<PAGE>

                                                                 EXHIBIT 4(x)(A)

                                 [Face of Note]

CUSIP NO.                                      PRINCIPAL AMOUNT: $

REGISTERED NO.

                              WELLS FARGO & COMPANY

                                     FORM OF

                     MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue

[_] Check this box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer 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.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]


ORIGINAL ISSUE DATE:       ISSUE PRICE:   %         INTEREST RATE PER ANNUM:

STATED MATURITY DATE:      INTEREST PAYMENT         REGULAR RECORD DATES:
                           DATES:

OPTIONAL REDEMPTION:       INITIAL REDEMPTION       ANNUAL REDEMPTION
                           PERCENTAGE:              PERCENTAGE REDUCTION:

INITIAL REDEMPTION         SINKING FUND:            OPTION TO ELECT REPAYMENT:
DATE:

OPTIONAL REPAYMENT         MINIMUM DENOMINATIONS:   DEPOSITARY (Only applicable
DATE(S):                       [_]   $1,000         if this Security is a Global
                               [_]   Other          Security):
<PAGE>

SPECIFIED CURRENCY:

OTHER/ADDITIONAL TERMS:                             ADDENDUM ATTACHED:


     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 __________________, or registered
assigns, the principal sum of _______________________ Dollars ($______________)
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to such date) and to pay interest, if any, on the principal amount hereof
at the Interest Rate shown above (computed on the basis of a 360-day year of
twelve 30-day months), semi-annually on each Interest Payment Date set forth
above from and after the date of this Security and at Maturity until payment of
the principal amount hereof has been made or duly provided for. Unless this
Security is a Security which has been issued upon transfer of, in exchange for,
or in replacement of, a Predecessor Security, interest on this Security shall
accrue from the Original Issue Date indicated above. If this Security has been
issued upon transfer of, in exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on, this Security is
payable by the Company in the Specified Currency specified above.

     Any interest not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent


                                       2
<PAGE>

with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in __________________ and
______________________. The Company has initially appointed
__________________________________ as the Paying Agent at its offices at
_________________________________________________ and at _____________________
---------------------------.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 15 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
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
________________ or _________________.

     The Company will pay any administrative costs imposed by banks on payors in
making payments on this Security in immediately available funds and the Holder
of this Security will pay any administrative costs imposed by banks on payees in
connection with such payments. Any tax, assessment or governmental charge
imposed upon payments on this Security will be borne by the Holder of this
Security.

     Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day other
than a Saturday, Sunday or a legal holiday or a day on which banking
institutions are authorized or required by law or regulation to close in
_____________ or _________________.


                                       3
<PAGE>

     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, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       4
<PAGE>

     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 referred to
in the within-mentioned Indenture.


                               ,
-------------------------------
  as Trustee

By:
    --------------------------
    Authorized Signature


                                       5
<PAGE>

                                [Reverse of Note]



                              WELLS FARGO & COMPANY


                     MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


General

     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 _______________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and __________________________________, 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 of the
Securities, which series is limited to an aggregate principal amount of
$_____________ or the equivalent thereof in one or more foreign or composite
currencies, designated as Medium-Term Notes, Series __, of the Company. The
Securities of this series may mature at different times, bear interest, if any,
at different rates, be redeemable at different times or not at all, be repayable
at the option of the Holder at different times or not at all, be issued at an
original issue discount and be denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.


                                       6
<PAGE>

Modification and Waivers; Obligation of the Company Absolute

     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 as a class.
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 as a class, 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.
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.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed, except that in the event the Company deposits money or Eligible
Instruments as provided in Section 401 or 403 of the Indenture, such payments
will be made only from proceeds of such money or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for 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, which provisions apply to this Security.

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction


                                       7
<PAGE>

specified on the face hereof, until the Redemption Percentage is equal to 100%.
The Company may exercise such option by causing the Trustee to mail a notice of
such redemption at least 30 but not more than 60 days prior to the applicable
Redemption Date to each Holder of the Securities of this series to be redeemed.
In the event of redemption of this Security in part only, the Company shall
issue a new Security or Securities for the unredeemed portion hereof in the name
of the Holder hereof upon the cancellation hereof. If less than all of the
Securities of this series with like tenor and terms are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security will not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter (and this
Security and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries to __________________________________ are to be made is
____________________________ _______________________________ (or, at such other
place as the Company shall notify the Holders of the Securities of this series).
All questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.


                                       8
<PAGE>

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in _____________ or
_________________, 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.

     If this Security is a Global Security (as specified above), 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 the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), 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 Global 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.

     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.


                                       9
<PAGE>

No Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, 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.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       10
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_________________________________________________________________________, at
_________________________________________________________________ (please print
or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $__________.

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the


                                       11
<PAGE>

Security or Securities to be issued to the holder for the portion of the within
Securities not being repaid (in the absence of any specification, one such
Security will be issued for the portion not being repaid): $______________.



Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       12
<PAGE>

                                  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), assign(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)


                                       13
<PAGE>

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

Dated:  _________________________



                                                      --------------------------
                                Signature Guaranteed:
                                                      --------------------------


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


                                       14
<PAGE>

                                                                 Exhibit 4(x)(B)

                                 [Face of Note]

CUSIP NO.                                     PRINCIPAL AMOUNT: $

REGISTERED NO.


                              WELLS FARGO & COMPANY

                                     FORM OF

                    MEDIUM-TERM FLOATING RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer 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.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]

ORIGINAL ISSUE           ISSUE PRICE:    %            STATED MATURITY DATE:
DATE:


BASE RATE:               INITIAL INTEREST RATE:       INTEREST PAYMENT DATES:



REGULAR RECORD           INTEREST DETERMINATION       CALCULATION DATES:
DATES:                   DATES:


MAXIMUM RATE:            MINIMUM RATE:                INTEREST RESET PERIOD:


                                       15
<PAGE>

INTEREST RESET                 INITIAL INTEREST          SPREAD MULTIPLIER:
DATES:                         RESET DATE:

SPREAD:   +                    INDEX MATURITY:           DESIGNATED CMT MATURITY
          -                                              INDEX AND DESIGNATED
                                                         TELERATE PAGE
                                                         (Only applicable if the
                                                          Base Rate is CMT):

DESIGNATED LIBOR PAGE          INDEX CURRENCY             CALCULATION AGENT:
(Only applicable if the        (Only applicable if the
Base Rate is LIBOR):           Base Rate is LIBOR):
   [_] LIBOR Telerate (p._)
   [_] LIBOR Reuters (p. _)


OPTIONAL REDEMPTION            INITIAL REDEMPTION DATE    INITIAL REDEMPTION
(at option of Company):        (at option of Company):    PERCENTAGE:


ANNUAL REDEMPTION              SINKING FUND:              OPTION TO ELECT
PERCENTAGE REDUCTION:                                     REPAYMENT:


OPTIONAL REPAYMENT             MINIMUM DENOMINATIONS:     DEPOSITARY
DATE(S):                            [_] $1,000            (Only applicable if
                                    [_] Other             this Security is a
                                                          Global Security):

SPECIFIED CURRENCY:


OTHER/ADDITIONAL TERMS:                                   ADDENDUM ATTACHED:



     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of
__________________________________Dollars ($_____________) on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to such
date) and to pay interest, if any, on the Interest Payment Dates specified
above, commencing with the first Interest Payment Date specified above following
the Original Issue Date specified above, and at Maturity, on the principal
amount hereof, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above following the
Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading


                                       16
<PAGE>

"Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of EURIBOR", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", "Determination of
Treasury Rate" or "Determination of CMT Rate", depending upon whether the Base
Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, LIBOR,
Prime Rate, Treasury Rate or CMT Rate, as specified above.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any Interest Payment Date specified above that would fall on a day that is
not a Business Day, other than an Interest Payment Date that is also the date of
Maturity, shall be the following day that is a Business Day, except that, if the
Base Rate specified above is LIBOR or EURIBOR and such following Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the date of Maturity would fall on a
day that is not a Business Day, the payment of principal and any premium and
interest shall be made on the following Business Day, with the same force and
effect as if made on the due date, and no additional interest shall accrue on
the amount so payable for the period from and after such date of Maturity. For
purposes of this Security, "Business Day" means (a) 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
____________________ or _____________________, and (b) if the Base Rate
specified above is LIBOR or EURIBOR, any day that meets the above criteria and
which is also a London Banking Day. For purposes of this Security, "London
Banking Day" means any day on which dealings in deposits in the Index Currency
specified above are transacted in the London interbank market.

     Interest payments on this Security shall be the amount of interest accrued
from and including the Original Issue Date specified above or from and including
the last date to which interest has been paid, or provided for, as the case may
be, to but excluding, the following Interest Payment Date or the date of
Maturity. If this Security has been issued upon transfer of, in exchange for, or
in replacement of, a Predecessor Security, interest on this Security shall
accrue from the last Interest Payment Date to which interest was paid on such
Predecessor Security or, if no interest was paid on such Predecessor Security,
from the Original Issue Date specified above.

     Subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, the interest so payable on any Interest Payment Date shall be
paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date


                                       18
<PAGE>

(whether or not a Business Day) next preceding such Interest Payment Date, and
interest payable upon the Maturity (whether or not such date of Maturity is an
Interest Payment Date) shall be paid to the Person to whom principal is payable;
provided, however, that the first payment of interest on a Security originally
issued and dated between a Regular Record Date specified above and an Interest
Payment Date shall be due and payable on the Interest Payment Date following the
next succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Unless otherwise specified on the face hereof,
"Regular Record Date" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date.

     Any interest not punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company shall at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in ___________________ or __________________.
The Company has initially appointed ________________________ as the Paying Agent
at its offices at _________________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security shall be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) shall be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity shall be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
_____________________ or ______________________.


                                       18
<PAGE>

     The Company shall pay any administrative costs imposed by banks on payors
in making payments on this Security in immediately available funds and the
Holder of this Security will pay any administrative costs imposed by banks on
payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security shall be borne by the Holder of
this Security.

     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, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       19
<PAGE>

         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 referred to
in the within-mentioned Indenture.


                               ,
-------------------------------
  as Trustee

By:
    --------------------------
    Authorized Signature


                                       20
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY

                   MEDIUM-TERM FLOATING RATE NOTE, SERIES ___

                   Due Nine Months or More From Date of Issue

General

     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 _______________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and _________________, 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 of the Securities, which series is limited to an
aggregate principal amount of _____________________ or the equivalent thereof in
one or more foreign or composite currencies, designated as Medium-Term Notes,
Series ___, of the Company. The Securities of this series may mature at
different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the Holder at
different times or not at all, be issued at an original issue discount and be
denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

Interest Rate Reset

     The interest rate in effect from the Original Issue Date to the Initial
Interest Reset Date specified on the face hereof shall be the Initial Interest
Rate specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof following the Original Issue Date specified on
the face hereof, the rate at which interest on this Security is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as
specified on the face hereof under "Interest Reset Period". Each such adjusted
rate shall be applicable from and including the Interest Reset Date to which it
relates to but not including the next succeeding Interest Reset Date or until
Maturity, as the case may be. Subject to applicable provisions of law and except
as specified herein, on each Interest Reset Date, the rate of interest on this
Security shall be the rate determined with respect to the Interest Determination
Date


                                       21
<PAGE>

next preceding such Interest Reset Date in accordance with the provisions
of the applicable heading below and adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof, and/or by the multiplication
by the Spread Multiplier, if any, specified on the face hereof.

     If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the following Business Day, except that
if the Base Rate specified above is LIBOR or EURIBOR and if such following
Business Day is in the next calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.

     Accrued interest shall be calculated by multiplying the principal amount by
an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such day will be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, if the Base Rate is the
CD Rate, the Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR or
the Prime Rate or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or the CMT Rate.

     Unless otherwise specified on the face hereof, all percentages resulting
from any calculation referred to herein shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from any
such calculation on this Security shall be rounded to the nearest cent (with
one-half cent being rounded upwards).

     Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date.

     The interest rate on this Security shall in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.

     At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that shall become effective on the next Interest Reset Date
with respect to this Security. The Calculation Agent's determination of any
interest rate shall be final and binding in the absence of manifest error.


                                       22
<PAGE>

     A "Calculation Date", where applicable, for any Interest Determination Date
will be the earlier of:

     o    the tenth calendar day after that Interest Determination Date, or, if
          that day is not a Business Day, the following Business Day; or

     o    the Business Day before the applicable Interest Payment Date or
          Maturity.

Determination of CD Rate

     If the Base Rate specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "CD Interest Determination Date") shall equal the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, ("H.15(519)") under the heading "CDs (Secondary Market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above:

     o    If the above rate is not published in H.15(519) by 9:00 a.m., New York
          City time, on the Calculation Date, the CD Rate will be the rate on
          the applicable CD Interest Determination Date set forth in the daily
          update of H.15(519), available through the world wide website of the
          Board of Governors of the Federal Reserve System at
          http://www.bog.frb.fed.us/releases/h15/update, or any successor site
          or publication (the "H.15 Daily Update"), for the day in respect of
          certificates of deposit having the Index Maturity specified on the
          face hereof under the caption "CDs (secondary market)."

     o    If that rate is not yet published in either H.15(519) or the H.15
          Daily Update by 3:00 p.m., New York City time, on the Calculation
          Date, then the Calculation Agent will determine the CD Rate to be the
          arithmetic mean of the secondary market offered rates as of 10:00
          a.m., New York City time, on that CD Interest Determination Date of
          three leading nonbank dealers in negotiable U.S. dollar certificates
          of deposit in New York City, which may include the agents or their
          affiliates, selected by the Calculation Agent, after consultation with
          the Company, for negotiable certificates of deposit of major United
          States money center banks of the highest credit standing in the market
          for negotiable certificates of deposit with a remaining maturity
          closest to the Index Maturity specified on the face hereof in an
          amount that is representative for a single transaction in the market
          at that time.


                                       23
<PAGE>

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the CD Rate in effect
          immediately before that CD Interest Determination Date will not change
          and will remain the CD Rate in effect on that CD Interest
          Determination Date.

Determination of Commercial Paper Rate

     If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Commercial Paper Interest
Determination Date") shall equal the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper--Nonfinancial."

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, then the Commercial Paper Rate will be the
          Money Market Yield of the rate on the applicable Commercial Paper
          Interest Determination Date for commercial paper having the Index
          Maturity specified on the face hereof as published in the H.15 Daily
          Update under the heading "Commercial Paper--Nonfinancial."

     o    If by 3:00 p.m., New York City time, on that Calculation Date that
          rate is not yet published in either H.15(519) or the H.15 Daily
          Update, then the Calculation Agent will determine the Commercial Paper
          Rate to be the Money Market Yield of the arithmetic mean of the
          offered rates as of 11:00 a.m., New York City time, on that Commercial
          Paper Interest Determination Date of three leading dealers of
          commercial paper in New York City, which may include the agents or
          their affiliates, selected by the Calculation Agent, after
          consultation with the Company, for commercial paper having the Index
          Maturity specified on the face hereof placed for an industrial issuer
          whose bond rating is "AA," or the equivalent, from a nationally
          recognized statistical rating agency.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Commercial Paper Rate in
          effect immediately before the Commercial Paper Interest Determination
          Date will not change and will remain the Commercial Paper Rate in
          effect on that Commercial Paper Interest Determination Date.


                                       24
<PAGE>

     "Money Market Yield" will be a yield calculated in accordance with the
following formula:

                                          D x 360
             Money Market Yield =     ---------------  x 100
                                       360 - (D x M)

where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

  Determination of EURIBOR

     If the Base Rate specified on the face hereof is EURIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "EURIBOR Interest Determination Date") shall equal
the rate for deposits in euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI - The Financial Market Association, or
any company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

     The following procedures will be followed if the EURIBOR Rate cannot be
determined as described above:

     o    If the above rate does not appear, the Calculation Agent will request
          the principal Euro-zone, as defined below, office of each of four
          major banks in the Euro-zone interbank market, as selected by the
          Calculation Agent, after consultation with the Company, to provide the
          Calculation Agent with its offered rate for deposits in euros, at
          approximately 11:00 a.m. (Brussels time) on the EURIBOR Interest
          Determination Date, to prime banks in the Euro-zone interbank market
          for the Index Maturity specified on the face hereof commencing on the
          applicable EURIBOR Interest Reset Date, and in a principal amount not
          less than the equivalent of U.S. $1 million in euro that is
          representative of a single transaction in euro, in that market at that
          time. If at least two quotations are provided, EURIBOR will be
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, EURIBOR will be the
          arithmetic mean of the rates quoted by four major banks in the
          Euro-zone, as selected by the Calculation Agent, after consultation
          with the Company, at approximately 11:00 a.m. (Brussels time), on the
          applicable EURIBOR Interest Reset Date for loans in euro to leading
          European banks for a period of time equivalent to the Index Maturity
          specified on the face hereof commencing on that EURIBOR


                                       25
<PAGE>

          Interest Reset Date in a principal amount not less than the equivalent
          of U.S. $1 million in euro.

     o    If the banks selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the EURIBOR in effect
          immediately before such EURIBOR Interest Determination Date will not
          change and will remain the EURIBOR in effect on that EURIBOR Interest
          Determination Date.

"Euro-zone" means the region comprised of member states of the European Union
that adopt the single currency in accordance with the treaty establishing the
European Community, as amended by the treaty on European Union.

  Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Federal Funds Interest Determination
Date") shall equal the rate on that day for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120").

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, the Federal Funds Rate will be the rate on
          the applicable Federal Funds Interest Determination Date as published
          in the H.15 Daily Update under the heading "Federal
          Funds/(Effective)."

     o    If that rate is not yet published in either H.15(519) or H.15 Daily
          Update by 3:00 p.m., New York City time, on the Calculation Date, the
          Calculation Agent will determine the Federal Funds Rate to be the
          arithmetic mean of the rates for the last transaction in overnight
          U.S. dollar Federal Funds arranged by each of three leading brokers of
          U.S. dollar Federal Funds transactions in New York City, which may
          include the agents or their affiliates, selected by the Calculation
          Agent, after consultation with the Company, before 9:00 a.m., New York
          City time, on that Federal Funds Interest Determination Date.

     o    If the brokers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Federal Funds Rate in
          effect immediately before that Federal Funds Interest Determination
          Date will not change and will remain the Federal Funds Rate in effect
          on that Federal Funds Interest Determination Date.


                                       26
<PAGE>

  Determination of LIBOR

     If the Base Rate specified on the face hereof is LIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "LIBOR Interest Determination Date") shall be
determined by the Calculation Agent by reference to the display on Bridge
Telerate Inc., or any successor service, on Page 3750, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency ("LIBOR
Telerate"). The "Index Currency" means the currency specified on the face hereof
as the currency for which LIBOR will be calculated, or, if the euro is
substituted for that currency, the Index Currency will be the euro. If no
currency is specified on the face hereof the Index Currency will be U.S.
dollars.

     o    As of the LIBOR Interest Determination Date, LIBOR will be the rate
          for deposits in the Index Currency having the Index Maturity specified
          on the face hereof, commencing on the second London Banking Day
          immediately following that LIBOR Interest Determination Date or, if
          pounds sterling is the Index Currency, commencing on that LIBOR
          Interest Determination Date that appears on LIBOR Telerate as of 11:00
          a.m., London time, on that LIBOR Interest Determination Date.

     o    If no rate appears, then the Calculation Agent will request the
          principal London offices of each of four major reference banks in the
          London interbank market, as selected by the Calculation Agent, after
          consultation with the Company, to provide the Calculation Agent with
          its offered quotation for deposits in the Index Currency for the
          period of the Index Maturity specified on the face hereof commencing
          on the second London Banking Day immediately following the LIBOR
          Interest Determination Date, to prime banks in the London interbank
          market at approximately 11:00 a.m., London time, on that LIBOR
          Interest Determination Date and in a principal amount that is
          representative of a single transaction in that Index Currency in that
          market at that time. If at least two quotations are provided, LIBOR
          determined on that LIBOR Interest Determination Date will be the
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, LIBOR will be determined
          for the applicable Interest Reset Date as the arithmetic mean of the
          rates quoted at approximately 11:00 a.m., London time, or some other
          time specified on the face hereof, in the applicable principal
          financial center for the country of the Index Currency on that
          Interest Reset Date, by three major banks in that principal financial
          center selected by the Calculation Agent, after consultation with the
          Company, for loans in the Index Currency to leading European banks,
          having the Index Maturity specified on the face hereof and in a
          principal amount that is


                                       27
<PAGE>

          representative of a single transaction in that Index Currency in that
          market at that time.

     o    If the banks so selected by the Calculation Agent are not quoting as
          described in the previous bullet point, LIBOR in effect immediately
          before such LIBOR Interest Determination Date will not change and will
          remain the LIBOR in effect on such LIBOR Interest Determination Date.

     If LIBOR Reuters is specified on the face hereof, then LIBOR for each LIBOR
Interest Determination Date will be determined by the Calculation Agent by
reference to the display on the Reuters Monitor Money Rates Service, on the page
specified on the face hereof, or any other page on any designated successor
service, for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency ("LIBOR Reuters"), and the first bullet point
of the previous paragraph will be replaced with the following:

     o    As of the LIBOR Interest Determination Date, LIBOR will be the
          arithmetic mean of the offered rates for deposits in the Index
          Currency having the Index Maturity specified on the face hereof,
          commencing on the second London Banking Day immediately following that
          LIBOR Interest Determination Date, that appear on LIBOR Reuters as of
          11:00 a.m., London time, on that LIBOR Interest Determination Date, if
          at least two offered rates appear on LIBOR Reuters; provided, however,
          that if LIBOR Reuters by its terms provides for only a single rate,
          that single offered rate will be used.

     o    If fewer than two rates appear or no rates appear, as applicable, then
          LIBOR shall be calculated as described in the last three bullet points
          in the previous paragraph.

  Determination of Prime Rate

     If the Base Rate specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "Prime Interest Determination Date") shall
equal the rate on such date as published in H.15(519) under the heading "Bank
Prime Loan."

     The following procedures will be followed if the Prime Rate cannot be
determined as described above:

     o    If the rate is not published before 9:00 a.m., New York City time, on
          the Calculation Date, then the Prime Rate will be the rate on such
          Prime Interest Determination Date as published in the H.15 Daily
          Update, under the heading "Bank Prime Loan."


                                       28
<PAGE>

     o    If the rate is not published before 3:00 p.m., New York City time, on
          the Calculation Date, in either H.15(519) or the H.15 Daily Update,
          then the Calculation Agent will determine the Prime Rate to be the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME1 Page, as defined
          below, as that bank's prime rate or base lending rate as in effect for
          that Prime Interest Determination Date.

     o    If fewer than four rates appear on the Reuters Screen US PRIME1 Page
          on that Prime Interest Determination Date, then the Calculation Agent
          will determine the Prime Rate to be the arithmetic mean of the prime
          rates or base lending rates quoted on the basis of the actual number
          of days in the year divided by 360, as of the close of business on
          that Prime Interest Determination Date by at least three major banks
          in New York City, which may include affiliates of the agents, selected
          by the Calculation Agent.

     o    If the banks selected are not quoting as described in the previous
          bullet point, the Prime Rate in effect immediately before such Prime
          Interest Determination Date will not change and will remain the Prime
          Rate in effect on such Prime Interest Determination Date.

"Reuters Screen US PRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service, or any successor service or any
other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.

  Determination of Treasury Rate

     If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Treasury Interest Determination
Date") shall equal the rate from the auction held on that date of direct
obligations of the United States, which are commonly referred to as "Treasury
bills," having the Index Maturity specified on the face hereof under the caption
"Investment Rate" on the display on Bridge Telerate, Inc., or any successor
service on:

     o    page 56, or any other page as may replace such page on such service
          ("Telerate Page 56");

     o    page 57, or any other page as may replace such page on such service,
          ("Telerate Page 57"); or,

     o    if not so published by 3:00 p.m., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield, as defined below, of the
          rate for the Treasury bills as published in the H.15(519) Daily
          Update, or such other recognized


                                       29
<PAGE>

          electronic source used for the purpose of displaying such rate, under
          the heading "U.S. Government Securities/Treasury Bills/Auction High."

     The following procedures will be followed if the Treasury Rate cannot be
determined as described above:

     o    If the above rate is not published by 3:00 p.m., New York City time,
          on the Calculation Date, the Treasury Rate will be the Bond Equivalent
          Yield of the auction rate of the applicable Treasury bills on that
          Treasury Interest Determination Date as announced by the United States
          Department of the Treasury.

     o    In the event that the auction rate of Treasury bills having the Index
          Maturity specified on the face hereof is not published or announced as
          provided above by 3:00 p.m., New York City time, on such Calculation
          Date, or if no auction is held on that Treasury Interest Determination
          Date, then the Calculation Agent will determine the Treasury Rate to
          be the Bond Equivalent Yield of the rate on that Treasury Interest
          Determination Date of Treasury bills having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "U.S. Government Securities/Treasury Bills/Secondary Market"
          or, if not yet published by 3:00 p.m., New York City time, on the
          related Calculation Date, the rate on such Treasury Interest
          Determination Date of the applicable Treasury bills as published in
          the H.15 Daily Update under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market." If that rate is not yet
          published in H.15(519) or the H.15 Daily Update, then the Treasury
          Rate will be calculated by the Calculation Agent and will be the Bond
          Equivalent Yield of the arithmetic mean of the secondary market bid
          rates, as of approximately 3:30 p.m., New York City time, on that
          Treasury Interest Determination Date, of three primary United States
          government securities dealers, which may include the agents or their
          affiliates, selected by the Calculation Agent, for the issue of
          Treasury bills with a remaining maturity closest to the Index Maturity
          specified on the face hereof.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Treasury Rate in effect
          immediately before that Treasury Interest Determination Date will not
          change and will remain the Treasury Rate in effect on such Treasury
          Interest Determination Date.

"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated as
follows:

                                                D x N
                Bond Equivalent Yield  =   --------------  x  100
                                            360 - (D x M)


                                       30
<PAGE>

where "D" refers to the applicable annual rate for the Treasury notes quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.

  Determination of CMT Rate

     If the Base Rate specified on the face hereof is CMT Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "CMT Interest Determination Date) shall
equal the rate displayed on the Designated CMT Telerate Page, as defined below,
under the caption "Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index, as defined below, for:

          (i) if the Designated CMT Telerate Page is 7051, that CMT Interest
     Determination Date; and

          (ii) if the Designated CMT Telerate Page is 7052, the week or the
     month, as applicable, ended immediately before the week in which the
     related CMT Interest Determination Date occurs.

          The following procedures will be used if the CMT Rate cannot be
     determined as described above:

     o    If that rate is no longer displayed on the relevant page, or if not
          displayed by 3:00 p.m., New York City time, on the related Calculation
          Date, then the CMT Rate will be the treasury constant maturity rate
          for the Designated CMT Maturity Index, as defined below, as published
          in H.15(519).

     o    If that rate is no longer published, or if not published by 3:00 p.m.,
          New York City time, on the related Calculation Date, then the CMT Rate
          will be the treasury constant maturity rate for the Designated CMT
          Maturity Index, or other United States Treasury rate for the
          Designated CMT Maturity Index, for the CMT Interest Determination Date
          with respect to that Interest Reset Date as may then be published by
          either the Board of Governors of the Federal Reserve System or the
          United States Department of the Treasury that the Calculation Agent
          determines to be comparable to the rate formerly displayed on the
          Designated CMT Telerate Page and published in H.15(519).

     o    If the information described above is not provided by 3:00 p.m., New
          York City time, on the related Calculation Date, then the Calculation
          Agent will determine the CMT Rate to be a yield to maturity, based on
          the arithmetic mean of the secondary market closing offer side prices
          as of approximately 3:30 p.m., New York City time, on the CMT Interest
          Determination Date reported, according to


                                       31
<PAGE>

          their written records, by three leading primary United States
          government securities dealers (each a "reference dealer") in New York
          City selected by the Calculation Agent as described in the following
          sentence, which may include the agents or their affiliates. The
          Calculation Agent will select five reference dealers, after
          consultation with the Company, and will eliminate the highest
          quotation, or, in the event of overlap, one of the highest and the
          lowest quotation, or, in the event of overlap, one of the lowest, for
          the most recently issued direct noncallable fixed rate obligations of
          the United States, which are commonly referred to as "Treasury notes,"
          with an original maturity of approximately the Designated CMT Maturity
          Index and a remaining term to maturity of not less than such
          Designated CMT Maturity Index minus one year.

     o    If the Calculation Agent cannot obtain three such Treasury notes
          quotations, the Calculation Agent will determine the CMT Rate to be a
          yield to maturity based on the arithmetic mean of the secondary market
          offer side prices as of approximately 3:30 p.m., New York City time,
          on the CMT Interest Determination Date of three reference dealers in
          New York City, which may include the agents or their affiliates,
          selected using the same method described above, for Treasury notes
          with an original maturity of the number of years closest to but not
          less than the Designated CMT Maturity Index and a remaining term to
          maturity closest to the Designated CMT Maturity Index and in an amount
          of at least $100,000,000. If two Treasury notes with an original
          maturity as described above have remaining terms to maturity equally
          close to the Designated CMT Maturity Index, the Calculation Agent will
          obtain quotations for the Treasury note with the shorter remaining
          term to maturity.

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

     o    If fewer than three reference dealers selected by the Calculation
          Agent are quoting as described above, the CMT Rate in effect
          immediately before such CMT Interest Determination Date will not
          change and will remain the CMT Rate in effect on such CMT Interest
          Determination Date.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc., or
any successor service, on the page designated on the face hereof, or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, for the most
recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on
the face hereof with


                                       32
<PAGE>

respect to which the CMT Rate will be calculated. If no maturity is specified on
the face hereof, the Designated CMT Maturity Index will be two years.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     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 as a class.
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 as a class, 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.
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.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed, except that in the event the Company deposits money or Eligible
Instruments as provided in Section 401 or 403 of the Indenture, such payments
shall be made only from proceeds of such money or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for 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, which provisions apply to this Security.


                                       33
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security shall not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       34
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to ______________________ are
to be made is _______________________________ (or, at such other place as the
Company shall notify the Holders of the Securities of this series). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in ________________ or
___________________, 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.

     If this Security is a Global Security (as specified above), 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 the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), 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


                                       35
<PAGE>

as provided above, owners of beneficial interests in this Global 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.

     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 Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, 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.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       36
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_____________________________, at ______________________________________ (please
print or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the Holder elects to have repaid: $__________.


                                       37
<PAGE>

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be issued to the
Holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       38
<PAGE>

                                  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), assign(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)


                                       39
<PAGE>

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

Dated:  _________________________

                                                        ------------------------
                                   Signature Guaranteed:
                                                         -----------------------

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


                                       40
<PAGE>

                                                                 Exhibit 4(x)(C)

                                 [Face of Note]


CUSIP NO.                                         PRINCIPAL AMOUNT: $

REGISTERED NO.

                              WELLS FARGO & COMPANY

                                     FORM OF

               SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check this box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer 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.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]


ORIGINAL ISSUE DATE:       ISSUE PRICE:   %         INTEREST RATE PER ANNUM:

STATED MATURITY DATE:      INTEREST PAYMENT         REGULAR RECORD DATES:
                           DATES:

OPTIONAL REDEMPTION:       INITIAL REDEMPTION       ANNUAL REDEMPTION
                           PERCENTAGE:              PERCENTAGE REDUCTION:

INITIAL REDEMPTION         SINKING FUND:            OPTION TO ELECT REPAYMENT:
DATE:


                                       41
<PAGE>

OPTIONAL REPAYMENT         MINIMUM DENOMINATIONS:   DEPOSITARY (Only applicable
DATE(S):                       [_]   $1,000         if this Security is a Global
                               [_]   Other          Security):

SPECIFIED CURRENCY:

OTHER/ADDITIONAL TERMS:                             ADDENDUM ATTACHED:


     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 __________________, or registered
assigns, the principal sum of _______________________ Dollars ($______________)
on the Stated Maturity Date shown above (except to the extent redeemed or repaid
prior to such date) and to pay interest, if any, on the principal amount hereof
at the Interest Rate shown above (computed on the basis of a 360-day year of
twelve 30-day months), semi-annually on each Interest Payment Date set forth
above from and after the date of this Security and at Maturity until payment of
the principal amount hereof has been made or duly provided for. Unless this
Security is a Security which has been issued upon transfer of, in exchange for,
or in replacement of, a Predecessor Security, interest on this Security shall
accrue from the Original Issue Date indicated above. If this Security has been
issued upon transfer of, in exchange for, or in replacement of, a Predecessor
Security, interest on this Security shall accrue from the last Interest Payment
Date to which interest was paid on such Predecessor Security or, if no interest
was paid on such Predecessor Security, from the Original Issue Date indicated
above. The first payment of interest on a Security originally issued and dated
between a Regular Record Date specified above and an Interest Payment Date will
be due and payable on the Interest Payment Date following the next succeeding
Regular Record Date to the registered owner on such next succeeding Regular
Record Date. Subject to certain exceptions provided in the Indenture referred to
herein below, the interest so payable on any Interest Payment Date will be paid
to the Person in whose name this Security is registered at the close of business
on the Regular Record Date (whether or not a Business Day) next preceding such
Interest Payment Date, and interest payable upon Maturity will be paid to the
person to whom principal is payable.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any interest not punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a


                                       42
<PAGE>

Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in ________________ or __________________. The
Company has initially appointed_______________________ as the Paying Agent at
its offices at ________________and at _________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security will be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) will be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
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
_____________ or ____________________.

     The Company will pay any administrative costs imposed by banks on payors in
making payments on this Security in immediately available funds and the Holder
of this Security will pay any administrative costs imposed by banks on payees in
connection with such payments. Any tax, assessment or governmental charge
imposed upon payments on this Security will be borne by the Holder of this
Security.

     Any payment on this Security due on any day which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and no additional
interest shall accrue on the amount so payable for the period from and after
such date. For purposes of this Security, "Business Day" means any day other
than a Saturday, Sunday or a legal holiday or a day on which banking


                                       43
<PAGE>

institutions are authorized or required by law or regulation to close in
______________ or _______________.

     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, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       44
<PAGE>

     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 referred to
in the within-mentioned Indenture.


                               ,
-------------------------------
  as Trustee

By:
    --------------------------
    Authorized Signature


                                       45
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY


               SUBORDINATED MEDIUM-TERM FIXED RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


General

     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 ________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and ___________________, 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 of the Securities, which series is limited to an
aggregate principal amount of $______________ or the equivalent thereof in one
or more foreign or composite currencies, designated as Subordinated Medium-Term
Notes, Series __, of the Company. The Securities of this series may mature at
different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the Holder at
different times or not at all, be issued at an original issue discount and be
denominated in different currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

     The indebtedness evidenced by this Security is, to the extent and in the
manner set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of and premium, if any, and
interest on all Senior Debt of the Company, and the Holder of this Security, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.


                                       46
<PAGE>

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     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 as a class.
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 as a class, 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.
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.

     Subject to the rights of holders of Senior Debt of the Company set forth in
this Security and the Indenture referred to above, no reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed, except that in the event the
Company deposits money or Eligible Instruments as provided in Section 401 or 403
of the Indenture, such payments will be made only from proceeds of such money or
Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for 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, which provisions apply to this Security.


                                       47
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security will not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       48
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to ____________________ are to
be made is _______________________ (or, at such other place as the Company shall
notify the Holders of the Securities of this series). All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Security
for repayment will be determined by the Company, whose determination will be
final and binding. Upon any partial repayment, this Security shall be cancelled
and a new Security or Securities for the remaining principal amount hereof shall
be issued in the name of the Holder of this Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in _____________ or _____________, 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.

     If this Security is a Global Security (as specified above), 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 the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), 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 Global Security will not be
entitled to


                                       49
<PAGE>

receive physical delivery of Securities in definitive form and will not be
considered the Holders hereof for any purpose under the Indenture.

     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 Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, 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.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


                                       50
<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_________________________________________________________________________, at
_________________________________________________________________ (please print
or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $__________.

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the


                                       51
<PAGE>

Security or Securities to be issued to the holder for the portion of the within
Securities not being repaid (in the absence of any specification, one such
Security will be issued for the portion not being repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       52
<PAGE>

                                  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), assign(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)


                                       53
<PAGE>

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

Dated:  _________________________

                                                         -----------------------

                                   Signature Guaranteed:
                                                         -----------------------


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


                                       54
<PAGE>

                                                                 Exhibit 4(x)(D)

                                 [Face of Note]


CUSIP NO.                                          PRINCIPAL AMOUNT: $

REGISTERED NO.


                              WELLS FARGO & COMPANY

                                     FORM OF

             SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES __

                   Due Nine Months or More From Date of Issue


[_] Check box if this Security is a Global Security.

     Applicable if this Security is a Global Security:

     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (55 Water Street, New York,
New York) ("DTC"), to the Issuer 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.]

     [If applicable, this Security will contain information required by U.S.
Federal Income Tax "Original Issue Discount" rules, as that term is defined in
the Internal Revenue Code of 1986, as amended.]

ORIGINAL ISSUE           ISSUE PRICE:    %            STATED MATURITY DATE:
DATE:


BASE RATE:               INITIAL INTEREST RATE:       INTEREST PAYMENT DATES:



REGULAR RECORD           INTEREST DETERMINATION       CALCULATION DATES:
DATES:                   DATES:


MAXIMUM RATE:            MINIMUM RATE:                INTEREST RESET PERIOD:



                                       55
<PAGE>

INTEREST RESET                 INITIAL INTEREST          SPREAD MULTIPLIER:
DATES:                         RESET DATE:

SPREAD:   +                    INDEX MATURITY:           DESIGNATED CMT MATURITY
          -                                              INDEX AND DESIGNATED
                                                         TELERATE PAGE
                                                         (Only applicable if the
                                                          Base Rate is CMT):

DESIGNATED LIBOR PAGE          INDEX CURRENCY             CALCULATION AGENT:
(Only applicable if the        (Only applicable if the
Base Rate is LIBOR):           Base Rate is LIBOR):
   [_] LIBOR Telerate (p._)
   [_] LIBOR Reuters (p. _)


OPTIONAL REDEMPTION            INITIAL REDEMPTION DATE    INITIAL REDEMPTION
(at option of Company):        (at option of Company):    PERCENTAGE:


ANNUAL REDEMPTION              SINKING FUND:              OPTION TO ELECT
PERCENTAGE REDUCTION:                                     REPAYMENT:


OPTIONAL REPAYMENT             MINIMUM DENOMINATIONS:     DEPOSITARY
DATE(S):                            [_] $1,000            (Only applicable if
                                    [_] Other             this Security is a
                                                          Global Security):

SPECIFIED CURRENCY:


OTHER/ADDITIONAL TERMS:                                   ADDENDUM ATTACHED:


     WELLS FARGO & COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of
__________________________________Dollars ($_____________) on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to such
date) and to pay interest, if any, on the Interest Payment Dates specified
above, commencing with the first Interest Payment Date specified above following
the Original Issue Date specified above, and at Maturity, on the principal
amount hereof, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above following the
Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading


                                       56
<PAGE>

"Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of EURIBOR", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", "Determination of
Treasury Rate" or "Determination of CMT Rate", depending upon whether the Base
Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, LIBOR,
Prime Rate, Treasury Rate or CMT Rate, as specified above.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Terms" apply to this Security as specified above, this
Security shall be subject to the terms set forth in such Addendum or such
"Other/Additional Terms."

     The principal (and premium, if any) and interest on this Security is
payable by the Company in the Specified Currency specified above.

     Any Interest Payment Date specified above that would fall on a day that is
not a Business Day, other than an Interest Payment Date that is also the date of
Maturity, shall be the following day that is a Business Day, except that, if the
Base Rate specified above is LIBOR or EURIBOR and such following Business Day is
in the next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the date of Maturity would fall on a
day that is not a Business Day, the payment of principal and any premium and
interest shall be made on the following Business Day, with the same force and
effect as if made on the due date, and no additional interest shall accrue on
the amount so payable for the period from and after such date of Maturity. For
purposes of this Security, "Business Day" means (a) 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
____________________ or __________________, and (b) if the Base Rate specified
above is LIBOR or EURIBOR, any day that meets the above criteria and which is
also a London Banking Day. For purposes of this Security, "London Banking Day"
means any day on which dealings in deposits in the Index Currency specified
above are transacted in the London interbank market.

     Interest payments on this Security shall be the amount of interest accrued
from and including the Original Issue Date specified above or from and including
the last date to which interest has been paid, or provided for, as the case may
be, to but excluding, the following Interest Payment Date or the date of
Maturity. If this Security has been issued upon transfer of, in exchange for, or
in replacement of, a Predecessor Security, interest on this Security shall
accrue from the last Interest Payment Date to which interest was paid on such
Predecessor Security or, if no interest was paid on such Predecessor Security,
from the Original Issue Date specified above.

     Subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, the interest so payable on any Interest Payment Date shall be
paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date


                                       57
<PAGE>

(whether or not a Business Day) next preceding such Interest Payment Date, and
interest payable upon the Maturity (whether or not such date of Maturity is an
Interest Payment Date) shall be paid to the Person to whom principal is payable;
provided, however, that the first payment of interest on a Security originally
issued and dated between a Regular Record Date specified above and an Interest
Payment Date shall be due and payable on the Interest Payment Date following the
next succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Unless otherwise specified on the face hereof,
"Regular Record Date" shall mean the fifteenth calendar day (whether or not a
Business Day) immediately preceding the related Interest Payment Date.

     Any interest not punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

     Until this Security is paid in full or payment therefor in full is duly
provided for, the Company shall at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in _______________________ or
_____________________. The Company has initially appointed
________________________ as the Paying Agent at its offices at
_______________________.

     If this Security is a Global Security: Payments of principal and any
premium and interest on this Security shall be made to DTC or its nominee, as
Holder of this Security, by wire transfer of immediately available funds.

     If this Security is not a Global Security: Payment of interest on this
Security (other than payments of interest at Maturity) shall be made by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or, in the case of a Holder of $50,000,000 or
more in aggregate principal amount of Securities of this series having the same
Interest Payment Date, by wire transfer of immediately available funds to such
account as may have been designated by such Holder. Any such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Paying Agent at its corporate trust office not later than 10 calendar days
prior to the applicable Interest Payment Date and, unless revoked by written
notice to the Paying Agent received by the Paying Agent on or prior to the
Regular Record Date immediately preceding the applicable Interest Payment Date,
shall remain in effect with respect to any further payments with respect to this
Security payable to such Holder. Payment of principal of and interest, if any,
on this Security at Maturity shall be made against presentation of this Security
at the office or agency of the Company maintained for that purpose in
____________________ or _____________________.


                                       58
<PAGE>

     The Company shall pay any administrative costs imposed by banks on payors
in making payments on this Security in immediately available funds and the
Holder of this Security will pay any administrative costs imposed by banks on
payees in connection with such payments. Any tax, assessment or governmental
charge imposed upon payments on this Security shall be borne by the Holder of
this Security.

     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, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       59
<PAGE>

     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 referred to
in the within-mentioned Indenture.


                               ,
-------------------------------
  as Trustee

By:
    --------------------------
    Authorized Signature


                                       60
<PAGE>

                                [Reverse of Note]


                              WELLS FARGO & COMPANY

              SUBORDINATED MEDIUM-TERM FLOATING RATE NOTE, SERIES B

                   Due Nine Months or More From Date of Issue

General

     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 ____________________, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and _____________________________, 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 of the
Securities, which series is limited to an aggregate principal amount of
___________________ or the equivalent thereof in one or more foreign or
composite currencies, designated as Subordinated Medium-Term Notes, Series ___,
of the Company. The Securities of this series may mature at different times,
bear interest, if any, at different rates, be redeemable at different times or
not at all, be repayable at the option of the Holder at different times or not
at all, be issued at an original issue discount and be denominated in different
currencies.

     The Securities are issuable only in registered form without coupons and
will be either (a) book-entry securities represented by one or more global
securities recorded in the book-entry system maintained by the Depository or (b)
certificated securities issued to and registered in the names of, the beneficial
owners or their nominees.

     The indebtedness evidenced by this Security is, to the extent and in the
manner set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full of the principal of and premium, if any, and
interest on all Senior Debt of the Company, and the Holder of this Security, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.

Interest Rate Reset

     The interest rate in effect from the Original Issue Date to the Initial
Interest Reset Date specified on the face hereof shall be the Initial Interest
Rate specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof following the


                                       61
<PAGE>

Original Issue Date specified on the face hereof, the rate at which interest on
this Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as specified on the face hereof under "Interest Reset
Period". Each such adjusted rate shall be applicable from and including the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until Maturity, as the case may be. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Security shall be the rate determined with respect
to the Interest Determination Date next preceding such Interest Reset Date in
accordance with the provisions of the applicable heading below and adjusted by
the addition or subtraction of the Spread, if any, specified on the face hereof,
and/or by the multiplication by the Spread Multiplier, if any, specified on the
face hereof.

     If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the following Business Day, except that
if the Base Rate specified above is LIBOR or EURIBOR and if such following
Business Day is in the next calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.

     Accrued interest shall be calculated by multiplying the principal amount by
an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid. Unless otherwise specified on the face hereof, the
interest factor for each such day will be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, if the Base Rate is the
CD Rate, the Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR or
the Prime Rate or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or the CMT Rate.

     Unless otherwise specified on the face hereof, all percentages resulting
from any calculation referred to herein shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from any
such calculation on this Security shall be rounded to the nearest cent (with
one-half cent being rounded upwards).

     Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date.

     The interest rate on this Security shall in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.


                                       62
<PAGE>

     At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that shall become effective on the next Interest Reset Date
with respect to this Security. The Calculation Agent's determination of any
interest rate shall be final and binding in the absence of manifest error.

     A "Calculation Date", where applicable, for any Interest Determination Date
will be the earlier of:

     o    the tenth calendar day after that Interest Determination Date, or, if
          that day is not a Business Day, the following Business Day; or

     o    the Business Day before the applicable Interest Payment Date or
          Maturity.

Determination of CD Rate

     If the Base Rate specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "CD Interest Determination Date") shall equal the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System, ("H.15(519)") under the heading "CDs (Secondary Market)."

     The following procedures will be followed if the CD Rate cannot be
determined as described above:

     o    If the above rate is not published in H.15(519) by 9:00 a.m., New York
          City time, on the Calculation Date, the CD Rate will be the rate on
          the applicable CD Interest Determination Date set forth in the daily
          update of H.15(519), available through the world wide website of the
          Board of Governors of the Federal Reserve System at
          http://www.bog.frb.fed.us/releases/h15/update, or any successor site
          or publication (the "H.15 Daily Update"), for the day in respect of
          certificates of deposit having the Index Maturity specified on the
          face hereof under the caption "CDs (secondary market)."

     o    If that rate is not yet published in either H.15(519) or the H.15
          Daily Update by 3:00 p.m., New York City time, on the Calculation
          Date, then the Calculation Agent will determine the CD Rate to be the
          arithmetic mean of the secondary market offered rates as of 10:00
          a.m., New York City time, on that CD Interest Determination Date of
          three leading nonbank dealers in negotiable U.S. dollar certificates
          of deposit in New York City, which may include the agents or their
          affiliates, selected by the Calculation Agent, after consultation with
          the Company, for negotiable certificates of deposit of major United
          States money center banks of


                                       63
<PAGE>

          the highest credit standing in the market for negotiable certificates
          of deposit with a remaining maturity closest to the Index Maturity
          specified on the face hereof in an amount that is representative for a
          single transaction in the market at that time.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the CD Rate in effect
          immediately before that CD Interest Determination Date will not change
          and will remain the CD Rate in effect on that CD Interest
          Determination Date.

Determination of Commercial Paper Rate

     If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Commercial Paper Interest
Determination Date") shall equal the Money Market Yield, calculated as described
below, of the rate on that date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper--Nonfinancial."

     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, then the Commercial Paper Rate will be the
          Money Market Yield of the rate on the applicable Commercial Paper
          Interest Determination Date for commercial paper having the Index
          Maturity specified on the face hereof as published in the H.15 Daily
          Update under the heading "Commercial Paper--Nonfinancial."

     o    If by 3:00 p.m., New York City time, on that Calculation Date that
          rate is not yet published in either H.15(519) or the H.15 Daily
          Update, then the Calculation Agent will determine the Commercial Paper
          Rate to be the Money Market Yield of the arithmetic mean of the
          offered rates as of 11:00 a.m., New York City time, on that Commercial
          Paper Interest Determination Date of three leading dealers of
          commercial paper in New York City, which may include the agents or
          their affiliates, selected by the Calculation Agent, after
          consultation with the Company, for commercial paper having the Index
          Maturity specified on the face hereof placed for an industrial issuer
          whose bond rating is "AA," or the equivalent, from a nationally
          recognized statistical rating agency.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Commercial Paper Rate in
          effect immediately before the Commercial Paper Interest Determination
          Date will not change and will remain


                                       64
<PAGE>

          the Commercial Paper Rate in effect on that Commercial Paper Interest
          Determination Date.

     "Money Market Yield" will be a yield calculated in accordance with the
following formula:

                                          D x 360
               Money Market Yield =   ---------------  x 100
                                       360 - (D x M)

where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

  Determination of EURIBOR

     If the Base Rate specified on the face hereof is EURIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "EURIBOR Interest Determination Date") shall equal
the rate for deposits in euros as sponsored, calculated and published jointly by
the European Banking Federation and ACI - The Financial Market Association, or
any company established by the joint sponsors for purposes of compiling and
publishing those rates, for the Index Maturity specified on the face hereof as
that rate appears on the display on Bridge Telerate, Inc., or any successor
service, on page 248 or any other page as may replace page 248 on that service,
which is commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels
time).

     The following procedures will be followed if the EURIBOR Rate cannot be
determined as described above:

     o    If the above rate does not appear, the Calculation Agent will request
          the principal Euro-zone, as defined below, office of each of four
          major banks in the Euro-zone interbank market, as selected by the
          Calculation Agent, after consultation with the Company, to provide the
          Calculation Agent with its offered rate for deposits in euros, at
          approximately 11:00 a.m. (Brussels time) on the EURIBOR Interest
          Determination Date, to prime banks in the Euro-zone interbank market
          for the Index Maturity specified on the face hereof commencing on the
          applicable EURIBOR Interest Reset Date, and in a principal amount not
          less than the equivalent of U.S. $1 million in euro that is
          representative of a single transaction in euro, in that market at that
          time. If at least two quotations are provided, EURIBOR will be
          arithmetic mean of those quotations.

     o    If fewer than two quotations are provided, EURIBOR will be the
          arithmetic mean of the rates quoted by four major banks in the
          Euro-zone, as selected by the Calculation Agent, after consultation
          with the Company, at approximately 11:00 a.m. (Brussels time), on the
          applicable EURIBOR Interest Reset Date for


                                       65
<PAGE>

          loans in euro to leading European banks for a period of time
          equivalent to the Index Maturity specified on the face hereof
          commencing on that EURIBOR Interest Reset Date in a principal amount
          not less than the equivalent of U.S. $1 million in euro.

     o    If the banks selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the EURIBOR in effect
          immediately before such EURIBOR Interest Determination Date will not
          change and will remain the EURIBOR in effect on that EURIBOR Interest
          Determination Date.

"Euro-zone" means the region comprised of member states of the European Union
that adopt the single currency in accordance with the treaty establishing the
European Community, as amended by the treaty on European Union.

  Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Federal Funds Interest Determination
Date") shall equal the rate on that day for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120").

     The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above:

     o    If the above rate is not published by 9:00 a.m., New York City time,
          on the Calculation Date, the Federal Funds Rate will be the rate on
          the applicable Federal Funds Interest Determination Date as published
          in the H.15 Daily Update under the heading "Federal
          Funds/(Effective)."

     o    If that rate is not yet published in either H.15(519) or H.15 Daily
          Update by 3:00 p.m., New York City time, on the Calculation Date, the
          Calculation Agent will determine the Federal Funds Rate to be the
          arithmetic mean of the rates for the last transaction in overnight
          U.S. dollar Federal Funds arranged by each of three leading brokers of
          U.S. dollar Federal Funds transactions in New York City, which may
          include the agents or their affiliates, selected by the Calculation
          Agent, after consultation with the Company, before 9:00 a.m., New York
          City time, on that Federal Funds Interest Determination Date.

     o    If the brokers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Federal Funds Rate in
          effect immediately before that Federal Funds Interest Determination
          Date will not change and will remain the Federal Funds Rate in effect
          on that Federal Funds Interest Determination Date.


                                       66
<PAGE>

  Determination of LIBOR

     If the Base Rate specified on the face hereof is LIBOR, the interest rate
per annum determined with respect to any Interest Determination Date specified
on the face hereof (each, a "LIBOR Interest Determination Date") shall be
determined by the Calculation Agent by reference to the display on Bridge
Telerate Inc., or any successor service, on Page 3750, or any other page as may
replace that page on that service, for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency ("LIBOR
Telerate"). The "Index Currency" means the currency specified on the face hereof
as the currency for which LIBOR will be calculated, or, if the euro is
substituted for that currency, the Index Currency will be the euro. If no
currency is specified on the face hereof the Index Currency will be U.S.
dollars.

     o    As of the LIBOR Interest Determination Date, LIBOR will be the rate
          for deposits in the Index Currency having the Index Maturity specified
          on the face hereof, commencing on the second London Banking Day
          immediately following that LIBOR Interest Determination Date or, if
          pounds sterling is the Index Currency, commencing on that LIBOR
          Interest Determination Date that appears on LIBOR Telerate as of 11:00
          a.m., London time, on that LIBOR Interest Determination Date.

     o    If no rate appears, then the Calculation Agent will request the
          principal London offices of each of four major reference banks in the
          London interbank market, as selected by the Calculation Agent, after
          consultation with the Company, to provide the Calculation Agent with
          its offered quotation for deposits in the Index Currency for the
          period of the Index Maturity specified on the face hereof commencing
          on the second London Banking Day immediately following the LIBOR
          Interest Determination Date, to prime banks in the London interbank
          market at approximately 11:00 a.m., London time, on that LIBOR
          Interest Determination Date and in a principal amount that is
          representative of a single transaction in that Index Currency in that
          market at that time. If at least two quotations are provided, LIBOR
          determined on that LIBOR Interest Determination Date will be the
          arithmetic mean of those quotations.


     o    If fewer than two quotations are provided, LIBOR will be determined
          for the applicable Interest Reset Date as the arithmetic mean of the
          rates quoted at approximately 11:00 a.m., London time, or some other
          time specified on the face hereof, in the applicable principal
          financial center for the country of the Index Currency on that
          Interest Reset Date, by three major banks in that principal financial
          center selected by the Calculation Agent, after consultation with the
          Company, for loans in the Index Currency to leading European banks,
          having the Index Maturity specified on the face hereof and in a
          principal amount that is


                                       67
<PAGE>

          representative of a single transaction in that Index Currency in that
          market at that time.

     o    If the banks so selected by the Calculation Agent are not quoting as
          described in the previous bullet point, LIBOR in effect immediately
          before such LIBOR Interest Determination Date will not change and will
          remain the LIBOR in effect on such LIBOR Interest Determination Date.

     If LIBOR Reuters is specified on the face hereof, then LIBOR for each LIBOR
Interest Determination Date will be determined by the Calculation Agent by
reference to the display on the Reuters Monitor Money Rates Service, on the page
specified on the face hereof, or any other page on any designated successor
service, for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency ("LIBOR Reuters"), and the first bullet point
of the previous paragraph will be replaced with the following:

     o    As of the LIBOR Interest Determination Date, LIBOR will be the
          arithmetic mean of the offered rates for deposits in the Index
          Currency having the Index Maturity specified on the face hereof,
          commencing on the second London Banking Day immediately following that
          LIBOR Interest Determination Date, that appear on LIBOR Reuters as of
          11:00 a.m., London time, on that LIBOR Interest Determination Date, if
          at least two offered rates appear on LIBOR Reuters; provided, however,
          that if LIBOR Reuters by its terms provides for only a single rate,
          that single offered rate will be used.

     o    If fewer than two rates appear or no rates appear, as applicable, then
          LIBOR shall be calculated as described in the last three bullet points
          in the previous paragraph.

  Determination of Prime Rate

     If the Base Rate specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "Prime Interest Determination Date") shall
equal the rate on such date as published in H.15(519) under the heading "Bank
Prime Loan."

     The following procedures will be followed if the Prime Rate cannot be
determined as described above:

     o    If the rate is not published before 9:00 a.m., New York City time, on
          the Calculation Date, then the Prime Rate will be the rate on such
          Prime Interest Determination Date as published in the H.15 Daily
          Update, under the heading "Bank Prime Loan."


                                       68
<PAGE>

     o    If the rate is not published before 3:00 p.m., New York City time, on
          the Calculation Date, in either H.15(519) or the H.15 Daily Update,
          then the Calculation Agent will determine the Prime Rate to be the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME1 Page, as defined
          below, as that bank's prime rate or base lending rate as in effect for
          that Prime Interest Determination Date.

     o    If fewer than four rates appear on the Reuters Screen US PRIME1 Page
          on that Prime Interest Determination Date, then the Calculation Agent
          will determine the Prime Rate to be the arithmetic mean of the prime
          rates or base lending rates quoted on the basis of the actual number
          of days in the year divided by 360, as of the close of business on
          that Prime Interest Determination Date by at least three major banks
          in New York City, which may include affiliates of the agents, selected
          by the Calculation Agent.

     o    If the banks selected are not quoting as described in the previous
          bullet point, the Prime Rate in effect immediately before such Prime
          Interest Determination Date will not change and will remain the Prime
          Rate in effect on such Prime Interest Determination Date.

"Reuters Screen US PRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service, or any successor service or any
other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.

  Determination of Treasury Rate

     If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date specified on the face hereof (each, a "Treasury Interest Determination
Date") shall equal the rate from the auction held on that date of direct
obligations of the United States, which are commonly referred to as "Treasury
bills," having the Index Maturity specified on the face hereof under the caption
"Investment Rate" on the display on Bridge Telerate, Inc., or any successor
service on:

     o    page 56, or any other page as may replace such page on such service
          ("Telerate Page 56");

     o    page 57, or any other page as may replace such page on such service,
          ("Telerate Page 57"); or,

     o    if not so published by 3:00 p.m., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield, as defined below, of the
          rate for the Treasury bills as published in the H.15(519) Daily
          Update, or such other recognized


                                       69
<PAGE>

          electronic source used for the purpose of displaying such rate, under
          the heading "U.S. Government Securities/Treasury Bills/Auction High."

     The following procedures will be followed if the Treasury Rate cannot be
determined as described above:

     o    If the above rate is not published by 3:00 p.m., New York City time,
          on the Calculation Date, the Treasury Rate will be the Bond Equivalent
          Yield of the auction rate of the applicable Treasury bills on that
          Treasury Interest Determination Date as announced by the United States
          Department of the Treasury.

     o    In the event that the auction rate of Treasury bills having the Index
          Maturity specified on the face hereof is not published or announced as
          provided above by 3:00 p.m., New York City time, on such Calculation
          Date, or if no auction is held on that Treasury Interest Determination
          Date, then the Calculation Agent will determine the Treasury Rate to
          be the Bond Equivalent Yield of the rate on that Treasury Interest
          Determination Date of Treasury bills having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "U.S. Government Securities/Treasury Bills/Secondary Market"
          or, if not yet published by 3:00 p.m., New York City time, on the
          related Calculation Date, the rate on such Treasury Interest
          Determination Date of the applicable Treasury bills as published in
          the H.15 Daily Update under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market." If that rate is not yet
          published in H.15(519) or the H.15 Daily Update, then the Treasury
          Rate will be calculated by the Calculation Agent and will be the Bond
          Equivalent Yield of the arithmetic mean of the secondary market bid
          rates, as of approximately 3:30 p.m., New York City time, on that
          Treasury Interest Determination Date, of three primary United States
          government securities dealers, which may include the agents or their
          affiliates, selected by the Calculation Agent, for the issue of
          Treasury bills with a remaining maturity closest to the Index Maturity
          specified on the face hereof.

     o    If the dealers selected by the Calculation Agent are not quoting as
          described in the previous bullet point, the Treasury Rate in effect
          immediately before that Treasury Interest Determination Date will not
          change and will remain the Treasury Rate in effect on such Treasury
          Interest Determination Date.

"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated as
follows:


                                             D x N
             Bond Equivalent Yield  =  --------------  x 100
                                        360 - (D x M)


                                       70
<PAGE>

where "D" refers to the applicable annual rate for the Treasury notes quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the interest
period for which interest is being calculated.

  Determination of CMT Rate

     If the Base Rate specified on the face hereof is CMT Rate, the interest
rate per annum determined with respect to any Interest Determination Date
specified on the face hereof (each, a "CMT Interest Determination Date) shall
equal the rate displayed on the Designated CMT Telerate Page, as defined below,
under the caption "Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index, as defined below, for:

          (i) if the Designated CMT Telerate Page is 7051, that CMT Interest
     Determination Date; and

          (ii) if the Designated CMT Telerate Page is 7052, the week or the
     month, as applicable, ended immediately before the week in which the
     related CMT Interest Determination Date occurs.

     The following procedures will be used if the CMT Rate cannot be determined
as described above:

     o    If that rate is no longer displayed on the relevant page, or if not
          displayed by 3:00 p.m., New York City time, on the related Calculation
          Date, then the CMT Rate will be the treasury constant maturity rate
          for the Designated CMT Maturity Index, as defined below, as published
          in H.15(519).

     o    If that rate is no longer published, or if not published by 3:00 p.m.,
          New York City time, on the related Calculation Date, then the CMT Rate
          will be the treasury constant maturity rate for the Designated CMT
          Maturity Index, or other United States Treasury rate for the
          Designated CMT Maturity Index, for the CMT Interest Determination Date
          with respect to that Interest Reset Date as may then be published by
          either the Board of Governors of the Federal Reserve System or the
          United States Department of the Treasury that the Calculation Agent
          determines to be comparable to the rate formerly displayed on the
          Designated CMT Telerate Page and published in H.15(519).

     o    If the information described above is not provided by 3:00 p.m., New
          York City time, on the related Calculation Date, then the Calculation
          Agent will determine the CMT Rate to be a yield to maturity, based on
          the arithmetic mean of the secondary market closing offer side prices
          as of approximately 3:30 p.m., New York City time, on the CMT Interest
          Determination Date reported, according to


                                       71
<PAGE>

          their written records, by three leading primary United States
          government securities dealers (each a "reference dealer") in New York
          City selected by the Calculation Agent as described in the following
          sentence, which may include the agents or their affiliates. The
          Calculation Agent will select five reference dealers, after
          consultation with the Company, and will eliminate the highest
          quotation, or, in the event of overlap, one of the highest and the
          lowest quotation, or, in the event of overlap, one of the lowest, for
          the most recently issued direct noncallable fixed rate obligations of
          the United States, which are commonly referred to as "Treasury notes,"
          with an original maturity of approximately the Designated CMT Maturity
          Index and a remaining term to maturity of not less than such
          Designated CMT Maturity Index minus one year.

     o    If the Calculation Agent cannot obtain three such Treasury notes
          quotations, the Calculation Agent will determine the CMT Rate to be a
          yield to maturity based on the arithmetic mean of the secondary market
          offer side prices as of approximately 3:30 p.m., New York City time,
          on the CMT Interest Determination Date of three reference dealers in
          New York City, which may include the agents or their affiliates,
          selected using the same method described above, for Treasury notes
          with an original maturity of the number of years closest to but not
          less than the Designated CMT Maturity Index and a remaining term to
          maturity closest to the Designated CMT Maturity Index and in an amount
          of at least $100,000,000. If two Treasury notes with an original
          maturity as described above have remaining terms to maturity equally
          close to the Designated CMT Maturity Index, the Calculation Agent will
          obtain quotations for the Treasury note with the shorter remaining
          term to maturity.

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

     o    If fewer than three reference dealers selected by the Calculation
          Agent are quoting as described above, the CMT Rate in effect
          immediately before such CMT Interest Determination Date will not
          change and will remain the CMT Rate in effect on such CMT Interest
          Determination Date.

"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc., or
any successor service, on the page designated on the face hereof, or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no page is specified
on the face hereof, the Designated CMT Telerate Page will be 7052, for the most
recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified on
the face hereof with


                                       72
<PAGE>

respect to which the CMT Rate will be calculated. If no maturity is specified on
the face hereof, the Designated CMT Maturity Index will be two years.

Events of Default

     If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

Modification and Waivers; Obligation of the Company Absolute

     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 as a class.
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 as a class, 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.
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.

     Subject to the rights of holders of Senior Debt of the Company set forth in
this Security and the Indenture referred to above, no reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed, except that in the event the
Company deposits money or Eligible Instruments as provided in Section 401 or 403
of the Indenture, such payments shall be made only from proceeds of such money
or Eligible Instruments.

Defeasance and Covenant Defeasance

     The Indenture contains provisions for 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, which provisions apply to this Security.


                                       73
<PAGE>

Redemption

     If so provided on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000
(provided that any remaining principal amount of this Security shall not be less
than the minimum authorized denomination hereof) on or after the date designated
as the Initial Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed multiplied by a
percentage (the "Redemption Percentage"), together with accrued interest, if
any, to the Redemption Date. The Redemption Percentage shall initially be equal
to the Initial Redemption Percentage specified on the face hereof and shall
decline at each anniversary of the Initial Redemption Date by the amount of the
Annual Redemption Percentage Reduction specified on the face hereof, until the
Redemption Percentage is equal to 100%. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 60 days prior to the applicable Redemption Date to each Holder of the
Securities of this series to be redeemed. In the event of redemption of this
Security in part only, the Company shall issue a new Security or Securities for
the unredeemed portion hereof in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities of this series with like
tenor and terms are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.

Sinking Fund

     Unless otherwise specified on the face hereof, this Security shall not be
entitled to any sinking fund.

Repayment

     If so provided on the face hereof, this Security will be repayable prior to
the Stated Maturity Date at the option of the Holder, in whole or in part and in
increments of $1,000 (provided that any remaining principal amount of this
Security surrendered for partial repayment shall not be less than the minimum
authorized denomination hereof), on or after the date designated as an Optional
Repayment Date on the face hereof at 100% of the principal amount to be repaid,
plus accrued interest, if any, to the Repayment Date. In order for this Security
to be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of the within Security, at least 30
but not more than 45 days prior to an Optional Repayment Date, either (i) this
Security, with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed, not


                                       74
<PAGE>

later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Security and form duly completed are received
by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries to _____________________ are
to be made is ________________________________ (or, at such other place as the
Company shall notify the Holders of the Securities of this series). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

Authorized Denominations

     Unless otherwise provided on the face hereof, this Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount
in excess thereof which is an integral multiple of $1,000.

Registration of Transfer

     Upon due presentment for registration of transfer of this Security at the
office or agency of the Company maintained in ___________________ or
_____________________, 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.

     If this Security is a Global Security (as specified above), 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 the Company does not appoint a successor Depositary within 90 days
after receiving such notice or after becoming aware that the Depositary has
ceased to be so registered as a clearing agency, (y) the Company in its sole
discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities represented hereby has occurred and is
continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing
interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations
aggregating a like amount.

     If this Security is a Global Security (as specified above), 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


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<PAGE>

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
Global 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.

     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 Personal Recourse

     No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, 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.

Defined Terms

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Governing Law

     This Security shall be governed by and construed in accordance with the law
of the State of New York, without regard to principles of conflicts of laws.


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<PAGE>

                                   ----------

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                                   ----------

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or the portion thereof specified below), pursuant to
its terms, on the Optional Repayment Date first occurring after the date of
receipt by the Company of the within Security as specified below (the "Repayment
Date"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest to the Repayment Date, to the undersigned,
_____________________________, at ______________________________________ (please
print or typewrite name and address of the undersigned).

     For this option to elect repayment to be effective, the Company must
receive, at the applicable address of the Paying Agent set forth in the within
Security or at such other place or places of which the Company shall from time
to time notify the Holder of the within Security, at least 30 but not more than
45 days prior to an Optional Repayment Date, either (i) this Security, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of the Security, (b) the
principal amount of the Security and the amount of the Security to be repaid,
(c) a statement that the option to elect repayment is being irrevocably
exercised thereby, and (d) a guarantee stating that the Security to be repaid
with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the Company by
such fifth Business Day).

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the Holder elects to have repaid: $__________.


                                       77
<PAGE>

     If less than the entire principal amount of the within Security is to be
repaid, specify the denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be issued to the
Holder for the portion of the within Securities not being repaid (in the absence
of any specification, one such Security will be issued for the portion not being
repaid): $______________.


Date:  _________    ___________________________________________________________
                    Notice: The signature to this Option to Elect Repayment
                    must correspond with the name as written upon page 2 of the
                    within Security in every particular without alteration or
                    enlargement or any change whatsoever.


                                       78
<PAGE>

                                  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), assign(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)


                                       79
<PAGE>

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

Dated:  _________________________

                                                         -----------------------

                                   Signature Guaranteed:
                                                         -----------------------


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


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