Form of Note Linked to the S&P 500 (R) Index due June 7, 2012.



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

			
	CUSIP NO. 949746QP9	  	FACE AMOUNT: $
	REGISTERED NO.	  	

 WELLS FARGO & COMPANY 
 Notes Linked to the S&P 500® Index 
 due June 7, 2012

 WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal
to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date. The “Initial Stated
Maturity Date” shall be June 7, 2012. If no Market Disruption Event (as defined below) occurs or is continuing on the scheduled Valuation Date (as defined below), the Initial Stated Maturity Date will be the “Stated Maturity
Date.” If a Market Disruption Event occurs or is continuing on the scheduled Valuation Date, the “Stated Maturity Date” shall be the later of (i) three Business Days (as defined below) after the postponed Valuation
Date and (ii) the Initial Stated Maturity Date. This Security shall not bear any interest. 
 Any payments on this Security
at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.








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

	 	•	 	 if the Final Index Level is greater than the Initial Index Level, $1,000 plus the lesser of (A) the Additional Amount (as defined below) and
(B) the Capped Return Amount (as defined below); 


  

	 	•	 	 if the Final Index Level is equal to the Initial Index Level or is at least 90% of the Initial Index Level, $1,000; and 



 

	 	•	 	 if the Final Index Level is less than 90% of the Initial Index Level, the Downside Payment Amount, if any, (as defined below).



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

	 	•	 	 $1,000; 


  

	 	•	 	 1.5; and 


  

	 	•	 	 Final Index Level – Initial Index Level 


         Initial Index Level 
 “Capped Return Amount” shall be equal to $225 per $1,000 Face Amount of this Security. 
 “Downside Payment Amount” shall mean, for each $1,000 Face Amount of this Security, an amount equal to the product of: 
  

	 	•	 	 $1,000; 


  

	 	•	 	 Multiplier; and 


  

	 	•	 	 Final Index Level 


 Initial Index Level 
 “Multiplier” shall be equal to 1.1111.

 The “Initial Index Level” is 1115.71, the Closing Level of the Index on the date this Security was priced
for initial sale to the public. 
 The “Final Index Level” shall be equal to Closing Level of the Index on the
Valuation Date. 
 “Index” shall mean the S&P 500 Index. 
 “Business Day” shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close in New York, New York or Minneapolis, Minnesota. 
  

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 “Calculation Agency Agreement” shall mean the Calculation Agency Agreement
dated as of March 8, 2010 between the Company and the Calculation Agent, as amended from time to time. 
 “Calculation Agent” shall mean the Person that has entered into the Calculation Agency Agreement with the Company providing for, among other things, the determination of the Final Index Level, the Additional Amount, if any,
or the Downside Payment Amount, if applicable, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency Agreement. The initial Calculation Agent shall be Wells
Fargo Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the Securities of this series without the consent of the Holders of the
Securities of this series and without notifying the Holders of the Securities of this series. 
 The “Closing
Level” of the Index on any Trading Day shall mean the closing level of the Index as reported by the Index Sponsor (or of any successor index, as reported by the index sponsor of that successor index) on such Trading Day or as determined by
the Calculation Agent as described in “—Discontinuance of the Index; Alteration Of Method Of Calculation.” 
 “Face Amount” shall mean, when used with respect to any Security or Securities of this series, the amount set forth on the face of such Security or Securities as its or their “Face Amount.” 
 “Index Sponsor” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. 
 A “Market Disruption Event” with respect to the Index will occur on any day if the Calculation Agent determines, in its
sole discretion, any of the following: 
  

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


  

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


  

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


  

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


  

	 	•	 	 The closure of an exchange, trading system or market on which the securities that then comprise 20% or more of the Index or any successor index are
traded or which futures or options contracts relating to the Index or any successor index are traded prior to its scheduled closing time unless the earlier closing time is announced by such exchange, trading system or market at least one hour prior
to the earlier of (1) the actual closing time for the regular trading session of the exchange, trading system or market and (2) the submission deadline for orders to be entered in the exchange, trading system or market for execution on
such trading day. 


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

 

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


  

	 	•	 	 “close of trading” means 4 p.m, New York City time. 


 A “Trading Day” is a day on which The New York Stock Exchange, The Nasdaq Stock Market and the American Stock Exchange, or
any successor thereto, are open for trading during their regular trading sessions. 
 The “Valuation Date”
shall be the last Trading Day of May 2012. If the Calculation Agent determines that a Market Disruption Event has occurred or is continuing on the scheduled Valuation Date, the Valuation Date will be postponed to the first succeeding Trading Day on
which there is not a Market Disruption Event. If the Valuation Date has been postponed for eight Business Days after the scheduled Valuation Date and such eighth Business Day is not a Trading Day, or if a Market Disruption Event occurs or is
continuing on such eighth Business Day, the Calculation Agent will determine the Closing Level of the Index on such eighth Business Day in accordance with the formula for and method of calculating the Closing Level of the Index last in

  

 4 








 
effect prior to commencement of the Market Disruption Event, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith
estimate of the closing price that would have prevailed but for such suspension or limitation or non-Trading Day) on such date of each security most recently included in the Index. Any such postponement of the date that would otherwise be the
scheduled Valuation Date will cause the Stated Maturity Date to be postponed until three Business Days after the Valuation Date if such third Business Day is after the Initial Stated Maturity Date. 
 Discontinuance Of The Index; Alteration Of Method Of Calculation 
 If the Index Sponsor discontinues publication of the Index and the Index Sponsor or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion,
to be comparable to the discontinued Index, then any subsequent Closing Level of the Index will be determined by reference to the level of such successor index or substitute index (in any such case, referred to herein as a “successor
index”) at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level of the Index is to be determined. 
 Upon any selection by the Calculation Agent of a successor index, the Company will promptly give notice to the Holders of the Securities of this series. 
 If the Index Sponsor discontinues publication of the Index prior to, and such discontinuance is continuing on, the date that any Closing
Level of the Index is to be determined and the Calculation Agent determines that no successor index is available at such time, then, on such date, the Calculation Agent will determine the Closing Level to be used in computing the amount payable at
stated maturity. Such Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant
security has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security
most recently comprising the Index on the primary organized exchange or trading system. As used herein, “closing price” means, with respect to any security on any date, the last reported sales price regular way on such date or, in
case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way on such date, in either case on the primary organized exchange or trading system on which such security is then listed or
admitted to trading. 
 If a successor index is selected or the Calculation Agent calculates a Closing Level as a substitute for
the Index, such successor index or Closing Level will be used as a substitute for the Index for all purposes, including for purposes of determining whether a Market Disruption Event exists. 
 If at any time the method of calculating the Index or a successor index, or the Closing Level thereof, is changed in a material respect, or
if the Index or a successor index is in any other way modified so that such Index does not, in the opinion of the Calculation Agent, fairly represent the value of the Index or such successor index had such changes or modifications not

  

 5 








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

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

 6 








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

			
	WELLS FARGO & COMPANY
		
	By:	 	  

		
		 	Its:


 [SEAL] 
  

			
	 Attest:
	 	  

		
		 	Its:
		 	


 TRUSTEE’S CERTIFICATE OF 
 AUTHENTICATION 
 This is one of the Securities of the 
 series designated therein described 
 in the
within-mentioned Indenture. 
  

			
	 CITIBANK, N.A.,
as Trustee

		
	 By:
	 	  

		 	 Authorized Signature

		
		 	 OR

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

		
	 By:
	 	  

		 	Authorized Signature

  

 7 








 [Reverse of Note] 
 WELLS FARGO & COMPANY 
 Notes Linked to the S&P 500® Index 
 due June 7, 2012 
 This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an indenture dated as of July 21, 1999, as amended or supplemented from time to time (herein
called the “Indenture”), between the Company and Citibank, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate Face Amount to
$                    ; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the
consent of the Holders of the Securities of this series, issue additional Securities with the same terms as the Securities of this series, and such additional Securities shall be considered part of the same series under the Indenture as the
Securities of this series. 
 The Securities of this series are not subject to redemption at the option of the Company or
repayment at the option of the Holder hereof prior to June 7, 2012. The Securities will not be entitled to any sinking fund. 
 The Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of Securities of this series. 
 If an Event of Default, as defined in the Indenture, with respect to Securities of this series shall occur and be continuing, the Maturity
Payment Amount (calculated as set forth in the next sentence) of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration
permitted under the Indenture will be equal to the Maturity Payment Amount hereof calculated as though the date of acceleration was the Valuation Date; provided, however, if such date is not a Trading Day or if a Market Disruption Event has occurred
or is continuing on that day, the next Trading Day on which there is not a Market Disruption Event will be deemed to be the Valuation Date. Upon payment of the amount so declared due and payable, all of the Company’s obligations in respect of
payment of the Maturity Payment Amount shall terminate. The Securities of this series will not bear a default rate of interest after the occurrence of an Event of Default or an acceleration under the Indenture. 
 The Company agrees, and by acceptance of a beneficial ownership interest in this Security each beneficial owner of this Security will be
deemed to have agreed (in the absence of a statutory,

  

 8 








 
regulatory, administrative or judicial ruling to the contrary), for United States federal income tax purposes to characterize and treat this Security as a pre-paid derivative contract in respect
of the Index. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of all series to be affected, acting together. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and
their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of
determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in the requisite aggregate principal
amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the “Face Amount” hereof. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the
Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance by the Company with certain conditions set forth therein,
shall not apply to this Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security. 
 Article Sixteen of the Indenture shall not apply to this Security. 
 Upon due presentment for registration of transfer
of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series in authorized denominations for an equal aggregate Face Amount will be issued to the transferee in exchange
herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith. 
 This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within
90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the
Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities
in registered form, having the same terms and of authorized denominations aggregating a like amount. 
  

 9 








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

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

 10 








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

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


  

									
	 UNIF GIFT MIN ACT
	 	 —
	 	  
	  	Custodian	  	  

		 		 	(Cust)	  		  	(Minor)

 Under Uniform Gifts to Minors Act

  

	
	  

	(State)

 Additional
abbreviations may also be used though not in the above list. 
 FOR VALUE RECEIVED, the undersigned hereby sell(s) and
transfer(s) unto 
 Please Insert Social Security or 
 Other Identifying Number of Assignee 
  

	
	  


  

	
	
	  

	
	  

	
	  

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

  

 11 








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

			
	 Dated:
	 	  


  

	
	  

	
	  



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

 12