Guarantee Agreement dated as of March 12, 2008



 Exhibit 4.5 
 GUARANTEE AGREEMENT 
 by and between 
 WELLS FARGO & COMPANY 
 as Guarantor 
 and 
 THE BANK OF NEW YORK TRUST COMPANY, N.A.

 as Guarantee Trustee 
 relating
to 
 WELLS FARGO CAPITAL XII 
  
  
 Dated as of March 12, 2008

  
  







 TABLE OF CONTENTS 
  


					
	 ARTICLE I DEFINITIONS
	  	1
			
	 Section 1.1.
	  	Definitions.	  	1
		
	 ARTICLE II TRUST INDENTURE ACT
	  	4
			
	 Section 2.1.
	  	Trust Indenture Act; Application.	  	4
			
	 Section 2.2.
	  	List of Holders.	  	5
			
	 Section 2.3.
	  	Reports by the Guarantee Trustee.	  	5
			
	 Section 2.4.
	  	Periodic Reports to the Guarantee Trustee.	  	5
			
	 Section 2.5.
	  	Evidence of Compliance with Conditions Precedent.	  	5
			
	 Section 2.6.
	  	Events of Default; Waiver.	  	5
			
	 Section 2.7.
	  	Event of Default; Notice.	  	6
			
	 Section 2.8.
	  	Conflicting Interests.	  	6
		
	 ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
	  	6
			
	 Section 3.1.
	  	Powers and Duties of the Guarantee Trustee.	  	6
			
	 Section 3.2.
	  	Certain Rights of Guarantee Trustee.	  	7
			
	 Section 3.3.
	  	Compensation; Indemnity; Fees.	  	9
		
	 ARTICLE IV GUARANTEE TRUSTEE
	  	9
			
	 Section 4.1.
	  	Guarantee Trustee; Eligibility.	  	9
			
	 Section 4.2.
	  	Appointment, Removal and Resignation of the Guarantee Trustee.	  	10
		
	 ARTICLE V GUARANTEE
	  	11
			
	 Section 5.1.
	  	Guarantee.	  	11
			
	 Section 5.2.
	  	Waiver of Notice and Demand.	  	11
			
	 Section 5.3.
	  	Obligations Not Affected.	  	11
			
	 Section 5.4.
	  	Rights of Holders.	  	12
			
	 Section 5.5.
	  	Guarantee of Payment.	  	12
			
	 Section 5.6.
	  	Subrogation.	  	12
			
	 Section 5.7.
	  	Independent Obligations.	  	13
		
	 ARTICLE VI COVENANTS AND SUBORDINATION
	  	13
			
	 Section 6.1.
	  	Subordination.	  	13
			
	 Section 6.2.
	  	Pari Passu Guarantees.	  	13

  

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	 ARTICLE VII TERMINATION
	  	13
			
	 Section 7.1.
	  	Termination.	  	13
		
	 ARTICLE VIII MISCELLANEOUS
	  	14
			
	 Section 8.1.
	  	Successors and Assigns.	  	14
			
	 Section 8.2.
	  	Amendments.	  	14
			
	 Section 8.3.
	  	Notices.	  	14
			
	 Section 8.4.
	  	Benefit.	  	15
			
	 Section 8.5.
	  	Governing Law.	  	15
			
	 Section 8.6.
	  	Counterparts.	  	15

  

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 GUARANTEE AGREEMENT, dated as of March 12, 2008, between WELLS FARGO & COMPANY, a Delaware
corporation (the “Guarantor”), having its principal office at 420 Montgomery Street, San Francisco, California 94163, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Guarantee Trustee”), for the
benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of WELLS FARGO CAPITAL XII, a Delaware statutory trust (the “Issuer Trust”). 
 RECITALS 
 WHEREAS, pursuant to an Amended and Restated Declaration of Trust and Trust Agreement, of even date herewith (the “Trust Agreement”), among Wells Fargo & Company, as Depositor, the Property
Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein) and the holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $1,575,000,000 (plus up to an
additional $35,000,000 if the Underwriters (as defined below) exercise their remaining Overallotment Option, as defined in the Underwriting Agreement (as defined below)) aggregate Liquidation Amount (as defined in the Trust Agreement) of its 7.875%
Enhanced Trust Preferred Securities (Enhanced TRUPS®) (liquidation amount $25 per capital security) (the “Capital Securities”), representing preferred
undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement; and 
 WHEREAS, the
Capital Securities will be issued by the Issuer Trust, and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities (as defined herein), will be used to purchase the Debentures of the Guarantor,
which Debentures will be deposited with The Bank of New York Trust Company, N.A., as Property Trustee under the Trust Agreement, as trust assets; and 
 WHEREAS, as an incentive for the Holders to purchase Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Capital Securities
the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the purchase of Capital Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the
Holders from time to time. 
 ARTICLE I 
 DEFINITIONS 
 Section 1.1. Definitions. 
 For all purposes of this Guarantee Agreement, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them
therein; 







 (c) the words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”; 
 (d) all accounting terms used but not defined herein have the meanings assigned to
them in accordance with United States generally accepted accounting principles; 
 (e) unless the context otherwise requires, any reference
to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Guarantee Agreement; and 
 (f) the words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guarantee Agreement as a whole and not to any particular Article, Section or other
subdivision. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “Board of Directors” means the board of directors of the Guarantor or any committee of the board of directors of the Guarantor,
comprised of one or more members of the board of directors of the Guarantor or officers of the Guarantor, or both. 
 “Capital
Securities” has the meaning specified in the recitals to this Guarantee Agreement. 
 “Common Securities” means the
securities representing common undivided beneficial interests in the assets of the Issuer Trust. 
 “Debentures” shall have
the meaning specified in the Trust Agreement. 
 “Distributions” shall have the meaning specified in the Trust Agreement.

 “Event of Default” means (i) a default by the Guarantor in any of its payment obligations under this Guarantee
Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days. 
 “Guarantee Agreement” means this Guarantee Agreement, as modified, amended or supplemented from time to time. 
 “Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated
and unpaid Distributions required to be paid on the Capital Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price with respect to any Capital Securities called for
redemption by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer Trust, unless Debentures are
distributed to the Holders, the lesser of (a) the Liquidation Distribution with respect to the Capital Securities, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets
of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust. 
  

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 “Guarantee Trustee” means The Bank of New York Trust Company, N.A., solely in its
capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor
Guarantee Trustee. 
 “Guarantor” has the meaning specified in the first paragraph of this Guarantee Agreement. 

“Holder” means any Holder (as defined in the Trust Agreement) of any Capital Securities; provided, however, that in
determining whether the holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor or the Guarantee Trustee. 
 “Indemnified Person” shall have the meaning specified in Section 3.3(c).

 “Indenture” means the Indenture, dated as of August 1, 2005, between Wells Fargo & Company and The Bank of
New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee, as supplemented by the Third Supplemental Indenture, dated as of March 12, 2008, between Wells Fargo & Company and
The Bank of New York Trust Company, N.A., as trustee, as the same may be further modified, amended or supplemented from time to time. 
 “Issuer Trust” has the meaning specified in the first paragraph of this Guarantee Agreement. 
 “Liquidation Distribution” shall have the meaning specified in the Trust Agreement. 
 “List of
Holders” has the meaning specified in Section 2.2(a). 
 “Majority in Liquidation Amount of the Capital
Securities” means, except as provided by the Trust Indenture Act, Capital Securities representing more than 50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of all Capital Securities then Outstanding (as defined
in the Trust Agreement). 
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by the
Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include: 
 (a) a
statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and the definitions relating thereto; 
 (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate; 
 (c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether, in
the opinion of such officer, such condition or covenant has been complied with. 
  

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 “Person” means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, company, limited liability company, trust, business trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever
nature. 
 “Redemption Price” shall have the meaning specified in the Trust Agreement. 
 “Responsible Officer” means, with respect to the Guarantee Trustee, any Senior Vice President, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Global Corporate Trust Department of the Guarantee Trustee and also means, with
respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject. 
 “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1. 
 “Trust Agreement” means the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust referred to in the
recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time. 
 “Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which this Guarantee Agreement was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Underwriters” means the
underwriters named in the Underwriting Agreement. 
 “Underwriting Agreement” means the Underwriting Agreement, dated as of
March 5, 2008, among the Trust, the Depositor, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co., Incorporated, as representatives of the underwriters named therein.

 “Vice President,” when used with respect to the Guarantor, means any duly appointed vice president, whether or not
designated by a number or a word or words added before or after the title “vice president.” 
 ARTICLE II 
 TRUST INDENTURE ACT 
 Section 2.1. Trust Indenture Act; Application. 
 Except as otherwise expressly provided herein, the Trust Indenture Act
shall apply as a matter of contract to this Guarantee Agreement for purposes of interpretation, construction and defining the rights and obligations hereunder, and this Guarantee Agreement, the Guarantor and the Guarantee Trustee shall be deemed for
all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Guarantee Agreement were qualified under the Trust Indenture Act on the date hereof. Except as otherwise expressly provided
herein, if and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. 
  

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 Section 2.2. List of Holders. 
 (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of
each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such
other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the
extent such information is in the possession or control of the Guarantor and has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of
a new List of Holders. 
 (b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b) and
Section 312(b) of the Trust Indenture Act. 
 Section 2.3. Reports by the Guarantee Trustee. 
 Within 60 days after May 15 each year, commencing May 15, 2008, the Guarantee Trustee shall provide to the Holders such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee Agreement shall have been qualified under the Trust Indenture Act, the Guarantee Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. 
 Section 2.4. Periodic Reports to the
Guarantee Trustee. 
 The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture
Act, provided that such documents, reports and information shall be required to be provided to the Securities and Exchange Commission only if this Guarantee Agreement shall have been qualified under the Trust Indenture Act. 
 Section 2.5. Evidence of Compliance with Conditions Precedent. 
 The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate. 
 Section 2.6. Events of Default; Waiver. 
 The Holders of at least a Majority in Liquidation Amount of the Capital Securities may, by vote, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any
such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon. 
  

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 Section 2.7. Event of Default; Notice. 
 (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured before the giving of such notice, provided that, except in the case of a default in the payment
of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of the Holders. 
 (b) The Guarantee Trustee shall not be
deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event
of Default. 
 Section 2.8. Conflicting Interests. 
 The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act. 
 ARTICLE III 
 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE 
 Section 3.1. Powers and Duties of the Guarantee Trustee.

 (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not
transfer this Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee
Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. 
 (b) If an Event
of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. 
 (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee
Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs. 
  

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 (d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i)
prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: 
 (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall not be
liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1); and 
 (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement (but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the
requirements of this Guarantee Agreement); 
 (ii) the Guarantee Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; 
 (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and 
 (iv) subject to
Section 3.1(b), no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such
risk or liability is not reasonably assured to it. 
 Section 3.2. Certain Rights of Guarantee Trustee. 
 (a) Subject to the provisions of Section 3.1: 
 (i) The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any signature, resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. 
  

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 (ii) Any request, direction or act of the Guarantor contemplated by this Guarantee
Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein. 
 (iii)
Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the
Guarantor. 
 (iv) The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal
counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal
counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any
court of competent jurisdiction. 
 (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee Agreement at the request or direction of any Holder unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would satisfy a reasonable person in the position of
the Guarantee Trustee against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the
Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by
this Guarantee Agreement. 
 (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 
 (vii) The
Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the
part of any such agent or attorney appointed by it with due care hereunder. 
 (viii) Whenever in the administration of this
Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions 

  

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from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and
(C) shall be protected in acting in accordance with such instructions. 
 (b) No provision of this Guarantee Agreement shall be deemed to
impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall
be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a
duty to act in accordance with such power and authority. 
 Section 3.3. Compensation; Indemnity; Fees. 
 The Guarantor agrees: 
 (a) to pay to the
Guarantee Trustee from time to time such reasonable compensation for all services rendered by it hereunder as may be agreed by the Guarantor and the Guarantee Trustee from time to time (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust); 
 (b) except as otherwise expressly provided herein, to reimburse the
Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (c) to indemnify the Guarantee Trustee, any Affiliate of the Guarantee Trustee and any officer, director, shareholder, employee, representative or agent of the Guarantee Trustee (each, an “Indemnified
Person”) for, and to hold each Indemnified Person harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Indemnified Person, arising out of or in connection with the
acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement. The claims of the Guarantee Trustee under this Section 3.3 shall not be subject to the provisions of Article VI. 
 The
provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee. 
 ARTICLE IV 
 GUARANTEE TRUSTEE 
 Section 4.1. Guarantee Trustee; Eligibility. 
 (a) There shall at all times be a Guarantee Trustee which shall: 
 (i) not be an Affiliate of
the Guarantor; and 
  

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 (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. 
 (b) If at any time the Guarantee Trustee
shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2. 
 (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 
 Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee. 
 (a) Subject to Section 4.2(c), the
Guarantee Trustee may be appointed or removed at any time by the action of the Holders of a Majority in Liquidation Amount of the Capital Securities delivered to the Guarantee Trustee and the Guarantor (i) for cause or (ii) if a Debenture
Event of Default (as defined in the Trust Agreement) shall have occurred and be continuing at any time. 
 (b) Subject to
Section 4.2(c), the Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by giving written notice thereof to the Holders and the Guarantor and by appointing a successor Guarantee Trustee. The Guarantee
Trustee shall appoint a successor by requesting from at least three Persons meeting the requirements of Section 4.1(a) their expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and
charges. 
 (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed and
shall have accepted such appointment. No removal or resignation of a Guarantee Trustee shall be effective until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and, in the case of any resignation, the resigning Guarantee Trustee. 
 (d) If no Successor
Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Holders and the Guarantor of a notice of resignation, the resigning Guarantee Trustee may petition, at the
expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

 (e) If a resigning Guarantee Trustee shall fail to appoint a successor, or if a Guarantee Trustee shall be removed or become incapable of
acting as Guarantee Trustee and a replacement shall not be appointed prior to such resignation or removal, or if a vacancy shall occur in the office of Guarantee Trustee for any cause, the Holders of the Capital Securities, by the action of the
Holders of record of not less than 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Capital Securities then Outstanding (as defined in the Trust Agreement) delivered to such Guarantee Trustee, may 

  

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appoint a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee shall have been so appointed by the Holders of the Capital Securities
and accepted appointment, any Holder, on behalf of such Holder and all others similarly situated, or any other Guarantee Trustee, may petition any court of competent jurisdiction for the appointment of a successor Guarantee Trustee 
 (f) Any corporation into which the Guarantee Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Guarantee Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Guarantee Trustee, shall be the successor of the Guarantee
Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Guarantee Agreement, without the executing or filing of any paper or any further act on the part of any of the parties hereto. 
 ARTICLE V 
 GUARANTEE

 Section 5.1. Guarantee. 
 The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due,
regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders. 
 Section 5.2. Waiver of
Notice and Demand. 
 The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it
applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands. 
 Section 5.3. Obligations Not Affected. 
 The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following: 
 (a) the release or waiver, by operation of law or otherwise, of the performance or
observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer Trust; 
 (b) the extension of time for the payment by the Issuer Trust of any portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the
extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities; 
  

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 (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or
exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind; 
 (d) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust; 
 (e) any invalidity of, or defect or deficiency in, the Capital Securities; 
 (f) the settlement or
compromise of any obligation guaranteed hereby or hereby incurred; or 
 (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional
under any and all circumstances. 
 There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor
with respect to the happening of any of the foregoing. 
 Section 5.4. Rights of Holders. 
 The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of
the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any
Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person. 

Section 5.5. Guarantee of Payment. 
 This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the
Issuer Trust) or upon the distribution of Debentures to Holders as provided in the Trust Agreement. 
 Section 5.6. Subrogation.

 The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the
Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, 

  

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reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are
due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

 Section 5.7. Independent Obligations. 
 The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3. 
 ARTICLE VI 
 COVENANTS AND
SUBORDINATION 
 Section 6.1. Subordination. 
 The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt (as defined in the
Indenture) of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article Eighteen of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor
hereunder. The obligations of the Guarantor hereunder (other than those arising under Section 3.3 hereof) do not constitute Senior Debt (as defined in the Indenture) of the Guarantor. 
 Section 6.2. Pari Passu Guarantees. 
 The obligations of the Guarantor under this Guarantee Agreement (other than those arising under Section 3.3) shall rank pari passu with the obligations of the Guarantor under any security, guarantee or other agreement or
obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee
Agreement. 
 ARTICLE VII 
 TERMINATION 
 Section 7.1. Termination. 
 This Guarantee Agreement (other than with respect to Section 3.3) shall terminate and be of no further force and effect upon (i) full payment of
the Redemption Price of all Capital Securities, (ii) the distribution of Debentures to the Holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in accordance with Article IX of the Trust
Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder is required to repay any sums paid with
respect to Capital Securities or this Guarantee Agreement. 
  

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 ARTICLE VIII 
 MISCELLANEOUS 
 Section 8.1. Successors and Assigns. 
 All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Guarantee Trustee and the Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article Eight of
the Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void. 
 Section 8.2. Amendments. 
 Except with respect to any changes that do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities. The provisions of Article VI of the Trust Agreement concerning
meetings of the Holders shall apply to the giving of such approval. 
 Section 8.3. Notices. 
 Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice,
and delivered, telecopied or mailed by first class mail as follows: 
 (a) if given to the Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number as the Guarantor may give notice to the Guarantee Trustee and the Holders: 
 Wells
Fargo & Company 
 420 Montgomery Street 
 San Francisco, California 94163 
 Attention: Chief Financial Officer MAC# A0101-121 
 Telecopy: (415) 975-7151 
 (b) if given
to the Guarantee Trustee, to the address or telecopy number set forth below or such other address or telecopy number as the Guarantee Trustee may give notice to the Guarantor and Holders: 
 The Bank of New York Trust Company, N.A. 
 2
North LaSalle 
 Suite 1020 
 Chicago, Illinois 60602 
 Attention: Global Corporate Trust 
 with a copy to: 
 Wells Fargo Capital XII 
 c/o Wells Fargo & Company 
 420
Montgomery Street 
 San Francisco, California 94163 
 Attention: Chief Financial Officer MAC# A0101-121 
 Telecopy: (415) 975-7151 
  

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 (c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

 All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first
class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the
date of such refusal or inability to deliver. 
 Section 8.4. Benefit. 
 This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities. 
 Section 8.5. Governing Law. 
 THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 8.6. Counterparts. 
 This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Guarantee Agreement as of the day and year
first above written. 
  

			
	WELLS FARGO & COMPANY,
		 	as Guarantor
		
	By:	 	 /s/ Barbara S. Brett

	Name:	 	Barbara S. Brett
	Title:	 	Senior Vice President and Assistant Treasurer
		 	
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
		 	as Guarantee Trustee
		
	By:	 	 /s/ Sharon K. McGrath

	Name:	 	Sharon K. McGrath
	Title:	 	Vice President


  

 [Guarantee Agreement]