfer 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 in thebook-entry debt securities as shown on the records of the depositary. We also expect thatpayments by the depositary’s participants to owners of beneficial interests in the book-entry
debt securities will be governed by standing 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 ofinterest either:•by check mailed to the address of the person entitled to payment as shown on
the security register; or•by 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 for making 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 othercircumstances beyond our control or if the specified currency is no longer used by thegovernment of the country issuing that currency or by public institutions within theinternational banking community for the settlement of transactions. If the specified currency isunavailable, we may satisfy our obligations to holders of the debt securities by making thosepayments 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 the currency 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 then available 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 theapplicable payment date from three recognized foreign exchange dealers for the purchase by
the quoting dealer:•of the specified currency for U.S. dollars for settlement on the payment date;•in the aggregate amount of the specified currency payable to those holders or
beneficial owners of debt securities; and•at which the applicable dealer commits to execute a contract.
17

One of the dealers providing quotations may be the exchange rate agent appointed by us
unless the exchange rate agent is our affiliate. If those bid quotations are not available, theexchange rate agent will determine the market exchange rate at its sole discretion.
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 for a specified currency, the debt securities will beredenominated in euro on a date determined by us, with a principal amount for each debt
security equal to the principal amount of that debt security in the specified currency, converted
into euro 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 ofredenomination into euro of internationally offered securities is different from the provisions
specified above, such provisions will be deemed to be amended so as to comply with suchmarket practice and we will promptly notify the applicable trustee and the paying agent ofsuch deemed amendment. The “established rate” means the rate for the conversion of thespecified currency (including compliance with rules relating to rounding in accordance withapplicable European Union regulations) into euro established by the Council of European
Union pursuant to the Treaty establishing the European Communities, as amended by theTreaty on European Union. We will give 30 days’ notice of the redenomination date to thepaying agent and the applicable trustee.
Any payment made in U.S. dollars or in euro 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 withoriginal issue discount, which in most cases must be included in income for U.S. federal
income tax purposes at a constant yield. We refer to these debt securities as “discount notes.”
See the discussion under “Certain U.S. Federal Income Tax Considerations” below. In theevent of a redemption or repayment of any discount note or if the principal 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:•the aggregate principal amount of the debt security multiplied by the sum of•

its issue price, expressed as a percentage of the aggregate principal
amount, plus•

the 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 a redemption, 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,18

except for the initial period (as defined below), corresponds to the shortest 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 the period from the date of issue to the first interest payment date for a discountnote (the “initial period”) is shorter than the compounding period for the discount note, aproportionate amount of the yield for an entire compounding period will be accrued. If theinitial period is longer than the compounding period, then the period will be divided into aregular compounding period and a short period with the short period being treated as provided
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 ashaving 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.
Certain Definitions. The following are definitions of certain terms we use in thisprospectus 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 alegal 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, euro or Australian dollars, in the principal financial
center of the country of the specified currency, or (c) for debt securities denominated inAustralian dollars, in Sydney, Australia, (ii) for debt securities denominated in euro, that is
also a 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, unless provided 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 foreignexchange markets settle payments in London.
“TARGET Settlement Day” means any day on which the Trans-European AutomatedReal-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 theUnited States of America. References in this prospectus to “euro” 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 inthis prospectus to “£,” “pounds sterling” or “sterling” are to the currency of the United Kingdom.
19

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 madeavailable for payment. Unless otherwise specified in the applicable prospectus supplement, thefollowing 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 a 360-day year of twelve 30-day months.
How Interest Accrues. Interest on fixed rate debt securities will accrue from andincluding the most 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 a 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 madeon the interest payment dates specified in the applicable prospectus supplement. However, if
the first interest payment date is less than 15 days after the issue date, interest will not be paidon the first interest payment date, but will be paid on 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 lastinterest payment date in respect of which interest has been paid or provided for, as the casemay be, to but excluding the relevant interest payment date or date 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 from and after the scheduled interest payment date. If thescheduled 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 onthat payment will not accrue during the period from and after the scheduled maturity date ordate of redemption or repayment.
Amortizing Debt Securities. A fixed rate debt security may pay a level amount inrespect of both interest and principal amortized over the life of the debt security. Payments ofprincipal 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 tointerest 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.
20

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 applicableprospectus supplement.
Each floating rate debt security will bear interest at a floating rate determined byreference to an interest rate or interest rate formula, which we refer to as the “base rate.” Thebase rate may be one or more of the following:•

the CD rate;•

the commercial paper rate;•

EURIBOR;•the federal funds rate;•

the federal funds (open) rate;•

LIBOR;•

the prime rate;•

the Treasury rate;•

the CMT rate; or•

any 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 becalculated by reference to:•the specified base rate based on the index maturity;•

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

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 theapplicable prospectus supplement. The “spread” is the number of basis points (one onehundredth of a percentage point) specified in the applicable prospectus 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 to21

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 bothof the following limitations on the interest rate:•a 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/or•

a 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 theapplicable prospectus supplement.
New York State law governs the indentures under which the debt securities will be
issued. New York has 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, themaximum permissible rate of interest, subject to some exceptions, is 16% per annum on asimple 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 first interest reset date for a floating rate debt security will be the initial interest rate specified
in the applicable prospectus supplement. We refer to this rate as the “initial interest rate.” Theinterest 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 eachinterest 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 is applicable as follows:•

for federal funds rate debt securities, federal funds (open) rate debt securities
and prime rate debt securities, the interest determination date will be on thebusiness day prior to the interest reset date;•

for CD rate debt securities, 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;•for EURIBOR debt securities or Euro LIBOR debt securities, the interest
determination date will be the second TARGET Settlement Day prior to theinterest reset date;•for LIBOR debt securities (other than Euro LIBOR debt securities), the interest
determination date will be the second London banking day prior to the interest
22reset date, except that the interest determination date pertaining to the interest
reset date for a LIBOR debt security for which the index currency is pounds
sterling will be the interest reset date;•

for Treasury rate debt securities, the interest determination date will be the dayof the week in which 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 isnormally held on the following Tuesday, except that the auction may be heldon 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 be that 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, thatinterest reset date will be the following business day; and•for debt securities with two or more base rates, the interest determination date
will be the latest business day that is at least two business days before theapplicable interest reset date on which each base rate is determinable.

The interest reset dates will be specified in the applicable prospectus supplement. If aninterest 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, theinterest reset date will be the immediately preceding business day.
In the detailed descriptions of the various base rates which follow, the “calculation date”
pertaining to an interest determination date means the earlier of (i) the tenth calendar day afterthat interest determination date or, if that day is not a business day, the next business day, or(ii) the business day immediately preceding the applicable 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 thematurity, redemption or repayment date.
How Interest Is Calculated. Interest on floating rate debt securities will accrue fromand including the most 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 a 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.”
Unless otherwise specified in the applicable prospectus supplement, the calculation
agent for any issue of floating rate debt securities will be Wells Fargo Bank, N.A., one of ouraffiliates. We may appoint a successor calculation agent with the written consent of the paying
23

agent, which consent shall not be unreasonably withheld. Upon the request of the holder ofany floating rate debt security, the calculation agent will provide the interest rate then in effectand, if determined, the interest rate that will become effective on the next interest reset date
for the floating rate debt security. The calculation agent will notify the paying agent of eachdetermination of the interest 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 theprincipal amount of the floating rate debt security by an accrued interest factor. This accrued
interest factor will be computed by adding the interest factors calculated for each day in the
period for which interest is being paid. The interest factor for each day is computed by
dividing the interest rate applicable to that day:•by 360, in the case of CD rate debt securities, 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;•

by 365 (or 366 if the last day of the interest period falls in a leap year), in thecase of LIBOR debt securities denominated in pounds sterling; or•by the actual number of days in the year, in the case of Treasury rate debt
securities and CMT rate debt securities.

For these calculations, the interest rate in effect on any interest reset date will be theapplicable rate as reset on that 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-thousandthof a percentage point, with .000005% rounded up to .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 .005
rounded up to .01.
When Interest Is Paid. We will pay interest on floating rate debt securities on theinterest payment dates specified in the applicable prospectus supplement. However, if the firstinterest payment date is less than 15 days after the issue date, interest will not be paid on thefirst 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 thematurity date or any earlier redemption or repayment date, for any floating rate debt security
falls on a day that is not a business day, it will be postponed to the following business day,24

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. If the maturity date or any earlier redemption or repayment date of afloating 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 onthat payment will not accrue during the period from and after the maturity, redemption or
repayment date, as the case may be.
Base Rates.
CD Rate Debt Securities. CD rate debt securities will bear interest at the interest rates
specified in the applicable prospectus supplement. Those interest rates will be based on the
CD 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 “CD rate” means, for any interest determination date, the rate on that date fornegotiable U.S. dollar certificates of deposit having the index maturity specified in theapplicable prospectus supplement as published by the Board of Governors of the Federal
Reserve System in “Statistical Release H. 15 (519), Selected Interest Rates,” or any successor
publication of the Board of Governors of the Federal Reserve System (“H.15 (519)”) under theheading “CDs (Secondary Market).”The following procedures will be followed if the CD rate cannot be determined as
described above:•

If the above rate is not published in H.15(519) by 3:00 p.m., New York City
time, on the calculation date, the CD rate will be the rate on that interest
determination date set forth in the daily update of H.15(519), available throughthe website of the Board of Governors of the Federal Reserve System at http://
www.federalreserve.gov/releases/h15/update, or any successor site or
publication, which is commonly referred to as the “H.15 Daily Update,” for theinterest determination date for certificates of deposit having the index maturity
specified in the applicable prospectus supplement, under the caption “CDs
(Secondary Market).”•If the above rate is not yet published in either H.15(519) or the H.15 Daily
Update by 3:00 p.m., New York City time, on the calculation date, thecalculation agent will determine the CD rate to be the arithmetic mean of thesecondary market offered rates as of 10:00 a.m., New York City time, on thatinterest determination date of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in New York, New York, which may include theunderwriters or agents for the debt securities or their affiliates, selected by thecalculation agent, after consultation with us, for negotiable U.S. dollar
certificates of deposit of major U.S. money center banks of the highest credit
standing in the market for negotiable certificates of deposit with a remaining
25

maturity closest to the index maturity specified in the applicable prospectus
supplement in an amount that is representative for a single transaction in thatmarket at that time.
•

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

Commercial Paper Rate Debt Securities. Commercial paper rate debt securities will bearinterest at the interest rates specified in the applicable prospectus supplement. Those interest
rates will be based on the commercial paper rate and any spread and/or spread multiplier andwill 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 H.15(519), 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:•

If the above rate is not published by 3:00 p.m., New York City time, on thecalculation date, then the commercial paper rate will be the money market yieldof the rate on that interest determination date for commercial paper of the index
maturity specified in the applicable prospectus supplement as published in the
H.15 Daily Update, or other recognized electronic source used for the purposeof displaying the applicable rate, under the heading “Commercial Paper—
Nonfinancial” or “Commercial Paper Financial,” as specified in the applicableprospectus supplement.

•

If by 3:00 p.m., New York City time, on that calculation date the rate is not yet
published in either H.15(519) or the H.15 Daily Update, or other recognizedelectronic source used for the purpose of displaying the applicable rate, thenthe calculation agent will determine the commercial paper rate to be the money
market yield of the arithmetic mean of the offered rates as of 11:00 a.m., NewYork City time, on that interest determination date of three leading dealers of
U.S. dollar commercial paper in New York, New York, which may include theunderwriters or agents for the debt securities or their affiliates, selected by thecalculation agent, after consultation with us, for commercial paper of the index
maturity specified in the applicable prospectus supplement, placed for anindustrial issuer whose bond rating is “Aa,” or the equivalent, from a nationallyrecognized statistical rating agency.

•

If the dealers selected by the calculation agent are not quoting as set forth
above, the commercial paper rate for the interest determination date will remain
26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 x 360
360 – (D x M)

x 100

where “D” refers to the applicable per year rate for commercial paper quoted on a bankdiscount basis and expressed as a decimal and “M” refers to the actual number of days in theinterest 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 forpurposes of compiling and publishing those rates, for the index maturity specified in theapplicable prospectus supplement as that rate appears on the display on Reuters 3000 Xtra
Service (“Reuters”), or any successor service, on page EURIBOR01 or any other page 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:•

If the above rate does not appear on Reuters Page EURIBOR01 on aninterest determination date at approximately 11:00 a.m., Brussels time, thecalculation agent will request the principal Euro-Zone office of each offour major banks in the Euro-Zone interbank market, as selected by thecalculation 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 determination date, to prime banks inthe Euro-Zone interbank market for the index maturity specified in theapplicable prospectus supplement commencing on the applicable interest
reset date, and in a principal amount not less than the equivalent of€1 million that is representative of a single transaction in euro, in thatmarket at that time. If at least two quotations are provided, EURIBOR willbe the arithmetic mean of those quotations.

•

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

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

“Euro-Zone” means the region comprising member states of the European Union thathave adopted the single 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 interestat 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 thatdate for U.S. dollar federal funds as published in H.15(519) under the heading “Federal Funds(Effective)” as displayed on Reuters, or any successor service, on page FEDFUNDS1 or any
other page as may replace the applicable page on that service, which is commonly referred toas “Reuters Page FEDFUNDS1.”
The following procedures will be followed if the federal funds rate cannot be
determined as described above:•

If the above rate is not published in H.15(519) by 3:00 p.m., New York City
time, on the calculation date, or does not appear on Reuters Page
FEDFUNDS1, the federal funds rate will be the rate on that interest
determination date as published in the H.15 Daily Update, or other recognizedelectronic source used for the purpose of displaying the applicable rate, under
the heading “Federal Funds (Effective).”•

If the above rate is not yet published in either H.15(519) or the H.15 Daily
Update, or other recognized electronic source used for the purpose ofdisplaying the applicable rate, by 3:00 p.m., New York City time, on thecalculation date, the calculation agent will determine the federal funds rate tobe 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 brokersof U.S. dollar federal funds transactions in New York, New York, which may
28

include the underwriters or agents for the debt securities or their affiliates,
selected by the calculation agent, after consultation with us.
•

If 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 willremain the federal funds rate for the immediately preceding interest reset
period, or, none, the rate of interest payable will be the initial interest rate.

Federal Funds (Open) Rate Debt Securities. Federal funds (open) rate debt securities willbear interest at the interest rates specified in the applicable prospectus supplement. Those interest
rates will be based on the federal funds (open) rate and any spread and/or spread multiplier andwill be subject to the minimum interest rate and the maximum interest rate, if any.
The “federal funds (open) rate” means, for any interest determination date, the federal
funds rate on that 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:•

If the above rate is not published by 3:00 p.m., New York City time, on thecalculation 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.

•

If the above rate is not displayed on the FFPREBON Index Page on
Bloomberg, or other recognized electronic source used for the purpose ofdisplaying the applicable rate, by 3:00 p.m., New York City time, on thecalculation date, the calculation agent will determine the federal 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 thatinterest determination date, by each of three leading brokers of U.S. dollar
federal funds transactions in New York, New York, which may include theunderwriters or agents for the debt securities and their affiliates, selected by thecalculation agent, after consultation with us.

•

If 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 willremain 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 the applicable prospectus supplement. That interest rate will be based on London
29

Interbank Offered Rate, which is commonly 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.
The calculation agent will determine LIBOR for each interest determination date as
follows:•“LIBOR” means, for any interest determination date, the arithmetic mean of theoffered rates for deposits in the index currency having the index maturity
designated in the applicable prospectus 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 as of 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.

•

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 thecalculation 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 for deposits in
the index currency for the period of the index maturity specified in theapplicable prospectus supplement commencing on the second London banking
day immediately following the interest determination date or, if pounds sterlingis the index currency, commencing on that interest determination date, to primebanks in the London Interbank market at approximately 11:00 a.m., London
time, on that interest determination date and in a principal amount that isrepresentative of a single transaction in that index currency in that market atthat time. If at least two quotations are provided, LIBOR determined on thatinterest determination date will be the arithmetic mean of those quotations.

•

If fewer than two quotations are provided, LIBOR will be determined for theapplicable interest reset date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., or some other time specified in the applicableprospectus supplement, in the applicable principal financial center for thecountry of the index currency on that interest determination date, by threemajor banks 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 applicable prospectus supplement and in a principal
amount that is representative of a single transaction in that index currency inthat market at that time.

•

If the banks so selected by the calculation agent are not quoting as set forth
above, LIBOR for that interest determination date will remain LIBOR for theimmediately preceding interest reset period, or, if none, the rate of interest
payable will be the initial interest rate.
30

The “index currency” means the currency specified in the applicable prospectus
supplement as the currency 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 theapplicable 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 ofdisplaying 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 theprime 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 H.15 (519) prior to 3:00 p.m., New York City time, on the related calculation
date, under the heading “Bank Prime Loan.”
The following procedures will be followed if the prime rate cannot be determined as
described above:•

If the above rate is not published in H.15 (519) prior to 3:00 p.m., New York
City time, on the calculation date, then the prime rate will be the rate on thatinterest determination date as published in H.15 Daily Update, or any otherrecognized electronic source used for the purposes of displaying the applicablerate, under the heading “Bank Prime Loan.”•If the rate is not published in either H.15 (519) or the H.15 Daily Update oranother recognized electronic source by 3:00 p.m., New York City time, on thecalculation date, then the calculation agent will determine the prime rate to be
the arithmetic mean of the rates of interest publicly announced by each bankthat appears on the Reuters Screen USPRIME 1 Page, as defined below, as thatbank’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.

•

If fewer than four rates for that interest determination date appear on theReuters Screen USPRIME 1 Page by 3:00 p.m., New York City time, on thecalculation date, the calculation agent will determine the prime rate to be thearithmetic mean of the prime rates quoted or base lending rates furnished in
New York City by three substitute major banks or trust companies (allorganized 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.

•

If 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 for31the immediately preceding interest reset period, or, if none, the rate of interest
payable will be the initial interest rate.
“Reuters Screen USPRIME 1 Page” means the display designated as page “USPRIME
1” on the Reuters 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 orbase lending rates of major U.S. banks.
Treasury Rate Debt Securities. Treasury rate debt securities will bear interest at theinterest rates specified in the applicable prospectus supplement. That interest rate will bebased on the Treasury rate and any spread and/or spread multiplier and will be subject to theminimum interest rate and the maximum interest rate, if any.
The “Treasury rate” means:•the rate from the auction held on the applicable interest determination date,
which we refer to as 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 thecaption “INVESTMENT 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,” or page USAUCTION 11 or any other page as may replace
page USAUCTION 11 on that service, which we refer to as “Reuters Page
USAUCTION 11”; or•

if the rate described in the first bullet point is not published by 3:00 p.m., NewYork City time, on the calculation date, the bond equivalent yield of the rate forthe applicable Treasury Bills as published in the H.15 Daily Update, or otherrecognized electronic source used for the purpose of displaying the applicable rate,
under the caption “U.S. Government Securities/Treasury Bills/Auction High”; or•

if the rate described in the second bullet point is not published by 3:00 p.m.,
New York City time, on the related calculation date, the bond equivalent yieldof the auction rate of the applicable Treasury Bills, announced by the UnitedStates Department of the Treasury; or•if the rate referred to in the third bullet point is not announced by the UnitedStates Department of the Treasury, or if the auction is not held, the bondequivalent yield of the rate on the applicable interest determination date ofTreasury Bills having the index maturity specified in the applicable prospectus
supplement published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”; or•

if the rate referred to in the fourth bullet point is not so published by 3:00 p.m.,
New York City time, on the related calculation date, the rate on the applicable32interest determination date of the applicable Treasury Bills as published in
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/Secondary Market”; or•

if the rate referred to in the fifth bullet point is not so published by 3:00 p.m.,
New York City time, on the related calculation date, the rate on the applicableinterest determination date calculated by the calculation agent as the bondequivalent yield of the arithmetic mean of the secondary market bid rates, as ofapproximately 3:30 p.m., New York City time, on the applicable 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,
selected by the calculation agent after consultation with us, for the issue ofTreasury Bills with a remaining maturity closest to the index maturity specified
in the applicable prospectus supplement; or•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.

The “bond equivalent yield” means a yield calculated in accordance with the following
formula and expressed as a percentage:
DxN
360 – (D x M)

bond equivalent yield =x 100

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bankdiscount 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 which interest 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 displayed on the
Designated CMT Reuters Page, as defined below, under the caption “… Treasury Constant
Maturities … Federal Reserve Board Release H.15… Mondays Approximately 3:45 p.m.,”under the column for the Designated CMT Maturity Index, as defined below, for:•the rate on that interest determination date, if the Designated CMT Reuters
Page is FRBCMT; and•the week or the month, as applicable, ended immediately preceding the week inwhich the related interest determination date occurs, if the Designated CMT
Reuters Page is FEDCMT.
33

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

If the above rate is no longer displayed on the relevant page, or if not displayedby 3:00 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 as published in the relevant H.15(519).

•

If the above rate described in the first bullet point is no longer published, or if
not published by 3:00 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 for the Designated
CMT Maturity Index on the interest determination date as may then be
published by either the Board of Governors of the Federal Reserve System 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 in the relevant H.15(519).

•

If the information described in the second bullet point is not provided by 3:00
p.m., New York City time, on the related calculation date, then the calculation
agent will determine the CMT rate to be a yield to maturity, based on thearithmetic mean of the secondary market closing offer side prices as ofapproximately 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 their affiliates, selected by the calculation agent as describedin 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 theevent of equality, one of the lowest, for the most recently issued direct
noncallable fixed rate obligations of the United States, which are commonlyreferred 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 the securities in thatmarket 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 theshorter remaining term to maturity will be used.

•

If the calculation agent cannot obtain three Treasury notes quotations as
described in the immediately preceding bullet point, the calculation agent will
determine the CMT rate to be a yield to maturity based on the arithmetic mean of
the secondary market offer side prices as of approximately 3:30 p.m., New York34

City time, on the interest determination date of three reference dealers in New
York, New York, selected using the same method described in the immediately
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 a remaining term to maturity closest to the Designated CMT Maturity Indexand in a principal amount that is representative for a single transaction in the
securities in that market at that time.
•

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

•

If fewer than three reference dealers selected by the calculation agent are
quoting as described above, the CMT rate for that interest determination date
will remain the CMT rate for the immediately preceding interest reset period,or, if none, the rate of interest payable will be the initial 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 for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no page is specified in the applicable prospectus
supplement, the Designated 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 theapplicable 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
Optional Redemption By Us. If applicable, the prospectus supplement will indicate theterms of our option to redeem the debt securities. We will mail a notice of redemption to eachholder which, in the case of global securities, will be the depositary, as holder of the global
securities, by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior
to the date fixed for redemption, or within the redemption notice period designated in theapplicable prospectus 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 theapplicable trustee shall deem fair and appropriate and may provide for the selection forredemption of a portion of the principal amount of debt securities held by a holder equal to an
authorized denomination. If we redeem less than all of the debt securities and the debt
securities are then held in book-entry form, the redemption will be made in accordance with35

the depositary’s customary procedures. We have been advised that it is DTC’s practice todetermine by lot 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 a redemption premium, the following provisions will apply unlessotherwise specified in the applicable prospectus supplement. Upon redemption of such debt
securities, we will pay a redemption price equal to the greater of the following amounts, plus,
in each case, accrued and unpaid interest thereon to the redemption date:•

100% of the principal amount of the debt securities to be redeemed, and•the sum of the present values of the remaining scheduled payments.

In determining the present values of the remaining scheduled payments, we will
discount such payments to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) using a discount rate equal to the treasury rate plus
the spread specified in the applicable prospectus supplement.
The following terms are relevant to the determination of the redemption price:“Treasury rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the comparable treasury issue. In determining
this rate, we will assume a price for the comparable treasury issue (expressed as a percentage of
its principal amount) equal to the comparable treasury price for such redemption date.
“Comparable treasury issue” means the United States Treasury security selected by thequotation agent as having an actual or interpolated maturity comparable to the remaining termof the debt securities to be redeemed that would be utilized, at the time of selection and inaccordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such debt securities.
“Quotation agent” means Wells Fargo Securities, LLC, or if that firm is unwilling or
unable to select the comparable treasury issue, an investment banking institution of national
standing appointed by us.
“Comparable treasury price” means (A) the arithmetic average of the referencetreasury dealer quotations for such redemption date after excluding the highest and lowest
reference treasury dealer quotations, or (B) if the quotation agent obtains fewer than threereference treasury dealer quotations, the arithmetic average of all reference treasury dealer
quotations for such redemption date.
“Reference treasury dealer quotations” means, with respect to each reference treasury
dealer and any redemption date, the arithmetic average, as determined by the quotation agent,36

of the bid and asked prices for the comparable treasury issue (expressed in each case as apercentage of its principal amount) quoted in writing to the quotation agent by such referencetreasury dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Reference treasury dealer” means primary U.S. Government securities dealers in New
York City (“primary treasury dealers”) selected by the quotation agent after consultation with us.
“Remaining scheduled payments” means, with respect to any debt security to beredeemed, the remaining scheduled payments of the principal and interest thereon that would
be due after the related redemption date but for such redemption; provided, however, that, if
such redemption date is not an interest payment date with respect to such debt security, theamount of the next scheduled interest payment thereon will be reduced by the amount ofinterest accrued thereon to such redemption date.
The quotation agent is our affiliate and, as such, the economic interests of Wells Fargo
Securities, LLC may be adverse to your interests as a holder of debt securities subject to ourredemption, including with respect to certain determinations and judgments it must make as
quotation agent in the event we redeem such debt securities before their maturity. Wells Fargo
Securities, LLC is obligated to carry out its duties and functions as quotation agent in good faith.
Repayment At Option Of Holder. If applicable, the prospectus supplement relating to aseries 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, the repayment 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 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 45 days prior to the repayment date:•the debt security with the form entitled “Option to Elect Repayment” on thereverse of debt security duly completed; or•a 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 bank or trust company in the United States setting forth thename 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, a statementthat 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 bereceived by the paying agent not later than the fifth business day after the dateof the telegram, telex, facsimile transmission or letter. However, the telegram,telex, facsimile transmission or letter will only be effective if that debt security
37and form duly completed are received by the paying agent by the fifth business
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 thedebt security but, in that event, the principal 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 order to ensure that the depositary’s nominee will timely
exercise a right to repayment of a particular debt security, the beneficial 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 torepayment. Different firms have different cut-off times for accepting instructions from theircustomers and, accordingly, each beneficial owner should consult the broker or other direct orindirect participant through which it holds an interest in a debt security in order to ascertain
the cut-off time by which an instruction must be given in order for timely notice to bedelivered to the depositary.
We may purchase debt securities at any price in the open market or otherwise. Debt
securities so purchased by us may, at our discretion, be held or resold or surrendered to theapplicable trustee for cancellation.
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 andintegral 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 the special terms and provisions of debt securities in bearer form, and the extent
to which those special terms and provisions 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 relate specifically 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 a declaration of acceleration of the maturity ofthe debt security under the applicable indenture. (Section 101) See “—Interest and Principal
38

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:•prohibits us and our subsidiaries from selling, pledging, assigning or otherwise
disposing of shares 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; and•prohibits any Principal Subsidiary Bank from issuing any shares of its capitalstock or securities convertible into its capital stock.

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

sales, pledges, assignments or other dispositions or issuances, so long as, after
giving effect to the disposition and to the issuance of any shares issuable upon
conversion or exchange of securities convertible or exchangeable into capitalstock, we would own directly or through one or more of our subsidiaries notless than 80% of the shares of each class of capital stock of the applicablePrincipal Subsidiary Bank;•

sales, pledges, assignments or other dispositions or issuances made incompliance with an order or direction of a court or regulatory authority ofcompetent jurisdiction; or•sales of capital stock by any Principal Subsidiary Bank to its stockholders solong as before the sale we own directly or indirectly shares of the same classand the sale does not reduce the percentage of the shares of that class of capitalstock owned by us. (Section 1005 of the senior indenture)

When we use the term “subsidiary” in this section, 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 that is entitled in the ordinary course to vote for the election of a majority of thedirectors of a corporation and does not include stock that is entitled to so vote only as a resultof the happening of certain events.
When we use the term “Principal Subsidiary Bank” above, we mean any commercialbank or trust company organized in the United States under Federal or state law of which we
39

own at least a majority of the shares of voting stock directly or indirectly through one or moreof our subsidiaries if such commercial bank or trust 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 Bankis 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:•incur, assume or become liable for any type of debt or other obligation;•

create liens on our property for any purpose; or•pay dividends or make distributions on our capital stock or repurchase orredeem our capital stock.

The indentures do not require the maintenance of any financial ratios or specified levels of net
worth or liquidity. In addition, the indentures do not contain any provisions which would
require us to repurchase or redeem or modify the terms of any of the debt securities upon achange of control or other event involving us which may adversely affect the creditworthinessof the debt securities.
Consolidation, Merger or Sale
Each of the indentures generally permits a consolidation or merger between us andanother entity. They also permit the sale or transfer by us of all or substantially all of ourproperty and assets. These transactions are permitted if:•

the resulting or acquiring entity, if other than us, is organized and existingunder the laws of a domestic jurisdiction and assumes all of our responsibilities
and liabilities under the applicable indenture, including the payment of allamounts due on the debt securities and performance of the covenants in theapplicable indenture; and•immediately after the transaction, and giving effect to the transaction, no eventof default under the applicable indenture exists. (Section 801)

If we consolidate or merge with or into any other entity or sell or lease all or
substantially all of our assets according to the terms and conditions of the indentures, theresulting 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 a result, such successor entity may
exercise our rights and powers under the indentures, in our name and, except in the case of alease 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)40Modification and Waiver
Under each of the indentures, certain of our rights and obligations and certain of therights of holders of the debt securities may be modified or amended with the consent of theholders of at least a majority of the aggregate principal amount of the outstanding debt
securities of all series of debt securities affected by the modification or amendment, acting as
one class. However, the following modifications and amendments will not be effective against
any holder without its consent:•a change in the stated maturity date of any payment of principal or interest;•a reduction in payments due on the debt securities;•

a change in the place of payment or currency in which any payment on the debt
securities is payable;•

a limitation of a holder’s right to sue us for the enforcement of payments dueon the debt securities;•

a reduction in the percentage of outstanding debt securities required to consent
to a modification or amendment of the applicable indenture or required toconsent to a waiver of compliance with certain provisions of the applicableindenture or certain defaults under the applicable indenture;•a reduction in the requirements contained in the applicable indenture forquorum or voting;•a limitation of a holder’s right, if any, to repayment of debt securities at theholder’s option;•in the case of subordinated debt securities convertible into common stock, alimitation of any right to convert the subordinated debt securities; and•a modification of any of the foregoing requirements contained in the applicableindenture. (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 aparticular covenant or condition, acting as one class, may, on behalf of all holders of suchseries 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 withthe covenant relating to Principal Subsidiary Banks described above under “—CovenantsContained in Indentures” can be waived in this manner. (Section 1008 of the senior indenture,
Section 1005 of the subordinated indenture)41

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:•

a default in the payment of the principal of or any premium or interest on any
debt securities of that series; or•a default under any provision of the applicable indenture which itself cannot be
modified or amended without the consent of the holders of each outstanding
debt security of that series. (Section 513)

Events of Default
Unless otherwise specified in the applicable prospectus supplement, an “event ofdefault,” when used in the senior indenture with respect to any series of senior debt securities,
means any of the following:•

failure to pay interest on any senior debt security of that series for 30 days after
the payment is due;•failure to pay the principal of or any premium on any senior debt security ofthat series when due;•failure to deposit any sinking fund payment on senior debt securities of that
series when due;•failure to perform any of the covenants regarding capital stock of Principal
Subsidiary Banks described above under “—Covenants Contained inIndentures”;•

failure to perform any other covenant in the senior indenture that applies tosenior debt securities of that series for 90 days after we have received written
notice of the failure to perform in the manner specified in the senior indenture;•certain events in bankruptcy, insolvency or reorganization; or•

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

Unless otherwise specified in the applicable prospectus supplement, an “event ofdefault,” when used in the subordinated indenture with respect to any series of subordinateddebt securities, means any of the following:•certain events in bankruptcy, insolvency or reorganization; or•

any other event of default that may be specified for the subordinated debt
securities of that series when that series is created. (Section 501 of thesubordinated indenture)42

If an event of default for any series of debt securities occurs and continues, theapplicable trustee or the holders of at least 25% in aggregate principal amount of theoutstanding debt securities of the series may declare the entire principal of all the debt
securities of that series to be due and payable immediately. If such a declaration occurs, theholders of a majority of the aggregate principal amount of the outstanding debt securities ofthat series can, subject to conditions, rescind the declaration. (Sections 502, 513) Unless westate otherwise in the applicable prospectus supplement, the holders of subordinated debt
securities will not have the right to accelerate the payment of principal of the subordinateddebt securities as a result of our failure to perform any covenant or agreement contained in thesubordinated debt securities or the subordinated indenture.
The prospectus supplement relating to a series of debt securities which are original issue
discount securities will describe the particular provisions that relate to the acceleration of maturityof a portion of the principal amount of the series when an event of default occurs and continues.
Each of the indentures requires us to file an officers’ certificate with the applicable
trustee each year that states, to the knowledge of the certifying officer, whether or not any
defaults exist under the terms of the applicable indenture. (Section 1007 of the seniorindenture, Section 1004 of the subordinated indenture). The trustee may withhold notice to theholders of debt securities of any default, except defaults in the payment of principal, 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 whichis, or after notice or lapse of time or both would become, an event of default under theapplicable indenture with respect to the debt securities of the applicable series. (Section 602)
Other than its duties in the case of a default, a trustee is not obligated to exercise anyof its rights or powers under the applicable indenture at the request, order or direction of any
holders, unless the holders offer that trustee reasonable indemnification. (Sections 601, 603) If
reasonable indemnification is provided, then, subject to other rights of the trustee, the holders
of a majority in principal amount of the outstanding debt securities of any series may, withrespect to the debt securities of that series, direct the time, method and place of:•conducting any proceeding for any remedy available to the trustee; or•

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 proceedingwith respect to the applicable indenture or for any remedy only if:•

the holder has previously given the trustee written notice of a continuing eventof default with respect to that series;•

the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made a written request of, and offeredreasonable indemnification to, the trustee to begin such proceeding;43•

the trustee has not started such proceeding within 60 days after receiving therequest; and•the trustee has not received directions inconsistent with such request from theholders of a majority 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 paymentof principal of and any premium and interest on the senior debt security when due and to
institute suit to enforce this payment, and the holder of any subordinated debt security will
have, subject to the subordination provisions discussed below under “—Subordination,” theabsolute right to receive payment of principal of and any premium and interest on thesubordinated debt security when due in accordance with the subordinated indenture and to
institute suit to enforce the payment. (Section 508)
DefeasanceDefeasance and Discharge. At the time that we establish a series of debt securities
under the applicable indenture, we can provide that the debt securities of that series are subject
to the defeasance and discharge provisions of that indenture. Unless we specify otherwise in
the applicable prospectus supplement, the debt securities offered thereby will be subject to thedefeasance and discharge provisions of the applicable indenture, and we will be discharged
from our obligations on the debt securities of that series if:•

we deposit with the applicable trustee, in trust, sufficient money or, if the debt
securities of that series are denominated and payable in U.S. dollars only,
Eligible Instruments, to pay the principal, any interest, any premium and anyother sums due on the debt securities of that series, such as sinking fundpayments, on the dates the payments are due under the applicable indenture andthe terms of the debt securities;•

we deliver to the applicable trustee an opinion of counsel that states that theholders of the debt securities of that series will not recognize income, gain orloss for federal income tax purposes as a result of the deposit and will be
subject to federal income tax on the same amounts and in the same manner andat the same times as would have been the case if no deposit had been made; and•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 thedeposit. (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 andessentially risk free as to collection of principal and interest, including:•

direct obligations of the United States backed by the full faith and credit of theUnited States; or44•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 UnitedStates. (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:•the applicable indenture, including, in the case of subordinated debt securities,
the subordination provisions contained in the subordinated indenture, will nolonger apply to the debt securities of that series; however, certain obligations tocompensate, reimburse and indemnify the trustee, to register the transfer andexchange 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; and•holders of debt securities of that series can only look to the trust fund for
payment of principal, any premium and any interest on the debt securities ofthat series. (Section 403)

Defeasance of Certain Covenants and Certain Events of Default. At the time that weestablish a series of debt securities under the applicable indenture, we can provide that the
debt securities of that series are subject to the covenant defeasance provisions of thatindenture. Unless we specify otherwise in the applicable prospectus supplement, the debt
securities offered thereby will be subject to the covenant defeasance provisions of theapplicable indenture, and if we make the deposit and deliver the opinion of counsel describedabove in this section under the heading “—Defeasance and Discharge” we will not have tocomply with the following restrictive covenants contained in the applicable indenture:•

Restrictions Upon Sale or Issuance of Capital Stock of Certain Subsidiary
Banks (Section 1005 of the senior indenture) discussed above under “—Covenants Contained in Indentures”; and•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 the senior 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 the series become immediately due and payable because an event of default has
occurred, other than as a result of an event of default specifically referred to above, the amountof money and/or Eligible Instruments on deposit with the applicable trustee will be sufficient to
pay the principal, any interest, any premium and any other sums, due on the debt securities of45

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 time of acceleration. However, we would remain liable for the balance of thepayments. (Section 1501 of the senior indenture, 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 means•

any of our indebtedness for borrowed or purchased money, whether or not
evidenced by bonds, debentures, notes or other written instruments,•

our obligations under letters of credit,•

any of our indebtedness or other obligations with respect to commodity
contracts, interest rate and 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, and•any guarantees, endorsements (other than by endorsement of negotiable
instruments for collection in the ordinary course of business) or other similar
contingent obligations in respect of obligations of others of a type describedabove, whether or not such obligation is classified 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 than obligations 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 tothose debt securities, rank and will rank junior to the subordinated debt securities.
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 theprincipal of or interest on the subordinated debt securities. In such an event, we will pay ordeliver directly to the holders of Senior Debt any payment or distribution otherwise payable ordeliverable 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 thesubordinated debt securities so long as:•

the payments or distributions consist of securities issued by us or anothercompany in connection with a plan or reorganization or readjustment; and46

•payment 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 thesubordinated indenture)

If such events in bankruptcy, insolvency or reorganization occur, after we have paid infull all amounts owed on Senior Debt:•

the holders of subordinated debt securities,•

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

will be entitled to receive from our remaining assets any principal, premium or interest due atthat time on the subordinated 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 toholders of the subordinated debt securities before we have paid all of the Senior Debt in full,then such holders of the subordinated debt securities will be deemed to have received thepayments or distributions in trust for the benefit of, and will have to pay or transfer thepayments 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 thisparagraph, holders of subordinated debt securities will not be required to pay, or transfer
payments or distributions to, holders of Senior Debt so long as:•

the payments or distributions consist of securities issued by us or anothercompany in connection with a plan of reorganization or readjustment; and•payment 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 thesubordinated 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.
We may modify or amend the subordinated indenture as provided under “—Modificationand Waiver” above. However, the modification or amendment may not, without the consent of theholders of all Senior Debt outstanding, modify any of the provisions of the applicable indenture
relating to the subordination of the subordinated debt securities in a manner that would adversely
affect the holders of Senior Debt. (Section 902 of the subordinated indenture)
47

Payment of Additional Amounts
Unless we specify otherwise in the applicable prospectus supplement, we will not pay
any additional amounts 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 additionalamounts on the debt securities with respect to any beneficial owner of the debt securities thatis a Non-U.S. Holder to ensure that each net payment to that Non-U.S. Holder on debt
securities that it beneficially owns will not be less, due to the payment of United States
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 thispurpose, 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 ofColumbia, its territories, its possessions, and other areas 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 (15) below.
(1) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld solely by reason of the beneficial owner:•

having a relationship with the United States as a citizen, resident, or otherwise;•

having had such a relationship in the past; or•being considered as having had such a relationship.

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

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

being treated as having been present in or engaged in a trade or business in the
United States in the past;•

having or having had a permanent establishment in the United States; or•having or having had a qualified business unit which has the U.S. dollar as its
functional currency.
48

(3) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld solely by reason of the beneficial owner being or having been a (as each term isdefined in the Code):•

personal holding company;•

foreign personal holding company;•

foreign private foundation or other foreign exempt organization;•

passive foreign investment company;•

controlled foreign corporation; or•

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 isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld 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 isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld 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 of business.
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 a fiduciary holder.
(6) Additional amounts will not be payable to any beneficial owner of a note that is:•a fiduciary;•a partnership;•a limited liability company;•

another fiscally transparent entity; or•

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 theextent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner, or49

member of the partnership, limited liability company, or other fiscally transparent entity,
would not have been entitled to the payment of an additional 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 isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld by reason of the failure of the beneficial owner or any other person to comply withapplicable certification, identification, documentation, or other information reporting
requirements.
(8) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of any tax, assessment, or other governmental charge that is collected or
imposed by any method other than by withholding 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 isreduced as a result of any tax, assessment, or other governmental charge that is imposed orwithheld by reason of a change in law, regulation, or administrative or judicial interpretationthat 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 result of 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 is duly provided for, whichever occurs later.
(11) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of any:•

estate tax;•

inheritance tax;•

gift tax;•

sales tax;•

excise tax;•

transfer tax;•

wealth tax;•

personal property tax; or•any similar tax, assessment, withholding, deduction or other governmental charge.
50

(12) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of any tax, assessment, or other governmental charge required to be withheldby any paying agent from a payment of principal, premium, if any, or interest on the debt
securities if that payment can be made without such withholding by any other paying agent.
(13) Additional amounts will not be payable if a payment on a debt security is reduced
as a result of any tax, assessment or other governmental charge that is required to be madepursuant to any European Union directive on the taxation of savings income or any law
implementing or complying with, or introduced to conform to, any such directive. See “EU
Directive on the Taxation of Savings Income” below.
(14) 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 othergovernmental charge that is required to be paid or withheld from any payment under Codesections 1471 through 1474 (or any amended or successor provisions) and any regulations orofficial interpretations thereof or any law, agreement or regulations implementing anintergovernmental approach thereto.
(15) Additional amounts will not be payable if a payment on the debt securities isreduced as a result of 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 other governmental charge imposed by any government, politicalsubdivision, or taxing authority of that government other than as specifically provided herein.
Unless otherwise provided in the applicable prospectus supplement, the obligation to
pay additional amounts 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 the debt securities, in whole, but not in part, in the event we become or will
become obligated to pay any additional amounts as described in “—Payment of Additional
Amounts.” The redemption price shall be 100% of the principal amount of the redeemed debt
securities, plus any accrued but unpaid interest on the redeemed debt securities to theredemption date. Notice of any redemption will be mailed at least 30 days before theredemption 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 S.A., or “Clearstream,” and Euroclear Bank S.A./N.V., as operator of the Euroclear
51

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 the request 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 andindirect participants will remain responsible for keeping account of their holdings on behalf of
their customers. Investors may elect to hold their interests in the global securities through either
DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors
may hold their interests in the global securities directly if they are participants of such systems,
or indirectly through organizations that are participants in these systems. Clearstream andEuroclear 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. Unlessotherwise specified in the applicable 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 be transferred, in whole and not inpart, 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 registered form only if:•

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;•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;•

we in our sole discretion determine that such global security will be
exchangeable for definitive securities in registered form or elect to terminate
the book-entry system through DTC and notify the applicable trustee of ourdecision; or•an 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 forthe same aggregate amount. The definitive securities will be registered in the names of theowners of the beneficial interests in the global security as directed by DTC.
52

We will make principal and interest payments on all debt securities represented by aglobal security to the paying agent which in turn will make payment to DTC or its nominee, as
the case may be, as the sole registered 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:•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;•

any other aspect of the relationship between DTC and its participants or the
relationship between those participants and the owners of beneficial interests ina global security held through those participants; or•the maintenance, supervision or review of any of DTC’s records relating tothose beneficial ownership interests.

DTC has advised us that its current practice is to credit direct participants’ accounts oneach 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 forthe 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 begoverned by standing instructions and customary practices, as is the case with securities held
for customer accounts registered in “street name,” and will be the sole responsibility of thoseparticipants, and not of DTC or its nominee, the applicable trustee, any agent of ours, or us,
subject to any statutory or regulatory requirements. Book-entry notes may be more difficult topledge 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 the case 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 ofbeneficial interests in the debt securities will not be entitled to have debt securities registeredin their names, will not receive or be entitled to receive physical delivery of the debt securities
in definitive form and will not be considered owners or holders of debt securities under theapplicable 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 some jurisdictions may require that certain
purchasers of securities take physical delivery of the securities in certificated 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 initially be made to DTC and must then be transferred through the chain of intermediaries
to the beneficial owner’s account.
53

We understand that, under existing industry practices, if we request holders to take any
action, or if an owner of a beneficial interest in a global security desires to take any action whicha holder is entitled to take under the applicable indenture, then DTC would authorize theparticipants holding the relevant beneficial interests to take that action and those participants
would authorize the beneficial owners owning through such participants to take that action or
would otherwise act upon the instructions of beneficial owners owning through them.
Beneficial interests in a global security will be shown on, and transfers of thoseownership 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 of beneficial interests in the debt
securities will be governed by arrangements among them, subject to any statutory or
regulatory requirements in effect.
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 themeaning of the New York Uniform Commercial Code and a “clearing agency” registeredunder 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 registeredclearing agencies. DTCC is owned by the users of its regulated subsidiaries.
DTC holds the securities of its participants and facilitates the clearance and settlementof securities transactions among its participants in such securities through electronic bookentry changes in accounts of its participants. The electronic book-entry system eliminates theneed for physical certificates. DTC’s participants include securities brokers and dealers,
including underwriters, banks, trust companies, clearing corporations and certain otherorganizations, some of which, and/or their representatives, own DTCC. Banks, brokers,
dealers, trust companies and others that clear through or maintain a custodial relationship witha 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 advised us that the above information with respect to DTC has been provided toits participants and other members of the financial community for informational purposes only andis not intended to serve as a representation, warranty or contract modification of any kind.
Clearstream
Clearstream has advised us that it is incorporated under the laws of Luxembourg as aninternational clearing system. Clearstream holds securities for its participating organizations, or“Clearstream Participants,” and facilitates the clearance and settlement of securities transactions
between Clearstream Participants through electronic book-entry changes in accounts ofClearstream Participants, thereby eliminating the need for physical movement of certificates.
Clearstream provides to Clearstream Participants, among other things, services for safekeeping,54

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 duSecteur Financier). Clearstream Participants are recognized financial institutions around theworld, including underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Clearstream’s U.S. Participants are limited tosecurities brokers and dealers and banks. Indirect access to Clearstream is also available toothers, such as banks, brokers, dealers and trust companies that clear through or maintain acustodial relationship with a Clearstream Participant either directly or indirectly.
Distributions with respect to debt securities held beneficially through Clearstream willbe credited to cash accounts of Clearstream Participants in accordance with its rules andprocedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities for participantsof 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 ofsimultaneous transfers of securities and cash. Euroclear performs various other services,
including securities lending and borrowing and interacts with domestic markets in several
countries. Euroclear is operated 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 theEuroclear 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. Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear 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 Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governedby the Terms 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 andConditions.” The Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with respect tosecurities in Euroclear. All securities in Euroclear are held on a fungible basis without attributionof 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.
55

Distributions with respect to debt securities held beneficially through Euroclear will becredited to the cash accounts of Euroclear Participants in accordance with the Terms andConditions, to the extent received by the Euroclear Operator.
Euroclear has further advised us that investors that acquire, hold and transfer interestsin the debt securities by book-entry through accounts with the Euroclear Operator or any othersecurities intermediary are subject to the laws and contractual provisions governing theirrelationship 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 andwill be settled in immediately available funds using DTC’s Same-Day Funds Settlement
System. Secondary market trading between Clearstream Participants and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable rules andoperating procedures 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 be effected through DTC in accordance with DTC rules onbehalf 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 inaccordance 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 Clearstreamor 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 in such debt securities settled during such processing will bereported to the relevant Euroclear Participants or Clearstream Participants on such business day.
Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a
Clearstream Participant or a Euroclear Participant to a DTC participant will be received with valueon 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.
56

If the debt securities are cleared only through Euroclear and Clearstream (and notDTC), you will be able 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 are open for business. Those systems
may not be open for business on days when banks, brokers, and other institutions are open forbusiness 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 theirinterests, or to receive 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 thenext business day in Luxembourg or Brussels, as applicable. 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 inorder to facilitate transfers of debt securities among participants of DTC, Clearstream andEuroclear, they are under no obligation to perform or continue to perform such procedures andsuch 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 ortheir respective direct or indirect participants of their obligations under the rules andprocedures governing their operations.
Conversion and Exchange
If any offered debt securities are convertible into preferred stock, depositary shares orcommon stock at the option of the holders or exchangeable for preferred stock, depositaryshares 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.
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 thesenior trustee and the subordinated 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 construedin accordance with New York law.

57

DESCRIPTION OF PREFERRED STOCKThis section describes the general terms and provisions of our preferred stock andpreference stock that may be offered by this prospectus. Unless we specifically noteotherwise, we will generally refer to our preferred stock and preference stock collectively inthis prospectus as “preferred stock.” The prospectus supplement will describe the specificterms 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 thissection. We have also filed our restated certificate of incorporation, as amended, and the formof certificate of designations of powers, preferences and rights of preferred stock, which wewill refer to as the “certificate of designation,” as exhibits to the registration statement of
which this prospectus is a part. You should read our restated certificate of incorporation andthe 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 the authority, without further stockholder action, to issue a maximum of 24,000,000 sharesof preferred stock, consisting of a maximum of 20,000,000 shares of preferred stock and amaximum of 4,000,000 shares of preference stock, including shares issued or reserved forissuance. As of December 31, 2013 we had 10,881,195 issued and outstanding shares ofpreferred stock. As of December 31, 2013, there were no shares of preference stock
outstanding. The board of directors has the authority to determine or fix the following termswith respect to shares of any series of preferred stock:•

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

dividend rights;•

whether and upon what terms the shares will be redeemable;•

the rights of the holders upon our dissolution or upon the distribution of ourassets;•whether and upon what terms the shares will have a purchase, retirement or
sinking fund;•whether and upon what terms the shares will be convertible;•

the voting rights, if any, which will apply; provided, however, that holders ofpreference stock will not be entitled to more than 1 vote per share; and•any other preferences, rights, limitations or restrictions of the series.
58

If we purchase, redeem or convert shares of preferred stock, we will retire and cancel themand restore them to the status of authorized but unissued shares of preferred stock or
preference stock, as the case may be. Those shares will not be part of any particular series ofpreferred 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 ashare 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 Federal Reserve Board, our preferred stock is a voting
security at all times for purposes of the Bank Holding Company Act because the holders of
our preferred stock are entitled to vote for the election of directors if we do not pay preferredstock dividends. Any holder of more than 25% of a class of our voting securities, or less than
25% if the holder otherwise exercises a “controlling influence” over us, would be regulated asa bank holding company under the Bank Holding Company Act. In addition, an existing bankholding company would need to obtain the Federal Reserve Board’s approval before acquiring
more than 5% of any class of our voting securities. Separately, under the Change in Bank
Control Act of 1978, any “person,” including an individual or company other than a bankholding company, may need to obtain the Federal Reserve Board’s approval before acquiring
10% or more of any class of our voting securities. All series of our preferred stock areconsidered a single “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 andconversion rights described in this section unless the applicable prospectus supplement
provides otherwise. You should read the prospectus supplement relating to the particularseries of the preferred stock it offers for specific terms, including:•the title, stated value and liquidation preference of the preferred stock and thenumber of shares offered;•

the initial public offering price at which we will issue the preferred stock;•the dividend rate or rates, or method of calculation of dividends, the dividend
periods, the dates on which dividends will be payable and whether thedividends will be cumulative or non-cumulative and, if cumulative, the dates
from which the dividends will start to cumulate;•

any redemption or sinking fund provisions;•any conversion provisions;•

whether we have elected to offer depositary shares as described under“Description of Depositary Shares” below; and59

•

any 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 andyou will not be assessed any additional amount for your stock. Unless the applicableprospectus supplement specifies otherwise:•

each series of preferred stock will rank equally in all respects with theoutstanding shares of preferred stock and each other series of preferred stock
offered under this prospectus;•

the preferred stock will have no preemptive rights to subscribe for any
additional securities which we may issue in the future, which means that theholders of shares of preferred stock will have no right, as holders of shares ofpreferred stock, to buy any portion of those issued securities; and•Wells Fargo Bank, N.A. will be the transfer agent and registrar for the
preferred stock and any 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 legally 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 or both. If
the dividend rate is variable, the applicable prospectus supplement will describe the formulaused to determine the dividend rate for each dividend period. We will pay dividends to theholders 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 Delaware General
Corporation Law. 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 the dividend, ourcapital would be less than the capital represented by the outstanding stock of all classes having
a preference upon the distribution of our assets.
The applicable prospectus supplement will also state whether the dividends on any
series of the preferred 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 ofpreferred 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 for that dividend period even
if our board declares a dividend on that series payable in the future.
60

Our board will not declare and pay a dividend on any of our stock ranking, as todividends, equal with or junior to the preferred stock unless full dividends on the preferredstock 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 stockranking equal as to dividends, then:•we will declare any dividends pro rata among the shares of preferred stock ofeach series offered under this prospectus and any other series of preferred stockranking equal to such series of preferred stock offered under this prospectus as
to dividends, which means that the dividends we declare per share on eachseries of such preferred stock will bear the same relationship to each other thatthe full accrued dividends per share on each such series of the preferred stock
bear to each other;•other 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 the preferred stock offered under this prospectus as todividends or upon liquidation, except dividends or distributions paid for withsecurities ranking junior to the preferred stock as to dividends and uponliquidation; and•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 preferredstock offered under this prospectus as to dividends or upon liquidation, except
by conversion into or exchange for stock junior to the preferred stock as todividends 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 the preferred stock which may be past due.
Redemption
Subject to receipt of prior approval by the Board of Governors of the Federal Reserve
System, if required, we may redeem all or part of a series of the 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.
If a series of the preferred stock is subject to mandatory redemption, the applicableprospectus supplement will specify the number of shares that we will redeem each year andthe redemption price. If shares of preferred stock are redeemed, we will pay all accrued andunpaid dividends on those shares to, but excluding, the redemption date. The prospectus
supplement will also specify whether the redemption price will be paid in cash or otherproperty. If we are only permitted to pay the redemption price for a series of preferred stock61

from the proceeds of a capital stock issuance, and the proceeds from the issuance areinsufficient or no such issuance has occurred, then the terms of that series may provide thatthe preferred stock will automatically and mandatorily be converted into that capital stock.
If fewer than all of the outstanding shares of any series of the preferred stock are to beredeemed, our board of directors will determine the number of shares to be redeemed. We willredeem the shares pro rata from the holders of record in proportion to the number of shares
held by them, with adjustments to avoid redemption of fractional shares.
Even though the terms of a series of preferred stock may permit redemption of all or apart of the preferred stock, if any dividends, including accumulated dividends, on that series
are past due:•

we will not redeem any preferred stock of that series unless we simultaneously
redeem all outstanding preferred stock of that series; and•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 stock of that series under a purchase or exchange offer if we make theoffer on the same terms to all holders of that series.
Unless the applicable prospectus supplement specifies otherwise, we will give noticeof a redemption by mailing a notice to each record holder of the shares to be redeemed,
between 30 to 60 days prior to the date fixed for redemption, unless we issue depositary shares
representing interests in shares of preferred stock, in which case we will send a notice to thedepositary between 40 to 70 days prior to the date fixed for redemption. We will mail thenotices to the holders’ addresses as they appear on our stock records. Each notice will state:•

the redemption date;•

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

the redemption price;•

the place or places where holders can surrender the certificates for the preferredstock for payment of the redemption price;•that dividends on the shares to be redeemed will cease to accrue on theredemption date; and•the 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.
62

If we have given notice of the redemption and have provided the funds for the paymentof the redemption price, then beginning on the redemption date:•the dividends on the preferred stock called for redemption will no longer accrue;•

those shares will no longer be considered outstanding; and•the holders will no longer have any rights as stockholders except to receive theredemption 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 new certificate representing the unredeemed shares without cost to the holder.
If a redemption described above is deemed to be a “tender offer” within the meaningof 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 preferredstock will describe the terms on which shares of that series are convertible into shares ofcommon stock or a different series of preferred stock or exchangeable for debt securities.
Rights Upon Liquidation
Unless the applicable prospectus supplement states otherwise, if we voluntarily or
involuntarily liquidate, dissolve or wind up our business, the holders of shares of each seriesof the preferred stock offered under this prospectus and any preferred stock ranking equal tothe preferred stock offered under this prospectus will be entitled to receive:•liquidation distributions in the amount stated in the applicable prospectus
supplement; and•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, andall amounts owing on any preferred stock ranking equally with such series of preferred stock
as to distributions upon liquidation, out of our assets available for distribution to stockholders
before any distribution is made to holders of any securities ranking junior to the series ofpreferred stock upon liquidation. Shares of our preferred stock may be fully subordinated tointerests held by the U.S. government in the event of a receivership, insolvency, liquidation orsimilar proceeding under the “orderly liquidation authority” of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.
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The sale of all or substantially all of our property and assets, our merger into or
consolidation with any other 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 anyother shares of our stock ranking equal to that series of preferred stock as to distributions upon
dissolution, liquidation or winding up of our business if•

we voluntarily or involuntarily liquidate, dissolve or wind up our business, and•we do not have enough assets available for distribution to the holders of suchseries of preferred stock and any other shares of our stock ranking equal withsuch 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 toeach other that the full distributable amounts for which those holders are respectively entitledupon dissolution, liquidation or winding up of our business bear to each other.
After we pay the full amount of the liquidation distribution to which the holders of aseries of the preferred stock are entitled, those holders will have no right or claim to any of ourremaining 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 series of preferred stock are entitled to vote and theapplicable prospectus supplement does not state otherwise, then each share of preferred stock
will have one vote; provided, however, that under no circumstances will the holders ofpreference 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, the holders of each depositary share will beentitled to a fraction of a vote.
For any series of preferred stock having one vote per share, the voting power of theseries, on matters on which holders of that series and holders of any other series of preferredstock are entitled to vote as a single class, will solely depend on the total number of shares inthat series and not the aggregate liquidation preference or initial offering price.
Unless the applicable prospectus supplement states otherwise, if we have not declaredand paid dividends on any series of preferred stock offered under this prospectus for more thansix quarterly periods or their equivalent, the holders of that series, together with the holders ofoutstanding shares of all other series of preferred stock ranking equally to that series as todistribution upon liquidation and having similar voting rights which are then exercisable, will64

be entitled to vote for the election of two additional directors at the next annual meeting of ourstockholders. 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 theapplicable prospectus supplement. In such case, the size of our board of directors will increaseby two directors. After we pay the full amount of dividends to which the holders of the seriesof 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 stockand the outstanding shares of all other series of preferred stock which•rank equal with that series either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up of our business, and•have voting rights that are exercisable and that are similar to those of that
series, we will not:•authorize, create or issue, or increase the authorized or issued amount of,any class or series of stock ranking prior to that outstanding preferredstock with respect to payment of dividends or the distribution of assets
upon liquidation, dissolution or winding up of our business; or•amend, alter or repeal, whether by merger, consolidation or otherwise, theprovisions of our restated certificate of incorporation, as amended, or of
the resolutions contained in a certificate of designation creating that seriesof the preferred stock in a way that materially and adversely affects any
right, preference, privilege or voting power of that outstanding preferredstock.

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

increase the amount of the authorized preferred stock;•create and issue another series of preferred stock; or•increase 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 preferredstock offered under this prospectus with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up of our business.

65Outstanding Preferred Stock
Unless we specify otherwise in the applicable prospectus supplement, the preferredstock offered by this prospectus will rank equally in all respects with our outstanding preferredstock. Our common stock, including the common stock that may be issued upon conversion ofpreferred 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 the preferred stock then outstanding.
Therefore, the rights of the outstanding preferred stock described below and any preferredstock that may be issued after the date hereof, may limit the rights of the holders of thecommon stock. At December 31, 2013, we had outstanding:•

7,992 shares of 2005 ESOP cumulative convertible preferred stock, which werefer to as our “2005 ESOP preferred stock;”•

21,139 shares of 2006 ESOP cumulative convertible preferred stock, which werefer to as our “2006 ESOP preferred stock;”•

39,248 shares of 2007 ESOP cumulative convertible preferred stock, which werefer to as our “2007 ESOP preferred stock;”•

57,819 shares of 2008 ESOP cumulative convertible preferred stock, which werefer to as our “2008 ESOP preferred stock;”•

171,011 shares of 2010 ESOP cumulative convertible preferred stock, which
we refer to as our “2010 ESOP preferred stock;”•

241,263 shares of 2011 ESOP cumulative convertible preferred stock, which
we refer to as our “2011 ESOP preferred stock;”•

217,404 shares of 2012 ESOP cumulative convertible preferred stock, which
we refer to as our “2012 ESOP preferred stock;”•349,788 shares of 2013 ESOP cumulative convertible preferred stock, which
we refer to as our “2013 ESOP preferred stock;”•

96,546 shares of our Dividend Equalization Preferred Shares, which we refer toas our “DEP Shares;”•25,010 shares of our Class A Preferred Stock, Series I, which we refer to as our“Series I preferred stock;”•

2,150,375 shares of our 8.00% Non-Cumulative Perpetual Class A Preferred
Stock, Series J, which we refer to as our “Series J preferred stock” (asrepresented by 86,015,000 shares of our Series J depositary shares, which werefer to as our “Series J depositary shares”);•

3,352,000 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;”66

•3,968,000 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;”•

30,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock,
Series N, which we refer 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”);•

26,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock,
Series O, which we refer 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”);•

25,000 shares of our Non-Cumulative Perpetual Class A Preferred Stock,
Series P, which we refer 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”);•

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 preferredstock” (as represented by 69,000,000 shares of our Series Q depositary shares,
which we refer to as our “Series Q depositary shares”); and•33,600 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 preferredstock” (as represented by 33,600,000 shares of our Series R depositary shares,
which we refer to as our “Series R depositary shares”).

2005 ESOP Preferred Stock. The 2005 ESOP preferred stock has a stated value of$1,000.00 per share. The 2005 ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of $97.50, $102.50 or $107.50 based on the Current Market Price,as that term is used in the certificate of designations for the 2005 ESOP preferred stock, of one
share of common stock as of a fixed trading date. All outstanding shares of 2005 ESOP
preferred stock are held of record by a trustee acting on behalf of the Wells Fargo & Company
401(k) Plan (the “Plan”). The 2005 ESOP preferred stock is subject to redemption, in whole orin part, at our option, at a price equal to the higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2005 ESOP preferred stock, as that term isused in the certificate of designations for the 2005 ESOP preferred stock, on
the date fixed for redemption.

67

The 2005 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2005 ESOP preferred stock, when:•the 2005 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2005 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2005 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, to convert shares of 2005 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, the holders of 2005 ESOP preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is made to holdersof common stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2005 ESOP preferred stock are not entitled tovote, except under the limited circumstances described above under “—Voting Rights”. The 2005
ESOP preferred stock does not have preemptive rights and is not subject to any sinking fund and
we are not otherwise obligated to repurchase or redeem the 2005 ESOP preferred stock.
2006 ESOP Preferred Stock. The 2006 ESOP preferred stock has a stated value of$1,000.00 per share. The 2006 ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of $107.50, $112.50 or $117.50 based on the Current Market
Price, as that term is used in the certificate of designations for the 2006 ESOP preferred stock,of one share of common stock as of a fixed trading date. All outstanding shares of 2006 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2006 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2006 ESOP preferred stock, as that term isused in the certificate of designations for the 2006 ESOP preferred stock, on
the date fixed for redemption.

The 2006 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2006 ESOP preferred stock, when:•the 2006 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or68•when record ownership of the shares of 2006 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2006 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, to convert shares of 2006 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, the holders of 2006 ESOP preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is made to holdersof common stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2006 ESOP preferred stock are not entitled tovote, except under the limited circumstances described above under “—Voting Rights”. The 2006
ESOP preferred stock does not have preemptive rights and is not subject to any sinking fund and
we are not otherwise obligated to repurchase or redeem the 2006 ESOP preferred stock.
2007 ESOP Preferred Stock. The 2007 ESOP preferred stock has a stated value of$1,000.00 per share. The 2007 ESOP preferred stock provides for cumulative quarterly dividends
at the annual rate of $107.50, $112.50 or $117.50 based on the Current Market Price, as that term
is used in the certificate of designations for the 2007 ESOP preferred stock, of one share ofcommon stock as of a fixed trading date. All outstanding shares of 2007 ESOP preferred stock areheld of record by a trustee acting on behalf of the Plan. The 2007 ESOP preferred stock is subject
to redemption, in whole or in part, at our option, at a price equal to the higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2007 ESOP preferred stock, as that term isused in the certificate of designations for the 2007 ESOP preferred stock, on
the date fixed for redemption.

The 2007 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2007 ESOP preferred stock, when:•the 2007 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2007 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2007 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, to convert shares of 2007 ESOP preferred stock held by that holder
into shares of common stock at the then-applicable Conversion Price.
69

In the event of our voluntary or involuntary liquidation, dissolution or winding up of
our business, the holders of 2007 ESOP preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is made to holdersof common stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2007 ESOP preferred stock are not entitled tovote, except under the limited circumstances described above under “—Voting Rights”. The 2007
ESOP preferred stock does not have preemptive rights and is not subject to any sinking fund and
we are not otherwise obligated to repurchase or redeem the 2007 ESOP preferred stock.
2008 ESOP Preferred Stock. The 2008 ESOP preferred stock has a stated value of$1,000.00 per share. The 2008 ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of $105.00, $110.00 or $115.00 based on the Current Market
Price, as that term is used in the certificate of designations for the 2008 ESOP preferred stock,of one share of common stock as of a fixed trading date. All outstanding shares of 2008 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2008 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2008 ESOP preferred stock, as that term isused in the certificate of designations for the 2008 ESOP preferred stock, on
the date fixed for redemption.

The 2008 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2008 ESOP preferred stock, when:•the 2008 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2008 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2008 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, to convert shares of 2008 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, the holders of 2008 ESOP preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is made to holdersof common stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2008 ESOP preferred stock are not entitled tovote, except under the limited circumstances described above under “—Voting Rights”. The 2008
70

ESOP preferred stock does not have preemptive rights and is not subject to any sinking fund and
we are not otherwise obligated to repurchase or redeem the 2008 ESOP preferred stock.
2010 ESOP Preferred Stock. The 2010 ESOP preferred stock has a stated value of$1,000.00 per share. The 2010 ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of $95.00, $100.00 or $105.00 based on the Current Market Price,as that term is used in the certificate of designations for the 2010 ESOP preferred stock, of one
share of common stock as of a fixed trading date. All outstanding shares of 2010 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2010 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2010 ESOP preferred stock, as that term isused in the certificate of designations for the 2010 ESOP preferred stock, on
the date fixed for redemption.

The 2010 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2010 ESOP preferred stock, when:•the 2010 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2010 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2010 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, to convert shares of 2010 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, the holders of 2010 ESOP preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is made to holdersof common stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2010 ESOP preferred stock are not entitled tovote, except under the limited circumstances described above under “—Voting Rights”. The 2010
ESOP preferred stock does not have preemptive rights and is not subject to any sinking fund and
we are not otherwise obligated to repurchase or redeem the 2010 ESOP preferred stock.
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,71

as that term is used in the certificate of designations for the 2011 ESOP preferred stock, of one
share of common stock as of a fixed trading date. All outstanding shares of 2011 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2011 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2011 ESOP preferred stock, as that term isused in the certificate of designations for the 2011 ESOP preferred stock, on
the date fixed for redemption.

The 2011 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2011 ESOP preferred stock, when:•the 2011 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2011 ESOP preferred stock istransferred 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 thedate fixed for redemption, 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, the holders 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 holdersof 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 tovote, 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 to repurchase 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 for the 2012 ESOP preferred stock, of one share ofcommon stock as of a fixed trading date. All outstanding shares of 2012 ESOP preferred stock areheld 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:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and72

•

the Fair Market Value per share of 2012 ESOP preferred stock, as that term isused in the certificate of designations for the 2012 ESOP preferred stock, on
the date fixed for redemption.

The 2012 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2012 ESOP preferred stock, when:•the 2012 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2012 ESOP preferred stock istransferred 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 thedate fixed for redemption, 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, the holders 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 holdersof 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 tovote, 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 to repurchase 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, asthat term is used in the certificate of designations for the 2013 ESOP preferred stock, of one
share of common stock as of a fixed trading date. All outstanding shares of 2013 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2013 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2013 ESOP preferred stock, as that term isused in the certificate of designations for the 2013 ESOP preferred stock, on
the date fixed for redemption.

73

The 2013 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2013 ESOP preferred stock, when:•the 2013 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or•when record ownership of the shares of 2013 ESOP preferred stock istransferred to any person other than a successor trustee under the Plan.

In addition, a holder of 2013 ESOP preferred stock is entitled, at any time before thedate fixed for redemption, 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, the holders 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 holdersof 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 tovote, 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 to repurchase 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, asthat term is used in the certificate of designations for the 2014 ESOP preferred stock, of one
share of common stock as of a fixed trading date. All outstanding shares of 2014 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan. The 2014 ESOP
preferred stock is subject to redemption, in whole or in part, at our option, at a price equal tothe higher of:•$1,000.00 per share, plus accrued and unpaid dividends thereon to the datefixed for redemption; and•the Fair Market Value per share of 2014 ESOP preferred stock, as that term isused in the certificate of designations for the 2014 ESOP preferred stock, on
the date fixed for redemption.

The 2014 ESOP preferred stock is mandatorily convertible, without any further action
on our part or on the part of the holder, into common stock at the applicable Conversion Price,as that term is used in the certificate of designations for the 2014 ESOP preferred stock, when:•the 2014 ESOP preferred stock is released from the unallocated reserve of thePlan in accordance with the terms of the Plan; or74•when record ownership of the shares of 2014 ESOP preferred stock istransferred 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 thedate fixed for redemption, 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, the holders 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 holdersof 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 tovote, 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 to repurchase or redeem the 2014 ESOP preferred stock.
Dividend Equalization Preferred (“DEP”) Shares. With regard to distributions uponliquidation or dissolution, our DEP Shares rank junior to any other class or series of ourpreferred stock issued in exchange for preferred stock established by the Wachovia Corporation(“Wachovia”) board of directors after September 1, 2001 and each class or series of preferredstock established by our board of directors following the issuance of the DEP Shares, and ranksenior to the common stock for the $10.00 liquidation preference described below.
Holders of our DEP Shares are not entitled to receive any dividends, and the DEP
Shares are not convertible or exchangeable. The DEP Shares are redeemable, in whole or inpart, 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 more than 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 a share, or byholders 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 is made to the holders of common stock or any other junior stock, but after
any distribution to any other class or series of our preferred stock issued in exchange forpreferred 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 no other right or
claim to any of our remaining assets. Each one one-thousandth of a DEP Share has acorresponding liquidation preference of $0.01.
Holders our DEP Shares do not have voting rights, except those required by applicablelaw or the rules of 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 Securities75

issued by Wachovia Preferred Funding Corp., an indirect subsidiary of Wells Fargo &Company, only at the direction of the Office of the Comptroller of the Currency (the “OCC”)
under the following specified circumstances:•Wells Fargo Bank, N.A. becomes undercapitalized under the OCC’s “prompt
corrective action” regulations, or•Wells Fargo Bank, N.A. is placed into conservatorship or receivership, or•

the 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 of dividends by Wachovia Preferred Funding Corp. and inconnection therewith directs an exchange.

The Series G preferred stock, if and when issued, will be represented by depositary sharesissued by us, each representing one six-hundredth of a share of our Series G preferred stock. If andwhen issued, our depositary shares will be validly issued, fully paid, and non-assessable. The
holders of the Series G preferred stock will have no preemptive rights with respect to any shares ofour capital stock or any of our other securities convertible into or carrying rights or options topurchase 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 our capital stock, andwill 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 othersecurities 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 preferred stock as to dividend rights and rights upon liquidation,
winding up, or dissolution without the consent of the holders of the Series G preferred stock.
Holders of the Series G preferred stock will be entitled to receive, if, when, and as
declared by our board of directors out of legally available assets, non-cumulative cash dividends
at the rate of 7.25% per annum of the liquidation preference, which will be $15,000.00 per shareof the Series G preferred stock. Holders of depositary shares will receive one six-hundredth ofany such dividend and one six-hundredth of any such liquidation preference. If authorized anddeclared, 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 abusiness day, on the next business day without interest, unless the next business day falls in adifferent calendar year, in which case the dividend will be paid on the preceding business day.
We refer to each such quarter of a calendar year as a “dividend period”. Dividends in eachquarterly period will accrue from the first day of such period. The record date for payment ofdividends 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 non­cumulative. If our board of directors does not declare a dividend on the Series G preferred76

stock or declares less than a full dividend in respect of any dividend period, the holders of theSeries G preferred stock will have no right to receive any dividend or a full dividend, as thecase 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 forany future dividend period with respect to the Series G preferred stock or our common stockor any other class or series of our preferred stock.
Unless full dividend payments on the Series G preferred stock have been declared andpaid for the immediately preceding dividend period: no cash dividend or distribution may be
paid by us on stock junior to the Series 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 theredemption 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 theSeries 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 of redemption. 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 eventthat we receive a letter or opinion of counsel which states that there is a significant risk that
the Series G preferred stock will no longer constitute Tier 1 capital for purposes of the capital
adequacy guidelines or policies of the Federal Reserve as a result of any changes in applicablelaws, 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 beredeemed will be determined by lot, pro rata, or by such other method 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 the date 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 date to each holder of theSeries 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 holdersof 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 sharerepresenting 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 the date of liquidation,77

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 theSeries G preferred stock and subject to the rights of the holders of any class or series of
securities ranking senior to or on a parity with the Series G preferred stock upon liquidationand 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 andcreditors. After payment of the full amount of the liquidating distributions to which they areentitled, the holders of the Series G preferred stock will have no right or claim to any of ourremaining 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 theliquidation 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 in proportion to the full liquidating distributions to which theywould otherwise be respectively entitled.
For such purposes, our consolidation or merger with or into any other entity, theconsolidation or merger of any other entity with or into us, or the sale of all or substantially allof 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, and will not be entitled to elect any directors.
Series G Depositary Shares. Each Series G depositary share issued by us, which werefer to as our “Series G depositary shares,” will represent a one six-hundredth interest in one
share of our Series G preferred stock. The Series G depositary shares will be evidenced bydepositary receipts. The shares of our Series G preferred stock underlying the depositaryshares will, upon issuance, be deposited with Wells Fargo Bank, N.A., as depositary, under adeposit agreement between us, the depositary and all holders from time to time of depositary
receipts issued by the depositary thereunder. We do not intend to list or quote the Series G
depositary shares or the Series G preferred stock on any national securities exchange or
national quotation system. Accordingly, there will be no public trading market for thedepositary shares or the Series G preferred stock.
Subject to the terms of the deposit agreement, each owner of the Series G depositaryshares will be entitled, through the depositary, to all the rights, preferences and privileges of afractional 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 locatedat Wells Fargo Bank, N.A., 110 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 other financial institution. If the Series G depositary shares are held directly, by78

having such Series G depositary shares registered in such holder’s name on the books of thedepositary, such holder will be a depositary receipt holder. If the Series G depositary sharesare 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 depositaryshares representing fully paid and non-assessable shares of our Series G preferred stock orother 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 inproportion to the number of such Series G depositary shares owned by such holders on therelevant 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, unless the 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, theSeries G depositary shares will be redeemed with the proceeds received by the depositary
resulting from the redemption, in whole or in part, of such Series G preferred stock held by thedepositary. The redemption price per Series G depositary share will be equal to the applicablefraction of the redemption price per share payable with respect to such Series G preferredstock. 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 the Series G preferred stock), the Series G depositary shares so called forredemption will no longer be deemed to be outstanding and all rights of the holders of theSeries 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 depositaryshares were entitled upon such redemption upon surrender to the depositary of the depositary
receipts evidencing such Series G depositary shares.
Series H Preferred Stock. Our Class A Preferred Stock, Series H, which we refer to as
our “Series H preferred stock,” will be issuable in exchange for Series B Preferred Securities
issued by Wachovia Preferred Funding Corp., an indirect subsidiary of Wells Fargo &Company, only at the direction of the OCC under the following specified circumstances:•Wells Fargo Bank, N.A. becomes undercapitalized under the OCC’s “prompt
corrective action” regulations, or•Wells Fargo Bank, N.A. is placed into conservatorship or receivership, or•

the 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 of dividends by Wachovia Preferred Funding Corp. and inconnection therewith directs an exchange.
79As of the date of this prospectus, all of the Series B Preferred Securities issued by
Wachovia Preferred Funding Corp. are owned by Wachovia Preferred Funding Holding Corp.
The Series H preferred stock, if and when issued, will be represented by depositaryshares issued by us, each representing one eight-hundredth of a share of our Series H preferredstock. If and when issued, our depositary shares will be validly issued, fully paid, and nonassessable. The holders of the Series H preferred stock will have no preemptive rights withrespect to any shares of our capital stock or any of its other securities convertible into or
carrying rights or options to purchase any such capital stock. The Series H preferred stock will
be perpetual and will not be convertible into shares of our common stock or any other class orseries of our capital stock, and will not be subject to any sinking fund or other obligation for
their repurchase or retirement.
The Series H preferred stock would rank senior to our common stock and to any othersecurities which we may issue in the future that are subordinate to the Series H 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 H preferred stock as to dividend rights and rights upon liquidation,
winding up, or dissolution without the consent of the holders of the Series H preferred stock.
Holders of our Series H preferred stock will be entitled to receive, if, when, and as
declared by our board of directors out of legally available assets, non-cumulative cash
dividends at (i) a floating rate per annum equal to 1.83% plus the three month LIBOR rate forthe related dividend period or (ii) following any transfer through an initial public offering,private placement or otherwise to any party who is not affiliated with Wells Fargo &Company of the Wachovia Preferred Funding Corp. Series B Preferred Securities, a fixed rate
per annum equal to 1.83% plus the applicable three month LIBOR rate at the time of the initialtransfer, in each case expressed as a percentage of the liquidation preference, which will be$20,000.00 per share of the Series H preferred stock. Holders of depositary shares will receive
one eight-hundredth of any such dividend and one eight-hundredth of any such liquidationpreference. If authorized and declared, dividends on the Series H preferred stock will bepayable quarterly in arrears on March 31, June 30, September 30 and December 31 of eachyear or, if any such day is not a business day, on the next business day without interest, unlessthe next business day falls in a different calendar year, in which case the dividend will be paidon the preceding business day. We refer to each such quarter of a calendar 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 H preferred stock and related depositaryshares 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 theSeries H preferred stock.
The right of holders of our Series H preferred stock to receive dividends will be non­cumulative. If our board of directors does not declare a dividend on the Series H preferredstock or declares less than a full dividend in respect of any dividend period, the holders of theSeries H preferred stock will have no right to receive any dividend or a full dividend, as thecase may be, for that dividend period, and we will have no obligation to pay a dividend or to80

pay full dividends for that dividend period, whether or not dividends are declared and paid forany future dividend period with respect to the Series H preferred stock or our common stockor any other class or series of our preferred stock.
Unless full dividend payments on the Series H preferred stock have been declared andpaid for the immediately preceding dividend period: no cash dividend or distribution may be
paid by us on stock junior to the Series H 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 theredemption of such junior stock.
Subject to the prior approval of the OCC, we may redeem the Series H preferred stock
for cash, in whole or in part, at any time and from time to time at our option at the redemption
price of $20,000.00 per share, plus authorized, declared and unpaid dividends for the current
dividend period, if any, to the date of redemption.
In the event we voluntarily or involuntarily liquidate, dissolve, or wind up, the holders of
the Series H preferred stock at the time outstanding will be entitled to receive liquidating
distributions in the amount of $20,000.00 per share, or $25.00 per depositary share representing
a one-eight hundredth interest in the Series H preferred stock, plus any authorized, declared, andunpaid dividends for the then-current dividend period to the date of liquidation, out of our assets
legally available for distribution to our shareholders, before any distribution of assets is made toholders of our common stock or any securities ranking junior to the Series H preferred stock andsubject to the rights of the holders of any class or series of securities ranking senior to or on aparity with the Series H preferred stock upon liquidation and the rights of our depositors and ourseries of securities ranking senior to or on a parity with the Series H preferred stock uponliquidation and the rights of our depositors and creditors.
After payment of the full amount of the liquidating distributions to which they areentitled, the holders of the Series H preferred stock will have no right or claim to any of ourremaining 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 theliquidation distributions on all outstanding shares of the Series H preferred stock and thecorresponding amounts payable on any other securities of equal ranking, then the holders of
the Series H preferred stock and any other securities of equal ranking will share ratably in any
such distribution of assets in proportion to the full liquidating distributions to which theywould otherwise be respectively entitled.
For such purposes, our consolidation or merger with or into any other entity, theconsolidation or merger of any other entity with or into us, or the sale of all or substantially allof our property or business, will not be deemed to constitute our liquidation, dissolution, or
winding up.
Holders of the Series H preferred stock will not have any voting rights, except as
required by law, and will not be entitled to elect any directors.
81Series H Depositary Shares. Each Series H depositary share issued by us, which werefer to as our “Series H depositary shares,” will represent a one eight-hundredth interest in
one share of our Series H preferred stock. The Series H depositary shares will be evidenced bydepositary receipts. The shares of Series H preferred stock underlying the Series H depositaryshares will, upon issuance, be deposited with Wells Fargo Bank, N.A., as depositary, under adeposit agreement between us, the depositary and all holders from time to time of depositary
receipts issued by the depositary thereunder. We do not intend to list or quote the Series H
depositary shares or the Series H preferred stock on any national securities exchange or
national quotation system. Accordingly, there will be no public trading market for the Series H
depositary shares or the Series H preferred stock.
Subject to the terms of the deposit agreement, each owner of Series H depositaryshares will be entitled, through the depositary, to all the rights, preferences and privileges of afractional share of the Series H preferred stock.
The depositary will act as transfer agent and registrar and paying agent with respect to
the Series H depositary shares.
The depositary’s office at which the depositary receipts will be administered is locatedat Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series H depositary shares may be held either directly or indirectly through a
broker or other financial institution. If the Series H depositary shares are held directly, by
having the Series H depositary shares registered in such holder’s name on the books of thedepositary, such holder is a depositary receipt holder. If the Series H depositary shares areheld through a broker or financial institution nominee, the beneficial holder must rely on theprocedures 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 H depositaryshares representing fully paid and non-assessable shares of Series H preferred stock or othercash distributions received in respect of the Series H preferred stock to the record holders of
the Series H depositary shares representing such Series H preferred stock in proportion to thenumber of such Series H 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 H depositary shares entitled thereto, unless thedepositary determines that it is not feasible to make such distribution, in which case thedepositary may, after consultation with us, sell such property and distribute the net proceedsfrom such sale to such holders.
If the Series H preferred stock underlying the Series H depositary shares are redeemed,
the Series H depositary shares will be redeemed with the proceeds received by the depositary
resulting from the redemption, in whole or in part, of such Series H preferred stock held by thedepositary. The redemption price per Series H depositary share will be equal to the applicablefraction of the redemption price per share payable with respect to such Series H preferred82

stock. If less than all the Series H depositary shares are to be redeemed, the Series H
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 the Series H preferred stock), the Series H depositary shares so called forredemption will no longer be deemed to be outstanding and all rights of the holders of theSeries H depositary shares will cease, except the right to receive the monies payable uponsuch redemption and any money or other property to which the holders of such Series H
depositary shares were entitled upon such redemption upon surrender to the depositary of thedepositary receipts evidencing such Series H 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 were guaranteed by Wachovia. The WITS included 1/100thinterests in stock purchase contracts between the trust and Wachovia 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 preferred stock,” 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 orsenior to the Series I preferred stock as to dividend rights and rights upon liquidation,
winding up, or dissolution without the consent of the holders of the Series I preferred stock.
Dividends on shares of our Series I preferred stock are not mandatory. Holders of ourSeries 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 liquidationpreference, which is $100,000 per share of Series I preferred stock. These dividends arepayable quarterly in arrears on each March 15, June 15, September 15 and December 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 our Series I preferred stock to receive dividends is non-cumulative.
When dividends are not paid in full upon the Series I preferred stock and any otherparity stock, dividends upon that stock will be declared on a proportional basis so that theamount of dividends declared per share 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, 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 of our Series I preferred stock forthe then-current dividend period have been paid or declared and a sum sufficient for thepayment thereof set aside, we, at the option of our board of directors, may redeem the Series I83

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 $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, theholders of our Series I preferred stock are entitled to receive a liquidating distribution in theamount of the liquidation preference of $100,000 per share, plus any accrued and unpaid
dividends for the then-current dividend period to the date of liquidation, out of our assets legallyavailable for distribution to our stockholders, before any distribution is made to holders of ourcommon stock or any securities ranking junior to the Series I preferred stock and subject to therights of the holders of any class or series of securities ranking senior to or on parity with theSeries I preferred stock upon liquidation and the rights of our depositors and other creditors.
Holders of our Series I preferred stock do not have any voting rights and are notentitled to elect any directors, except as required by law.
Series J Preferred Stock. Our Series J preferred stock, which we refer to as our“Series J 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 J preferred stock.
Dividends on shares of our Series J preferred stock are not mandatory. Holders of ourSeries J 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 liquidationpreference, which is $1,000 per share of Series J preferred stock. These dividends are payable
at a rate per annum equal to 8.00%, quarterly in arrears on each March 15, June 15,
September 15 and December 15. The right of holders of our Series J preferred stock to receive
dividends is non-cumulative.
When dividends are not paid in full upon the Series J preferred stock and any otherparity stock, dividends upon that stock will be declared on a proportional basis so that theamount of dividends declared per share will bear to each other the same ratio that accrued
dividends for the current dividend period per share on the Series J preferred stock, and accrued
dividends, including any accumulations on such 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 of our Series J preferred stock forthe then-current dividend period have been paid or declared and a sum sufficient for thepayment thereof set aside, we, at the option of our board of directors, may redeem the Series J
preferred stock in whole or in part on any dividend payment date on or after December 15,
2017. 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, theholders of our Series J preferred stock are entitled to receive a liquidating distribution in theamount of the liquidation preference of $1,000 per share, plus any authorized, declared andunpaid dividends for the then-current dividend period to the date of liquidation, out of our assets
84

legally available for distribution to our stockholders, before any distribution is made to holdersof our common stock or any securities ranking junior to the Series J preferred stock and subject
to the rights of the holders of any class or series of securities ranking senior to or on parity with
the Series J preferred stock upon liquidation and the rights of our depositors and other creditors.
Holders of our Series J preferred stock do not have any voting rights and are notentitled to elect any directors, except as required by law and except for the voting rights
provided for below.
If we fail to pay, or declare and set aside for payment, full dividends on the Series J
preferred stock or any other class or series of voting parity stock for six dividend periods or theirequivalent, whether or not consecutive, the authorized number of our board of directors will be
increased by two directors. The holders of our Series J preferred stock, voting together as asingle and separate class with the holders of all outstanding voting parity stock, will have theright to elect two directors, by a plurality of votes cast, in addition to the directors then in officeat our next annual meeting of stockholders. It shall be a qualification for election for any suchdirector that the election of such director shall not cause us to violate the corporate governancerequirement of the New York Stock Exchange (or any other securities exchange or other trading
facility on which our securities may then be listed or traded) that listed or traded 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 that the holders of any series of voting parity stock are entitled to elect pursuant tolike voting rights). When dividends have been paid in full on the Series J preferred stock andany and all voting parity stock for at least four consecutive dividend periods or their equivalent,
then the right of the holders of our Series J preferred stock to elect directors shall cease (butsubject always to revesting of such voting rights in the case of any future nonpayment ofdividends), and, if and when all rights of holders of our Series J 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 J preferred stock are outstanding, the vote orconsent of the holders of at least 66 2/3% of the shares of our Series J preferred stock at thetime outstanding, voting as a class with all other series of preferred stock ranking equal with
the Series J preferred stock and entitled to vote thereon, given in person or by proxy, either inwriting without a meeting or by vote at any meeting called for the purpose, will be necessaryfor effecting or validating any of the following actions, whether or not such approval isrequired by Delaware law:•

the issuance of any series of preferred stock ranking senior to the Series J
preferred stock in the payment of dividends or in the distribution of assets on
our liquidation, dissolution or winding up;•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designations creating85

the Series J preferred stock) or our by-laws so as to adversely affect the rights,
preferences, privileges or voting powers of the holders of the Series J preferredstock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series J preferred stock in the payment
of dividends or in the distribution of assets on any liquidation, dissolution orWells Fargo’s winding up; or•the consummation of a binding share exchange or reclassification involving theSeries J preferred stock or a merger or consolidation with another entity, except
holders of the Series J preferred stock will have no right to vote under thisprovision or otherwise under Delaware law if in each case (i) the Series J
preferred stock remains outstanding or, in the case of any such merger orconsolidation 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 J preferred stock
remaining outstanding or such preference securities, as the case may be, havesuch rights, preferences, privileges and voting 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 J preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series J 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 inrespect of such parity stock are cumulative or non-cumulative) or junior stock will be deemed
not to adversely affect the rights, preferences, privileges or voting powers of the Series J
preferred stock, and holders of the Series J preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, share exchange, reclassification, merger orconsolidation described above would adversely affect one or more but not all series of voting
preferred stock (including the Series J preferred stock for this purpose), then only those seriesaffected and entitled to vote shall vote as a class in lieu of all such series of preferred stock.
Series J Depositary Shares. Each Series J depositary share issued by us represents a
1/40th interest in one share of our Series J preferred stock. The shares of our Series J preferredstock are deposited with Wells Fargo Bank, N.A., as depositary. Pursuant to the deposit
agreement, the depositary issued Series J depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series J depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
86

The Series J depositary shares may be held either directly or indirectly through a broker
or other financial institution. If the Series J depositary shares are held directly, by having
depositary shares registered in such holder’s name on the books of the depositary, the holder is a
depositary receipt holder. If the Series J 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 in
respect of the Series J preferred stock to the record holders of Series J depositary shares inproportion to the number of such depositary shares owned by such holders on the relevant
record date. In the event of a distribution other than in cash, the depositary will distributeproperty received by it to the record holders of the Series J depositary shares entitled thereto,unless the depositary determines that it is not feasible to make such distribution after
consultation with us, in which case the depositary may, with our approval, sell such property
and distribute the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series J
depositary shares are the same as the corresponding record dates for the Series J preferred stock.
The amounts distributed to holders of the Series J depositary shares will be reduced byany amounts required to be withheld by the depositary or by us on account of taxes or othergovernmental charges.
If the Series J preferred stock underlying the Series J depositary shares is redeemed, inwhole or in part, a corresponding number of Series J depositary shares will be redeemed withthe proceeds received by the depositary from the redemption of the Series J preferred stock
held by the depositary. The redemption price per Series J depositary share will be equal to
1/40th of the applicable redemption price per share payable in respect of such Series J
preferred stock. If less than all the Series J preferred stock is redeemed, the Series J depositaryshares to be redeemed will be selected by lot or pro rata as determined by the depositary.
After the date fixed for any redemption (which would be the same date as theredemption date for the Series J preferred stock), the Series J depositary shares so called forredemption will no longer be deemed to be outstanding and all rights of the holders of theSeries J 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 J depositaryshares were entitled upon such redemption upon surrender to the depositary of the depositary
receipts evidencing such Series J depositary shares.
When the depositary receives notice of any meeting at which the holders of theSeries J preferred stock are entitled to vote, the depositary will mail the information containedin the notice to the record holders of the Series J depositary shares relating to the Series J
preferred stock. Each record holder of the Series J depositary shares on the record date, which
will be the same date as the record date for the Series J preferred stock, may instruct thedepositary to vote the amount of the Series J preferred stock represented by the holder’s87Series J depositary shares. To the extent possible, the depositary will try to vote the amount of
the Series J preferred stock represented by the Series J depositary shares in 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. If the depositary does
not receive specific instructions from the holders of any Series J depositary shares
representing the Series J preferred stock, it will not vote the amount of Series J preferred stock
represented by such Series J depositary shares.
Series K Preferred Stock. Our Series K preferred stock, which we refer to as our“Series K 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 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 outof legally available assets, non-cumulative cash dividends on the liquidation preference, whichis 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 to7.98% to but excluding March 15, 2018 and (ii) quarterly in arrears on 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 otherparity stock, dividends upon such stock will be declared on a proportional basis so that theamount of dividends declared per share will bear to each other the same ratio that accrued
dividends for the current dividend period per share on the Series K preferred stock, andaccrued dividends, including any accumulations on such voting parity stock, bear to eachother. 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 thethen-current dividend period have been paid or declared and a sum sufficient for the payment
thereof set aside, we may, at the option 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 or after March 15, 2018.
Any such redemption shall be at the redemption price of $1,000 per share plus dividends thathave been declared but not paid to the redemption date, without interest.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, theholders of the Series K preferred stock are entitled to receive a liquidating distribution in theamount of a liquidation preference of $1,000 per share, plus any authorized, declared andunpaid dividends for the then-current dividend period to the date of liquidation, out of ourassets legally available for distribution to our stockholders, before any distribution is made toholders of our common stock or any securities ranking junior to the Series K preferred stockand 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 depositorsand other creditors.
88Holders of our Series K preferred stock do not have any voting rights and are notentitled 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 ortheir equivalent, the authorized number of our board of directors will be increased by two. The
holders of the Series K preferred stock, voting together as a single and separate class with theholders of all outstanding voting parity stock, will have the right to elect two directors, by aplurality 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 ofsuch director shall not cause us to violate the corporate governance requirement of the New
York Stock Exchange (or any other securities exchange or other trading facility on which our
securities may then be listed or traded) that listed or traded 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 that theholders 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 to elect directors shall cease (but subject always torevesting of such voting rights in the case of any future nonpayment of dividends), and, if andwhen all rights of holders of our Series K preferred stock and voting parity stock to electdirectors 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 orconsent of the holders of at least 66 2/3% of the shares of our Series K preferred stock at thetime outstanding, voting as a class with all other series of preferred stock ranking equal with
the Series K preferred stock and entitled to vote thereon, given in person or by proxy, either inwriting without a meeting or by vote at any meeting called for the purpose, will be necessaryfor effecting or validating any of the following actions, whether or not such approval isrequired by Delaware law:•

the 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;•

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

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize or create, or increase the authorized amount89

of, any shares of, or any securities convertible into shares of, any class or seriesof 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; or•the consummation of a binding share exchange or reclassification involving theSeries K preferred stock or a merger or consolidation with another entity,
except holders of our Series 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 the case of any such merger orconsolidation 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, havesuch rights, preferences, privileges and voting 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 K preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series K 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 inrespect of such parity stock are cumulative or non-cumulative) or junior stock will be deemed
not to adversely affect the rights, preferences, privileges or voting powers of the Series K
preferred stock, and holders of the Series K preferred stock shall have no right to vote thereon.
If an amendment, alteration, repeal, share exchange, reclassification, merger orconsolidation described above would adversely affect one or more but not all series of voting
preferred stock (including the Series K preferred stock for this purpose), then only those seriesaffected and entitled to vote shall vote as a class in lieu of all such series of preferred stock.
Series L Preferred Stock. Our Series L preferred ranks senior to our common stockand to any other securities 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 theSeries 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 perannum equal to 7.50%, quarterly in arrears on each March 15, June 15, September 15 andDecember 15, each a “Dividend Payment Date”, from and including the date 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, all dividends upon shares of the Series L preferred stock and such parity stock will bedeclared on a proportional basis, based upon the ratio of the amount of dividends declared on90each series to the amount that if declared would be full dividends (including accrued andunpaid dividends as to any parity stock that bears dividends on a cumulative basis) through thenext succeeding applicable dividend payment date.
Our Series L preferred stock is not redeemable and is not subject to any sinking fundor other obligation 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 optionof 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 timecause some or all of 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 of such period, the closing price of ourcommon stock exceeds 130% of the then applicable conversion price of the Series L preferredstock. 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
applicable conversion price at any given time will be computed by dividing $1,000 by theapplicable conversion rate at such time.
Notwithstanding the foregoing, no holder of our Series L preferred stock will beentitled to receive shares of our common stock upon conversion to the extent (but only to theextent) that such receipt would cause such converting holder to become, directly or indirectly,
a “beneficial owner” (within the meaning of Section 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 the extent, that such delivery would result in the converting holder becoming thebeneficial owner of more than 9.9% of the shares of our common stock outstanding at suchtime. If any delivery of shares of our common stock owed to a holder upon conversion of theSeries L preferred stock is not made, in whole or in part, as a result of this limitation, ourobligation 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 in it being the beneficial owner of more than 9.9% of the shares of ourcommon stock outstanding at such time. This limitation on beneficial ownership shall notconstrain in any event our ability to exercise our right to cause the Series L preferred stock toconvert mandatorily.
The following provisions will apply if, prior to the conversion date, one of thefollowing events occur prior to the conversion date for shares of our Series L preferred stock:•a “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 such person or group has become the direct or indirect91

ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act,of our common equity representing more than 50% of the voting power of ourcommon stock; or•consummation of any consolidation or merger or similar transaction or any
sale, lease or other transfer in one transaction or a series of transactions of all or
substantially all of the consolidated assets of us and our subsidiaries, taken as awhole, to any person other than one of our subsidiaries, in each case pursuant
to which our shares of common stock will be converted into cash, securities orother 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 ofthe total voting power of all outstanding classes of voting shares of thecontinuing or surviving person immediately after the transaction.

These transactions are referred to as “make-whole acquisitions.” However, a makewhole acquisition will not be deemed to have occurred if at least 90% of the consideration (asdetermined by our board of directors) received by holders of our common stock in thetransaction 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 asecurities 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 applicable state law at the relevant time, and will be dependent on the facts andcircumstances existing at such time. As a result, there may be a degree of uncertainty inascertaining whether a sale or transfer is of “all or substantially all” of our assets.
Upon a make-whole acquisition, we will, under certain circumstances, increase theconversion rate in respect of any conversions of the Series L preferred stock that occur during theperiod (make-whole acquisition conversion period) beginning on the effective date of the makewhole 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 (make-whole shares) as described below.
We will notify holders, at least 20 days prior to the anticipated effective date of suchmake-whole acquisition, or within two business days of becoming aware of a make-wholeacquisition described in the first bullet 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 each holder’s make-wholeacquisition conversion right must be exercised, which shall be 30 days after the effective dateof the make-whole acquisition. We will also notify holders on the effective date of such makewhole acquisition, or as soon as practicable thereafter, specifying, among other things, thedate that is 30 days after the effective date, the number of make-whole shares and the92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 tothe 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 held in 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 mustcomply with certain conversion procedures and comply with the depositary’s procedures forconverting a beneficial interest in a global security. The date that the holder complies withthese requirements is referred to as the “make-whole conversion date”. If a holder does notelect to exercise the make-whole acquisition conversion right within the specified period, suchholder’s shares of the Series L preferred stock will remain outstanding until otherwise
converted but will not be eligible to receive make-whole shares.
The following table sets forth the number of make-whole shares per share of ourSeries L preferred stock for each stock price and effective date set forth below:
Effective Date

Make-Whole Acquisition Stock Price$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 . . . . . .
March 15, 2009 . . . . .
March 15, 2010 . . . . .
March 15, 2011 . . . . .
March 15, 2012 . . . . .
March 15, 2013 . . . . .
Thereafter . . . . . . . . .

1.9153
1.9153
1.9153
1.9153
1.9153
1.9153
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 the holders our of common stock receive only cash (in a single
per-share amount, other than with respect to appraisal and similar rights) in the make-wholeacquisition, the stock price shall be the cash amount paid per share. For purposes of thepreceding 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 thetransaction or transactions that caused the person or group to become direct or indirect
ultimate beneficial owners of our common 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 ourcommon 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 isadjusted. The adjusted stock prices will equal the stock prices applicable immediately prior tosuch adjustment multiplied by a fraction, the numerator of which is 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 makewhole shares in the table will be subject to adjustment in the same manner as the conversion
rate as set forth below in our description of anti-dilution rate adjustments.
93

In lieu of receiving the make-whole shares, if the reference price (as defined below) inconnection with a make-whole acquisition is less than $120.54 (a fundamental change), a
holder may elect to convert each share 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 priceequal 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 base price will equal the base price applicable immediately prior to suchadjustment multiplied by a fraction, the numerator of which is the conversion rate immediately
prior to the adjustment giving rise to the conversion rate adjustment and the denominator ofwhich is the conversion rate as so adjusted. If the reference price is less than the base price,
holders will receive a maximum of 16.5916 shares of our common stock per share of ourSeries L preferred stock, subject to adjustment, which may result in a holder receiving valuethat is less than the liquidation preference of the Series L preferred stock. In lieu of issuing ourcommon 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 thereference 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 thefundamental 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, such holder will
not be eligible to convert such holder’s shares at the base price and such holder’s shares of theSeries L preferred stock will remain outstanding until otherwise converted.
We will notify holders, at least 20 days prior to the anticipated effective date of afundamental change, or within two business days of becoming aware of a make-wholeacquisition described in the first bullet 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 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 a fundamental change, or as soon as practicable thereafter, specifying, among otherthings, the date that is 30 days after the effective date, the adjusted conversion price following
the fundamental change and the amount of the cash, 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 isexercising the fundamental change conversion right. If a holder does not elect to exercise thefundamental change conversion right within such period, such holder will not be eligible toconvert such holder’s shares at the base price and such holder’s shares of Series L preferredstock will remain outstanding (subject to the holder electing to convert such holder’s shares).

94

In the event of:(1) our consolidation or merger with or into another person in each case pursuant towhich our common 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 allof the consolidated assets of us and our subsidiaries, taken as a whole, in each case pursuant towhich our common stock will be converted into cash, securities or other property;(3) any reclassification of our common stock into securities, including securities otherthan our common stock; or(4) any statutory exchange of our securities with another person (other than inconnection with a merger or acquisition)
each of which is referred to as a “reorganization event,” each share of our Series L preferredstock outstanding immediately prior to such reorganization event will, without the consent of
the holders of the Series L preferred stock, become convertible into the types and amounts of
securities, cash and other property receivable in such reorganization event by a holder of theshares of our common stock that was not the counterparty to the reorganization event or anaffiliate 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 theform of consideration to be received in such transaction, the consideration that the holders of
the Series L preferred stock entitled to receive will be deemed to be the types and amounts ofconsideration received by the majority of the holders of the shares of our common stock thataffirmatively make an election. Holders have the right to convert their shares 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 ourcommon stock, or a subdivision or combination of our common stock (other than inconnection with a transaction constituting a reorganization event), in which event theconversion rate will be adjusted based on the following formula:
CR1 = CR0 x (OS 1/ OS0)
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
date prior to giving effect to such event
95

OS1

=

the number of shares of our common stock that would be outstanding immediately after, andsolely as a result of, such event(2) the issuance to all holders of our common stock of certain rights or warrants (other thanrights issued pursuant to a shareholder rights plan or rights or warrants issued in connection witha transaction constituting a reorganization event) entitling them for a period expiring 60 days orless from the date of issuance of 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 pershare 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:
CR 1 = 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
date

X

=

the total number of shares of our common stock issuable pursuant to such rights or warrants (orupon 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 theaverage of the volume-weighted average price of our common stock over each of the ten
consecutive volume-weighted average price trading days prior to the Business Day immediately
preceding the announcement of the issuance of such rights or warrants(3) the dividend or other distribution to all holders of our common stock of shares of ourcapital 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 a transaction constituting areorganization event or any spin-off to which the provisions set forth below in this clause (3)apply) in which event the conversion rate will be adjusted based on the following formula:
CR 1 = 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 dateSP0=

the current market price as of the record dateFMV=

the fair market value (as determined by our board of directors) on the record date of the sharesof capital stock, evidences of indebtedness or assets so distributed, applicable to one share of
our common stock96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 stock of, or similar equity interests in, one of our subsidiaries or
one of our other business units (i.e., a spin-off) that are, or, when issued, will be, traded orquoted on the New York Stock Exchange, the Nasdaq Stock Market or any other national orregional securities exchange or market, then the conversion rate will instead be adjusted basedon the following formula:
CR 1 = 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 overeach of the ten consecutive volume-weighted average price trading days commencing on andincluding the third volume-weighted average price trading day after the date on which “ex­distribution trading” commences for such dividend or distribution on the New York Stock
Exchange or such other national or regional exchange or association or over-the-counter market
or if not so traded or quoted, the fair market 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 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 suchother national or regional exchange or association or over-the-counter market on which ourcommon stock is then traded 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 based on the following formula:
CR 1 = 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 dateSP0=

the current market price as of the record date
97

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, theamount we distributes to holders or pay

The dividend threshold amount is subject to adjustment on an inversely proportional basis
whenever the conversion rate is adjusted, provided that no adjustment will be made to thedividend threshold amount for any adjustment made to the conversion rate pursuant to thisclause (4).
(5) We or one or more of our subsidiaries make purchases of our common stock pursuant to atender offer or exchange offer by us or one of our subsidiaries for our common stock to theextent that the cash and value (as determined by our board of directors) of any otherconsideration included in the payment per share of our common stock validly tendered or
exchanged exceeds the volume-weighted average price per share of our common stock on thevolume-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 the conversion 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 dateFMV=

the fair market value (as determined by our board of directors), on the expiration date, of theaggregate 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 be made pursuant to such tender or exchange offer (expiration time) less any purchased
sharesOS0=

the number of shares of our common stock outstanding at the expiration time, including any
purchased shares

SP1=

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 volumeweighted average price trading 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 or converted into any combination of cash,
securities or other property, the date fixed for determination of holders of 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).
98

“Current market price” of our common stock on any day, means the average of thevolume-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 andthe day before the ex-date or other specified date with respect to the issuance or distribution
requiring such computation, appropriately adjusted to take into account the occurrence 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 applicable exchange or in the applicable market, regular way, without the right to receive
an issuance or distribution.
In the event of our voluntary or involuntary dissolution, winding up and liquidation,
the holders of the Series L preferred stock are entitled to receive a liquidating distribution in
the amount of the liquidation preference of $1,000 per share, plus any authorized, declaredand unpaid dividends for the then-current dividend period to the date of liquidation, out of ourassets legally available for distribution to our stockholders, before any distribution is made toholders of our common stock or any securities ranking junior to the Series L preferred stockand 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 notsufficient to satisfy the full liquidation rights 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 in proportion to thefull 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 toany further participation in any distribution of our assets.
Holders of our Series L preferred stock do not have any voting rights and are notentitled 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 ortheir equivalent (whether or not consecutive), 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 stockon which dividends likewise have not been paid, will have the right to elect two directors in
addition to the directors then in 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 their equivalent, then the right of theholders of our Series L preferred stock to elect directors shall cease (but subject always torevesting of such voting rights in the case of any future nonpayment of dividends), and, if andwhen all rights of holders of our Series L preferred stock and voting parity stock to electdirectors shall have ceased, the terms of office of all the directors elected by preferred stock99

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 orconsent of the holders of at least 66 2/3% of the shares of our Series L preferred stock at thetime outstanding, voting as a class with all other series of preferred stock ranking equally with
the Series L preferred stock and entitled to vote thereon, given in person or by proxy, either inwriting without a meeting or by vote at any meeting called for the purpose, will be necessaryfor effecting or validating any of the following actions, whether or not such approval isrequired by Delaware law:•

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

any amendment or alteration of our restated certificate of incorporation, as
amended, to authorize or create, or increase the authorized amount of, or any
issuance of any shares of, or any securities convertible into shares of, any classor series of our capital stock ranking prior to the Series L preferred stock in thepayment of dividends or in the distribution of assets on our liquidation,
dissolution or winding up; or•the consummation of a binding share exchange or reclassification involving theSeries L preferred stock or a merger or consolidation with another entity,
except holders of our Series 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 orconsolidation 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, hassuch rights, preferences, privileges and voting 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 or series of parity stock (whether dividends payable inrespect of such parity stock are cumulative or non-cumulative) or junior stock will be deemed
not to adversely affect the rights, preferences, privileges or voting powers of the holders of theSeries L preferred stock, and, notwithstanding any provision of Delaware law, holders of theSeries L preferred stock shall have no right to vote thereon.

100Series N Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock,
Series N, which 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 preferredstock 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 ofassets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series N preferred stock are not mandatory. Holders of ourSeries N preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation preference amount, which is $25,000
per share of Series N preferred stock. These dividends accrue at a rate per annum equal to5.20%, 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 non­cumulative. 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 thedividend payments on a proportional basis among the holders of shares of Series N preferredstock 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 theSeries N preferred stock or repurchase, redeem or otherwise acquire for consideration sharesof our common stock, other securities ranking junior to the Series N preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all
outstanding shares of Series N preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board, theSeries 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 authorizedcommittee 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 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 have been declared but not paid tothe redemption date without accumulation of any undeclared dividends.

101

In the event of our voluntary or involuntary liquidation, dissolution or winding up, theholders of our Series N preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, 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 stockranking senior to the Series N preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series N preferred stock do not have any voting rights and are notentitled 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 orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries N 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 notfor consecutive dividend periods, the holders of our Series N preferred stock, 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 of stockholders and at each subsequent meeting of stockholders, by a pluralityof votes cast; provided that our board of directors shall at no time include more than two suchdirectors 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 thevesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series N preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series N 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 tosuch 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 N preferred stock (voting together as a class with the holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue 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 such right with respect to theSeries N preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of theright of the holders of all shares of Series N preferred stock and Voting Parity Stock to votefor directors, the term of office 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 thedirectors 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.
102

In addition to any other vote required by law or our restated certificate ofincorporation, as amended, so long as any shares of our Series N preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series N
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote 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 inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;•

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

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series N preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series N preferred stock
or a merger or consolidation with another corporation or other entity, except
holders of the Series N preferred stock will have no right to vote under thisprovision if in each case (i) the shares of Series N preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series N preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series 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 orseries of Parity Stock (whether dividends payable in respect of such Parity Stock are cumulative
or non-cumulative) or securities ranking junior to the Series N preferred stock will be deemed103not to adversely affect the rights, preferences, privileges or voting powers of the Series 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 describedabove 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 andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series N preferred stock will have 25 votes per share on any matteron which holders of the Series N preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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 Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series N depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series N depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series N depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series N depositary shares 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 inproportion to the numbers of such depositary shares owned by each holder. In the event of a
distribution other than in cash, the depositary will distribute property received by it to theholders of record of the Series N depositary shares in proportion to the number 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 methodof distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series N
depositary shares are the same as the corresponding record dates for the Series N preferred stock.
104

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 othergovernmental 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 the occurrence of a Regulatory Capital Treatment Event, Series N
depositary shares will be redeemed with the proceeds received by the depositary from theredemption 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 price pershare payable with respect of such Series N preferred stock (or $25 per Series N depositaryshare), plus an amount equal to any declared and unpaid dividends, without accumulation of
any undeclared dividends. If less than all the Series N preferred stock is redeemed after
September 15, 2017, the Series N 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 theSeries N preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial 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’sSeries N depositary shares. To the extent possible, the depositary will vote the amount of theSeries N preferred stock represented by the Series N depositary shares in 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. If the depositary 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 preferredstock represented by such Series N depositary shares.
Series O Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock,
Series O, which 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 preferredstock ranks equally with our Parity Stock (as such term is defined in the certificate ofdesignation for the Series O preferred stock) as to payment of dividends and distribution ofassets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series O preferred stock are not mandatory. Holders of ourSeries O preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation preference amount, which is $25,000
per share of Series O preferred stock. These dividends accrue at a rate per annum equal to105

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 non­cumulative. The Series O preferred stock was issued on November 20, 2012 and the firstdividend 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 thedividend payments on a proportional basis among the holders of shares of Series O preferredstock 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 theSeries O preferred stock or repurchase, redeem or otherwise acquire for consideration sharesof our common stock, other securities ranking junior to the Series O preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all
outstanding shares of Series O preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board, theSeries 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 authorizedcommittee 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 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 have been declared but not paid tothe redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, theholders of our Series O preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, 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 stockranking senior to the Series O preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series O preferred stock do not have any voting rights and are notentitled to elect any directors, except as required by law and except for the voting rights
provided for below.

106Whenever dividends payable on any shares of Series O preferred stock or any class orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries O 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 notfor consecutive dividend periods, the holders of our Series O preferred stock, 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 of stockholders and at each subsequent meeting of stockholders, by a pluralityof votes cast; provided that our board of directors shall at no time include more than two suchdirectors 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 thevesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series O preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series O 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 tosuch 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 O preferred stock (voting together as a class with the holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue 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 such right with respect to theSeries O preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of theright of the holders of all shares of Series O preferred stock and Voting Parity Stock to votefor directors, the term of office 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 thedirectors 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 ofincorporation, as amended, so long as any shares of our Series O preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series O
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote 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 inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;
107

•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designation relating
to the Series O preferred stock) or our by-laws that would adversely affect therights, preferences, privileges or voting powers of the Series O preferred stock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series O preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series O preferred stock
or a merger or consolidation with another corporation or other entity, except
holders of the Series O preferred stock will have no right to vote under thisprovision if in each case (i) the shares of Series O preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series O preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series O preferred stock or any class or series of Parity Stock or securities
ranking junior to the Series O preferred 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 securities ranking junior to the Series O preferred stock will be deemed
not to adversely affect the rights, preferences, privileges or voting powers of the Series 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 describedabove 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 andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series O preferred stock will have 25 votes per share on any matteron which holders of the Series O preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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 O108

preferred stock are deposited with Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series O depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series O depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series O depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series O depositary shares 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 inproportion to the numbers of such depositary shares owned by each holder. In the event of a
distribution other than in cash, the depositary will distribute property received by it to theholders of record of the Series O depositary shares in proportion to the number 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 methodof distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series O
depositary shares are 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 othergovernmental 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 the occurrence of a Regulatory Capital Treatment Event, Series O
depositary shares will be redeemed with the proceeds received by the depositary from theredemption 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 price pershare payable with respect of such Series O preferred stock (or $25 per Series O depositaryshare), plus an amount equal to any declared and unpaid dividends, without accumulation of
any undeclared dividends. If less than all the Series O preferred stock is redeemed after
December 15, 2017, the Series O depositary shares to be redeemed will be selected pro rata, orin any other manner determined by the depositary to be fair and equitable.
109

When the depositary receives notice of any meeting at which the holders of theSeries O preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial 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’sSeries O depositary shares. To the extent possible, the depositary will vote the amount of theSeries O preferred stock represented by the Series O depositary shares in 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. If the depositary 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 preferredstock represented by such Series O depositary shares.
Series P Preferred Stock. Our Non-Cumulative Perpetual Class A Preferred Stock,
Series P, which refer to as our “Series P 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 P preferred stock, as to payment of dividends and/or
distribution of assets upon our liquidation, dissolution or winding up. The Series P preferredstock ranks equally with our Parity Stock (as such term is defined in the certificate ofdesignation for the Series P preferred stock) as to payment of dividends and distribution ofassets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series P preferred stock are not mandatory. Holders of ourSeries P preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation preference amount, which is $25,000
per share of Series P preferred stock. These dividends accrue at a rate per annum equal to5.25%, 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 non­cumulative. 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 thedividend payments on a proportional basis among the holders of shares of Series P preferredstock 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 theSeries P preferred stock or repurchase, redeem or otherwise acquire for consideration shares ofour common stock, other securities ranking junior to the Series P preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all110

outstanding shares of Series P preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board,
the Series P preferred stock, in whole or in part, on any dividend payment date on or afterJune 15, 2018. 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 theSeries P preferred stock), we, at the option of our board of directors or any duly authorizedcommittee of the board of directors, may, subject to approval of the appropriate federalbanking agency, redeem in whole, but not in part, the shares of Series P preferred stock at thetime 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, theholders of our Series P preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, 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 stockranking senior to the Series P preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series P preferred stock do not have any voting rights and are notentitled 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 orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries P 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 notfor consecutive dividend periods, the holders of our Series P preferred stock, 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 of stockholders and at each subsequent meeting of stockholders, by a pluralityof votes cast; provided that our board of directors shall at no time include more than two suchdirectors 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 thevesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series P preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series P preferred stock shall be entitled to 25 votes for each111

share held (the holders of shares of any other series of Voting Parity Stock being entitled tosuch 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 P preferred stock (voting together as a class with the holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue 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 such right with respect to theSeries P preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of theright of the holders of all shares of Series P preferred stock and Voting Parity Stock to vote fordirectors, the term of office 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 and the special voting powers vested insuch holders shall have expired, the number of directors shall be such number as may beprovided for in our by-laws.
In addition to any other vote required by law or our restated certificate ofincorporation, as amended, so long as any shares of our Series P preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series P
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote 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 inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designation relating
to the Series P preferred stock) or our by-laws that would adversely affect therights, preferences, privileges or voting powers of the Series P preferred stock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series P preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series P preferred stock ora merger or consolidation with another corporation or other entity, except
holders of the Series P preferred stock will have no right to vote under this112

provision if in each case (i) the shares of Series P preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series P preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series P preferred stock or any class or series of Parity Stock or securities
ranking junior to the Series P preferred 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 securities ranking junior to the Series P preferred stock 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 describedabove would adversely affect one or more but not all series of voting preferred stock(including the Series P preferred stock for this purpose), then only those series affected andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series P preferred stock will have 25 votes per share on any matteron which holders of the Series P preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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 Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series P depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series P depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series P depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series P depositary shares will be in the form of a single global depositary
receipt deposited with a DTC nominee. Each beneficial holder must rely on the procedures of113

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 such depositary 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 ofrecord of the Series P depositary shares in proportion to the number of Series P depositaryshares held by each holder, unless the depositary determines that it is not feasible to makesuch distribution, in which case the depositary may, with our approval, adopt a method of
distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series P
depositary shares are 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 byany amounts required to be withheld by the depositary or by us on account of taxes or othergovernmental 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 inpart, due to the occurrence of a Regulatory Capital Treatment Event, Series P depositaryshares 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 price per Series P
depositary share will be equal to 1/1,000th of the applicable redemption price per sharepayable with respect 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 othermanner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of theSeries P preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial 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’sSeries P depositary shares. To the extent possible, the depositary will vote the amount of theSeries P preferred stock represented by the Series P depositary shares in 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. If the depositary does
not receive specific instructions from the holders of any Series P depositary shares114

representing the Series P preferred stock, it will not vote the amount of Series P preferredstock 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 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 topayment 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 is definedin the certificate of designation for the Series Q preferred stock) as to payment of dividends
and distribution of assets upon our liquidation, dissolution or winding up.
Dividends on shares of our Series Q preferred stock are not mandatory. Holders of ourSeries Q preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation 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 to5.85%, 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 arepayable quarterly in arrears on each March 15, June 15, September 15 and December 15. The
right of holders of our Series Q preferred stock to receive dividends is non-cumulative. The
Series Q preferred stock was issued on July 22, 2013 and the first dividend 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 thedividend payments on a proportional basis among the holders of shares of Series Q preferredstock 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 theSeries Q preferred stock or repurchase, redeem or otherwise acquire for consideration sharesof our common stock, other securities ranking junior to the Series Q preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all
outstanding shares of Series Q preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board, theSeries 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 for115

the Series Q preferred stock), we, at the option of our board of directors or any duly authorizedcommittee 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 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 have been declared but not paid tothe redemption date without accumulation of any undeclared dividends.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, theholders of our Series Q preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, 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 stockranking senior to the Series Q preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series Q preferred stock do not have any voting rights and are notentitled 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 orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries Q 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 notfor consecutive dividend periods, the holders of our Series Q preferred stock, 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 of stockholders and at each subsequent meeting of stockholders, by a pluralityof votes cast; provided that our board of directors shall at no time include more than two suchdirectors 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 thevesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series Q preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series Q 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 tosuch 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 Q preferred stock (voting together as a class with the holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue 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 such right with respect to theSeries Q preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of the116right of the holders of all shares of Series Q preferred stock and Voting Parity Stock to votefor directors, the term of office 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 thedirectors 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 ofincorporation, as amended, so long as any shares of our Series Q preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series Q
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote 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 inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designation relating
to the Series Q preferred stock) or our by-laws that would adversely affect therights, preferences, privileges or voting powers of the Series Q preferred stock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series Q preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series Q preferred stock
or a merger or consolidation with another corporation or other entity, except
holders of the Series Q preferred stock will have no right to vote under thisprovision if in each case (i) the shares of Series Q preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series Q preferred stock, taken as a whole;117

provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series 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 orseries of Parity Stock (whether dividends payable in respect 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 the Series 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 describedabove 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 andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series Q preferred stock will have 25 votes per share on any matteron which holders of the Series Q preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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 Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series Q depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series Q depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series Q depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series Q depositary shares 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 inproportion to the numbers of such depositary shares owned by each holder. In the event of a
distribution other than in cash, the depositary will distribute property received by it to theholders of record of the Series Q depositary shares in proportion to the number of Series Q
depositary shares held by each holder, unless the depositary determines that it is not feasible to118make such distribution, in which case the depositary may, with our approval, adopt a methodof distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series Q
depositary shares are 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 othergovernmental 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 the occurrence of a Regulatory Capital Treatment Event, Series Q
depositary shares will be redeemed with the proceeds received by the depositary from theredemption 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 price pershare payable with respect of such Series Q preferred stock (or $25 per Series Q depositaryshare), plus an amount equal to any declared and unpaid dividends, without accumulation of
any undeclared dividends. If less than all the Series Q preferred stock is redeemed after
September 15, 2023, the Series Q 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 theSeries Q preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial 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’sSeries Q depositary shares. To the extent possible, the depositary will vote the amount of theSeries Q preferred stock represented by the Series Q depositary shares in 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. If the depositary 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 preferredstock 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 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 topayment 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 is definedin the certificate of designation for the Series R preferred stock) as to payment of dividends
and distribution of assets upon our liquidation, dissolution or winding up.
119Dividends on shares of our Series R preferred stock are not mandatory. Holders of ourSeries R preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation 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 per annum equal to6.625%, 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 arepayable quarterly in arrears 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 ofdetermining three-month LIBOR for dividends payable for the Floating Rate Period.
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 thedividend payments on a proportional basis among the holders of shares of Series R preferredstock 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 theSeries R preferred stock or repurchase, redeem or otherwise acquire for consideration sharesof our common stock, other securities ranking junior to the Series R preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all
outstanding shares of Series R preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board,
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 determination that 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 authorizedcommittee of the board of directors, may, subject to approval of the appropriate federalbanking agency, redeem in whole, but not in part, the shares of Series R preferred stock at thetime 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, theholders of our Series R preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, before any distribution120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 stockranking senior to the Series R preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series R preferred stock do not have any voting rights and are notentitled 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 orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries R 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 notfor consecutive dividend periods, the holders of our Series R preferred stock, 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 of stockholders and at each subsequent meeting of stockholders, by a pluralityof votes cast; provided that our board of directors shall at no time include more than two suchdirectors 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 thevesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series R preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series R 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 tosuch 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 R preferred stock (voting together as a class with the holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue 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 such right with respect to theSeries R preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of theright of the holders of all shares of Series R preferred stock and Voting Parity Stock to votefor directors, the term of office 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 thedirectors 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 ofincorporation, as amended, so long as any shares of our Series R preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series R
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding
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Series R preferred stock and such Voting Parity stock, voting together as a class, given inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designation relating
to the Series R preferred stock) or our by-laws that would adversely affect therights, preferences, privileges or voting powers of the Series R preferred stock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series R preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series R preferred stock
or a merger or consolidation with another corporation or other entity, except
holders of the Series R preferred stock will have no right to vote under thisprovision if in each case (i) the shares of Series R preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series R preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series 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 orseries of Parity Stock (whether dividends payable in respect 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 the Series 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 describedabove would adversely affect one or more but not all series of voting preferred stock122

(including the Series R preferred stock for this purpose), then only those series affected andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series R preferred stock will have 25 votes per share on any matteron which holders of the Series R preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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 Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series R depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series R depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series R depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series R depositary shares 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 inproportion to the numbers of such depositary shares owned by each holder. In the event of a
distribution other than in cash, the depositary will distribute property received by it to theholders of record of the Series R depositary shares in proportion to the number 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 methodof distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series R
depositary shares are 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 byany amounts required to be withheld by the depositary or by us on account of taxes or othergovernmental charges.
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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 notin part, due to the occurrence of a Regulatory Capital Treatment Event, Series R depositaryshares will be redeemed with the proceeds 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 price per sharepayable with respect of such Series R preferred stock (or $25 per Series R depositary share),plus an amount equal to any declared and unpaid dividends, without accumulation of any
undeclared dividends. If less than all the Series R preferred stock is redeemed after March 15,2024, the Series R depositary shares to be redeemed will be selected pro rata, or in any othermanner determined by the depositary to be fair and equitable.
When the depositary receives notice of any meeting at which the holders of theSeries R preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial to the record holders of the Series R 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’sSeries R depositary shares. To the extent possible, the depositary will vote the amount of theSeries R preferred stock represented by the Series R depositary shares in 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. If the depositary 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 preferredstock 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 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 is defined in thecertificate 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 ourSeries S preferred stock are entitled to receive, when, as and if declared by our board of
directors or any duly authorized committee of our board of directors out of legally available
assets, non-cumulative cash dividends on the liquidation 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 to5.90%, and from, and including, June 15, 2024 (the “Floating Rate Period”), dividends willaccrue at a rate per annum equal to three-month LIBOR plus 3.11%. Dividends are payablesemi-annually in arrears on each June 15 and December 15, commencing December 15, 2014124

and ending June 15, 2024, and quarterly in arrears on each March 15, June 15, September 15
and December 15, commencing September 15, 2024. The right of holders of our Series S
preferred stock to receive dividends is non-cumulative. 80,000 shares of our Series S preferredstock (as represented by 2,000,000 shares of our Series S depositary shares) were issued on
April 22, 2014 and the first dividend payment date is 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 thedividend payments on a proportional basis among the holders of shares of Series S preferredstock 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 theSeries S preferred stock or repurchase, redeem or otherwise acquire for consideration shares ofour common stock, other securities ranking junior to the Series S preferred stock or Parity
Stock, subject to certain exceptions, unless the full dividends for the then-current period on all
outstanding shares of Series S preferred stock have been declared and paid or declared and asum 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 ourboard of directors, may redeem, subject to the prior approval of the Federal Reserve Board,
the Series S preferred stock, in whole or in part, on any dividend payment date on or afterJune 15, 2024. 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 theSeries S preferred stock), we, at the option of our board of directors or any duly authorizedcommittee of the board of directors, may, subject to approval of the appropriate federalbanking agency, redeem in whole, but not in part, the shares of Series S preferred stock at thetime 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.
In the event of our voluntary or involuntary liquidation, dissolution or winding up, theholders of our Series S preferred stock are entitled to receive a liquidating distribution in theamount 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 our stockholders, 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 stockranking senior to the Series S preferred stock as to such distribution and the rights of ourdepositors and other creditors.
Holders of our Series S preferred stock do not have any voting rights and are notentitled to elect any directors, except as required by law and except for the voting rights
provided for below.
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Whenever dividends payable on any shares of Series S preferred stock or any class orseries of Voting Parity Stock (as such term is defined in the certificate of designation for theSeries S preferred stock) have not been 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 aplurality of votes cast; provided that our board of directors shall at no time include more than
two such directors and including, for purposes of this limitation, all directors that the holdersof any series of Voting Parity Stock are entitled to elect pursuant to like voting rights. Uponthe vesting of such right of such holders, the maximum authorized number of members of ourboard of directors shall automatically be increased by two and the two vacancies so createdshall be filled by vote of the holders of the outstanding Series S preferred stock (together withthe holders of shares of any one or more other series of Voting Parity Stock). At elections forsuch directors, each holder of Series S 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 tosuch 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 holdersof shares of any one or more other series of Voting Parity Stock) to elect such directors shallcontinue until such time as we have paid in full dividends for the equivalent of at least two
semi-annual dividend periods or their equivalent, at which time such right with respect to theSeries S preferred stock shall terminate, except as provided by law, and subject to revesting in
the event of each and every subsequent nonpayment of dividends. Upon any termination of theright of the holders of all shares of Series S preferred stock and Voting Parity Stock to vote fordirectors, the term of office 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 and the special voting powers vested insuch holders shall have expired, the number of directors shall be such number as may beprovided for in our by-laws.
In addition to any other vote required by law or our restated certificate ofincorporation, as amended, so long as any shares of our Series S preferred stock areoutstanding, the vote or consent of the holders of the outstanding shares of our Series S
preferred stock and outstanding shares of all other series of Voting Parity Stock entitled tovote on the matter, by a vote of at least 66 2/3% in voting power of all such outstanding
Series S preferred stock and such Voting Parity stock, voting together as a class, given inperson or by proxy, either in 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:•

the 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 in the event of any voluntary or involuntaryliquidation, dissolution or winding up;
126

•

any amendment, alteration or repeal of any provision of our restated certificate
of incorporation, as amended (including the certificate of designation relating
to the Series S preferred stock) or our by-laws that would adversely affect therights, preferences, privileges or voting powers of the Series S preferred stock;•

any amendment or alteration of our restated certificate of incorporation, as
amended, or by-laws to authorize, create or increase the authorized amount of,any shares of, or any securities convertible into shares of, any class or series ofour capital stock ranking senior to the Series S preferred stock with respect toeither payment of dividends or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up; or•the consummation of a reclassification involving the Series S preferred stock ora merger or consolidation with another corporation or other entity, except
holders of the Series S preferred stock will have no right to vote under thisprovision if in each case (i) the shares of Series S preferred stock remain
outstanding or, in the case of any such merger or consolidation with respect towhich 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 such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are notmaterially less favorable to the holders thereof than the rights, preferences,privileges and voting powers of the Series S preferred stock, taken as a whole;provided, however, that any authorization, creation or increase in the authorized amount of or
issuance of our Series S preferred stock or any class or series of Parity Stock or securities
ranking junior to the Series S preferred 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 securities ranking junior to the Series S preferred stock 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 describedabove would adversely affect one or more but not all series of voting preferred stock(including the Series S preferred stock for this purpose), then only those series affected andentitled to vote shall vote as a class in lieu of all such series of preferred stock.
Each holder of the Series S preferred stock will have 25 votes per share on any matteron which holders of the Series S preferred stock are entitled to vote, whether separately or
together with any other series of our stock (the holders of any shares of any other series ofstock 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 written consent.
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
127

preferred stock are deposited with Wells Fargo Bank, N.A., as depositary. Pursuant to thedeposit agreement, the depositary issued Series S depository shares, which are evidenced bydepositary receipts.
Wells Fargo Bank, N.A. acts as transfer agent and registrar and paying agent withrespect to the Series S depositary shares.
The depositary’s office at which the depositary receipts are administered is located at
Wells Fargo Bank, N.A., 110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.
The Series S depositary shares were issued in book-entry form through DTC. Thismeans that actual depositary receipts will not be issued, except in limited circumstances. Thismeans that the Series S depositary shares 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.
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 such depositary 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 ofrecord of the Series S depositary shares in proportion to the number of Series S depositaryshares held by each holder, unless the depositary determines that it is not feasible to makesuch distribution, in which case the depositary may, with our approval, adopt a method of
distribution that it deems practicable, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
Record dates for the payment of dividends and other matters relating to the Series S
depositary shares are 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 byany amounts required to be withheld by the depositary or by us on account of taxes or othergovernmental 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 inpart, due to the occurrence of a Regulatory Capital Treatment Event, Series S depositaryshares 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 price per Series S
depositary share will be equal to 1/25th of the applicable redemption price per share payable
with respect of such Series S preferred stock (or $1,000 per Series S depositary share), plus anamount 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, theSeries 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.
128

When the depositary receives notice of any meeting at which the holders of theSeries S preferred stock are entitled to vote, the depositary will mail, or otherwise transmit by
an authorized method, the information contained in the notice and any accompanying proxymaterial 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’sSeries S depositary shares. To the extent possible, the depositary will vote the amount of theSeries S preferred stock represented by the Series S depositary shares in 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. If the depositary 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 preferredstock represented by such Series S depositary shares.

129

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 offeredthrough 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, thedepositary shares and the depositary receipts in this section. We have also filed the form ofdeposit agreement, including the form of depositary receipt, as an exhibit to the registration
statement of which this prospectus is a part. You should read the forms of deposit agreementand 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 preferredstock. If we do, we will provide for the issuance by a depositary to the public of receipts fordepositary shares, each of which will represent a fractional interest in a share of a particularseries of preferred stock.
The shares of any series of preferred stock underlying the depositary shares will bedeposited under a separate deposit agreement between us and a bank or trust company having
its principal office in the United States 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 the deposit agreement, eachowner of a depositary share will have a fractional interest in all the rights and preferences ofthe 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 to the 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 to receive 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 the preferred stock to the record holders of depositary shares representing the130shares of preferred stock in proportion to the numbers of depositary shares owned by theholders 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 torecord holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to theholders of depositary shares, unless the depositary determines that it is not feasible to makethe distribution. If this occurs, the depositary may, with our approval, sell the property anddistribute the net proceeds from the sale to the holders of depositary shares.
The deposit agreement will also contain provisions relating to how any subscription orsimilar rights offered by us to holders of the preferred stock will be made available to theholders of depositary shares.
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 eachrecord 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 toredemption, all or a part 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 mailnotice of redemption between 30 to 60 days prior to the date fixed for redemption to therecord holders of the depositary shares to be redeemed at their addresses appearing in thedepositary’s records. The redemption price per depositary share will bear the same
relationship to the redemption price per share of preferred stock that the depositary share bears
to the underlying preferred stock. Whenever we redeem preferred stock held by thedepositary, the depositary will redeem, as of the same redemption date, the number ofdepositary shares representing the preferred stock redeemed. If less than all the depositaryshares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as determined by the depositary.
After the date fixed for redemption, the depositary shares called for redemption will nolonger be outstanding. When the depositary shares are no longer outstanding, all rights of theholders will cease, except the right to receive money or other property that the holders of thedepositary shares were entitled to receive upon the redemption. Payments will be made whenholders surrender their depositary receipts to the depositary.
Voting the Preferred Stock
When the depositary receives notice of any meeting at which the holders of thepreferred 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 depositary131

shares relating to the preferred stock. Each record holder of such depositary shares on therecord date, which will be the same date as the record date for the preferred stock, will beentitled to instruct the depositary as to how the preferred stock underlying the holder’sdepositary shares should be voted.
The depositary will try, if practical, to vote the number of shares of preferred stock
underlying the depositary shares according to the instructions received. We will agree to takeall action requested by and deemed necessary by the depositary in order to enable thedepositary 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 the holders of thedepositary 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, forfederal income tax purposes they will have the income and deductions to which they would beentitled if they were holders of the preferred stock. In addition:•

no gain or loss will be recognized for federal income tax purposes upon thewithdrawal of preferred stock in exchange for depositary shares as provided in
the deposit agreement;•

the tax basis of each share of preferred stock to an exchanging owner ofdepositary shares will, upon the exchange, be the same as the aggregate tax
basis of the depositary shares exchanged for such preferred stock; and•the holding period for the preferred stock, in the hands of an exchanging owner ofdepositary shares who held the depositary shares as a capital asset at the time ofthe 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 thedeposit agreement may be amended by agreement between us and the depositary at any time.
However, any amendment that 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 amajority of the depositary shares then-outstanding (or, in the case of such amendments relating
to or affecting rights to receive dividends or distributions or voting or redemption rights, twothirds of the holders). A deposit agreement may be terminated by us or the depositary only if:•

all outstanding depositary shares relating to the deposit agreement have beenredeemed; or•there has been a final distribution on the preferred stock of the relevant series inconnection with our liquidation, dissolution or winding up of our business and the
distribution has been distributed to the holders of the related depositary shares.
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Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely fromthe existence of the depositary arrangements. We will pay associated charges of the depositary
for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders
of depositary shares will pay transfer and other taxes and governmental charges and any othercharges that are stated to be their responsibility in the deposit agreement.
Miscellaneous
We will forward to the depositary, for distribution to the holders of depositary shares,
all reports and communications 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 bylaw or any circumstance beyond its control in performing its obligations under the deposit
agreement. Our obligations and the 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 connectedwith any depositary shares or preferred stock unless satisfactory indemnity is furnished to us
and/or the depositary. We and the depositary may rely upon written advice of counsel or
accountants, or information provided by persons presenting preferred stock for deposit,
holders of depositary shares or other persons 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 depositary at any time. Resignations or removals will take effect when a successor
depositary is appointed and it accepts the appointment. The successor depositary must be
appointed within 60 days after delivery of the notice of resignation or removal and must be abank or trust company having its principal office in the United States and having a combined
capital and surplus of at least $50 million.

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DESCRIPTION OF COMMON STOCKThis section describes the general terms and provisions of the shares of our common
stock. The prospectus supplement will describe the specific terms of the common stock
offered through that prospectus supplement in connection with the conversion, exchange or
exercise of debt securities, preferred stock, depositary shares or securities warrants and any
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 thissection. We have also filed our restated certificate of incorporation, as amended, and our by­laws, as amended, as exhibits to the registration 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 December 31, 2013, our authorized common stock was
9,000,000,000 shares. From these authorized shares, we had issued 5,481,811,474 shares, ofwhich 5,257,162,705 shares were outstanding and 224,648,769 shares were held as treasury
shares.
Dividends. Holders of common stock may receive dividends if, when and as declared byour board of directors out of our funds that we can legally use to pay dividends. We may pay
dividends in cash, stock or other property. In certain cases, holders of common stock may notreceive dividends until we have satisfied our obligations to any holders of outstanding preferredstock. Other restrictions on our ability to pay dividends are described 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 to our stockholders unless Delaware law or the certificate of designation foran outstanding series of preferred stock gives the holders of that preferred stock the right tovote 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. Thismeans 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 ourbusiness, holders of common stock will receive pro rata, according to shares held by them, anyof 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 of common stock
have no preemptive rights. This means the holders of common stock have no right, as holdersof common stock, to buy any portion of those issued securities. Holders of our common stock
have no rights to have their shares of common stock redeemed by us or to convert their sharesof common stock into shares of any other class of our capital stock.
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Listing. Our outstanding shares of common stock are listed on the New York Stock
Exchange under the symbol “WFC.” Wells Fargo Bank, N.A. serves as the transfer agent andregistrar for the common stock.
Fully Paid. The outstanding shares of common stock are fully paid and nonassessable. 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 suchshares. Any additional common stock that we may issue in the future upon the conversion or
exercise of other securities offered under this prospectus will also be fully paid and nonassessable.
Restrictions on Payment of Dividends
We are incorporated in Delaware and are governed by the Delaware General
Corporation Law. 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 the dividend, ourcapital would be less than the capital represented by the outstanding stock of all classes having
a preference upon the distribution of our assets.
As a bank holding company, our ability to pay dividends is affected by the ability ofour bank and non-bank subsidiaries to pay dividends to us. Various federal laws limit theamount of dividends our national bank 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 fromdeclaring or paying any dividends or distributions on our capital stock, including our common
stock, or purchasing, acquiring, or making a liquidation payment on such stock, if an event ofdefault has occurred and is continuing under the applicable indenture, we are in default withrespect 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 our common 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 toacquire control of us or have the effect of discouraging a third party from attempting toacquire control of us. For example, we are subject to Section 203 of the Delaware General
Corporation Law, which would make it more difficult for another party to acquire us without
the approval of our board of directors. Certain provisions of our restated certificate ofincorporation, as amended, may make it less likely that our management would be changed orsomeone 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
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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 seriesof preferred stock. In some cases, the issuance of preferred stock without stockholder approval
could discourage or make more difficult attempts to take control of our company through amerger, tender offer, proxy contest or otherwise. Preferred stock with special voting rights orother 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 sharesnecessary to take control.
Nomination Procedures. In addition to our board of directors, stockholders cannominate 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 submit a written notice of the nomination to our chief executive
officer and our corporate secretary at least 90 days but not more than 120 days prior to the firstanniversary of the preceding year’s annual meeting for consideration at an annual meeting or,for consideration at a special meeting, at least 90 days but not more than 120 days prior to thedate of such meeting or, if our first public announcement of the date of such special meeting isless than 100 days prior to the date of such special meeting, then during the 10 days following
our public announcement.
Proposal Procedures. Stockholders can propose that business other than nominations toour board of directors be considered at an annual meeting of stockholders only if a stockholder
follows the advance notice procedures described in our by-laws, as amended. In general, astockholder 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 morethan 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
must comply with the requirements of Rule 14a-8 of the federal proxy rules.
Stockholder Requested Special Meetings. Our by-laws provide procedures pursuant towhich record holders of not less than 25% of the voting power of issued and outstanding
shares of our common stock may request that the board of directors call a special meeting ofstockholders. 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 wellas provisions designed to avoid the calling of a special meeting to conduct the same or similarbusiness that was recently addressed or soon will be addressed at another stockholder meetingor that would be held close in time to our annual meeting.
Amendment of By-laws. Under our by-laws, as amended, our board of directors canadopt, amend or repeal the by-laws, subject to limitations under the Delaware General
Corporation Law or in the by-laws, as amended. Under the Delaware General Corporation
Law, our stockholders also have the power to change or repeal our by-laws.
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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 offeredthrough 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 inthis section. We have also filed the forms of purchase contracts as exhibits to the registration
statement of which this prospectus is a 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 or more debt securities, for the purchase or sale of:•our debt securities, preferred stock, depositary shares or common stock;•securities of an entity not affiliated with Wells Fargo, a basket of thosesecurities, an index or indices of those securities or any combination of theabove;•

currencies; or•commodities.

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 moredebt securities and not any other combination 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 tosell or purchase, on specified dates, the purchase contract property at a specified price or
prices, all as described in the applicable prospectus supplement. The applicable prospectus
supplement will also specify the methods by which the holders may purchase or sell thepurchase contract property and any acceleration, cancellation or termination provisions orother provisions relating to the settlement of a purchase contract.
Purchase Contracts Issued as Part of a Unit
Purchase contracts issued as part of a unit will be governed by the terms and provisionsof a unit agreement. See “—Significant Provisions of the Unit Agreement.” The applicableprospectus supplement will specify the following:•whether the purchase contract obligates the holder to purchase or sell thepurchase contract property;137•

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

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

any acceleration, cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract; and•whether the purchase contracts will be issued in fully registered or bearer form,
in definitive or global form or in any combination of these forms, although, in
any case, the form of a purchase 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 as part of a unit require the holders to buy purchase contract property, the unit agent
may apply principal payments from 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 has delivered
cash to meet its obligations under the purchase contract. To settle the purchase contract andreceive the purchase 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 by delivering 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, theholder will receive that debt security or an interest in the relevant global debt security.
Pledge by Purchase Contract Holders to Secure Performance. To secure theobligations of the purchase 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 a security interest in and to, and alien upon and right of set-off against, all of the holders’ right, title and interest in and to:•any debt securities that are part of units that include the purchase contracts, orother property as may be specified in the applicable prospectus supplement,
which we refer to as the “pledged items;”•

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

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 describedin the two clauses above; and138

•all powers and rights owned or thereafter acquired under or with respect to thepledged 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 beenreleased from the pledge in accordance with 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 a purchase contract that is part of a unit and fails to present and surrender its unit
certificate to the unit agent when required, that holder will not receive the purchase contract
property. Instead, the unit agent will hold that holder’s purchase contract property, together withany distributions, as the registered owner in trust for the benefit of the holder until the holder
presents and surrenders the certificate or provides satisfactory evidence that the certificate 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 theunit certificate, or provide the necessary 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 have no
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 “unitagreement,” to be 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 and purchase contracts will describe:•

the designation and the terms of the units and of the combination of debt
securities and purchase contracts constituting the units, including whether andunder what circumstances the debt securities or purchase contracts may be
traded separately;•

any additional terms of the unit agreement;139•

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

The terms and conditions described under “Description of Debt Securities,” and“Description of Purchase Contracts” and those described below under “—Significant Provisionsof 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.
Significant Provisions of the Unit Agreement
Obligations of Unit Holder. Under the terms of the unit agreement, each owner of a unit:•

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

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; and•irrevocably 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.

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 ofthese obligations to the transferee, to the assumption of these obligations by the transferee andto the release of the transferor, if the transfer is made in accordance with the provisions of theunit agreement.
Remedies. Upon the acceleration of the debt securities constituting any units, ourobligations and those of the owners under any purchase contracts constituting a part of theunits may also be accelerated upon the request of the owners of not less than 25% of theaffected 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 right under the unit agreement to institute any action or proceeding at law or in equity or inbankruptcy 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 and continuance of a default thereunder and:•in the case of an event of default under the debt securities or the applicableindenture, unless the procedures, including notice to us and the trustee,described in such indenture have been complied with; and

140

•

in 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:•owners of not less than 25% of the affected purchase contracts have(a) requested the unit agent to institute that action or proceeding in its own
name as unit agent under the unit agreement and (b) offered the unit agent
reasonable indemnity;•

the unit agent has failed to institute that action or proceeding within 60
days of that request by the owners referred to above; and•the owners of a majority of the outstanding affected units have not given
directions to the 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 orpurchase contract will have the unconditional right to purchase or sell, as the case may be,purchase contract property under the purchase contract and to institute suit for theenforcement of that right.
Absence of Protections against All Potential Actions of Wells Fargo. There are nocovenants or other provisions 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 arecapitalization 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 and the terms of the purchase contracts and the purchase contract certificateswithout the consent of the holders to:•cure any ambiguity;•

correct or supplement any defective or inconsistent provision;•

add to our covenants or the covenants of the unit agent;•change or eliminate any provisions of the unit agreement so long as no units areoutstanding or the change does not affect any unit outstanding; or•amend 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 theholders of not less than a majority of all series of outstanding units affected, voting as one
class, may modify the rights of the holders of the units of each series so affected or the termsof any purchase contracts included in any of those series of units and the terms of the unit141

agreement relating to the purchase contracts of each series so affected. However, we and theunit agent may not make any of the following modifications without the consent of the holderof each outstanding unit affected by the modification:•

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

reduce the percentage of purchase contracts constituting part of outstanding
units the consent of whose owners is required for the modification of theprovisions of the unit agreement relating to those purchase contracts or for thewaiver of any defaults under the unit agreement relating to those purchase
contracts;•

materially adversely affect the holders’ units or the terms of the unit agreement(other than terms related to the first three clauses above); or•

reduce the percentage of outstanding units the consent of whose owners is
required for the modification of the provisions of the unit agreement (other thanterms related to the first three clauses above).

Modifications of any debt securities included in units may only be made in accordancewith the applicable 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:•we will be the continuing corporation; or•

the successor corporation or person that acquires all or substantially all of ourassets:••will be a corporation organized under the laws of the United States, a stateof the United States or the District of Columbia; and•will expressly assume all of our obligations under the unit agreement; andimmediately after the merger, consolidation, sale, lease or conveyance, we, that
person or that successor corporation will not be in default in the performance ofthe covenants and conditions 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 theholder upon surrender of that certificate to the unit agent. We will replace certificates thathave been destroyed, lost or stolen at the expense of the holder upon delivery to us and the142unit agent of evidence satisfactory to us and the unit agent of the destruction, loss or theft ofthe 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 orpurchase contracts evidenced by that certificate before a replacement will be issued.
The unit agreement provides that, notwithstanding the foregoing, no replacement
certificate need be delivered:•during the period beginning 15 days before the day of mailing of a notice ofredemption or of any other exercise of any right held by us with respect to theunit or any security constituting the unit evidenced by the mutilated, destroyed,
lost or stolen certificate and ending on the day of the giving of that notice;•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; or•at 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 of settlement 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 atrustee under, the Trust Indenture Act. Accordingly, the holders of units and purchase
contracts will not have the benefits of the protections of the Trust 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 theregistered owner of 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 part of the units will be governed by, and construed in accordance with, the lawsof the State of New York.

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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 offeredthrough 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, depositaryshares or common stock. Securities warrants may be issued alone or together with debt
securities, preferred stock or depositary 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 a bank 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 and securities warrants in this section. We have also filed the forms of securities
warrant agreements and the certificates representing the securities warrants as exhibits to theregistration 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.
GeneralIf we offer securities warrants, the applicable prospectus supplement will describe theirterms. If securities warrants for the purchase of debt securities are offered, the applicableprospectus supplement will describe the terms of those securities warrants, including thefollowing if applicable:•

the offering price;•

the currencies in which the securities warrants are being offered;•the designation, aggregate principal amount, currencies, denominations andterms of the series of the debt securities that can be purchased if a holder
exercises the securities warrants;•

the designation and terms of any series of debt securities, preferred stock ordepositary shares with which the securities warrants are being offered and thenumber of securities warrants offered with each debt security, share ofpreferred stock or depositary share;•

the date on and after which the holder of the securities warrants can transfer
them separately from the related series of debt securities, preferred stock ordepositary shares;144•

the principal amount of the series of debt securities that can be purchased if aholder exercises the securities warrant and the price at which and currencies inwhich the principal amount may be purchased upon exercise;•the date on which the right to exercise the securities warrants begins and thedate on which the right expires;•

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

United States federal income tax consequences; and•any other terms of the securities warrants.

Unless we state otherwise in the applicable prospectus supplement, the securities warrants forthe purchase of debt securities will be in registered form only.
If securities warrants for the purchase of preferred stock, depositary shares or common
stock are offered, the applicable prospectus supplement will describe the terms of thosesecurities warrants, including the following where applicable:•

the offering price;•

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 preferredstock or depositary shares, the designation, total number and terms of the seriesof preferred stock that can be purchased upon exercise or that are underlying
the depositary shares that can be purchased upon exercise;•the designation and terms of the series of debt securities, preferred stock ordepositary shares with which the securities warrants are being offered and thenumber of securities warrants being offered with each debt security, share ofpreferred stock or depositary share;•

the date on and after which the holder of the securities warrants can transfer
them separately from the related series of debt securities, preferred stock ordepositary shares;•

the number of shares of preferred stock, depositary shares or shares of common
stock that can be purchased if a holder exercises the securities warrant and theprice at which the preferred stock, depositary shares or common stock may bepurchased upon each exercise;•the date on which the right to exercise the securities warrants begins and thedate on which the right expires;•

any special United States federal income tax consequences; and•any other terms of the securities warrants.
145

Securities warrants for the purchase of preferred stock, depositary shares or common stock
will be in registered form only.
A holder of securities warrant certificates may exchange them for new certificates ofdifferent denominations, present them for registration of transfer, and exercise them at thecorporate trust office of the securities warrant agent or any other office indicated in theapplicable prospectus supplement.
Until any securities warrants to purchase debt securities are exercised, the holder ofsuch securities warrants will not have any of the rights of holders of the debt securities thatcan 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 applicableindenture. Until any securities warrants to purchase preferred stock, depositary shares orcommon 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.
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 the exercise price described in the applicable prospectus
supplement. After the close of business on the day when the right to exercise terminates, or alater 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:•

delivering to the securities warrant agent the payment required by theapplicable prospectus supplement to purchase the underlying security;•

properly completing and signing the reverse side of the securities warrant
certificate representing the securities warrants; and•delivering the securities warrant certificate representing the securities warrants
to the securities warrant agent, or other office indicated in the applicableprospectus 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 beconsidered to have been exercised when the securities warrant agent receives payment of theexercise price. After you have completed those procedures, we will, as soon as practicable,
issue and deliver to you the debt securities, preferred stock, 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.
146

Holders of securities warrants will be required to pay any tax or governmental charge that may
be imposed in connection with transferring the underlying securities in connection with theexercise 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 the applicable securities warrants if the changes are not inconsistent with theprovisions of the securities warrants and do not materially adversely affect the interests of theholders of the securities warrants. We, along with the securities warrant agent, may also
modify or amend a securities warrant agreement and the terms of the securities warrants if amajority of the then-outstanding unexercised securities warrants affected by the modificationor amendment consent. However, no modification or amendment that accelerates the
expiration date, increases the exercise price, reduces the majority consent requirement for any
such modification or amendment, or otherwise materially adversely affects the rights of theholders 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, andthe number of shares of common stock covered by, a warrant for common stock will be adjusted
in the manner set forth in the applicable prospectus supplement if certain events occur, including:•

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

if we subdivide, reclassify or combine the common stock;•

if we issue rights or warrants to all holders of common stock entitling them, fora period expiring 45 days after the date fixed for determining the stockholders
entitled to receive such rights or warrants, to purchase common stock at lessthan the current market price, as defined in the warrant agreement for suchseries of common stock warrants; or•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 of common stock rights or warrants, excluding thosereferred to in the bullet point above.

Except as stated above, the exercise price and number of shares of common stock
covered by a common 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 rightto purchase common stock or securities convertible into or exchangeable for common stock.

147

Holders of common stock warrants may have additional rights under the following
circumstances:•a reclassification or change of the common stock;•a consolidation or merger involving our company; or•a sale or conveyance to another corporation of all or substantially all of ourproperty and assets.

If one of the above transactions occurs and holders of our common stock are entitled toreceive stock, securities, other property or assets, including cash, with respect to or in
exchange for common stock, the holders of the common stock warrants then outstanding will
be entitled to receive upon exercise of their common stock warrants the kind and amount ofshares of stock and other securities or property that they would have received upon thereclassification, change, consolidation, merger, sale or conveyance if they had exercised theircommon stock warrants immediately before the transaction.
Outstanding Warrants
In connection with our participation in the Troubled Asset Relief Program (“TARP”)
Capital Purchase Program, we issued to the U.S. Treasury Department warrants to purchase
110,261,688 shares of our common stock with an exercise price of $34.01 per share expiringon October 28, 2018. Our board of directors authorized the repurchase of up to $1 billion of
the warrants. On May 26, 2010, in an auction by the U.S. Treasury, we purchased 70,165,963
of the warrants at a price of $7.70 per warrant. We have purchased an additional
986,426 warrants since the U.S. Treasury auction. As of December 31, 2013, there were39,108,864 warrants outstanding and exercisable and $452 million of unused warrant
repurchase authority.

148

ERISA 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 fiduciary standards of ERISA in the context of the plan’sparticular circumstances before authorizing an investment in the offered securities.
Accordingly, among other factors, the fiduciary should consider whether the investment
would satisfy the prudence and diversification requirements of ERISA and would beconsistent with the documents and instruments 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 ininterest” under ERISA or “disqualified persons” under the Code (collectively, “parties ininterest”) 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 fiduciary ofa plan should also consider whether an investment in the offered securities might constitute orgive rise to a prohibited 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 manyplans. Special caution should be exercised, therefore, before the offered securities arepurchased by a plan. In particular, the fiduciary of the plan should consider whether statutory
or administrative exemptive relief is available under an applicable statutory or administrative
exemption. The U.S. Department of Labor has issued five prohibited transaction classexemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited
transactions resulting from the purchase or holding of the offered securities. Those classexemptions are:•

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

PTCE 95-60, for specified transactions involving insurance company generalaccounts;•

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

PTCE 90-1, for specified transactions involving insurance company separate
accounts; and149

•

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

In addition, Section 408(b)(17) of ERISA provides an exemption for transactions between aplan 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 thetransaction or renders investment advice with respect thereto) solely by reason of providing
services to the plan (or by reason of a 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 administrativeclass exemptions may be applicable. In addition, a purchaser or holder may obtain an
individual administrative exemption.
Any purchaser or holder of the offered securities or any interest in the offeredsecurities will be deemed to have represented by its purchase and holding that either:•no portion of the assets used by such purchaser or holder to acquire or purchasethe offered securities constitutes assets of any plan or plan subject to similar
law; or•the purchase and holding of the offered securities by such purchaser or holder
will not constitute 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 thatfiduciaries or other persons considering purchasing 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 acquisition of the offeredsecurities 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 and holding 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 orholder of the offered securities to avail themselves of any exemption described above or any
other exemption that may be available under ERISA, the Code, or any similar law.

150

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of the material U.S. federal income tax
consequences relevant to 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 dispositionof warrants, purchase contracts and units offered by this prospectus will be provided in theapplicable prospectus supplement. This summary is based on the Code, as amended, current or
proposed Treasury regulations promulgated thereunder (“Treasury Regulations”), administrative
pronouncements of the U.S. 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 a retroactive basis, and could affectthe U.S. federal income tax consequences described below. We will not seek a ruling 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 than income taxation or any state, local or non-U.S. tax consequences of thepurchase, ownership and disposition of the debt securities, common stock and preferred stock.
This summary addresses only debt securities purchased at initial issuance and debt securities,
shares of common and shares of preferred stock held as capital assets within the meaning of theCode (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:•

securities dealers or brokers, or traders in securities electing mark-to-market
treatment;•

banks, thrifts, or other financial institutions;•insurance companies;•

regulated investment companies or real estate investment trusts;•

tax-exempt organizations;•retirement plans;•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 ofsome other integrated investment;•

partnerships or other pass-through entities;•

persons subject to the alternative minimum tax;151

•certain former citizens or residents of the United States;•

foreign corporations that are classified as “passive foreign investmentcompanies” or “controlled foreign corporations” for U.S. federal income tax
purposes; or•“U.S. Holders” (as defined below) whose functional currency is not the U.S.
dollar.

In addition, with respect to a particular offering of debt securities or shares of common or
preferred stock, the discussion below must be read with the discussion of material U.S. federal
income tax consequences that may appear in the applicable prospectus supplement for thatoffering. When we use the term “holder” in this section, we are referring to a beneficial holderof the debt securities, common stock or preferred stock.
As used herein, a “U.S. Holder” is a beneficial owner of debt securities or shares ofcommon 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 the District 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) areauthorized 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 thecurrent year, one-third of the days present in the immediately preceding year and one-sixth ofthe days present in the second preceding year).
A “Non-U.S. Holder” is any beneficial owner of a debt security or shares of common
or preferred stock, as the case may be, that, for U.S. federal income tax purposes, is not a U.S.
Holder and that is not a partnership (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 theactivities 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 withregard 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 TAXCONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
152

DEBT SECURITIES, COMMON STOCK AND PREFERRED STOCK IS NOT INTENDED
TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANYPARTICULAR PERSON. ACCORDINGLY, ALL PROSPECTIVE INVESTORS 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 PARTICULARCIRCUMSTANCES.
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 to a U.S. Holder as ordinary income from domestic sources at the time thatsuch interest is paid or accrued in 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 “original issue 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 amountof 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 of
accounting used by a U.S. Holder for U.S. federal income tax purposes, OID generally mustbe accrued into gross income on a constant yield basis, in advance of the receipt of some or allof 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 bondhouses, brokers or similar persons or organizations 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 statedinterest” 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 the interval between payments).
For OID debt securities having a term of more than one year, the amount of OID
includible in gross income 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 byallocating to each day in any “accrual period” a pro rata portion of the OID allocable to suchaccrual period.
The amount of OID allocable to any accrual period is generally equal to the excess (ifany) of (i) the product of the “adjusted issue price” of the OID debt securities at the beginning153

of such accrual period and the yield to maturity of the OID debt securities, as determined on
the basis of compounding at the close of each accrual period and properly adjusted for thelength of the accrual period, over (ii) the sum of any qualified stated interest payments
allocable to the accrual period. For this purpose, accrual periods may be of any length andmay vary 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 to the issue price, increased by the accrued OID for each prior accrual period,
and reduced by certain prior payments with respect to the OID debt securities that were notqualified stated interest payments.
Under the constant yield method for accruing OID, a U.S. Holder generally will haveto include in gross 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 stated maturity date at our option or at the option of holders. For purposes ofdetermining yield and maturity, debt securities that may be redeemed prior to their statedmaturity date at the option of the issuer generally will be treated 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 beredeemed prior to their stated maturity date at the option of the holder generally will be treatedfrom 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 higher yield to maturity. If the exercise ofsuch 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 will be 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 held by 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 statedinterest, will be included in the stated 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 stated redemption price atmaturity. In general, U.S. Holders that use the accrual method of accounting for U.S. federal
income tax purposes and certain other U.S. Holders are required to accrue OID in respect ofshort-term debt securities into gross income either on a straight-line 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 in advance of thereceipt 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 upon154

the sale, retirement or other disposition of the short-term debt securities generally will betreated as ordinary interest income to the extent of the OID that has accrued through the dateof such disposition. Furthermore, a non-electing U.S. Holder of 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 the debt securities does notexceed the total non-contingent principal payments due in respect of the debt securities bymore 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 theissue date or (B) 15% of the total non-contingent principal payments, and (ii) the debt
securities provide for stated interest, paid or compounded at least annually, at “current values”
of (A) one or more “qualified floating rates,” (B) a single fixed rate and one or more qualified
floating rates, (C) a single “objective rate,” or (D) a single fixed rate and a single objective
rate that is a “qualified inverse floating rate.” A current value of a rate is the value of the rateon any date that is no earlier than three months prior to the first day on which that value is ineffect and no later than one year following that first day.
A “qualified floating rate” is any variable rate where variations in the value of suchrate can reasonably be expected to measure contemporaneous variations in the cost of newly
borrowed funds in the currency 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 floatingrate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that isgreater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also
constitute a qualified floating rate. In addition, two or more qualified floating rates that canreasonably be expected to have approximately the same values throughout the term of thevariable 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 stated interest (i.e., a governor) may, under certain
circumstances, fail to be treated as a qualified floating rate unless such restrictions are fixed
throughout the term of the variable rate debt securities or are reasonably expected to not havea 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 isdetermined using a single 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 iswithin the control of the issuer (or a related party) or that is unique to the circumstances of the155issuer (or a related party), such as dividends, profits, or the value of the issuer’s stock (althougha rate does not fail to be an objective rate merely because it is based on the credit quality of theissuer). An objective rate is a “qualified inverse floating rate” if the rate is equal to a fixed rateminus a qualified floating rate, as long as variations in the rate can reasonably be expected toinversely reflect contemporaneous variations in the qualified floating rate. The Treasury
regulations also provide that 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 rateor an objective rate and if the variable rate on the issue date is intended to approximate the fixed
rate (e.g., the value of 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 a single objective rate throughout their term, and such interest is unconditionally
payable in cash or property (other than debt instruments of the issuer) at least annually, then allstated interest on such variable rate debt securities will constitute qualified stated interest that isincluded in gross income by U.S. Holders as received or accrued in accordance with theirregular 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, the amount 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 describedabove by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified
floating rate or qualified inverse floating rate, the value as of the issue date of 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 forthe variable rate debt securities. The qualified stated interest allocable to an accrual period isincreased (or decreased) if the interest actually paid during an accrual period exceeds (or is lessthan) the interest that was accrued under the foregoing approach.
For other variable rate debt securities, the timing and amount of OID and qualifiedstated interest will be determined by converting the variable rate debt securities into
“equivalent fixed rate debt instruments.” The conversion 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 the qualified
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 thatreflects the yield that is reasonably expected for the variable rate debt securities. In the case ofvariable rate debt securities that provide for stated interest 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 thevariable rate debt securities provide for a qualified inverse floating rate). Under suchcircumstances, the qualified floating rate or qualified inverse floating rate that replaces the
fixed rate must be such that the fair market value of the variable rate debt securities as of theirissue date is approximately the same as the fair market value of an otherwise identical debt
156

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 a qualified 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 statedinterest, if any, are determined for the equivalent fixed rate debt instruments by applying thegeneral 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 accruedor paid with respect to the equivalent fixed rate debt instruments in the event that suchamounts differ from the actual amount of interest accrued or paid on the variable rate debt
securities during the accrual period.
Contingent Payment Debt Securities. If debt securities provide for variable rates ofinterest or other contingent payments but fail to qualify as variable rate debt securities under therules described above, then the debt 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 lessthan the applicable 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 estimatesof the amount and timing of all contingent payments on the debt 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 be made for such differences. A net positive adjustment for theamount 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 the taxable
year are less than the projected contingent payments for such taxable year (i) first, will reduce
the amount of interest required to be accrued in the current taxable year, (ii) second, any
negative adjustments that exceed the amount of interest accrued in the current year will betreated 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 be treated 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 in157

such a disposition would be treated as an ordinary loss to the extent that the holder’s totalinterest 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 ascontingent 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 at original issue at or above the issue price and other than short-term debt securities)
for an amount that is less than their stated redemption price at maturity or, in the case of OID
debt securities, their revised issue price, the amount of the difference will be treated as “market
discount” for U.S. federal income tax purposes, unless that difference is less than a specified deminimis amount. Under the market discount rules, a U.S. Holder generally will be required totreat 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 by the U.S. Holder. In addition, a U.S. Holder
may be required to defer until the maturity of the debt securities, or their 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, under either 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 obligations acquired 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 amountgreater than their adjusted issue price but less than the sum of all amounts (other than qualifiedstated interest) payable with respect to the OID debt securities after the date of acquisition, theOID 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 amountin excess of the sum of all amounts payable on the debt securities after the purchase date other158

than payments of qualified stated interest, the U.S. Holder will be considered to havepurchased the debt securities at a “premium” for U.S. federal income tax purposes. In suchcase, the U.S. Holder generally may elect to amortize the premium over the remaining 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 toinclude OID, if any, in gross income in respect of the debt securities. In the case of debt
securities that provide for alternative payment schedules, the amount of premium generally isdetermined by assuming that a holder will exercise or not exercise options in a manner thatmaximizes the holder’s yield, and that the issuer will exercise or not exercise options in amanner 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 grossincome) held or subsequently acquired by a U.S. Holder on or after the first day of the firsttaxable year to which the election applies and is irrevocable without the consent of the IRS.
Prospective investors should consult their own tax advisors before making this election.
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 forany taxable year under the constant yield method described above. For purposes of thiselection, interest includes stated interest, acquisition discount (the difference between an
instrument’s stated redemption price at maturity and a holder’s basis), OID, de minimis OID,
market discount, de minimis market discount, and unstated interest, as adjusted by any
amortizable bond premium or acquisition premium. If a U.S. Holder makes this election fordebt securities with amortizable bond premium, the election is treated as an election under theamortizable bond premium rules described above and the electing U.S. Holder will be
required to amortize bond premium for all other debt instruments with amortizable bondpremium 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 other taxable disposition of debt securities, a U.S. Holder generally willrecognize U.S. source gain or loss equal to the difference between the amount realized upon
the sale, retirement or other taxable disposition (other than amounts representing accrued andunpaid qualified stated interest, which will be taxable as ordinary interest income to the extent
not previously included in gross income) and the U.S. Holder’s adjusted tax basis of the debt
securities. In 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 discountpreviously included in gross income and reduced by any amortized premium and certain cash
payments previously received in respect of the debt securities other than qualified statedinterest 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, andexcept with respect to gain or loss attributable to changes in exchange rates (as discussed
below), such gain or loss generally will be capital gain or loss and will be long-term capitalgain or loss if at the time of sale, retirement or other taxable disposition the debt
159

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 aforeign currency (“foreign currency debt securities”), U.S. Holders will need to calculate andconvert income into U.S. dollar values, and may be required to account for gain or loss inrespect of exchange rate fluctuations, in accordance with special rules. In general, if aninterest 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 that payment is received, regardless of whether the payment in fact isconverted into U.S. dollars at that time. The U.S. Holder will not recognize any exchange gainor 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 eachtaxable year the U.S. dollar value of the interest that has accrued during such year, determinedby translating interest at the average rate of exchange for the period or periods during whichinterest 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 suchforeign currency on the date received, and the U.S. dollar value of the interest income that the
U.S. Holder has previously included in gross income with respect to the payment. Any
exchange gain or loss generally will be treated as ordinary income or loss, but will not betreated as interest income or expense, except to the extent provided in Treasury regulations oradministrative pronouncements of the IRS.
For purposes of translating interest accruals under the foregoing rules, the average rateof 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 isreasonably 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 the accrual
period (or last day of the taxable year in the case of an accrual period that straddles the U.S.
Holder’s taxable year), or on the date that the interest payment is received if that date is within
five business days of the end 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 firstday of the first taxable year to which the election applies and is irrevocable without theconsent 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 thesame manner as interest income accrued by a U.S. Holder using the accrual method of160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 theextent 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 bytranslating any foreign currency received at the spot rate for the foreign currency on the dateof payment). For this purpose, all receipts on foreign currency debt securities will be viewed(i) first, as the receipt of any periodic interest payments provided under the terms of theforeign currency debt securities, (ii) second, as the receipt of previously accrued OID (to theextent 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 theU.S. dollar value of the foreign currency paid, determined at the time of purchase. In the caseof foreign currency debt securities that are traded on an established securities market, a cashmethod 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 time of purchase attributable to the difference at the time ofpurchase, if any, between the U.S. Holder’s adjusted tax basis in the foreign currency and thefair market value of the foreign currency debt securities, in U.S. dollars, on the date ofpurchase. 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 thesale, retirement or other taxable disposition of foreign currency debt securities, the amountrealized will be the U.S. dollar value of the amount realized in the foreign currency (other thanamounts attributable to accrued but unpaid interest, which generally will be treated as apayment of interest), determined at the time of the sale, retirement or other taxable 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 aforeign currency and traded on an established securities market, a cash basis U.S. Holder (oran accrual basis U.S. Holder that so elects) will determine the U.S. dollar value of the amountrealized by translating at the spot rate in effect on the settlement date of the sale. A U.S.
Holder will recognize exchange gain or loss attributable to the movement in exchange 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 thesale, retirement or other taxable disposition of foreign currency debt securities will be equal to
the U.S. dollar value of the foreign currency, determined at the time of the sale, retirement or161

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,
but will not be treated as interest income or expense, except to the extent provided in Treasury
regulations or administrative pronouncements of the IRS.
Special rules apply to foreign currency debt securities that are denominated in one ofcertain 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 ofsuch debt securities before deciding to purchase such debt securities.
Reportable Transactions. Applicable Treasury regulations require taxpayers thatparticipate 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 thetransactions, 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 “reportable transaction” for any investor depends on that investor’s
particular circumstances. The regulations provide that, in addition to certain other transactions,a “loss transaction” constitutes a “reportable transaction.” A “loss transaction” 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 specificallyprovide 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 realizedwith respect to foreign currency debt securities may constitute a Section 988 transaction, and aholder 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 with respect 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 maintenancerequirements apply to an offering of such debt 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 paidout of our current or accumulated 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
162not exceed the U.S. Holder’s adjusted tax basis in the shares of common or preferred stockwith respect to which the distribution is paid, 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
be taxable 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 forpreferential rates of U.S. federal income tax, provided certain conditions and requirements are
satisfied, such as minimum holding period requirements. U.S. Holders that are corporations may
be eligible for a partial dividends-received deduction with respect to dividend distributions thatare 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 we will havesufficient 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 tosuch U.S. Holders’ tax basis in the common or preferred stock could be characterized as“extraordinary dividends” (as defined 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 thecommon or preferred stock by the portion of such dividend that is not taxed because of thedividends 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 who are individuals and who receive an “extraordinary dividend” would be
required to treat any losses on the sale of the 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 in common or preferredstock 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 will recognize capital gain or loss upon the sale or other taxable disposition ofcommon or preferred stock in an amount equal to the difference between the sum of the fairmarket 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 the time of thedisposition. Any such capital gain will be long-term capital gain if the common or preferredstock has 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 forpreferential 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 preferred stock generally will be treated under Section 302 of the Code as a distribution
unless the redemption satisfies one of the tests set forth in Section 302(b) of the Code and is163therefore treated as a sale or exchange of the common or preferred stock that is redeemed. If aredemption of shares of common or preferred stock is treated as a sale or exchange, theredemption will be taxable as described under “—Sale or Other Taxable Dispositions ofCommon 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 oraccumulated earnings and profits, as described above 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” withrespect 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 andpreferred 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 ourcommon 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, theredemption 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 the Code will be satisfied with respect to any particular U.S.
Holder depends upon the facts and circumstances at the time of the redemption.
If a redemption of shares of common or preferred stock is treated as a distribution, theentire amount received 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 thetax 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 ofdetermining the tax consequences resulting from redemption of shares of common or preferredstock 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 thespecific terms of the preferred stock (such as any put or call option or redemption provisions,any conversion or exchange features and the price at which the preferred stock is sold).
Prospective investors should carefully examine the applicable prospectus supplement andshould 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 specialclass of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the164

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 for the taxable year over a certain threshold(which in the case of individuals will be between $125,000 and $250,000, depending on theindividual’s circumstances). 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 andcommon and preferred stock, unless such income and net gain is derived in the ordinary courseof the conduct of a trade or business (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 ofinterest (including OID, if any) on the debt securities by us or our paying agent to any NonU.S. Holder will be exempt from U.S. federal income tax (including withholding tax),
provided that:•

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;•the Non-U.S. Holder is not a controlled foreign corporation related, directly or
indirectly, to us through stock ownership or a bank receiving interest describedin Section 881(c)(3)(A) of the Code;•the interest is not effectively connected with the conduct by the Non-U.S.
Holder of a trade or business within the United States (or, if a tax treaty
applies, is not attributable to a permanent establishment maintained by the
Non-U.S. Holder in the United States);•

the interest is not considered contingent interest under Section 871(h)(4)(A) of
the Code and the Treasury regulations thereunder; and•the 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 other successor form, underpenalties of perjury, that such beneficial owner is not a U.S. person and provides its name andaddress, and (ii) the beneficial owner files IRS Form W-8BEN or other successor form withthe paying agent, or in the case of debt securities held on behalf of the beneficial owner by asecurities clearing organization, bank, or other financial institution holding customers’
securities in the ordinary course of its trade or business, such financial institution files with the165

paying agent a statement that it has received the IRS Form W-8BEN or other successor form
from the beneficial owner and furnishes the paying agent with a copy. With respect to debt
securities held by a foreign partnership, unless the foreign partnership has entered into a
withholding agreement with the IRS, the foreign partnership generally will be required toprovide an IRS Form W-8IMY or other successor form and to associate with such form anappropriate 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 grossamount 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, andthe Non-U.S. Holder claims the benefit of that treaty by providing a properly completed andduly executed IRS Form W-8BEN or other successor form establishing qualification for
benefits under the treaty, or (b) interest (including OID, if any) on the debt securities iseffectively connected with the Non-U.S. Holder’s conduct of a trade or business in the UnitedStates and the Non-U.S. Holder provides an appropriate statement to that effect on a properly
completed and duly executed Form IRS Form W-8ECI or W-8BEN, as applicable, or othersuccessor form. If a Non-U.S. Holder of debt securities is engaged in the conduct of a trade orbusiness in the United States, and interest (including OID, if any) on the debt securities iseffectively connected with the conduct of such trade or business (and, if required by anapplicable 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. Holder that is a foreign corporation may be subject toa 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.
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 the sale, retirement or other taxable disposition of the debt securities, unless:•the Non-U.S. Holder is an individual who is present in the U.S. for 183 days ormore in the taxable year of the disposition and certain other conditions are met; or•the gain is effectively connected with the Non-U.S. Holder’s conduct of a tradeor business in the United States (and, if required by an applicable tax treaty, isattributable to a permanent establishment 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
166exceed its U.S.-source capital losses. If the second 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 otherdisposition 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 anapplicable 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 inrespect 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 toclaim 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 other applicable or successorform) 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 ofa trade or business within the United States (and, if required by an applicable income tax
treaty, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the
United States) generally are exempt from the 30% U.S. federal withholding tax. Instead, anysuch 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 withcertification (for example, IRS Form W-8ECI or other applicable or successor form) and otherrequirements 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 be 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 andhave 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 UnitedStates 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 and Preferred Stock—Redemptions of Common Stock or Preferred Stock,”the proceeds received from a redemption of shares of common or preferred stock may betreated as a distribution in certain circumstances, in which case, the discussion above under“—Distributions” would be applicable.
167

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 thespecific terms of the preferred stock (such as any put or call option or redemption provisions,any conversion or exchange features and the price at which the preferred stock is sold).
Prospective investors should carefully examine the applicable prospectus supplement andshould 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 toinformation reporting requirements with respect to (i) payments of principal, premium (ifany), 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 other disposition of, thecommon 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 allinterest or dividends required to be shown on its U.S. federal income tax returns; or (iii) in
certain circumstances, fails to comply with applicable certification 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 intheir particular situations, the availability of an exemption therefrom, and the procedure forobtaining 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, anddividends on the common or preferred stock, paid to the Non-U.S. Holder and the amount of
U.S. federal withholding tax, if any, deducted from those payments. 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 of common or preferred stock provided that we or our paying
agent does not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S.
person (as defined under the Code), and we or our paying agent has received from the NonU.S. Holder an appropriate certification of non-U.S. status (i.e., IRS Form W-8BEN or otherapplicable IRS Form W-8). Information reporting and, depending on the circumstances,
backup withholding will apply to the payment of the proceeds of a sale of debt securities orshares of common or preferred stock, as the case may be, that is effected within the UnitedStates or effected outside the United States through certain U.S.-related financial
168

intermediaries, unless the Non-U.S. Holder certifies under penalty of perjury as to its non-U.S.
status, and the payor does not have actual knowledge or reason to know that the 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 advisers regarding the application of information reporting and backup
withholding in their particular situations, the availability of an exemption therefrom, and theprocedure 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 on withholdable payments (as defined below) made to a foreign financial
institution, unless such institution enters into an agreement with the Treasury to, among otherthings, collect and provide to it substantial information regarding such institution’s United States
financial account holders, including certain account holders that are foreign entities with UnitedStates owners. The legislation also generally imposes a 30% withholding tax on withholdable
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 and indirect substantial United States owners of the entity. “Withholdable
payments” include payments of interest (including OID) with respect to debt securities anddistributions in respect of common or preferred stock from sources within the United States, aswell as gross proceeds from the sale of any property of a type which can produce interest or
distributions from sources within the United States, unless the payments of interest, distributions
or gross proceeds are effectively connected with the conduct of a United States trade or businessand taxed as such. As enacted, these withholding and reporting obligations generally apply to
payments made after December 31, 2012 with respect to any debt securities other than debt
securities outstanding on March 18, 2012 and with respect to common and preferred stock
regardless of the stock’s issue date. Under final Treasury regulations and other administrative
guidance, these withholding and reporting requirements with respect to interest and distributions
will be delayed until July 1, 2014, and withholding on gross proceeds will be delayed until
January 1, 2017. Further, withholding will not apply to debt securities outstanding on July 1,
2014, unless such debt securities undergo a significant modification after that date. Anintergovernmental agreement between the United States and an applicable foreign country, or
future Treasury regulations, may modify these requirements. Investors are urged to consult theirown tax advisors regarding the application of the legislation and Treasury regulations to the debt
securities.

169

EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
Under EC Council Directive 2003/48/EC (the “Directive”) on the taxation of savings
income (as amended by an EU Council Directive adopted by the European Council on
March 24, 2014), each Member State of the European Union (each an “EU Member State”) is
required to provide to the tax authorities of another EU Member State details of payments ofinterest and certain other types of income paid by a person within its jurisdiction to, or
collected by such a person for, an individual resident in that other EU Member State or certain
other types of entity or legal arrangement in that other EU Member State. However, for atransitional period, Austria and Luxembourg may instead apply a withholding system in
relation to such payments deducting tax at a rate of 35%. Luxembourg has announced that it
will no longer apply the withholding tax system from January 1, 2015 and will provide detailsof payments of income from this date.
A number of non-EU countries including Switzerland, and certain dependent or
associated territories of certain EU Member States, have adopted similar measures (either
provision of information or transitional withholding) in relation to payments made by a person
within its jurisdiction to, or collected by such a person for, an individual resident or certain
limited types of entity established in a EU Member State. In addition, the EU Member States
have entered into provision of information or transitional withholding arrangements withcertain of those dependent or associated territories in relation to payments made by a person in
an EU Member State to, or collected by such a person for, an individual resident or certain
limited types of entity established in one of those territories.

170

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We may sell the securities offered under this prospectus through agents, throughunderwriters or dealers or directly to one or more purchasers. We may also offer the securities
in exchange for our outstanding indebtedness.
Underwriters, dealers and agents that participate in the distribution of the securities
offered under this prospectus may be underwriters as defined in the Securities Act of 1933 andany discounts or commissions received by them from us and any profit on the resale of theoffered securities by them may be treated as underwriting 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 termsof the offering, including the initial public offering price, any discounts or concessions
allowed or reallowed or paid to underwriters, 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.
The distribution of the securities offered under this prospectus may occur from time totime in one or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, 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 thisprospectus by use of an electronic 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, thenature 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, butthey may include, among others:•commercial and savings banks;•

insurance companies;•

pension funds;•

investment companies; and•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 that171

govern the purchaser. The dealers and our agents 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 Advisors, LLC and Wells Fargo Securities, LLC may help place some of the
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 inaccordance with Rule 5121 of FINRA.
This prospectus, together with any applicable prospectus supplement, may also be usedby our affiliates, including, but not limited to, Wells Fargo Advisors, LLC and Wells Fargo
Securities, 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. Suchaffiliates may act as principals or agents in such transactions. None of our affiliates have any
obligation to make a market in any of the offered securities 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 inmarket-making transactions. Wells Fargo Advisors, LLC and Wells Fargo Securities, LLC, or
another of our affiliates, may use this prospectus in a market-making transaction in any ofthese securities after their initial sale. Information about the trade and settlement dates, as wellas 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 theunderwriters, dealers or agents may be required to make as a result 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 ofsuch securities or any other securities the prices of which may be used to determine payments onsuch securities. These transactions may include short sales, stabilizing transactions andpurchases to cover positions created by short sales. Short sales involve the sale by underwritersof a greater number of securities than the underwriters are required to purchase in 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 the172other underwriters have repurchased securities sold by or for the account of such underwriterin 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 by underwriters 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 an established trading market. If we sell a security offered bythis prospectus to an underwriter for public offering and sale, the underwriter may make amarket 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 research, principal investment, hedging, financing andbrokerage activities. Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the ordinary 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 andactively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of theircustomers, and such investment and securities activities may involve securities andinstruments of ours or our affiliates. Certain of the underwriters and agents and their affiliates
may have a lending relationship with us and hedge their credit exposure to us consistent with
their customary risk management policies. Typically, such underwriters, agents or theiraffiliates would hedge such exposure by entering into transactions which consist of either thepurchase of credit default swaps or the creation of short positions in our securities, including
potentially the securities offered hereby. Any such short positions could adversely affectfuture 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 otherhedging transactions with, or arranged by, underwriters or agents or their affiliates. These
underwriters or agents or their affiliates may receive compensation, trading gain or otherbenefits from these transactions. The underwriters and agents 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 thatthey 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 of such securities or financial instruments andmay at any time hold, or recommend to clients that they acquire, long or short positions insuch securities and instruments.
173

Sales Restrictions
GeneralEach underwriter will agree that it will, to the best of its knowledge and belief, comply
with all applicable securities laws and regulations in force in any jurisdiction in which itpurchases, offers, sells or delivers 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 suchsecurities under the laws and regulations in force in any jurisdiction to which it is subject or inwhich it makes purchases, offers, sales or deliveries. We will not have any responsibility for
an underwriter’s compliance with applicable securities laws.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter
will represent and agree, with respect to the securities offered and sold by it, that it has notmade and will not make an offer of the securities to the public in that Relevant Member Stateprior to the publication of a prospectus in relation to the securities which has been approvedby the competent authority in that Relevant Member State or, where appropriate, approved inanother Relevant Member State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive, except that it may make anoffer of the securities to the public in that Relevant Member State at any time:•to legal entities which are “qualified investors” as defined in the Prospectus
Directive;•

to fewer than 100 or, if the Relevant Member State has implemented therelevant provisions of the 2010 PD Amending Directive, 150, natural or legal
persons (other than qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the issuer;•

if the minimum denomination per note amounts to at least EUR 100,000 (or theequivalent in another currency);•

only to investors who acquire securities for a total consideration of at least
EUR 100,000 (or the equivalent in another currency) per investor, for eachoffer on the securities; or•in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of securities shall result in a requirement for the publication of aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive or any measure implementing theProspectus Directive in a Relevant Member State and each person who initially acquires any
174securities or to whom any offer is made under the offer will be deemed to have represented,
acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e)of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of the securities to the
public” in relation to any securities in any Relevant Member State means the communicationin any form and by any means, presenting sufficient information on the terms of the offer andthe securities to be offered, so as to enable an investor to decide to purchase or subscribe to
the securities, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes
any relevant implementing measure in each Relevant Member State and the expression “2010
PD Amending Directive” means Directive 2010/73/EU.
This prospectus has been prepared on the basis that all offers of the securities in any
Member State of the European Economic Area will be made pursuant to an exemption under
Article 3(2) of the Prospectus Directive, as implemented in that Relevant Member State, fromthe requirement to publish a prospectus for offers of the securities. Accordingly, any person
making or intending to make any offer of the securities in that Relevant Member State may
only do so in circumstances in which no obligation arises for us, our affiliates or any of theunderwriters to publish a prospectus pursuant to the Prospectus Directive for such offer.
Neither we nor any underwriter will authorize the making of any offer of the securities incircumstances in which an obligation arises for us or any underwriter to publish a prospectus
pursuant to the Prospectus Directive for such offer.
Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, each underwriter will represent and agree withrespect to the securities offered or sold by it, that:•in relation to any securities, which have a maturity of less than one year, (1) itand each of its affiliates is a person whose ordinary activities involve it inacquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business and (2) it and each of its affiliates has notoffered or sold and will not offer or sell any securities other than to persons
whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of theirbusinesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of theirbusinesses where the issue of the securities would otherwise constitute acontravention of Section 19 of the Financial Services and Markets Act 2000 (asamended) (the “FSMA”) by us;

175

•

it and each of its affiliates has complied, and will comply, with all applicableprovisions of the FSMA with respect to anything done by it in relation to thesecurities in, from or otherwise involving the United Kingdom; and•it and each of its affiliates has only communicated, or caused to becommunicated, and will only communicate, or cause to be communicated, an
invitation or inducement to engage in investment activity (within the meaningof Section 21 of the FSMA) received by it in connection with the issue or saleof the securities in circumstances in which Section 21(1) of the FSMA does not
apply to it, its affiliates or us.

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 themeaning 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 made thereunder, or(iii) in other circumstances which do not result in the document being a “prospectus” within
the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32, Laws of Hong Kong), and no advertisement, invitation or document relating to thesecurities may be issued or may be in the possession of any person for the purpose of issue (ineach 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 sounder 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.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this prospectus and any other document or material in connection
with the offer or sale, or invitation 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 andFutures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person
pursuant to Section 275(1A), 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 by a relevant
person which is: (a) a corporation (which is not an accredited investor) the sole business ofwhich is to hold investments and the entire share capital of which is owned by one or more176

individuals, 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 anaccredited investor, shares, debentures and units of shares and debentures of that corporationor the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months afterthat corporation or that trust has acquired the securities under Section 275 except: (1) to an
institutional investor under Section 274 of the SFA or to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275
of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
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 eachunderwriter will represent that it will not, directly or indirectly, offer or sell any securities inJapan or to, or for the benefit of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity organized under the laws ofJapan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident ofJapan, 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 and ministerial guidelines of Japan.
Purchasers of our securities may be required to pay stamp taxes and other charges inaccordance with the laws and practices of the country of purchase in addition to the price topublic disclosed in the applicable prospectus supplement.
LEGAL OPINIONS
Faegre Baker Daniels LLP will issue an opinion about the legality of the securities
offered by this prospectus. Mary E. Schaffner, who is our Senior Company Counsel, or
another of our lawyers, will issue an opinion to the underwriters or agents on certain mattersrelated to the securities. Ms. Schaffner owns, or has the right to acquire, a number of shares ofour 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
be passed 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. Ms. Schaffner 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, 2013 and 2012, and for each of the years in the three-year period ended
December 31, 2013, and management’s assessment of the effectiveness of internal control overfinancial reporting as of December 31, 2013 have been incorporated by reference herein in reliance
upon the reports of KPMG LLP, independent registered public accounting firm, incorporated byreference herein, and upon the authority of said firm as experts in accounting and auditing.
177

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.
TABLE OF CONTENTS
Page
Prospectus Supplement
About This Prospectus Supplement . . . . . . . . . . . .
S-2
Wells Fargo & Company . . . . . . . . . . . . . . . . . . . . .
S-2
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Description of the Series U Preferred Stock . . . . . . S-15
Description of the Depositary Shares . . . . . . . . . . . S-24
Description of Capital Stock . . . . . . . . . . . . . . . . . . S-26
Registration and Settlement . . . . . . . . . . . . . . . . . . S-27
U.S. Federal Income Tax Considerations . . . . . . . . S-31
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . S-31
Underwriting (Conflicts of Interest) . . . . . . . . . . . . S-32
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-37
Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . .
3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Ratios of Earnings to Fixed Charges and to Fixed
Charges and Preferred Stock Dividends . . . . . . . . .
6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Description of Debt Securities . . . . . . . . . . . . . . . . . .
12
Description of Preferred Stock . . . . . . . . . . . . . . . . . .
58
Description of Depositary Shares . . . . . . . . . . . . . . . . 130
Description of Common Stock . . . . . . . . . . . . . . . . . . 134
Description of Purchase Contracts . . . . . . . . . . . . . . . 137
Description of Securities Warrants . . . . . . . . . . . . . . . 144
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . 149
Certain U.S. Federal Income Tax Considerations . . . 151
EU Directive on the Taxation of Savings Income . . . 170
Plan of Distribution (Conflicts of Interest) . . . . . . . . . 171
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

Wells Fargo & Company

2,000,000 Depositary Shares,
Each Representing a
1/25th Interest in a Share of
5.875% Fixed-to-Floating Rate
Non-Cumulative Perpetual Class A
Preferred Stock, Series U

PROSPECTUS SUPPLEMENT

Wells Fargo Securities