Deposit Agreement, dated as of August 16, 2012



 Exhibit 4.2 
 DEPOSIT AGREEMENT 
 among 

Wells Fargo & Company, 
 as Issuer 
 Wells Fargo Bank, N.A. 

as Depositary, 

and 
 THE HOLDERS
FROM TIME TO TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 

Dated as of August 16, 2012 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I DEFINED TERMS	  	 	1	  
			
	Section 1.1.	 	 Definitions
	  	 	1	  
		
	ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES N PREFERRED
STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	  	 	3	  
			
	Section 2.1.	 	 Form and Transfer of Receipts
	  	 	3	  
			
	Section 2.2.	 	 Deposit of Series N Preferred Stock; Execution and Delivery of Receipts in Respect Thereof
	  	 	4	  
			
	Section 2.3.	 	 Registration of Transfer of Receipts
	  	 	5	  
			
	Section 2.4.	 	 Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series N Preferred Stock
	  	 	5	  
			
	Section 2.5.	 	 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
	  	 	6	  
			
	Section 2.6.	 	 Lost Receipts, etc
	  	 	6	  
			
	Section 2.7.	 	 Cancellation and Destruction of Surrendered Receipts
	  	 	7	  
			
	Section 2.8.	 	 Redemption of Series N Preferred Stock
	  	 	7	  
			
	Section 2.9.	 	 Receipts Issuable in Global Registered Form
	  	 	8	  
		
	ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND
THE COMPANY	  	 	9	  
			
	Section 3.1.	 	 Filing Proofs, Certificates and Other Information
	  	 	9	  
			
	Section 3.2.	 	 Payment of Taxes or Other Governmental Charges
	  	 	10	  
			
	Section 3.3.	 	 Warranty as to Series N Preferred Stock
	  	 	10	  
			
	Section 3.4.	 	 Warranty as to Receipts
	  	 	10	  
		
	ARTICLE IV THE DEPOSITED SECURITIES; NOTICES	  	 	10	  
			
	Section 4.1.	 	 Cash Distributions
	  	 	10	  
			
	Section 4.2.	 	 Distributions Other than Cash, Rights, Preferences or Privileges
	  	 	11	  
			
	Section 4.3.	 	 Subscription Rights, Preferences or Privileges
	  	 	11	  


  
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	Section 4.4.	 	 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
	  	 	12	  
			
	Section 4.5.	 	 Voting Rights
	  	 	13	  
			
	Section 4.6.	 	 Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc
	  	 	13	  
			
	Section 4.7.	 	 Delivery of Reports
	  	 	14	  
			
	Section 4.8.	 	 Lists of Receipt Holders
	  	 	14	  
		
	ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE
REGISTRAR AND THE COMPANY	  	 	14	  
			
	Section 5.1.	 	 Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	 	14	  
			
	Section 5.2.	 	 Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Company
	  	 	15	  
			
	Section 5.3.	 	 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company
	  	 	15	  
			
	Section 5.4.	 	 Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	 	17	  
			
	Section 5.5.	 	 Corporate Notices and Reports
	  	 	17	  
			
	Section 5.6.	 	 Indemnification by the Company
	  	 	18	  
			
	Section 5.7.	 	 Fees, Charges and Expenses
	  	 	18	  
		
	ARTICLE VI AMENDMENT AND TERMINATION	  	 	19	  
			
	Section 6.1.	 	 Amendment
	  	 	19	  
			
	Section 6.2.	 	 Termination
	  	 	19	  
		
	ARTICLE VII MISCELLANEOUS	  	 	19	  
			
	Section 7.1.	 	 Counterparts
	  	 	19	  
			
	Section 7.2.	 	 Exclusive Benefit of Parties
	  	 	20	  
			
	Section 7.3.	 	 Invalidity of Provisions
	  	 	20	  
			
	Section 7.4.	 	 Notices
	  	 	20	  
			
	Section 7.5.	 	 Depositary’s Agents
	  	 	21	  


  
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	Section 7.6.	 	 Appointment of Registrar and Transfer Agent in Respect of the Receipts
	  	 	21	  
			
	Section 7.7.	 	 Holders of Receipts Are Parties
	  	 	21	  
			
	Section 7.8.	 	 Governing Law
	  	 	21	  
			
	Section 7.9.	 	 Inspection of Deposit Agreement
	  	 	21	  
			
	Section 7.10.	 	 Headings
	  	 	21	  
			
	Exhibit A	 	 Form of Receipt
	  	 	A-1	  
			
	Exhibit B	 	 Certificate of Designation
	  	 	B-1	  


  
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 DEPOSIT AGREEMENT dated as of August 16, 2012, among (i) Wells Fargo &
Company, a Delaware corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary and (iii) the holders from time to time of the Receipts described herein. 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Non-Cumulative
Perpetual Class A Preferred Stock, Series N, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a fractional interest in the
Series N Preferred Stock deposited and for the execution and delivery of Receipts evidencing Depositary Shares; 
 WHEREAS,
the Receipts are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and 

WHEREAS, the terms and conditions of the Series N Preferred Stock of the Company are substantially set forth in the Certificate of
Designation attached hereto as Exhibit B; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows: 
 ARTICLE I 
 DEFINED TERMS 
  

	 	Section 1.1.	Definitions. 

 The
following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: 

“Certificate of Designation” shall mean the relevant Certificate of Designation filed with the Secretary of State of the
State of Delaware establishing the Series N Preferred Stock as a series of preferred stock of the Company. 

“Company” shall mean Wells Fargo & Company, a Delaware corporation, and its successors. 

“Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof. 
 “Depositary” shall mean Wells Fargo Bank, N.A., a national banking
association formed under the laws of the United States, and any successor as Depositary hereunder. 
 “Depositary Share
Redemption Price” shall have the meaning set forth in Section 2.8. 







 “Depositary Shares” shall mean the depositary shares, each representing a
1/1,000th fractional interest in a share of the Series N Preferred Stock, and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Series N Preferred Stock and held under this
Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Series N
Preferred Stock represented by such Depositary Share (including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designation). 
 “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5. 
 “Depositary’s Office” shall mean the principal office of the Depositary at which at any particular time its depositary receipt business in respect of matters governed by this Deposit
Agreement shall be administered. 
 “DTC” shall mean The Depositary Trust Company. 

“Exchange Event” shall mean with respect to any Global Registered Receipt: 

(1)(A) the Global Receipt Depository which is the holder of such Global Registered Receipt or Receipts notifies the
Company that it is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act, and (B) the Company has not
appointed a qualified successor Global Receipt Depository within ninety (90) calendar days after the Company received such notice, or 
 (2) the Company in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be
represented by such Global Receipt or Receipts. 
 “Global Receipt Depository” shall mean, with respect to any
Receipt issued hereunder, DTC or such other entity designated as Global Receipt Depository by the Company in or pursuant to this Deposit Agreement, which Person must be, to the extent required by any applicable law or regulation, a clearing agency
registered under the Securities Exchange Act. 
 “Global Registered Receipts” shall mean a global registered
Receipt, in definitive or book-entry form, registered in the name of a nominee of DTC. 
 “Letter of
Representations” shall mean any applicable agreement among the Company, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered
Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto. 
 “Preferred Stock Redemption Price” shall have the meaning set forth in Section 2.8. 

  
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 “Receipt” shall mean a receipt issued hereunder to evidence one or more
Depositary Shares held of record by the record holder of such Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A. 
 “record holder” or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained by the
Depositary for such purpose. 
 “Registrar” shall mean the Depositary or such other bank or trust company which
shall be appointed by the Company to register ownership and transfers of Receipts as herein provided and if a Registrar shall be so appointed, references herein to “the books” of or maintained by the Depositary shall be deemed, as
applicable, to refer as well to the register maintained by such Registrar for such purpose. 
 “Securities Act”
shall mean the Securities Act of 1933, as amended. 
 “Securities Exchange Act” shall mean the Securities Act of
1934, as amended. 
 “Series N Preferred Stock” shall mean shares of the Company’s Non-Cumulative
Perpetual Class A Preferred Stock, Series N, no par value, with a liquidation preference amount of $25,000 per share, designated and described in the Certificate of Designation. 

ARTICLE II 

FORM OF RECEIPTS, DEPOSIT OF SERIES N
PREFERRED STOCK, 
 EXECUTION AND DELIVERY,
TRANSFER, 
 SURRENDER AND REDEMPTION OF
RECEIPTS 
  

	 	Section 2.1.	Form and Transfer of Receipts. 

 Definitive Receipts shall be substantially in the form set forth in Exhibit A attached to this Deposit Agreement, in each case with appropriate insertions, modifications and omissions, as hereinafter
provided and shall be engraved or otherwise prepared so as to comply with applicable rules of the New York Stock Exchange or its successor. 
 Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other
than the Depositary) shall have been appointed and such Receipts are countersigned by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of
the Depositary and countersigned by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 

Receipts shall be in denominations of any number of whole Depositary Shares. All receipts shall be dated the date of their issuance.


  
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 Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Company or required to comply with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Series N Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject. 
 Title to Depositary Shares evidenced by a Receipt which is properly endorsed or
accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the
books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 
 Section 2.2. Deposit of Series N Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. 
 Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of the Series N Preferred Stock under this Deposit Agreement by delivering to the
Depositary, including via electronic book-entry, such shares of the Series N Preferred Stock to be deposited, properly endorsed or accompanied by a duly executed instrument of transfer or endorsement, if applicable and required by the
Depositary, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and all other information required to be set forth, and
together with a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary
Shares representing such deposited Series N Preferred Stock. 
 Deposited Series N Preferred Stock shall be held by
the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series N Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of Series N Preferred Stock deposited in accordance with the provisions of this Section, together
with the other documents required as above specified, and upon recordation of the Series N Preferred Stock on the books of the Company (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject
to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares representing the Series N Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and
deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 

  
 4 








 Section 2.3. Registration of Transfer of Receipts. 

Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of
Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing
the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. 

The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of
business fifteen days next preceding any selection of Depositary Shares and Series N Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for
another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8. 

Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series N Preferred Stock.

 Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations
requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the holder of the Receipt or Receipts so surrendered.

 Any holder of a Receipt or Receipts may withdraw the number of whole shares of Series N Preferred Stock and all money
and other property, if any, represented thereby by surrendering such Receipt or Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the
Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Series N Preferred Stock and all money and other property, if any, represented by the Receipt
or Receipts so surrendered for withdrawal, but holders of such whole shares of Series N Preferred Stock will not thereafter be entitled to deposit such Series N Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series N
Preferred Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Series N Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or subject
to Section 2.3 upon such holder’s order, a new Receipt evidencing such excess number of Depositary Shares. 

  
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 In no event will fractional shares of Series N Preferred Stock (or any cash payment in
lieu thereof) be delivered by the Depositary. Delivery of the Series N Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate. 
 If the Series N Preferred Stock and the money and other property, if any, being
withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Series N Preferred Stock, such holder shall execute and deliver to the Depositary a written order
so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Series N Preferred Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer in blank. 
 Delivery of the Series N Preferred Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder
thereof, such delivery may be made at such other place as may be designated by such holder. 
  

	 	Section 2.5.	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. 


As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of
any charges or expenses payable by the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such
regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement and/or applicable law. 
 The deposit of Series N Preferred Stock may be refused, the delivery of Receipts against Series N Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and
the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

  

	 	Section 2.6.	Lost Receipts, etc. 

 In
case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such
holder’s ownership thereof and (ii) the holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to the Depositary. 

  
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	 	Section 2.7.	Cancellation and Destruction of Surrendered Receipts. 

 All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and
directed to destroy all Receipts so cancelled. 
  

	 	Section 2.8.	Redemption of Series N Preferred Stock. 

 Whenever the Company shall be permitted and shall elect to redeem shares of Series N Preferred Stock in accordance with the provisions of the Certificate of Designation (including on account of a
Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 40 days and not more than 70 days prior to the
Redemption Date (as defined below), notice of the date of such proposed redemption of Series N Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable Depositary Share Redemption Price, which
notice shall be accompanied by a certificate from the Company stating that such redemption of Series N Preferred Stock is in accordance with the provisions of the Certificate of Designation. On the date of such redemption, provided that the
Company shall then have paid or caused to be paid in full to the Depositary the redemption price per share of Series N Preferred Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for
redemption, in accordance with and as required by the provisions of the Certificate of Designation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Series N
Preferred Stock. The Depositary shall mail notice of the Company’s redemption of Series N Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series N Preferred Stock to be
redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series N Preferred Stock and Depositary
Shares (the “Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such holders as they appear on the records of the Depositary, but neither failure to mail
any such notice of redemption of Depositary Shares to one or more such holders nor any defect in any notice of redemption of Depositary Shares to one or more such holders shall affect the sufficiency of the proceedings for redemption as to the other
holders. Each such notice shall be prepared by the Company and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be
redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the Depositary Share Redemption Price (as defined below); and (iv) the place or places where Receipts evidencing Depositary Shares are to be
surrendered for payment of the Depositary Share Redemption Price (as defined below). In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by the Depositary pro
rata (as nearly as may be) or in any other manner determined by the Depositary in its sole discretion to be fair and equitable. In any case, the Depositary will redeem Depositary Shares only in increments of 1,000 Depositary Shares and multiples
thereof. 

  
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 Notice having been mailed or transmitted by the Depositary as aforesaid,
from and after the Redemption Date (unless the Company shall have failed to provide the funds necessary to redeem the Series N Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all shares of Series N
Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the Preferred Stock Redemption Price without interest), (ii) the
Depositary Shares being redeemed from such proceeds shall cease to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate (except the right to
receive the Depositary Share Redemption Price without interest), and (iii) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for
transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share (the “Depositary Share Redemption Price”) equal to 1/1,000th of the Preferred Stock Redemption Price per share of Series N
Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares. 
 If fewer than
all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption. 
  

	 	Section 2.9.	Receipts Issuable in Global Registered Form. 

 If the Company shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary
shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered
Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt
Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or
approved by the Company or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts
represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered


  
 8 








 
Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Company, the Depositary and any director, officer, employee or agent of the
Company or the Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. 
 Unless and until
definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments
and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of
Global Registered Receipts is required under this Deposit Agreement, the Company and the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository.

 If an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary
shall, upon receipt of a written order from the Company for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver individual definitive registered Receipts,
in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt surrendered in exchange for such Global Registered Receipt. 

Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such
names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to
the persons in whose names such Receipts are so registered. 
 Notwithstanding anything to the contrary in this Deposit
Agreement, should the Company determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of each Letter of Representations. 

ARTICLE III 

CERTAIN OBLIGATIONS OF 

HOLDERS OF RECEIPTS AND THE COMPANY 

 

	 	Section 3.1.	Filing Proofs, Certificates and Other Information. 

 Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series N
Preferred Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made. 

  
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	 	Section 3.2.	Payment of Taxes or Other Governmental Charges. 

 Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of
Series N Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends or other distributions may be withheld or any
part of or all the Series N Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to
notify such holder prior to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency. 

 

	 	Section 3.3.	Warranty as to Series N Preferred Stock. 

 The Company hereby represents and warrants that the Series N Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable (subject to 12 U.S.C. § 55).
Such representation and warranty shall survive the deposit of the Series N Preferred Stock and the issuance of Receipts. 
  

	 	Section 3.4.	Warranty as to Receipts. 


The Company hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Series N
Preferred Stock. Such representation and warranty shall survive the deposit of the Series N Preferred Stock and the issuance of Receipts. 
 ARTICLE IV 
 THE DEPOSITED SECURITIES;
NOTICES 
  

	 	Section 4.1.	Cash Distributions. 


Whenever the Depositary shall receive any cash dividend or other cash distribution on Series N Preferred Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the
Series N Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent. If the calculation of a cash 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 shall round that amount up to the next highest whole cent and 

  
 10 









 
will request that Company pay the resulting additional amount to the Depositary for the relevant dividend or other cash distribution. If the fractional amount is less than $0.005, the Depositary
shall disregard that fractional amount and any balance thus not distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding. Each holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each holder of a Receipt
acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder. 

 

	 	Section 4.2.	Distributions Other than Cash, Rights, Preferences or Privileges. 

 Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Series N Preferred Stock, the Depositary shall, at the direction of the Company, subject
to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made
proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at
public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for
distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the
Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been registered under
the Securities Act or do not need to be registered in connection with such distributions. 
  

	 	Section 4.3.	Subscription Rights, Preferences or Privileges. 

 If the Company shall at any time offer or cause to be offered to the persons in whose names Series N Preferred Stock is recorded on the books of the Company any rights, preferences or privileges to
subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in
such manner as the Company shall instruct the Depositary in writing, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Company; provided,
however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation 

  
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with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so
instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to
make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or
places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash. 
 The Company shall notify the Depositary whether registration under the Securities
Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company agrees with the
Depositary that it will file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such
registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available
to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Company shall have provided to the Depositary an opinion of
counsel to the effect that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. 
 The Company shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts, and the Company agrees with the Depositary that the Company will use its reasonable best efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. 
  

	 	Section 4.4.	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts. 

 Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with
respect to Series N Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Series N Preferred Stock are entitled to vote or of which holders of Series N Preferred Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to, or otherwise in
accordance with the terms of, the Series N Preferred Stock, as identified in a written notice to the Depositary of such record date) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.


  
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 Section 4.5. Voting Rights. 

Subject to the provisions of the Certificate of Designation, upon receipt of notice of any meeting at which the holders of Series N
Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice prepared by the Company which shall contain (i) such information as is contained in such notice of
meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series N Preferred Stock represented by their respective
Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given.
Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of
whole shares of Series N Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to vote such Series N Preferred Stock or cause such Series N Preferred Stock to be voted. In the absence of specific instructions from holders of Receipts, the Depositary will
abstain from voting (but shall appear) at any meeting with respect to the Series N Preferred Stock (unless directed to the contrary by the record holders of all related Receipts) to the extent of the Depositary Shares (or portion thereof)
represented by the applicable Depositary Shares evidenced by such Receipt. 
 Section 4.6. Changes Affecting Deposited
Securities and Reclassifications, Recapitalizations, etc. 
 Upon any change in par or stated value, split-up, combination or
any other reclassification of the Series N Preferred Stock subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the
fraction of an interest represented by one Depositary Share in one share of Series N Preferred Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case as may be necessary fully to
reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Series N Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities
which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series N Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series N
Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other
reclassification of the Series N Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender 

  
 13 









 
such Receipts to the Depositary with instructions to convert, exchange or surrender the Series N Preferred Stock represented thereby only into or for, as the case may be, the kind and amount
of shares of Series N Preferred Stock and other securities and property and cash into which the Series N Preferred Stock represented by such Receipts might have been converted or for which such Series N Preferred Stock might have been
exchanged or surrendered immediately prior to the effective date of such transaction. 
 Section 4.7. Delivery of
Reports. 
 The Depositary shall furnish to holders of Receipts any reports and communications received from the Company
which are received by the Depositary and which the Company is required to furnish to the holders of the Series N Preferred Stock. 
 Section 4.8. Lists of Receipt Holders. 
 Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts. 

ARTICLE V 

THE DEPOSITARY, THE DEPOSITARY’S 

AGENTS, THE REGISTRAR AND THE COMPANY 

Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. 

Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement. 
 The Depositary shall keep books at the Depositary’s Office for
the registration and registration of transfer, surrender and exchange of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right
shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of
its duties hereunder. 
 The Depositary may, with the approval of the Company, appoint a Registrar for registration of the
Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series N Preferred Stock represented by such Depositary Shares shall be listed on one or more national stock exchanges, the
Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary 

  
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Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute
Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Series N Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request
of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Series N Preferred Stock as may be required by law or applicable stock
exchange regulation. 
 Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Company. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the
Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the
Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Restated Certificate of Incorporation (including the Certificate of Designation), or by reason of any act of God or war or
other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. 

Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company. 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Deposit Agreement to holders of Receipts other than for its negligence, willful misconduct or bad faith. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent
nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under, any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of the Series N Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against
all expense and liability be furnished as often as may be required. 

  
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 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company
shall be liable for any action or any failure to act by it in reliance upon the advice of legal counsel or accountants, or information from any person presenting Series N Preferred Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice,
request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence, willful misconduct or bad faith,
however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts
or omissions due to the gross negligence, willful misconduct or bad faith of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. 
 The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series N Preferred Stock or for the manner or effect of any such vote made, as long
as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no
implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. 
 The
Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the
Company and its affiliates. 
 The Depositary shall not be under any liability for interest on any monies at any time received
by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series N Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by
law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 

In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established
prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the
Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the
satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the
written instruction of the Company or the holders of Receipts. 

  
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 Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor
Depositary. 
 The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to
the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 
 The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its
acceptance of such appointment as hereinafter provided. 
 In case at any time the Depositary acting hereunder shall resign or
be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed
Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall
duly assign, transfer and deliver all right, title and interest in the Series N Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts
and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. 

Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without
the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor
Depositary. 
 Section 5.5. Corporate Notices and Reports. 

The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record
holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon
which the Series N Preferred Stock, the Depositary Shares or the Receipts are listed or by the Company’s Restated Certificate of Incorporation, as amended (including the Certificate of Designation), to be furnished to the record holders of
Receipts. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of 

  
 17 









 
such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be
requested by the Company. Unless otherwise required by law, the requirements set forth in this Section 5.5 may be satisfied by publicly filing or furnishing such information with or to the U.S. Securities and Exchange Commission. 

Section 5.6. Indemnification by the Company. 
 Notwithstanding Section 5.3 to the contrary, the Company shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and
employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken
in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability
arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Company set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or
Depositary’s Agent. 
 Section 5.7. Fees, Charges and Expenses. 

The Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Company for all services rendered by the
Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its part (or on the
part of any Depositary’s Agent) in connection with the services rendered by it (or such Depositary’s Agent) hereunder. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Series N
Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Series N Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series N Preferred Stock at the option of
the Company. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of holders
of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which the Company is not otherwise liable hereunder, such holder will be liable for such charges and expenses;
provided, however, that the Depositary may, at its sole option, require a holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such holder of Receipts. The Depositary shall
present its statement for charges and expenses to the Company at such intervals as the Company and the Depositary may agree. 

  
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 ARTICLE VI 
 AMENDMENT AND TERMINATION 

Section 6.1. Amendment. 
 The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least a
majority (or, in the case of such amendments relating to or affecting rights to receive dividends or distributions or voting or redemption rights, two-thirds of the holders) of the Depositary Shares then outstanding. Every holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair
the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the holder the
Series N Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or
applicable stock exchange. 
 Section 6.2. Termination. 

This Deposit Agreement may be terminated by the Company or the Depositary only if (i) all outstanding Depositary Shares have been
redeemed pursuant to Section 2.8 or (ii) there shall have been made a final distribution in respect of the Series N Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Depositary Shares pursuant to Section 4.1 or 4.2, as applicable. 
 Upon the
termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.

 ARTICLE VII 
 MISCELLANEOUS 
 Section 7.1. Counterparts. 

This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement
by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. 

  
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 Section 7.2. Exclusive Benefit of Parties. 

This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be
deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 
 Section 7.3. Invalidity
of Provisions. 
 In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.4. Notices. 
 Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram,
facsimile transmission or electronic mail confirmed by letter, addressed to the Company at 
 Wells Fargo & Company

 Attention: Treasury Global Funding 
 90 South Seventh Street, 13th Floor 
 MAC: N9305-131 

Minneapolis, MN 55479 
 or at
any other addresses of which the Company shall have notified the Depositary in writing. 
 Any and all notices to be given to
the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the
Depositary’s Office at 
 Wells Fargo Bank, N.A. 
 1110 Centre Pointe Curve, Suite 101 
 Heights, MN 55120-4100 

Attention: Relationship Manager 
 Facsimile No.: 651-450-4078 
 or at any other address of which the Depositary shall have notified
the Company in writing. 
 Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of
the Depositary, or if such holder shall have timely filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. 

  
 20 









 Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be
effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act
upon any facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. 

Section 7.5. Depositary’s Agents. 
 The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional
Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Company of any such action. 
 Section 7.6. Appointment of Registrar and Transfer Agent in Respect of the Receipts. 
 The Company hereby appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the Depositary hereby accepts such appointments. 

Section 7.7. Holders of Receipts Are Parties. 
 The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

 Section 7.8. Governing Law. 
 This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of
Minnesota. 
 Section 7.9. Inspection of Deposit Agreement. 

Copies of this Deposit Agreement shall be filed with the Depositary and, to the extent determined by the Depositary, with the
Depositary’s Agents, and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of such Depositary’s Agents, if any, by any holder of a Receipt. 

Section 7.10. Headings. 
 The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 

  
 21 









 IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Deposit Agreement
as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 

 

			
	WELLS FARGO & COMPANY
		
	By:	 	/s/ Barbara S. Brett
		 	Name: Barbara S. Brett
		 	Title: Senior Vice President and Assistant Treasurer
	
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ Becky Paulson

		 	Name: Becky Paulson
		 	Title: Vice President



  
 22 









 EXHIBIT A 

[FORM OF FACE OF RECEIPT] 

UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WELLS
FARGO & 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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. 
 DEPOSITARY SHARES 

[                    ] 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH 
 REPRESENTING A 1/1,000TH INTEREST IN A SHARE OF NON-CUMULATIVE 
 PERPETUAL CLASS A PREFERRED STOCK,
SERIES N 
 OF 
 Wells Fargo & Company 
 INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE 
 CUSIP
[                    ] 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered
owner of [                ] DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing a 1/1,000th interest in a share of Non-Cumulative Perpetual Class A
Preferred Stock, Series N, no par value, with a liquidation preference amount of $25,000 per share (the “Series N Preferred Stock”), of Wells Fargo & Company, a Delaware corporation (the “Company”), on deposit with
the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of August 16, 2012 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary
Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of
the Depositary Receipts by the manual signature of a duly authorized officer thereof. 
 This Depositary Receipt is transferable
in New York, New York and St. Paul, Minnesota. 

  
 A-1










			
		
	Dated:	 	 
	
	Wells Fargo Bank, N.A., Depositary
		
	By:	 	 
		 	Authorized Officer


  
 A-2









 [FORM OF REVERSE OF RECEIPT] 

WELLS FARGO & COMPANY 
 WELLS FARGO & COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION ESTABLISHING
THE NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES N, OF WELLS FARGO & COMPANY ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 

 
  

The Company will furnish without charge to each holder of receipt who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Company, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Company or to the
Registrar. 
 EXPLANATION OF ABBREVIATIONS 
 The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations.
Abbreviations in addition to those appearing below may be used. 
  

							
	 Abbreviation
	  	 Equivalent Phrase
	  	Abbreviation	  	Equivalent Phrase
	 JT TEN
	  	As joint tenants, with right of survivorship and not as tenants in common	  	TEN BY ENT	  	As tenants by the entireties
	TEN IN COM	  	As tenants in common	  	UNIF GIFT MIN ACT	  	Uniform Gifts to Minors
Act

  

											
	 Abbreviation
	  	 Equivalent Word
	  	Abbreviation	  	Equivalent
Word	  	Abbreviation	  	 Equivalent Word

	ADM	  	Administrator(s), Administratrix	  	EX	  	Executor(s),
Executrix	  	PAR	  	Paragraph
	 AGMT
	  	Agreement	  	FBO	  	For the
benefit of	  	PL	  	Public Law
	 ART
	  	Article	  	FDN	  	Foundation	  	TR	  	(As) trustee(s), for, of
	 CH
	  	Chapter	  	GDN	  	Guardian(s)	  	U	  	Under
	 CUST
	  	Custodian for	  	GDNSHP	  	Guardianship	  	UA	  	Under agreement
	DEC	  	Declaration	  	MIN	  	Minor(s)	  	UW	  	Under will of, Of will of, Under last will & testament
	EST	  	Estate, of Estate of	  		  		  		  	


  
 A-3









 For value received,
                     hereby sell(s), assign(s) and transfer(s) unto 

 

									
		 		 		 		 	
		 		 	  
	 		 	
		 		 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 		 	


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF 
ASSIGNEE
 Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint 

                         
                                         
           Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. 

 

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

 SIGNATURE GUARANTEED 
 NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 

  
 A-4









 EXHIBIT B 
 WELLS FARGO & COMPANY 
  

 
 CERTIFICATE OF
DESIGNATION 
 Pursuant to Section 151(g) of the 
 General Corporation Law 
 of the State of Delaware 

 
  

NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES N 
 (Without Par Value) 
  

 
 WELLS
FARGO & COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES that, pursuant to authority conferred upon the Board of Directors of the Corporation (the
“Board of Directors”) by the provisions of the Restated Certificate of Incorporation of the Corporation, as amended, which authorize the issuance of not more than 20,000,000 shares of Preferred Stock, without par value, and pursuant
to authority conferred upon the Securities Committee of the Board of Directors (the “Committee”) in accordance with Section 141(c) of the General Corporation Law of the State of Delaware (the “General Corporation
Law”), the following resolutions were duly adopted by the Committee pursuant to the unanimous written consent of the Committee duly adopted on August 14, 2012, in accordance with Section 141(f) of the General Corporation Law:

 RESOLVED, that pursuant to the authority vested in the Committee and in accordance with the resolutions
of the Board of Directors dated January 27, 2009, the provisions of the Restated Certificate of Incorporation, the By-laws of the Corporation, and applicable law, a series of Preferred Stock, no par value, of the Corporation be and hereby is
created, and that the designation and number of shares of such series, and the voting and other powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of
the shares of such series, are as follows: 
 RIGHTS AND PREFERENCES 

Section 1. Designation. The shares of such series of Preferred Stock shall be designated Non-Cumulative Perpetual
Class A Preferred Stock, Series N, with no par value and a liquidation preference amount of $25,000 per share (the “Series N Preferred Stock”). Each share of Series N Preferred Stock shall be identical in all respects to
every other share of Series N Preferred Stock except with respect to the date from which dividends may accrue. Series N Preferred Stock will rank equally with Parity Stock with respect to the payment of dividends and distribution of assets in
the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation and will rank senior to Junior Stock with respect to the payment of dividends and/or the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. 
 Section 2. Number
of Shares. The number of authorized shares of Series N Preferred Stock shall be 30,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock) or decreased (but
not below the number of shares of Series N Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee of the


  
 B-1









 
Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law stating that such increase or decrease, as the case may be, has
been so authorized. The Corporation shall have the authority to issue fractional shares of Series N Preferred Stock. 

Section 3. Definitions. As used herein with respect to Series N Preferred Stock: 

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close in New York, New York. 
 “Certificate of
Designation” means this Certificate of Designation relating to the Series N Preferred Stock, as it may be amended from time to time. 
 “Common Stock” means the common stock of the Corporation, par value
$1 2/3 per share, as the same exists at the date of this Certificate of Designation or as such stock may be constituted from time to time. 

“Depositary Company” has the meaning set forth in Section 6(d) hereof. 

“Dividend Payment Date” has the meaning set forth in Section 4(a) hereof. 

“Dividend Period” has the meaning set forth in Section 4(a) hereof. 

“DTC” means The Depository Trust Company, together with its successors and assigns. 

“Junior Stock” means the Common Stock and any other class or series of stock of the Corporation now existing or
hereafter authorized over which the Series N Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation. 
 “Liquidation Preference” has the meaning set forth in Section 5(a) hereof. 

“Nonpayment Event” shall have the meaning set forth in Section 7(b). 

“Parity Stock” means any other class or series of stock of the Corporation now existing or hereafter authorized that
ranks on par with the Series N Preferred Stock in the payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation. 
 “Preference Stock” means any and all series of preference stock, having
no par value, of the Corporation. 
 “Preferred Stock” means any and all series of preferred stock, having no
par value, of the Corporation, including the Series N Preferred Stock. 

  
 B-2









 “Preferred Stock Directors” shall have the meaning set forth in
Section 7(b). 
 “Regulatory Capital Treatment Event” means the Corporation’s reasonable
determination that as a result of any (i) amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes
effective after the initial issuance of any shares of Series N Preferred Stock; (ii) proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any shares of Series N Preferred Stock; or
(iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any shares of Series N
Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of all shares of Series N Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for
purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and applicable, for as long as any share of Series N Preferred Stock is outstanding. 

“Series N Preferred Stock” has the meaning set forth in Section 1 hereof. 

“Voting Parity Stock” means any Parity Stock having similar voting rights as the Series N Preferred Stock. 

Section 4. Dividends.  
 (a) Rate. Dividends on the Series N Preferred Stock will not be mandatory. Holders of Series N Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of
the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference amount of $25,000 per share of the Series N
Preferred Stock, payable quarterly in arrears on the 15th day of March, June, September and December of each year (commencing on December 15, 2012); provided, however, if any such day is not a Business Day, then payment of any
dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such delay (each such day on which dividends are payable a “Dividend Payment
Date”). A “Dividend Period” means the period from, and including, 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, August 16, 2012 to, but excluding, December 15, 2012. Dividends on each share of Series N Preferred Stock will accrue at a rate per annum equal to 5.20%. The record date for payment of dividends on the
Series N Preferred Stock 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 the Corporation’s Board of Directors. The amount of
dividends payable shall be computed on the basis of a 360-day year of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. 

(b) Non-Cumulative Dividends. Dividends on shares of Series N Preferred Stock shall be non-cumulative. To the extent
that any dividends payable on the shares of Series N Preferred Stock on any Dividend Payment Date are not declared prior to such Dividend Payment 

  
 B-3









 
Date, then such dividends shall not cumulate and shall cease to accrue and be payable, and the Corporation shall have no obligation to pay, and the holders of Series N Preferred Stock shall have
no right to receive, dividends accrued for such Dividend Period on the Dividend Payment Date for such Dividend Period or at any time in the future or interest with respect to such dividends, whether or not dividends are declared for any subsequent
Dividend Period with respect to Series N Preferred Stock or any other series of authorized Preferred Stock, Preference Stock, or Common Stock of the Corporation. 
 (c) Priority of Dividends. So long as any shares of Series N Preferred Stock remain outstanding, 
 (1) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared 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 the Corporation, 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 the Corporation (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 be declared and made or set aside for
payment on any Junior Stock other than Common Stock, and no shares of Junior Stock other than Common Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, nor shall any monies be
paid to or made available for a sinking fund for the redemption of any such Junior Stock other than Common Stock by the Corporation (other than (i) a dividend payable solely in shares of Junior Stock, (ii) any dividend in connection 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 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 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 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 Junior Stock, (vi) through the use of proceeds of a substantially contemporaneous sale of other
shares of Junior Stock, (vii) any purchase, redemption or other acquisition of Junior Stock other than Common Stock pursuant to any of the Corporation’s or any of its subsidiaries’ employee, consultant or director incentive or benefit
plans or arrangements (including any employment, severance or consulting arrangements) adopted before or after August 9, 2012, (viii) any purchase of fractional interests in shares of Junior Stock other than Common Stock pursuant to the
conversion or exchange provisions of such Junior Stock other than Common Stock or the securities being converted or exchanged, (ix) the purchase of Junior Stock other than Common Stock by Wells Fargo Securities, LLC, or any other affiliate of
the Corporation, in connection with the distribution thereof or (x) the purchase of Junior Stock other than Common Stock by Wells Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with market-making or other
secondary market activities in the ordinary course of business); and 
 (3) no shares of Parity Stock will be repurchased,
redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series N Preferred Stock and such Parity Stock during a Dividend Period


  
 B-4









 
(other than (i) as a result of a reclassification of Parity Stock for or into other Parity Stock or Junior Stock, (ii) the exchange or conversion 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 Stock or Junior Stock, (iv) any purchase, redemption or other acquisition of Parity
Stock pursuant to any of the Corporation’s or any of its subsidiaries’ employee, consultant or director incentive or benefit plans or arrangements (including any employment, severance or consulting arrangements) adopted before or after
August 9, 2012, (v) any purchase of fractional interests in shares of Parity Stock pursuant to the conversion or exchange provisions of such Parity Stock or the securities being converted or exchanged, (vi) the purchase of Parity
Stock by Wells Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with the distribution thereof or (vii) the purchase of Parity Stock by Wells Fargo Securities, LLC, or any other affiliate of the Corporation, in
connection with market-making or other secondary market activities in the ordinary course of business), 
 unless, in each case, the full
dividends for the then-current Dividend Period on all outstanding shares of the Series N Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside. 

Subject to the succeeding sentence, for so long as any shares of Series N Preferred Stock remain outstanding, no dividends shall be
declared, paid, or set aside for payment on any Parity Stock for any period unless full dividends on all outstanding shares of Series N Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for
the payment thereof set aside. To the extent the Corporation declares dividends on the Series N Preferred Stock and on any Parity Stock but cannot make full payment of those declared dividends, the Corporation will allocate the dividend
payments on a proportional basis among the holders of shares of Series N Preferred Stock and the holders of any Parity Stock then outstanding where the terms of such Parity Stock provide similar dividend rights. 

Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of
Directors of the Corporation or any duly authorized committee of the board of Directors of the Corporation may be declared and paid on the Common Stock and any other stock that is Parity Stock or Junior Stock, from time to time out of any assets
legally available for such payment, and the shares of Series N Preferred Stock shall not be entitled to participate in any such dividends. 
 Section 5. Liquidation Rights. 
 (a) Liquidation. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series N Preferred Stock shall be entitled to receive in full out of assets available for distribution to its stockholders
before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of the Common Stock or any other Junior Stock, and subject to the rights of the holders of Parity Stock or any stock of the
Corporation ranking senior to the Series N Preferred Stock as to such distribution, a liquidating distribution in the amount of $25,000 per share, plus an amount equal to any dividends which have been declared but not yet paid, without accumulation
of any undeclared dividends, to the date of liquidation (the “Liquidation Preference”). The holders of Series N Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5. 

  
 B-5









 (b) Partial Payment. If the assets of the Corporation are not sufficient to pay
in full the Liquidation Preference to all holders of Series N Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series N Preferred Stock and to the holders of all Parity Stock shall be pro rata in
accordance with the respective aggregate liquidation preference of Series N Preferred Stock and all such Parity Stock. 
 (c)
Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Series N Preferred Stock and all other amounts payable upon liquidation, dissolution or winding up of the Corporation have been paid in full to
all holders of any Parity Stock, the holders of Common Stock and any other Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination
transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation. 

  
 B-6









 Section 6. Redemption. 

(a) Optional Redemption. The Corporation, at the option of its Board of Directors or any duly authorized committee of the
Board of Directors of the Corporation, may redeem, subject to the prior approval of the Federal Reserve Board, out of funds legally available therefor, in whole or in part, the shares of Series N Preferred Stock at the time outstanding, at any time
on any Dividend Payment Date on or after September 15, 2017, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series N Preferred Stock shall be $25,000 per share plus an amount equal to any
dividends that have been declared but not paid up to the redemption date without accumulation of any undeclared dividends. 

Notwithstanding the foregoing, within 90 days of the Corporation’s good faith determination that a Regulatory Capital Treatment
Event has occurred, the Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may, subject to the approval of the appropriate federal banking agency, redeem out of funds
legally available therefor, in whole, but not in part, the shares of Series N Preferred Stock at the time outstanding, prior to September 15, 2017, upon notice given as provided in Section 6(b) below. The redemption price for shares of
Series N Preferred Stock shall be $25,000 per share plus an amount equal to any dividends that have been declared but not paid, without accumulation of any undeclared dividends. 

(b) Notice of Redemption. Notice of every redemption of shares of Series N Preferred Stock shall be mailed by first class
mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 40 days and not more than 70 days
before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail,
or any defect in such notice or in the mailing thereof, to any holder of shares of Series N Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series N Preferred
Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series N Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, if applicable, the number of such
shares to be redeemed from such 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. Notwithstanding the foregoing, if the Series N Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series N Preferred Stock at the time
outstanding, the shares of Series N Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series N Preferred Stock in proportion to the number of Series N Preferred Stock held by such holders or in
such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of
Directors of the Corporation or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series N Preferred Stock shall be redeemed from time to time.


  
 B-7









 (d) Effectiveness of Redemption. If notice of redemption has been duly given and
if on or before the redemption date specified in the notice all funds necessary for the redemption have been irrevocably set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders
of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board
of Directors (the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been
surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect
to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Depository Company at any time after the redemption date from the
funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to
any such interest. Any funds so deposited and unclaimed at the end of two years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, after which time the holders of the shares so called for
redemption shall look only to the Corporation for payment of the redemption price of such shares. 
 Section 7. Voting
Rights. 
 (a) General. The holders of Series N Preferred Stock shall not be entitled to vote on any matter except as
set forth in paragraph 7(b) below or as required by applicable law. 
 (b) Right To Elect Two Directors Upon Nonpayment
Events. Whenever dividends payable on any shares of Series N Preferred Stock or any class or series of Voting Parity Stock have not been declared and paid in an aggregate amount equal to, as to any class or series, at least six quarterly
Dividend Periods or their equivalent, whether or not for consecutive Dividend Periods (a “Nonpayment Event”), the holders of the outstanding Series N 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 the Corporation’s Board of Directors at the Corporation’s next annual meeting of stockholders and at each subsequent annual
meeting of stockholders (the “Preferred Stock Directors”) by a plurality of the votes cast; provided that the Board of Directors shall at no time include more than two Preferred Stock Directors (including, for purposes of
this limitation, all directors that the holders of any series of Voting Parity Stock are entitled to elect pursuant to like voting rights). Upon the vesting of such right of such holders, the maximum authorized number of members of the Board of
Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of the outstanding Series N Preferred Stock (together with the holders of shares of any one or more other series of Voting
Parity Stock). At elections for such directors, each holder of the Series N Preferred Stock shall be entitled to 25 votes for each share held (the holders of shares of any other series of Voting Parity Stock being entitled to such number of votes,
if any, for each share of such stock as may be granted to them). The right of 

  
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the holders of the Series N Preferred Stock (voting together as a class with the holders of shares of any one or more other series of Voting Parity Stock) to elect Preferred Stock Directors shall
continue until such time as the Corporation has 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 the Series N Preferred Stock shall terminate, except
as provided by law, and subject to revesting in the event of each and every subsequent default of the character described in this Section 7(b). 
 Upon any termination of the right of the holders of all shares of Series N Preferred Stock and Voting Parity Stock to vote for Preferred Stock Directors, the term of office of all Preferred Stock
Directors then in office elected by only those holders voting as a class shall terminate immediately. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the outstanding shares of Series N Preferred
Stock and Voting Parity Stock, when they have the voting rights described above (voting together as a class). In case any vacancy shall occur among the Preferred Stock Directors, a successor may be elected by a plurality of the votes cast by the
holders of Series N Preferred Stock and Voting Parity Stock having the voting rights described above, voting together as a class, unless the vacancy has already been filled. The Preferred Stock Directors shall each be entitled to one vote per
director on any matter that shall come before the Board of Directors for a vote. Whenever the term of office of the directors elected by such holders voting as a class shall end and the special voting powers vested in such holders as provided in
this Section 7(b) shall have expired, the number of directors shall be such number as may be provided for in the By-Laws irrespective of any increase made pursuant to this Section 7(b). 

(c) Other Voting Rights. In addition to any other vote required by law or the Restated Certificate of Incorporation, so long as
any shares of the Series N Preferred Stock remain outstanding, the vote or consent of the holders of the outstanding shares of Series N Preferred Stock and outstanding shares of all other series of Voting Parity Stock entitled to vote on the matter,
by a vote of at least 66 2/3% in voting power of all such outstanding Series N Preferred Stock and such Voting Parity Stock, voting together as a class, given in person or by proxy, either in writing without a meeting or at any meeting called for
the purpose, shall 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: (i) the issuance of any class or series of Preferred Stock or Preference Stock
ranking senior to the Series N Preferred Stock in the payment of dividends or the distribution of assets in the event of the Corporation’s voluntary or involuntary liquidation, dissolution or winding up; (ii) any amendment, alteration or
repeal of any provision of the Restated Certificate of Incorporation, including the Certificate of Designation, or the Bylaws that would adversely affect the rights, preferences, privileges or voting powers of the Series N Preferred Stock;
(iii) any amendment or alteration of the Restated Certificate of Incorporation, including the Certificate of Designation, 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 the Corporation’s capital stock ranking senior to the Series N Preferred Stock with respect to either the payment of dividends or in the distribution of assets in the event of the Corporation’s voluntary
or involuntary liquidation, dissolution or winding up; or (iv) any 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 this section 7(c)(iv) if in each case (a) the shares of Series N Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is
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 

  
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(b) 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 not materially 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 the Series N Preferred Stock or any 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 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 any amendment, alteration, repeal, reclassification, merger or consolidation specified in this Section 7(c) would adversely
affect one or more but not all series of voting Preferred Stock (including the Series N Preferred Stock), then only those series affected by and entitled to vote on the matter shall vote on the matter together as a class (in lieu of all other series
of Preferred Stock). 
 Each holder of the Series N Preferred Stock will have 25 votes per share on any matter on which holders
of the Series N Preferred Stock are entitled to vote, whether separately or together with any other series of stock of the Corporation (the holders of any shares of any other series of stock being entitled to such number of votes, if any, for each
share of stock as may be granted to them), pursuant to Delaware law or otherwise, including by written consent. 
 (d)
Changes after Provision for Redemption. No vote or consent of the holders of Series N Preferred Stock shall be required pursuant to Section 7(b) or (c) above if, at or prior to the time when any such vote or consent would otherwise be
required pursuant to such Section, all outstanding Series N Preferred Stock shall have been redeemed, or notice of redemption has been given and sufficient funds shall have been irrevocably deposited in trust to effect such redemption. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Series N
Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a
meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Restated Certificate of Incorporation, the Bylaws,
applicable law and any national securities exchange or other trading facility in which the Series N Preferred Stock is listed or traded at the time. 
 Section 8. Preemption and Conversion. The holders of Series N Preferred Stock shall not have any rights of preemption or rights to convert such Series N Preferred Stock into shares of any
other class of capital stock of the Corporation. 
 Section 9. Reacquired Shares. Shares of Series N Preferred Stock
which have been issued and redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock without designation as to series. 

  
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 Section 10. No Sinking Fund. Shares of Series N Preferred Stock are not subject
to the operation of a sinking fund. 
 Section 11. Additional Classes or Series of Stock. Notwithstanding anything
set forth in the Restated Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors of the Corporation, or any authorized committee of the Board of Directors of the Corporation, (i) without the vote
of the holders of the Series N Preferred Stock, may authorize and issue additional shares of Junior Stock and Parity Stock and (ii) with the requisite vote of the holders of the Series N Preferred Stock and Parity Stock entitled to vote
thereon, may authorize and issue any additional class or series of Preferred Stock or Preference Stock senior to the Series N Preferred Stock as to the payment of dividends and/or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation. 

  
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 IN WITNESS WHEREOF,
WELLS FARGO & COMPANY has caused this Certificate of Designation to be signed by Barbara S. Brett, its Senior Vice President and Assistant Treasurer, and Jeannine E. Zahn, its
Assistant Secretary, this 14th day of August, 2012.

  

			
	WELLS FARGO & COMPANY
		
	By:	 	/s/ Barbara S. Brett
		 	Barbara S. Brett, Senior Vice President and Assistant Treasurer


  

	
	/s/ Jeannine E. Zahn
	Jeannine E. Zahn, Assistant Secretary