Form of Note Linked to a Diversified Equity Basket due May 7, 2015



 Exhibit 4.1 
 [Face of Note] 
 Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

			
	CUSIP NO. 949746 QF1	 	FACE AMOUNT: $
	REGISTERED NO.	 	

 WELLS FARGO & COMPANY 
 Notes Linked to a Diversified Equity Basket 
 due May 7, 2015 
 WELLS FARGO & COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & Co., or registered assigns, an amount equal to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts, on the Stated Maturity Date. The “Initial Stated Maturity Date” shall be May 7, 2015. If no Market Disruption Event (as defined below) occurs or is continuing with respect to a Basket Component (as defined below) on the
scheduled Valuation Date (as defined below), the Initial Stated Maturity Date will be the “Stated Maturity Date.” If a Market Disruption Event occurs or is continuing on the scheduled Valuation Date with respect to a Basket
Component, the “Stated Maturity Date” shall be the later of (i) three Business Days (as defined below) after the postponed Valuation Date with respect to such Basket Component (or, if the Valuation Date is postponed with
respect to more than one Basket Component, three Business Days after the latest postponed Valuation Date) and (ii) the Initial Stated Maturity Date. This Security shall not bear any interest. 







 Any payments on this Security at Maturity will be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose. 
  

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 Determination of Maturity Payment Amount 
 “Maturity Payment Amount” shall mean, for each $1,000 Face Amount of this Security: 
  

	 	•	 	 if the Final Basket Level is greater than the Initial Basket Level, $1,000 plus the Additional Amount; 


  

	 	•	 	 if the Final Basket Level is equal to the Initial Basket Level or is at least 80% of the Initial Basket Level, $1,000; and



  

	 	•	 	 if the Final Basket Level is less than 80% of the Initial Basket Level, $1,000 minus the product of 


  

	 	•	 	 $1,000; and 


  

	 	•	 	 Initial Basket Level – Final Basket Level - .20 


 Initial Basket Level 
 “Additional Amount” shall mean, for each $1,000 Face Amount of this Security, an amount equal to the product of: 
  

	 	•	 	 $1,000; 


  

	 	•	 	 Participation Rate; and 


  

	 	•	 	 Final Basket Level – Initial Basket Level 


 Initial Basket Level 
 The “Participation Rate” is 1.08.

 The “Initial Basket Level” is 100. 
 The “Final Basket Level” shall be equal to the product of (i) 100 and (ii) an amount to equal to 1 plus the sum
of: (A) 50% of the Component Return of the S&P 500 Index; (B) 30% of the Component Return of the iShares MSCI EAFE Index Fund; and (C) 20% of the Component Return of the iShares MSCI Emerging Markets Index Fund. 
 The “Component Return” of a Basket Component shall be equal to: 
 Final Component Level – Initial Component Level 
 Initial Component Level 
 where, 
  

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	 	•	 	 the “Initial Component Level” is the Closing Level of such Basket Component on the Pricing Date; and 


  

	 	•	 	 the “Final Component Level” is the Closing Level of such Basket Component on the Valuation Date. 


 The Initial Component Levels of the Basket Components are as follows: S&P 500 Index (1036.19); iShares MSCI EAFE Index Fund (53.30); and iShares MSCI
Emerging Markets Index Fund (37.56). 
 “Adjustment Factor” means, with respect to a share of an iShares Fund,
1.0, subject to adjustment in the event of certain events affecting the shares of such iShares Fund as described in “—Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation.”

 “Basket Component” shall mean the S&P 500 Index (50%); the iShares MSCI EAFE Index Fund (30%); and the
iShares MSCI Emerging Markets Index Fund (20%), with each Basket Component having the weighting noted parenthetically. 
 “Calculation Agency Agreement” shall mean the Calculation Agency Agreement dated as of November 6, 2009 between the Company and the Calculation Agent, as amended from time to time. 
 “Calculation Agent” shall mean the Person that has entered into the Calculation Agency Agreement with the Company providing
for, among other things, the determination of the Final Basket Level, the Additional Amount, if any, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency
Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the Securities of this
series without the consent of the Holders of the Securities of this series and without notifying the Holders of the Securities of this series. 
 The “Closing Level” on any Trading Day (as defined herein) means (A) with respect to the S&P 500 Index, the closing level of the S&P 500 Index as reported by
Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) (or of any successor index (as defined herein), as reported by the index sponsor of the successor index) and (B) with respect to an
iShares Fund (as defined herein) (or any successor fund (as defined herein)), the product of (i) the Closing Price (as defined herein) of one share of such iShares Fund on such Trading Day and (ii) the Adjustment Factor applicable to such
iShares Fund on such Trading Day, as determined by the Calculation Agent as described in “—Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation.” 
 The “Closing Price” with respect to a share of an iShares Fund (or one unit of any other security for which a Closing Price
must be determined) on any Trading Day means: 
  

	 	•	 	 if the share (or any such other security) is listed or admitted to trading on a national securities exchange (other than The Nasdaq Stock Market), the
last reported sale price, regular way, of the principal trading session on such day on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the share (or any such other security)
is listed or admitted to trading; 


  

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	 	•	 	 if the share (or any such other security) is a security of The Nasdaq Stock Market, the Nasdaq official closing price published by The Nasdaq Stock
Market, Inc. on such day; or 


  

	 	•	 	 if the share (or any such other security) is neither listed or admitted to trading on any national securities exchange but is included in the OTC
Bulletin Board Service operated by the National Association of Securities Dealers, Inc., the last reported sale price of the principal trading session on the OTC Bulletin Board on such day. 


 If the shares of an iShares Fund (or any such other security) are listed or admitted to trading on any national securities exchange or are securities of The
Nasdaq Stock Market but the last reported sale price or Nasdaq official closing price, as applicable, is not available pursuant to the preceding sentence, then the Closing Price for one share (or one unit of any such other security) on any Trading
Day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on The Nasdaq Stock Market or the OTC Bulletin Board on such day. If, because of a Market Disruption Event or otherwise, the last
reported sale price or Closing Price, as applicable, for the share (or any such other security) is not available pursuant to either of the two preceding sentences, then the Closing Price for any Trading Day will be the mean, as determined by the
Calculation Agent, of the bid prices for the share (or any such other security) obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Wells Fargo
affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. The term “security of The Nasdaq Stock Market” will include a security included in any
successor to such system, and the term OTC Bulletin Board Service will include any successor service thereto. See “—Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation.”

 “Face Amount” shall mean, when used with respect to any Security or Securities of this series, the amount
set forth on the face of such Security or Securities as its or their “Face Amount.” 
 “iShares Fund”
shall mean the iShares MSCI EAFE Index Fund and the iShares MSCI Emerging Markets Index Fund individually, and “iShares Funds” shall mean the iShares MSCI EAFE Index Fund and the iShares MSCI Emerging Markets Index Fund
collectively. 
 The “Pricing Date” shall mean the date the notes were priced for initial sale to the public.

 A “Trading Day” is a day on which The New York Stock Exchange, The Nasdaq Stock Market, the American Stock
Exchange, the Chicago Mercantile Exchange, the Chicago Board of Options Exchange, or any successor thereto, and the over-the-counter market for securities in the United States are open for trading during regular trading sessions. 
  

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 The “Valuation Date” shall be the last Trading Day of April 2015, subject
to postponement due to the occurrence of a Market Disruption Event. If a Market Disruption Event occurs or is continuing with respect to a Basket Component on the scheduled Valuation Date, the Calculation Agent will determine the Closing Level of
such Basket Component by reference to the Closing Level of such Basket Component on the next Trading Day on which there is not a Market Disruption Event for such Basket Component; provided, however, if a Market Disruption Event occurs with respect
to a Basket Component on each of the five Trading Days following the originally scheduled Valuation Date, then (i) that fifth Trading Day will be deemed the Valuation Date for such Basket Component and (ii) the Calculation Agent will
determine the Closing Level of such Basket Component subject to a Market Disruption Event based on its good faith estimate of the Closing Level on that fifth Trading Day. Notwithstanding a postponement of the Valuation Date with respect to a Basket
Component that is subject to a Market Disruption Event, the originally scheduled Valuation Date will remain the Valuation Date for any Basket Component not subject to a Market Disruption Event. See “—Market Disruption Events.”

 Discontinuance Of The S&P 500 Index; Alteration Of Method Of Calculation 
 If S&P discontinues publication of the S&P 500 Index and S&P or another entity publishes a successor index or substitute index
(in any such case, referred to herein as a “successor index”) that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued S&P 500 Index, then any subsequent Closing Level of the S&P
500 Index will be determined by reference to the level of such successor index at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level is to be determined. 
 Upon any selection by the Calculation Agent of a successor index, the Company will promptly give notice to the Holders of the Securities of
this series. 
 If S&P discontinues publication of the S&P 500 Index prior to, and such discontinuance is continuing on,
the date that any Closing Level of the S&P 500 Index is to be determined and the Calculation Agent determines that no successor index is available at such time, then, on such date, the Calculation Agent will determine the Closing Level of the
S&P 500 Index to be used in computing the amount payable at stated maturity. Such Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the S&P 500 Index last in effect prior to
such discontinuance, using the Closing Price (or, if trading in the relevant security has been materially suspended or materially limited, its good faith estimate of the Closing Price that would have prevailed but for such suspension or limitation)
at the close of the principal trading session on such date of each security most recently comprising the S&P 500 Index on the primary organized exchange or Trading System (as defined herein). As used herein, “closing price”
means, with respect to any security on any date, the last reported sales price regular way on such date or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way on such date, in
either case on the primary organized exchange or Trading System on which such security is then listed or admitted to trading. 
  

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 If a successor index is selected or the Calculation Agent calculates a Closing Level as a
substitute for the S&P 500 Index, such successor index or Closing Level will be used as a substitute for the S&P 500 Index for all purposes, including for purposes of determining whether a Market Disruption Event exists. 
 If at any time the method of calculating the S&P 500 Index or a successor index, or the Closing Level thereof, is changed in a material
respect, or if the S&P 500 Index or a successor index is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the value of the S&P 500 Index or such successor index had such changes
or modifications not been made, then the Calculation Agent will, at the close of business in New York City on the date that any Closing Level of the S&P 500 Index is to be determined, make such calculations and adjustments as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable to the S&P 500 Index or such successor index, as the case may be, as if such changes or modifications had not been made. The
Calculation Agent will calculate the Closing Level of the S&P 500 Index and the amount payable at stated maturity with reference to the S&P 500 Index or such successor index, as adjusted. Accordingly, if the method of calculating the S&P
500 Index or a successor index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (for example, due to a split in the index), then the Calculation Agent will adjust such index in order to
arrive at a level of the S&P 500 Index or such successor index as if it had not been modified (for example, as if such split had not occurred). 
 Anti-dilution Adjustments Relating To An iShares Fund; Discontinuance Of An iShares Fund; Alternate Calculation 
 If the shares of an iShares Fund are subject to a stock split or reverse stock split, then once such split has become effective, the Adjustment Factor with respect to such shares will be adjusted to equal the product of the prior Adjustment
Factor for such shares and the number of shares issued in such stock split or reverse stock split with respect to one such share. 
 If an iShares Fund is de-listed, liquidated or otherwise terminated (a “Liquidation Event”), and a successor or substitute exchange traded fund exists that the Calculation Agent determines, in its sole discretion, to be
comparable to such iShares Fund, then any subsequent Closing Level will be determined by reference to the Closing Price of the shares of such successor or substitute exchange traded fund (such exchange traded fund being referred to herein as a
“successor fund”). 
 Upon any selection by the Calculation Agent of a successor fund, the Calculation Agent
will give notice to the Holders of the Securities. 
 If an iShares Fund undergoes a Liquidation Event prior to, and such
Liquidation Event is continuing on, the date that the Closing Level of such iShares Fund is to be determined and the Calculation Agent determines that no successor fund is available at such time, then the Calculation Agent will, in its discretion,
calculate the Closing Price for such iShares Fund on such date by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate such iShares Fund. 
  

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 If a successor fund is selected or the Calculation Agent calculates the Closing Price as a
substitute for an iShares Fund, such successor fund or Closing Price will be used as a substitute for such iShares Fund for all purposes, including for purposes of determining whether a Market Disruption Event exists. 
 If at any time the method of calculating an iShares Fund or a successor fund, or the underlying index, is changed in a material respect, or
if an iShares Fund or a successor fund is in any other way modified so that such exchange traded fund does not, in the opinion of the Calculation Agent, fairly represent the price of the shares of an iShares Fund or such successor fund had such
changes or modifications not been made, then the Calculation Agent will, at the close of business in New York City on the date that any Closing Level of such iShares Fund is to be determined, make such calculations and adjustments as, in the good
faith judgment of the Calculation Agent, may be necessary in order to arrive at a price of an exchange traded fund comparable to such iShares Fund or such successor fund, as the case may be, as if such changes or modifications had not been made, and
calculate the Closing Level of such iShares Fund or such successor fund, as adjusted. 
 Market Disruption Events 
 S&P 500 Index 
 A “Market Disruption Event” with respect to the S&P 500 Index will occur on any day if the Calculation Agent determines, in its sole discretion, any of the following: 
  

	 	•	 	 A material suspension or material limitation of trading in 20% or more of the underlying stocks which then comprise the S&P 500 Index or any
successor or substitute index (in any such case, referred to herein as a “successor index”) has occurred on that day, in each case, during the one-hour period preceding the Close of Trading on the primary organized U.S. exchange or
Trading System on which those stocks are traded or, if in the case of a common stock not listed or quoted in the United States, on the primary non-U.S. exchange, Trading System or market for that security. Limitations on trading during significant
market fluctuations imposed pursuant to New York Stock Exchange Rule 80B or any applicable rule or regulation enacted or promulgated by The New York Stock Exchange, any other exchange, Trading System or market, any other self regulatory organization
or the Securities and Exchange Commission of similar scope or as a replacement for Rule 80B, may be considered material. For purposes of this Security, “Trading System” includes bulletin board services.



  

	 	•	 	 A material suspension or material limitation has occurred on that day, in each case during the one-hour period preceding the Close of Trading in
options or futures contracts related to the S&P 500 Index or any successor index, whether by reason of movements in price exceeding levels permitted by the exchange, Trading System or market on which those options or futures contracts are traded
or otherwise. 


  

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	 	•	 	 Any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or
obtain market values for, the securities that then comprise 20% or more of the S&P 500 Index or any successor index, at any time during the one-hour period preceding the Close of Trading on that day. 


  

	 	•	 	 Any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or
obtain market values for, the futures or options contracts relating to the S&P 500 Index or any successor index on the primary exchange or quotation system on which those futures or options contracts are traded, at any time during the one-hour
period preceding the Close of Trading on that day. 


  

	 	•	 	 The closure of an exchange, Trading System or market on which the securities that then comprise 20% or more of the S&P 500 Index or any successor
index are traded or which futures or options contracts relating to the S&P 500 Index or any successor index are traded prior to its scheduled closing time unless the earlier closing time is announced by such exchange, Trading System or market at
least one hour prior to the earlier of (i) the actual closing time for the regular trading session of the exchange, Trading System or market and (ii) the submission deadline for orders to be entered in the exchange, Trading System or
market for execution on such Trading Day. 


 For purposes of determining whether a Market Disruption Event has
occurred: 
  

	 	•	 	 the relevant percentage contribution of a security to the level of the S&P 500 Index or any successor index will be based on a comparison of
(x) the portion of the level of the S&P 500 Index attributable to that security and (y) the overall level of the S&P 500 Index, in each case immediately before the occurrence of the Market Disruption Event; and



  

	 	•	 	 “Close of Trading” means 4 p.m., New York City time. 


 iShares Funds 
 A “Market Disruption Event” with respect to an iShares Fund will occur on any day if the Calculation Agent determines any of the following: 
  

	 	•	 	 A material suspension or material limitation of trading of the shares of such iShares Fund or any successor fund or of 20% or more of the underlying
stocks which then comprise the related underlying index has occurred on that day, in each case, during the one-hour period preceding the Close of Trading on the Relevant Exchange(s). 


  

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	 	•	 	 A material suspension or material limitation of trading has occurred on that day, in each case during the one-hour period preceding the Close of
Trading in options or futures contracts related to the shares of such iShares Fund or any successor fund or the related underlying index on the primary exchange or quotation system on which those futures or options contracts are traded, whether by
reason of movements in price exceeding levels permitted by an exchange, Trading System or market on which those options or futures contracts are traded or otherwise. 


  

	 	•	 	 Any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or
obtain market values for, the shares of such iShares Fund or any successor fund or the securities that then comprise 20% or more of the related underlying index, at any time during the one-hour period preceding the Close of Trading on that day.



  

	 	•	 	 Any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or
obtain market values for, the futures or options contracts relating to such iShares Fund or any successor fund or the related underlying index on the primary exchange or quotation system on which those futures or options contracts are traded, at any
time during the one-hour period preceding the Close of Trading on that day. 


  

	 	•	 	 The closure of the Relevant Exchange on which the shares of such iShares Fund or any successor fund or the securities that then comprise 20% or more of
the related underlying index are traded or on which futures or options contracts relating to such iShares Fund or any successor fund or the related underlying index are traded prior to its scheduled closing time unless the earlier closing time is
announced by the Relevant Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session of the Relevant Exchange and (ii) the submission deadline for orders to be entered in the Relevant
Exchange for execution at the Close of Trading on that day. 


 For purposes of determining whether a Market
Disruption Event has occurred: 
  

	 	•	 	 “Relevant Exchange” means the primary exchange or market of trading (which includes bulletin board services) for the shares of the
iShares Fund or any successor fund or for any security then included in the related underlying index; 


  

	 	•	 	 the relevant percentage contribution of a security to the level of the related underlying index will be based on a comparison of (x) the portion
of the level of such underlying index attributable to that security and (y) the overall level of such underlying index, in each case immediately before the occurrence of the Market Disruption Event; 


  

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	 	•	 	 a decision to permanently discontinue trading in the relevant futures or options contracts or exchange traded funds will not constitute a Market
Disruption Event; 


  

	 	•	 	 limitations on trading during significant market fluctuations imposed pursuant to New York Stock Exchange Rule 80B or any applicable rule or regulation
enacted or promulgated by The New York Stock Exchange, any other exchange, Trading System or market, any other self regulatory organization or the Securities and Exchange Commission of similar scope or as a replacement for Rule 80B, may be
considered material; and 


  

	 	•	 	 “Close of Trading” means, in respect of any Relevant Exchange, the scheduled weekday closing time on a day on which the Relevant
Exchange is scheduled to be open for trading for its respective regular trading session, without regard to after hours or any other trading outside the regular trading session hours. 


 Calculation Agent 
 The
Calculation Agent will determine the Maturity Payment Amount. In addition, the Calculation Agent will (i) determine if adjustments are required to the Closing Level of a Basket Component under the circumstances described in this Security,
(ii) if publication of the S&P 500 Index is discontinued, select a successor index or, if no successor index is available, determine the Closing Level under the circumstances described in this Security, (iii) if an iShares Fund
undergoes a Liquidation Event, select a successor fund or, if no successor fund is available, determine the Closing Level of such iShares Fund under the circumstances described in this Security and (iv) determine whether a Market Disruption
Event has occurred. 
 The Company covenants that, so long as any of the Securities of this series are Outstanding, there shall
at all times be a Calculation Agent (which shall be a broker-dealer, bank or other financial institution) with respect to the Securities of this series. 
 All determinations made by the Calculation Agent with respect to the Securities of this series will be at the sole discretion of the Calculation Agent and, in the absence of manifest error, will be
conclusive for all purposes and binding on the Company and the Holders of the Securities of this series. All percentages and other amounts resulting from any calculation with respect to the Securities of this series will be rounded at the
Calculation Agent’s discretion. 
 Reference is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 [The remainder of this
page has been left intentionally blank] 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 DATED: 
  

							
		 	WELLS FARGO & COMPANY
			
		 	By:	 	  

		 		 	Paul R. Ackerman
		 		 	Its:	 	Executive Vice President and
		 		 		 	Treasurer
	[SEAL]	 		 		 	
			
		 	Attest:	 	  

		 		 	Kerri L. Klemz
		 		 	Its:	 	Assistant Secretary

  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	This is one of the Securities of the series designated therein described in the within-mentioned Indenture.
	
	 CITIBANK, N.A.,
as Trustee

		
	By:	 	  

		 	Authorized Signature
		
		 	 OR

	
	 WELLS FARGO BANK, N.A.,
as Authenticating Agent for the Trustee

		
	By:	 	  

		 	Authorized Signature

  

 12 








 [Reverse of Note] 
 WELLS FARGO & COMPANY 
 Notes Linked to a
Diversified Equity Basket 
 due May 7, 2015 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the “Indenture”), between the Company and Citibank, N.A., as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof, limited in aggregate Face Amount to $            ; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the consent
of the Holders of the Securities of this series, issue additional Securities with the same terms as the Securities of this series, and such additional Securities shall be considered part of the same series under the Indenture as the Securities of
this series. 
 The Securities of this series are not subject to redemption at the option of the Company or repayment at the
option of the Holder hereof prior to May 7, 2015. The Securities will not be entitled to any sinking fund. 
 The Company
agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of Securities of this series. 
 If an Event of Default, as defined in the Indenture, with respect to Securities of this series shall occur and be continuing, the Maturity
Payment Amount (calculated as set forth in the next sentence) of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration
permitted under the Indenture will be equal to the Maturity Payment Amount hereof calculated as though the date of acceleration was the Valuation Date; provided, however, if such date is not a Trading Day or if a Market Disruption Event has occurred
or is continuing on that day, the next Trading Day on which there is not a Market Disruption Event will be deemed to be the Valuation Date. Upon payment of the amount so declared due and payable, all of the Company’s obligations in respect of
payment of the Maturity Payment Amount shall terminate. The Securities of this series will not bear a default rate of interest after the occurrence of an Event of Default or an acceleration under the Indenture. 
 The Company agrees, and by acceptance of a beneficial ownership interest in this Security each beneficial owner of this Security will be
deemed to have agreed (in the absence of a statutory,

  

 13 








 
regulatory, administrative or judicial ruling to the contrary), for United States federal income tax purposes to characterize and treat this Security as a pre-paid cash-settled forward contract
with respect to the basket comprised of the Basket Components. 
 The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected, acting together. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the
Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting together, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture.
Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series. Solely for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding
Securities in the requisite aggregate principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the “Face Amount” hereof. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security. 
 Section 403 and Article Fifteen of the Indenture and the provisions of
clause (ii) of Section 401(1)(B) of the Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the
Company with certain conditions set forth therein, shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security. 
 Article Sixteen of the Indenture shall not apply to this Security. 
 Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis,
Minnesota, a new Security or Securities of this series in authorized denominations for an equal aggregate Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein
and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith. 
 This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security
or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company receives such notice or becomes aware
of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default with respect to the
Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same terms and of authorized
denominations aggregating a like amount. 
  

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 This Security may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of
beneficial interests in this Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture. 
 No reference herein to the Indenture and no provision of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Maturity Payment Amount at the times and place, and in the coin or currency, herein prescribed, except as otherwise provided in this Security. 
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 No recourse shall be had for the payment of the Maturity Payment Amount, or for any claim based on this Security, or
otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly
waived and released. 
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture unless otherwise defined in this Security. 
 This Security shall be governed by and construed in
accordance with the laws of the State of New York. 
  

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 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

					
	TEN COM	 	--	 	as tenants in common
			
	TEN ENT	 	--	 	as tenants by the entireties
			
	JT TEN	 	--	 	 as joint tenants with right
 of
survivorship and not
 as tenants in common


  

							
	UNIF GIFT MIN ACT --	 	  
	 	Custodian	 	  

		 	(Cust)	 		 	(Minor)

  

	
	Under Uniform Gifts to Minors Act
	
	  

	(State)

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 
 Please Insert Social Security or 
 Other
Identifying Number of Assignee 
  

	
	  


  

	
	  

	
	  

	
	  


 (PLEASE PRINT OR TYPE
NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) 
  

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 the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute and appoint
                         attorney to transfer the said Security on the books of the Company, with full power of substitution in
the premises. 
  

			
	Dated:	 	  


  

	
	  

	
	  



 NOTICE: The signature to this assignment must correspond with the name as written upon the face
of the within instrument in every particular, without alteration or enlargement or any change whatever. 
  

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