Form of Basket Linked Note



 Exhibit 4.1 
  

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

			
	 CUSIP NO. 949746 JG 7
	  	 FACE AMOUNT: $                

	 REGISTERED NO. 1
	  	 

  
 WELLS FARGO &
COMPANY 
  
 Basket Linked Notes due October 7, 2009

  
 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 (as defined below). 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. 
  
 Determination of Maturity Payment Amount 

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

	 	•	if the Final Basket Level is greater than the Initial Basket Level, $1,000 plus the Additional Amount; 

  

	 	•	if the Final Basket Level is the same as the Initial Basket Level or is at least 75% of the Initial Basket Level, $1,000; and 

  

	 	•	if the Final Basket Level is less than 75% of the Initial Basket Level, $1,000 minus the product of: 

  

	 	•	$1,000; and 

  

									
	•	 	[	 	 Initial Basket Level – Final Basket Level

	 	 ]
	 	 - .25

	 	 	Initial Basket Level	 	 

  







 The “Initial Stated Maturity Date” for this Security shall be October 7, 2009. If no
Market Disruption Event occurs or is continuing during the period beginning on and including the fourth Trading Day before the Initial Stated Maturity Date to and including the second Trading Day before the Initial Stated Maturity Date, the Initial
Stated Maturity Date shall be the “Stated Maturity Date” for this Security. If a Market Disruption Event occurs or is continuing such that one or more of such Trading Days is not a Calculation Day, the “Stated Maturity
Date” for this Security shall be two Business Days after the final day of the Calculation Period. 
  
 Set forth below are certain defined terms used in this Security in connection with the determination of the Maturity Payment Amount and the Stated
Maturity Date. 
  
 “Additional Amount” shall
mean, for each $1,000 Face Amount of this Security, an amount equal to the product of: 
  

	 	•	$1,000; and 

  

			
	•	 	 Final Basket Level – Initial Basket Level


	 	 	 Initial Basket Level


  
 “Basket” shall mean the basket composed of the Common Stocks. 
  
 “Business Day” shall mean a day other than a Saturday, a Sunday or any other day on which banking institutions in Minneapolis, Minnesota or New York, New York are authorized or required by law or
executive order to remain closed. 
  
 “Calculation Agency
Agreement” shall mean the Calculation Agency Agreement dated as of October 7, 2004 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 Basket Level, the Additional Amount, if any, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such
Calculation Agency Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the
Securities of this series without the consent of the Holders of the Securities of this series and without notifying the Holders of the Securities of this series. 
  
 “Calculation Day” shall mean any Trading Day on which a Market Disruption Event has not occurred.

  

 2 








 “Calculation Period” shall mean the period of three Calculation Days beginning on and
including the fourth Trading Day before the Initial Stated Maturity Date to and including the second Trading Day before the Initial Stated Maturity Date; provided, however, that if one or more of such Trading Days is not a Calculation Day, the
Calculation Period shall be extended to such date as is necessary so that the Calculation Period consists of three Calculation Days. 
  
 “Closing Level” of the Basket shall be determined by the Calculation Agent and shall mean, on any day, (i) the sum of the products
resulting from multiplying the Closing Price and the then current Multiplier for each Common Stock included in the Basket, plus (ii) any distributions made to holders of a Common Stock included in the Basket as a result of certain extraordinary
corporate transactions involving the issuer of that Common Stock in the manner and to the extent set forth in “Adjustments to Securities Included in the Basket.” 
  
 “Closing Price” shall mean with respect to any Common Stock any day (1) if the Common Stock is listed on a
national securities exchange on that date, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal United States exchange on which the security is listed or admitted to trading, (2)
if the Common Stock is not listed on a national securities exchange on that date, or if the closing sale price or last reported sale price is not obtainable (even if the security is listed or admitted to trading on such exchange), and the security
is quoted on the Nasdaq National Market, the closing bid price or, if no closing bid price is reported, the last reported bid price on that date as reported on the Nasdaq, and (3) if the security is not quoted on the Nasdaq on that date or, if the
closing bid price or last reported bid price is not obtainable (even if the security is quoted on the Nasdaq), the last quoted bid price for the security in the over the counter market on that date as reported by the OTC Bulletin Board, the National
Quotation Bureau, or a similar organization. If no sale price is available pursuant to clauses (1), (2), or (3) above, the Closing Price on any date will be the arithmetic mean, as determined by the Calculation Agent, of the bid prices of the Common
Stock obtained from as many dealers in such Common Stock (which may include any subsidiaries or affiliates of the Company), but not exceeding three such dealers, as will make such bid prices available to the Calculation Agent. A security
“quoted on the Nasdaq National Market” will include a security included for listing or quotation in any successor to such system and the term “OTC Bulletin Board” will include any successor to such service.

  
 “Common Stock(s)” shall mean the equity
securities included in the Basket from time to time and shall initially be the common stocks of the following fifteen companies: The Allstate Corporation, Altria Group, Inc., American Electric Power Company, Inc., Anheuser-Busch Companies, Inc.,
AT&T Corp., Bank of America Corporation, Bristol-Myers Squibb Company, E.I. du Pont de Nemours and Company, Exxon Mobil Corporation, General Motors Corporation, Harrah’s Entertainment, Inc., Hewlett-Packard Company, Sara Lee Corporation,
Sears, Roebuck and Co. and Weyerhaeuser Company. “Common Stock(s)” also refers to any other equity securities included in the Basket after the original issuance date of the Securities of this series as a result of certain extraordinary
corporate transactions involving such companies in the manner and to the extent set forth in “Adjustments to Securities Included in the Basket.” 
  

 3 








 “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.” 
  
 “Final Basket Level” shall be determined by the Calculation Agent and shall equal the average (i.e., arithmetic mean) of the Closing
Levels of the Basket determined on each of the three Calculation Days during the Calculation Period. 
  
 “Initial Basket Level” shall mean $1,000. 
  
 A “Market Disruption Event” will occur on any day if the Calculation Agent determines any of the following with respect to any Common
Stock included in the Basket: 
  

	 	•	A material suspension or material limitation of trading in that Common Stock has occurred on that day, in each case during the one-half hour period preceding the close of trading on
the primary organized U.S. exchange or trading system on which that security is traded or, 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 the rules of any primary organized exchange or trading system similar to New York Stock Exchange Rule 80B or any applicable rule or regulation enacted or promulgated
by The New York Stock Exchange, any other exchange, trading system or market, any other self regulatory organization or the Securities and Exchange Commission of similar scope or as a replacement for Rule 80B, may be considered material. A
“trading system” includes bulletin board services. 

  

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

  

	 	•	Information is unavailable on that date, through a recognized system of public dissemination of transaction information, during the one-half hour period preceding the close of
trading, of accurate price, volume or related information in respect of that Common Stock or in respect of options or futures contracts related to that Common Stock, in each case traded on any major U.S. exchange or trading system or, in the case of
securities of a non-U.S. issuer, traded on the primary non-U.S. exchange, trading system or market for that security. 

  

 4 








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

 

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

  

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

  
 “Multiplier” for a Common Stock will represent the number of shares of that Common Stock included in the Basket. The initial Multiplier
for each Common Stock included in the Basket as of the original issuance date of the Securities of this series is as follows: 
  

			
	 Company

	  	Initial Multiplier


	 The Allstate Corporation
	  	1.38918
		
	 Altria Group, Inc.
	  	1.41723
		
	 American Electric Power Company, Inc.
	  	2.08594
		
	 Anheuser-Busch Companies, Inc.
	  	1.33467
		
	 AT&T Corp.
	  	4.65550
		
	 Bank of America Corporation
	  	1.53858
		
	 Bristol-Myers Squibb Company
	  	2.81651
		
	 E.I. du Pont de Nemours and Company
	  	1.55763
		
	 Exxon Mobil Corporation
	  	1.37941
		
	 General Motors Corporation
	  	1.56937
		
	 Harrah’s Entertainment, Inc.
	  	1.25834
		
	 Hewlett-Packard Company
	  	3.55556
		
	 Sara Lee Corporation
	  	2.91630
		
	 Sears, Roebuck and Co.
	  	1.67294
		
	 Weyerhaeuser Company
	  	1.00281

  
 “Trading
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is a day on which The New York Stock Exchange, The Nasdaq National Market and The American Stock Exchange are open for trading. 
  

 5 








 Adjustments to Securities Included in the Basket  
  
 Adjustments to Common Stocks included in the Basket will be made by adjusting the Multiplier then in effect for the Common
Stocks, by adding new Common Stocks or cash and/or by removing current Common Stocks in the circumstances described below. For purposes of these adjustments, except as noted below, American Depositary Receipts, or “ADRs,” are
treated like Common Stock if a comparable adjustment to the foreign shares underlying the ADRs is made pursuant to the terms of the depositary arrangement for the ADRs or if holders of ADRs are entitled to receive property in respect of the
underlying foreign share. 
  

	 	•	If a Common Stock is subject to a stock split or reverse stock split, then once the split has become effective, the Multiplier for that Common Stock will be adjusted. The Multiplier
will be adjusted to equal the product of the number of shares outstanding after the split with respect to each share immediately prior to effectiveness of the split and the prior Multiplier. 

  

	 	•	If a Common Stock is subject to a stock dividend or stock distribution in such Common Stock that is given equally to all holders of shares, then once the Common Stock is trading
ex-dividend, the Multiplier will be increased by the product of the number of shares issued with respect to one share and the prior Multiplier. The “ex-dividend date” with respect to any dividend, distribution or issuance is the
first date on which Common Stock included in the Basket trades in the regular way on its principal market without the right to receive the dividend, distribution or issuance. 

  

	 	•	If the issuer of a Common Stock, or, if a Common Stock is an ADR, the foreign issuer of the underlying foreign share, is being liquidated or dissolved or is subject to a proceeding
under any applicable bankruptcy, insolvency or other similar law, the Common Stock will continue to be included in the Basket so long as the primary exchange, trading system or market is reporting a Closing Price for the Common Stock. If a Closing
Price, including a price on a bulletin board service, is no longer available for a Common Stock included in the Basket, then the value of that Common Stock will equal zero for so long as no Closing Price is available, and no attempt will be made to
find a replacement stock or increase the Basket to compensate for the deletion of that Common Stock. 

  

	 	•	If the issuer of a Common Stock, or, if a Common Stock is an ADR, the foreign issuer of the underlying foreign share, has been subject to a merger or consolidation and is not the
surviving entity and holders of the Common Stock are entitled to receive cash, securities, other property or a combination of those in exchange for the Common Stock, then the following will be included in the Basket: 

  

	 	•	To the extent cash is received, the Basket will include, at the time holders are entitled to receive the cash consideration, an amount of cash equal to the product of the Multiplier
and the cash consideration received for each share of the former Common Stock plus accrued interest, and the former Common Stock will be 

  

 6 








 removed from the Basket. Interest will accrue beginning on the first London Business Day after the day
on which holders receive the cash consideration until the Stated Maturity Date. Interest will accrue at a rate equal to LIBOR with a term corresponding to the interest accrual period stated in the preceding sentence. A “London Business
Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 
  

	 	•	To the extent that equity securities that are traded or listed on an exchange, trading system or market are received, once the exchange for the new securities has become effective,
the former Common Stock will be removed from the Basket and the new securities will be added to the Basket. The Multiplier for the new securities will equal the product of the last value of the Multiplier of the former Common Stock and the number of
securities of the new security exchanged with respect to one share of the former Common Stock. 

  

	 	•	To the extent that equity securities that are not traded or listed on an exchange, trading system or market or non-equity securities or other property (other than cash) are
received, once the exchange has become effective, the former Common Stock will be removed from the Basket and the Calculation Agent will determine the fair market value of the securities or other property received for each share of such former
Common Stock and the Basket will include an amount of cash equal to the product of the Multiplier and such fair market value. The Basket will also include accrued interest on that amount. Interest will accrue beginning on the first London Business
Day after the day on which the holders receive the securities or other property until the Stated Maturity Date. Interest will accrue at a rate equal to LIBOR with a term corresponding to the interest accrual period stated in the preceding sentence.


  

	 	•	If all of the shares of a Common Stock of an issuer in the Basket are converted into or exchanged for the same or a different number of shares of any class or classes of Common
Stock other than that Common Stock included in the Basket, whether by capital reorganization, recapitalization or reclassification, then, once the conversion has become effective, the former Common Stock will be removed from the Basket and the new
Common Stock will be added to the Basket. The Multiplier for each new Common Stock added to the Basket will equal the product of the last value of the Multiplier of the former Common Stock and the number of shares of the new Common Stock issued with
respect to one share of the former Common Stock. 

  

	 	•	If the issuer of any Common Stock included in the Basket issues transferable rights or warrants to all holders of such Common Stock to subscribe for or purchase such Common Stock at
an exercise price per share that is less than the Closing Price of such Common Stock on the Trading Day before the ex-dividend date for issuance, then the Multiplier will be adjusted to equal the product of the prior Multiplier and the following
fraction: 

  

	 	•	the numerator will be the number of shares of such Common Stock outstanding at the close of business on the day before that ex-dividend date plus the number of additional shares of
such Common Stock offered for subscription or purchase under those transferable rights or warrants, and 

  

 7 









	 	•	the denominator will be the number of shares of such Common Stock outstanding at the close of business on the Trading Day before that ex-dividend date plus the product of (1) the
total number of additional shares of such Common Stock offered for subscription or purchase under the transferable rights or warrants and (2) the exercise price of those transferable rights or warrants divided by the Closing Price on the Trading Day
before that ex-dividend date. 

  
 To the extent
that, after the expiration of such rights or warrants, such issuer’s Common Stock offered thereby has not been delivered, the Multiplier for such Common Stock will be further adjusted to equal the Multiplier which would have been in effect had
such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. 
  

	 	•	If the issuer of a Common Stock in the Basket, or if a Common Stock is an ADR, the issuer of the underlying foreign share, issues to all of its shareholders Common Stock or another
equity security that is traded or listed on an exchange, trading system or market of an issuer other than itself, then the new Common Stock or other equity security will be added to the Basket. The Multiplier for the new Common Stock or other equity
security will equal the product of the last value of the Multiplier with respect to the original Common Stock and the number of shares of the new Common Stock or other equity security issued with respect to one share of the original Common Stock.


  

	 	•	If a Common Stock is subject to an extraordinary dividend or an extraordinary distribution (including upon liquidation or dissolution) of cash, equity securities that are not traded
or listed on an exchange, trading system or market, non-equity securities or other property of any kind which is received equally by all holders of its Common Stock, then the Basket will include the following: 

  

	 	•	To the extent cash is entitled to be received, the Basket will include on each day after the time that the Common Stock trades ex-dividend until the date the cash consideration is
entitled to be received, the present value of the amount of cash to be received (such amount equal to the product of the Multiplier and the cash received for each share of Common Stock), discounted at a rate equal to LIBOR, with a term beginning
that day and ending on the date that the cash is entitled to be received. When the cash consideration is received, the Basket will include such amount of the cash consideration, plus accrued interest. Interest will accrue beginning the first London
Business Day after the day that holders receive the cash consideration until the Stated Maturity Date. Interest will accrue at a rate equal to LIBOR with a term corresponding to the interest accrual period stated in the preceding sentence.


  

 8 









	 	•	To the extent that equity securities that are not traded or listed on an exchange, trading system or market or non-equity securities or other property (other than cash) are
received, the Calculation Agent will determine the fair market value of the securities or other property received for each share of Common Stock and the Basket will include an amount of cash equal to the product of the Multiplier and such fair
market value. The Basket will also include accrued interest on that amount. Interest will accrue beginning on the first London Business Day after the day that an affiliate of the Company sells the securities or other property used to hedge the
obligations of the Company under the Securities of this series until the Stated Maturity Date. Interest will accrue at a rate equal to LIBOR with a term corresponding to the interest accrual period stated in the preceding sentence.


  

	 	•	A dividend or other distribution with respect to any Common Stock included in the Basket will be deemed to be an extraordinary dividend or distribution if its per share value
exceeds that of the immediately preceding non-extraordinary dividend, if any, for such Common Stock by an amount equal to at least 10% of Closing Price of such Common Stock on the Trading Day before the ex-dividend date. The amount of an
extraordinary dividend or distribution with respect to an extraordinary dividend or distribution for any Common Stock included in the Basket equals (1) for an extraordinary dividend or distribution that is paid in lieu of a regular quarterly
dividend, the amount of the extraordinary dividend or distribution per share of such Common Stock minus the amount per share of the immediately preceding dividend or distribution, if any, that was not an extraordinary dividend or distribution for
such Common Stock, or (2) for an extraordinary dividend or distribution that is not paid in lieu of a regular quarterly dividend, the amount per share of the extraordinary dividend or distribution. 

  

	 	•	If similar corporate events occur with respect to the issuer of an equity security included in the Basket in the future, adjustments similar to the above will be made for that
equity security. 

  
 If more than one event occurs
that requires adjustment to a particular Multiplier, the Calculation Agent will adjust the Multiplier in the order in which each event occurs, and on a cumulative basis. Thus, after adjusting the Multiplier for the first event, the Calculation Agent
will then adjust the Multiplier for the second event. The second adjustment will be made to the Multiplier after adjustment is made for the first event, and so on for each subsequent event. 
  
 No adjustment to a Multiplier will be required other than those specified
above. The Calculation Agent may, at its sole discretion, make additional adjustments in other circumstances where the Calculation Agent determines that it is appropriate to reflect those changes to ensure an equitable result. 
  

 9 








 No adjustments of any Multiplier of a Common Stock will be required unless the adjustment would require a
change of at least 0.1% in the Multiplier then in effect. The Multiplier resulting from any of the adjustments specified above will be rounded up or down to the nearest 0.00001, with 0.000005 being rounded upward. 
  
 Within 30 Business Days following the occurrence of an event that requires an
adjustment to a Multiplier, or, if later, within 30 Business Days following the date on which the Company became aware of the occurrence, the Company will provide written notice to the Trustee, which will provide notice to the Holders of the
occurrence of the event, and a statement in reasonable detail setting forth the adjustment made to that Multiplier. 
  
 Calculation Agent 
  
 The Calculation Agent will determine the Maturity Payment Amount. In addition, the Calculation Agent will determine (i) the Final Basket Level, (ii)
whether adjustments to the Multipliers for the Common Stocks included in the Basket are required under the circumstances described in this Security, (iii) the fair market value of certain distributions made with respect to the Common Stocks included
in the Basket and (iv) 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. Except as otherwise provided under “Adjustments to Securities Included in the Basket,” 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. 
  

 10 








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

					
	 	 	 WELLS FARGO & COMPANY

			
	 	 	By:	 	  


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
			
	 [SEAL]
	 	 	 	 
			
	 	 	 Attest:
	 	  


	 	 	 	 	 
	 	 	 	 	 

  
 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









 [Reverse of Note] 
  

WELLS FARGO & COMPANY 
  
 Basket Linked Notes due October 7, 2009 
  
 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
$18,526,000; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the consent of the Holders of the Securities of this series, issue additional Securities with the same terms as the
Securities of this series, and such additional Securities shall be considered part of the same series under the Indenture as the Securities of this series. 
  
 The Securities of this series are not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to October
7, 2009. The Securities will not be entitled to any sinking fund. 
  
 The Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of Securities of this series. 
  
 If an Event of Default, as defined in the Indenture, with respect to
Securities of this series shall occur and be continuing, the Maturity Payment Amount (calculated as set forth in the next sentence) of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Maturity Payment Amount hereof calculated as though the date of acceleration was the Stated Maturity Date. Upon payment of
the amount so declared due and payable, all of the Company’s obligations in respect of payment of the Maturity Payment Amount shall terminate. The Securities of this series will not bear a default rate of interest after the occurrence of an
Event of Default or an acceleration under the Indenture. 
  
 The
Company agrees, and by acceptance of a beneficial ownership interest in this Security each beneficial owner of this Security will be deemed to have agreed, for United States federal income tax purposes to treat this Security as a financial contract
with cash settlement, rather than as a debt instrument. 
  

 12 








 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. 
  
 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. 
  
 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 
  

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 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. 
  

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 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) 
  

 15 








 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. 
  

 16