Form of Note



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

	 CUSIP NO. 949746 FB 2
	  	 PRINCIPAL AMOUNT: $23,655,000

	 REGISTERED NO. 1
	  	 

 
 
WELLS FARGO & COMPANY 
 
High Point Average NotesSM 
 
Notes Linked to the Dow Jones Industrial AverageSM due May 5, 2010 
 
 
WELLS FARGO & COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co.,
or registered assigns, an amount equal to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on May 5, 2010.
This Security shall not bear any interest. 
 
Any
payments on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota. 
 

 
“Dow Jones” and “Dow Jones Industrial Average” are servicemarks of Dow Jones & Company, Inc. (“Dow
Jones”, which term, as used herein, includes its successors) and have been licensed for use for certain purposes by the Company. This Security, based on the performance of the Dow Jones Industrial Average, is not sponsored, endorsed, sold or
promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in this Security. 







 
Determination of Maturity
Payment Amount 
 
“Maturity Payment
Amount” shall mean, for each $1,000 principal amount of this Security, the sum of (i) $1,000 and (ii) the Additional Amount, if any. 
 
Set forth below are certain defined terms used in this Security in connection with the determination of the Maturity Payment Amount.

 
“Additional Amount” shall mean, for
each $1,000 principal amount of this Security, an amount equal to the greater of (i) zero and (ii) the product of: 
 

	 	Ÿ	 	$1,000; 


	 	Ÿ	 	Participation Rate; and 


	 	Ÿ	 	Average Index Level – Initial Index Level 

Initial Index Level 
 
“Average Index Level” shall mean the arithmetic average of the highest Closing Level of the Dow Jones Industrial Average in each of the 84 calendar months from and including May 2003 to and including April 2010.
The highest Closing Level in any calendar month will be the highest Closing Level on a Trading Day during that calendar month on which there is not a Market Disruption Event. 
 
“Calculation Agency Agreement” shall mean the Calculation Agency Agreement dated as of May 5, 2003
between the Company and the Calculation Agent, as amended from time to time. 
 
“Calculation Agent” shall mean the Person that has entered into the Calculation Agency Agreement with the Company providing for, among other things, the determination of the Average Index
Level, the Additional Amount, if any, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency Agreement. The initial Calculation Agent shall be Wells Fargo
Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the Securities of this series without the consent of the Holders of the Securities
of this series and without notifying the Holders of the Securities of this series. 
 
“Closing Level” shall mean, on any date, the last reported level of the Dow Jones Industrial Average at 4:00 p.m., New York City time, on such date; provided, however, that in the
event that Dow Jones discontinues publication of the Dow Jones Industrial Average, the Closing Level will be determined in the manner set forth in this Security under “Discontinuance Of The Dow Jones Industrial Average; Alteration Of Method Of
Calculation.” 
 
“Dow Jones Industrial
Average” shall mean the Dow Jones Industrial Average as calculated by Dow Jones. 
 
“Initial Index Level” shall mean 8480.09 
 
 

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A “Market Disruption Event” with respect to the Dow Jones Industrial Average
will occur on any day if the Calculation Agent determines any of the following: 
 

	 	Ÿ	 	A material suspension or material limitation of trading in 20% or more of the underlying stocks which comprise the Dow Jones Industrial Average or any successor
index has occurred on that day, in each case during the one-half hour period preceding the close of trading on the primary organized U.S. exchange or trading system on which those stocks are traded or, in the case of a common stock not listed or
quoted in the United States, on the primary exchange, trading system or market for that security. Limitations on trading during significant market fluctuations imposed pursuant to the rules of any primary organized U.S. exchange or trading system
similar to New York Stock Exchange Rule 80B or any applicable rule or regulation enacted or promulgated by The New York Stock Exchange, any other exchange, trading system or market, any other self regulatory organization or the Securities and
Exchange Commission of similar scope or as a replacement for Rule 80B, may be considered material. A “trading system” includes bulletin board services. 

 

	 	Ÿ	 	A material suspension or material limitation has occurred on that day, in each case during the one-half hour period preceding the close of trading in options or
futures contracts related to the Dow Jones Industrial Average or any successor index, whether by reason of movements in price exceeding levels permitted by an exchange, trading system or market on which those options or futures contracts are traded
or otherwise. 

 

	 	Ÿ	 	Information is unavailable on that date, through a recognized system of public dissemination of transaction information, during the one-half hour period preceding
the close of trading, of accurate price, volume or related information in respect of 20% or more of the underlying stocks which comprise the Dow Jones Industrial Average or any successor index or in respect of options or futures contracts related to
the Dow Jones Industrial Average or any successor index, in each case traded on any major U.S. exchange or trading system or, in the case of securities of a non-U.S. issuer, traded on the primary non-U.S. exchange, trading system or market for that
security. 

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

	 	Ÿ	 	a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business
hours of the relevant exchange, trading system or market; and 

 

	 	Ÿ	 	close of trading means 4:00 p.m., New York City time. 

 
“Participation Rate” means 1.00. 
 
“Stated Maturity Date” shall mean May 5, 2010. 
 
 

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“Trading
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is a day on which The New York Stock Exchange, The Nasdaq National Market and the American Stock Exchange are open for trading. 
 
Discontinuance Of The Dow Jones Industrial Average; Alteration Of Method Of
Calculation 
 
If Dow Jones discontinues
publication of the Dow Jones Industrial Average and Dow Jones or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Dow Jones Industrial
Average, then any subsequent Closing Level will be determined by reference to the level of such successor or substitute index (in any such case, a “successor index”) at 4:00 p.m., New York City time, on the date that any Closing Level is
to be determined. 
 
Upon any selection by the
Calculation Agent of a successor index, the Company will promptly give notice to the Holders of the Securities of this series. 
 
If Dow Jones discontinues publication of the Dow Jones Industrial Average prior to, and such discontinuance is continuing on, the date
that any Closing Level is to be determined and the Calculation Agent determines that no successor index is available at such time, then, on such date, the Calculation Agent will determine the Closing Level to be used in computing the Average Index
Level. The Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the Dow Jones Industrial Average last in effect prior to such discontinuance, using the Closing Price (or, if trading in
the relevant securities has been materially suspended or materially limited, its good faith estimate of the Closing Price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of
each security most recently comprising the Dow Jones Industrial Average on the primary organized U.S. exchange or trading system. “Closing Price” means, with respect to any security on any date, the last reported sales price regular way on
such date or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way on such date, in either case on the primary organized U.S. exchange or trading system on which such security
is then listed or admitted to trading. 
 
If a
successor index is selected or the Calculation Agent calculates a Closing Level as a substitute for the Dow Jones Industrial Average, such successor index or Closing Level will be used as a substitute for the Dow Jones Industrial Average for all
purposes, including for purposes of determining whether a Market Disruption Event exists. 
 
If the method of calculating the Dow Jones Industrial Average or a successor index, or its Closing Level, is changed in a material respect, or if the Dow Jones Industrial Average or a successor index
is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the level of the Dow Jones Industrial Average or such successor index had such changes or modifications not been made, then the
Calculation Agent will, at the close of business in New York City on the date that the Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to
arrive at a level of a stock index comparable to 
 

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the Dow Jones Industrial Average or such successor index, as the case may be, as if such changes or
modifications had not been made. The Calculation Agent will calculate the Closing Level and the Average Index Level with reference to the Dow Jones Industrial Average or such successor index, as adjusted. Accordingly, if the method of calculating
the Dow Jones Industrial Average or a successor index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (for example, due to a split in the index), then the Calculation Agent will adjust
such index in order to arrive at a level of the Dow Jones Industrial Average or such successor index as if it had not been modified (for example, as if such split had not occurred). 
 
Calculation Agent 
 
The Calculation Agent will determine the Maturity Payment Amount. In addition, the Calculation Agent will (i) determine if adjustments are
required to the Closing Level under the circumstances described in this Security, (ii) if publication of the Dow Jones Industrial Average is discontinued, select a successor index or, if no successor index is available, determine the Closing Levels
under the circumstances described in this Security and (iii) determine whether a Market Disruption Event has occurred. 
 
The Company covenants that, so long as any of the Securities of this series are Outstanding, there shall at all times be a Calculation
Agent (which shall be a broker-dealer, bank or other financial institution) with respect to the Securities of this series. 
 
All determinations made by the Calculation Agent with respect to the Securities of this series will be at the sole discretion of the
Calculation Agent and, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holders of the Securities of this series. All percentages and other amounts resulting from any calculation with respect
to the Securities of this series will be rounded at the Calculation Agent’s discretion. 
 
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose. 
 

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

	 Dated:
                                        
                    
	 	 	 	 
	
	 	 	 	 	 WELLS FARGO & COMPANY

	
	 	 	 	 	 By:
	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 Its:
	 	 
	 	 	 	 	

	
	 [SEAL]
	 	 	 	 	 	 
	 	 	 	 	 Attest:
	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 Its
	 	 
	 	 	 	 	

	 	 	 	 	 	 	 	 	 

 

	 TRUSTEE’S CERTIFICATE OF

	 AUTHENTICATION

	 This is one of the Securities of the

	 series designated therein described

	 in the within-mentioned Indenture.


 

	
	 CITIBANK, N.A.,
 as Trustee

	
	 By:
	 	 
	 	 	

	 	 	 Authorized Signature

	
	 	 	 OR

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

	
	 By:
	 	 
	 	 	

	 	 	 Authorized Signature


 
 

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[Reverse of
Note] 
 
 
WELLS FARGO & COMPANY 
 
High Point Average NotesSM 
 
Notes Linked to the Dow Jones Industrial AverageSM due May 5, 2010 
 
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein called the “Indenture”), between the Company and Citibank, N.A., as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $23,655,000; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the consent of the Holders of the Securities of this series, issue
additional Securities with the same terms as the Securities of this series, and such additional Securities shall be considered part of the same series under the Indenture as the Securities of this series. 
 
The Securities of this series are not subject to redemption at
the option of the Company or repayment at the option of the Holder hereof prior to May 5, 2010. The Securities will not be entitled to any sinking fund. 
 
The Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of
interest against a Holder of Securities of this series. 
 
If an Event of Default, as defined in the Indenture, with respect to Securities of this series shall occur and be continuing, the Maturity Payment Amount (calculated as set forth in the next sentence) of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Maturity Payment Amount hereof calculated
as though the date of acceleration was the Stated Maturity Date and the last day of the last full calendar month during the term of the Securities of this series. Upon payment of the amount so declared due and payable, all of the Company’s
obligations in respect of payment of the Maturity Payment Amount shall terminate. The Securities of this series will not bear a default rate of interest after the occurrence of an Event of Default or an acceleration under the Indenture.

 
The Company agrees, and by acceptance of a
beneficial ownership interest in this Security each beneficial owner of this Security will be deemed to have agreed, for United States federal income tax purposes (i) to treat this Security as a single debt instrument subject to the Treasury

 

7 








 
regulations governing
contingent payment debt instruments, (ii) to report all income (or loss) with respect to this Security according to those Treasury regulations, and (iii) to be bound by the Company’s determination of the “comparable yield” and the
“projected payment schedule” (within the meaning of such Treasury regulations) for this Security, unless such beneficial owner timely discloses and justifies in its federal income tax return the use of a different comparable yield and
projected payment schedule. 
 
The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected, acting together. The Indenture also contains provisions permitting the
Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting together, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has
been given or taken by the Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the “Principal Amount”
hereof. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 
Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating to
defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein, shall not apply to this Security.
The remaining provisions of Section 401 of the Indenture shall apply to this Security. 
 
Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series in
authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations described below, without
charge except for any tax or other governmental charge imposed in connection therewith. 
 
This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or
if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company receives such notice or becomes aware of such
ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default with respect 
 

8 








 
to the Securities represented
hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same terms and of authorized denominations aggregating a
like amount. 
 
This Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a
nominee of such successor. Except as provided above, owners of beneficial interests in this Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose
under the Indenture. 
 
No reference herein to the
Indenture and no provision of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Maturity Payment Amount at the times and place, and in the coin or currency, herein prescribed, except
as otherwise provided in this Security. 
 
Prior to
due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 
No recourse shall be had for the payment of the Maturity Payment Amount, or for any claim based on this Security, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

 
All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise defined in this Security. 
 
This Security shall be governed by and construed in accordance with the laws of the State of New York. 
 

9 








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

	 TEN COM
	  	 —  
	  	 as tenants in common

	
	 TEN ENT
	  	 —  
	  	 as tenants by the entireties

	
	 JT TEN
	  	 —  
	  	 as joint tenants with right

	 	  	 	  	 of survivorship and not

	 	  	 	  	 as tenants in common


 

	 UNIF GIFT MIN ACT —
	 	 	 	 Custodian
	  	 
	 	 	
	 	 	  	

	 	 	 (Cust)
	 	 	  	 (Minor)


 

	 Under Uniform Gifts to Minors Act
	  	 	  	 	  	 
	 	  	 	  	 	  	 
	
	  	 
	 (State)
	  	 	  	 	  	 

 
Additional abbreviations may also be used though not in the above list. 
 
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 
 

	 Please Insert Social Security or
	 	 	 	 
	 Other Identifying Number of Assignee
	 	 	 	 
	 	 	 	 	 
	
	 	 

 
 

 

 

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

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

	 Dated:
                                        
                                


 

	
	 	 	 	 	 	 	 
	 	 	 	 	

	
	 	 	 	 	 	 	 
	 	 	 	 	


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

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