Form of Medium-Term Notes, Series K, Securities Linked to a Global Basket



 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. 94986RQG9	 	FACE AMOUNT:
$                      
	REGISTERED NO.     	 	

  
 WELLS FARGO & COMPANY

 MEDIUM-TERM NOTE, SERIES K 
 Due Nine Months or More From Date of Issue 
 Securities Linked to a
Global Basket of Equity Indices and ETFs 
 due July 10, 2017 

 
  
 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 Redemption 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 July 10, 2017. If no Market Disruption Event (as
defined below) occurs or is continuing with respect to a Basket Component (as defined below) on the scheduled Calculation Day (as defined below), the Initial Stated Maturity Date will be the “Stated Maturity Date.” If a Market
Disruption Event occurs or is continuing with respect to a Basket Component on the scheduled Calculation Day, the “Stated Maturity Date” shall be the later of (i) three Business Days (as defined below) after the postponed
Calculation Day with respect to such Basket Component (or, if the Calculation Day is postponed with respect to more than one Basket Component, three Business Days after the latest postponed Calculation Day) 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. 







 “Face Amount” shall mean, when used with respect to this
Security, the amount set forth on the face of this Security as its “Face Amount.” 
 Determination of Redemption Amount

 The “Redemption Amount” of this Security will equal: 

 

	 	•	 if the Ending Price is greater than the Starting Price: the Face Amount plus: 



 
  

																					
		 	  
	 	 Face Amount x  
	 	  
	 		 	 Ending Price – Starting Price

Starting Price
	 		 	  
	 	   x  Participation Rate  
	 	  
	 	 ;

  

	 	•	 if the Ending Price is less than or equal to the Starting Price, but greater than or equal to the Threshold Price: the Face Amount; or



  

	 	•	 if the Ending Price is less than the Threshold Price: the Face Amount minus: 



 
  

															
		 	  
	 	 Face Amount x  
	 	  
	 		 	 Threshold Price – Ending Price

Starting Price
	 		 	  


 “Basket” shall mean a basket comprised of the following Basket
Components, with the return of each Basket Component having the weighting noted parenthetically: S&P 500 Index (70%); iShares MSCI EAFE Index Fund (15%); S&P MidCap 400 Index (8%); iShares MSCI Emerging Markets Index Fund (4%); and Russell
2000 Index (3%). 
 “Index Components” shall mean the S&P 500 Index, the S&P MidCap 400
Index and the Russell 2000 Index. 
 “ETF Components” shall mean the iShares MSCI EAFE Index
Fund and the iShares MSCI Emerging Markets Index Fund. 
 “Basket Component” shall mean each of
the Index Components and the ETF Components. 
 “Underlying Index” shall mean the MSCI EAFE
Index in respect of the iShares MSCI EAFE Index Fund and the MSCI Emerging Markets Index in respect of the iShares MSCI Emerging Markets Index Fund. 
 The “Pricing Date” shall mean July 3, 2013. 

The “Starting Price” is 100. 

The “Ending Price” will be calculated based on the weighted returns of the Basket Components and will be
equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 70% of the Component Return of the S&P 500 Index; (B) 15% of the Component 

  
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Return of the iShares MSCI EAFE Index Fund; (C) 8% of the Component Return of the S&P MidCap 400 Index; (D) 4% of the Component Return of the iShares MSCI Emerging Markets Index
Fund; and (E) 3% of the Component Return of the Russell 2000 Index. 
 The “Component
Return” of an Index Component will be equal to: 
 Final Component Level – Initial Component Level

 Initial Component Level 
 where, 
  

	 	•	 the “Initial Component Level” is the Closing Level of such Index Component on the Pricing Date; and 



 

	 	•	 the “Final Component Level” will be the Closing Level of such Index Component on the Calculation Day. 



 

	 	 	 The Initial Component Levels of the Index Components are as follows: S&P 500 Index (1615.41); S&P MidCap 400 Index (1171.34); and Russell
2000 Index (991.13). 


  

The “Closing Level” of an Index Component on any Trading Day means the official closing level of such
Index Component as reported by the Index Sponsor of such Index Component on such Trading Day. 
 The
“Component Return” of an ETF Component will be equal to: 
 Final Component Price – Initial Component
Price 
 Initial Component Price 
 where, 
  

	 	•	 the “Initial Component Price” is the Fund Closing Price of such ETF Component on the Pricing Date; and



  

	 	•	 the “Final Component Price” will be the Fund Closing Price of such ETF Component on the Calculation Day.



  

	 	 	 The Initial Component Prices of the ETF Components are as follows: iShares MSCI EAFE Index Fund ($57.57); and iShares MSCI Emerging Markets Index
Fund ($37.58). 


 The “Fund Closing Price,” with respect to an ETF Component
on any Trading Day, means the product of (i) the Closing Price of one share of such ETF Component (or one unit of any other security for which a Fund Closing Price must be determined) on such Trading Day and (ii) the Adjustment Factor
applicable to such ETF Component on such Trading Day. 

  
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 The “Closing Price” with respect to a share of an ETF
Component (or one unit of any other security for which a Closing Price must be determined) on any Trading Day means the price, at the scheduled weekday closing time, without regard to after hours or any other trading outside the regular trading
session hours, of the share on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the share (or any such other security) is listed or admitted to trading. 

The “Adjustment Factor” means, with respect to a share of an ETF Component (or one unit of any other
security for which a Fund Closing Price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of such ETF Component. See “Anti-dilution Adjustments Relating To An ETF Component; Alternate
Calculation—Anti-dilution Adjustments” below. 
 The “Threshold Price” will be equal
to 85% of the Starting Price. 
 The “Participation Rate” is 113.50%. 

“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. 
 A “Trading Day” with respect to an Index Component means a day, as determined by the Calculation Agent, on which (i) the Relevant Exchanges with respect to each security underlying
such Index Component are scheduled to be open for trading for their respective regular trading sessions and (ii) each Related Exchange is scheduled to be open for trading for its regular trading session. The “Relevant Exchange”
for any security underlying an Index Component means the primary exchange or quotation system on which such security is traded, as determined by the Calculation Agent. The “Related Exchange” for an Index Component means each
exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index Component. 

A “Trading Day” with respect to an ETF Component means a day, as determined by the Calculation Agent, on
which the Relevant Exchange and each Related Exchange with respect to such ETF Component, or any successor thereto, if applicable, are scheduled to be open for trading for their respective regular trading sessions. The “Related
Exchange” for an ETF Component means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such ETF Component. The
“Relevant Exchange” for an ETF Component means the primary exchange or quotation system on which shares (or other applicable securities) of such ETF Component are traded, as determined by the Calculation Agent. 

The “Calculation Day” shall be July 5, 2017. If the scheduled Calculation Day is not a Trading Day
with respect to any Basket Component, the Calculation Day for such Basket Component will be postponed to the next succeeding day that is a Trading Day with respect to such Basket Component. In addition, the Calculation Day is subject to postponement
due to the 

  
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occurrence of a Market Disruption Event. If a Market Disruption Event occurs or is continuing with respect to a Basket Component on the Calculation Day, then the Calculation Day for such Basket
Component will be postponed to the first succeeding Trading Day for such Basket Component on which a Market Disruption Event for such Basket Component has not occurred and is not continuing. If such first succeeding Trading Day has not occurred as
of the eighth Trading Day for such Basket Component after the originally scheduled Calculation Day for such Basket Component, that eighth Trading Day shall be deemed the Calculation Day. If the Calculation Day has been postponed eight Trading Days
for a Basket Component after the originally scheduled Calculation Day for such Basket Component, and a Market Disruption Event occurs or is continuing with respect to such Basket Component on such eighth Trading Day, the Calculation Agent will
(i) in the case of an Index Component, determine the Closing Level of such Index Component on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of such Index Component last in effect prior to
commencement of the Market Disruption Event, using the closing price (or, with respect to any of the relevant securities, if a Market Disruption Event has occurred, its good faith estimate of the value of such securities at the Scheduled Closing
Time (as defined below) on the Relevant Exchanges) on such date of each security included in such Index Component and (ii) in the case of an ETF Component, determine the Closing Price of such ETF Component on such eighth Trading Day based on
its good faith estimate of the value of the shares (or other applicable securities) of such ETF Component as of the Close of Trading (as defined below) on such eighth Trading Day. Notwithstanding a postponement of the Calculation Day for a
particular Basket Component due to a Market Disruption Event with respect to such Basket Component, the originally scheduled Calculation Day will remain the Calculation Day for any Basket Component not affected by a Market Disruption Event. As used
in clause (i) of the second preceding sentence, “closing price” means, with respect to any security on any date, the Relevant Exchange traded or quoted price of such security as of the Close of Trading (as defined below) on
such date. 
 “Calculation Agent Agreement” shall mean the Calculation Agent Agreement dated as
of May 29, 2012 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 Agent Agreement with the
Company providing for, among other things, the determination of the Ending Price and the Redemption Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agent Agreement. The initial
Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of this Security without the consent of the
Holder of this Security and without notifying the Holder of this Security. 
 Market Disruption Events 

A “Market Disruption Event” means, with respect to an Index Component, any of the following events as
determined by the Calculation Agent in its sole discretion: 
  

	 	(A)	 The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Exchanges or otherwise relating to
securities which then 



  
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comprise 20% or more of the level of such Index Component or any Successor Equity Index Component (as defined below) at any time during the one-hour period that ends at the Close of Trading on
that day, whether by reason of movements in price exceeding limits permitted by those Relevant Exchanges or otherwise. 


  

	 	(B)	 The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Exchange or otherwise in futures or options
contracts relating to such Index Component or any Successor Equity Index Component on any Related Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits
permitted by the Related Exchange or otherwise. 


  

	 	(C)	 The occurrence or existence of 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, securities that then comprise 20% or more of the level of such Index Component or any Successor Equity Index Component on their Relevant Exchanges at any time during the one-hour period
that ends at the Close of Trading on that day. 


  

	 	(D)	 The occurrence or existence of 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, futures or options contracts relating to such Index Component or any Successor Equity Index Component on any Related Exchange at any time during the one-hour period that ends at the
Close of Trading on that day. 


  

	 	(E)	 The closure on any Exchange Business Day (as defined below) of the Relevant Exchanges on which securities that then comprise 20% or more of the
level of such Index Component or any Successor Equity Index Component are traded or any Related Exchange prior to its Scheduled Closing Time unless the earlier closing time is announced by the Relevant Exchange or Related Exchange, as applicable, at
least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Exchange or Related Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant
Exchange or Related Exchange, as applicable, system for execution at the Close of Trading on that day. 


  

	 	(F)	 The Relevant Exchange for any security underlying such Index Component or Successor Equity Index Component or any Related Exchange fails to open for
trading during its regular trading session. 


 For purposes of determining whether a Market
Disruption Event has occurred with respect to an Index Component: 
  

	 	(1)	 the relevant percentage contribution of a security to the level of such Index Component or any Successor Equity Index Component will be based on a




  
 6 









	 	 
comparison of (x) the portion of the level of such Index Component attributable to that security and (y) the overall level of such Index Component or Successor Equity Index Component,
in each case immediately before the occurrence of the Market Disruption Event; 


  

	 	(2)	 the “Close of Trading” means the Scheduled Closing Time of the Relevant Exchanges with respect to the securities underlying such
Index Component or any Successor Equity Index Component; 


  

	 	(3)	 the “Scheduled Closing Time” of any Relevant Exchange or Related Exchange on any Trading Day for such Index Component or any
Successor Equity Index Component means the scheduled weekday closing time of such Relevant Exchange or Related Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours; and



  

	 	(4)	 an “Exchange Business Day” means any Trading Day for such Index Component or any Successor Equity Index Component on which each
Relevant Exchange for the securities underlying such Index Component or any Successor Equity Index Component and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Relevant Exchange
or Related Exchange closing prior to its Scheduled Closing Time. 


 A “Market
Disruption Event” means, with respect to an ETF Component, any of the following events as determined by the Calculation Agent in its sole discretion: 
  

	 	(A)	 The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Exchange or otherwise relating to the
shares (or other applicable securities) of such ETF Component or any Successor ETF Component (as defined below) on the Relevant Exchange at any time during the one-hour period that ends at the Close of Trading on such day, whether by reason of
movements in price exceeding limits permitted by such Relevant Exchange or otherwise. 


  

	 	(B)	 The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Exchange or otherwise in futures or options
contracts relating to the shares (or other applicable securities) of such ETF Component or any Successor ETF Component on any Related Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of
movements in price exceeding limits permitted by the Related Exchange or otherwise. 


  

	 	(C)	 The occurrence or existence of 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, shares (or other applicable securities) of such ETF Component or any Successor ETF Component on the Relevant Exchange at any time during the one-hour period that ends at the Close of
Trading on that day. 



  
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	 	(D)	 The occurrence or existence of 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, futures or options contracts relating to shares (or other applicable securities) of such ETF Component or any Successor ETF Component on any Related Exchange at any time during the
one-hour period that ends at the Close of Trading on that day. 


  

	 	(E)	 The closure of the Relevant Exchange or any Related Exchange with respect to such ETF Component or any Successor ETF Component prior to its
Scheduled Closing Time unless the earlier closing time is announced by the Relevant Exchange or Related Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such
Relevant Exchange or Related Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Exchange or Related Exchange, as applicable, system for execution at the Close of Trading on that day.



  

	 	(F)	 The Relevant Exchange or any Related Exchange with respect to such ETF Component or any Successor ETF Component fails to open for trading during its
regular trading session. 


 For purposes of determining whether a Market Disruption Event has
occurred with respect to an ETF Component: 
  

	 	(1)	 “Close of Trading” means the Scheduled Closing Time of the Relevant Exchange with respect to such ETF Component or any Successor
ETF Component; and 


  

	 	(2)	 the “Scheduled Closing Time” of the Relevant Exchange or any Related Exchange on any Trading Day for such ETF Component or any
Successor ETF Component means the scheduled weekday closing time of such Relevant Exchange or Related Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours.



 Adjustments To An Index Component 

If at any time a sponsor or publisher of an Index Component (each, an “Index Sponsor”) makes a material
change in the formula for or the method of calculating such Index Component, or in any other way materially modifies such Index Component (other than a modification prescribed in that formula or method to maintain such Index Component in the event
of changes in constituent stock and capitalization and other routine events), then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, on each date that the Closing Level of such Index Component is
to be calculated, calculate a substitute Closing Level of such Index Component in accordance with the formula for and method of calculating such Index Component last in effect prior to the change, but using only those securities that comprised such
Index Component immediately prior to that change. Accordingly, if the method of calculating an Index Component is modified so that the level of such Index Component is a fraction or a multiple of what it would have been if it had not been modified,
then the 

  
 8 








 
Calculation Agent will adjust such Index Component in order to arrive at a level of such Index Component as if it had not been modified. 
 Discontinuance Of An Index Component 
 If an Index
Sponsor discontinues publication of the relevant Index Component, and such Index Sponsor or another entity publishes a successor or substitute equity index that the Calculation Agent determines, in its sole discretion, to be comparable to such Index
Component (a “Successor Equity Index Component”), then, upon the Calculation Agent’s notification of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Equity Index Component
as calculated by the relevant Index Sponsor or any other entity and calculate the Ending Price as described above. Upon any selection by the Calculation Agent of a Successor Equity Index Component, the Company will cause notice to be given to the
Holder of this Security. 
 In the event that an Index Sponsor of an Index Component discontinues publication of
the relevant Index Component prior to, and the discontinuance is continuing on, the Calculation Day and the Calculation Agent determines that no Successor Equity Index Component is available at such time, the Calculation Agent will calculate a
substitute Closing Level for such Index Component in accordance with the formula for and method of calculating such Index Component last in effect prior to the discontinuance, but using only those securities that comprised such Index Component
immediately prior to that discontinuance. If a Successor Equity Index Component is selected or the Calculation Agent calculates a level as a substitute for an Index Component, the Successor Equity Index Component or level will be used as a
substitute for such Index Component for all purposes, including the purpose of determining whether a Market Disruption Event exists. 
 If on the Calculation Day an Index Sponsor of an Index Component fails to calculate and announce the level of such Index Component, the Calculation Agent will calculate a substitute Closing Level of such
Index Component in accordance with the formula for and method of calculating such Index Component last in effect prior to the failure, but using only those securities that comprised such Index Component immediately prior to that failure;
provided that, if a Market Disruption Event occurs or is continuing with respect to such Index Component on such day, then the provisions set forth above under the definition of “Calculation Day” shall apply in lieu of the
foregoing. 
 Anti-dilution Adjustments Relating To An ETF Component; Alternate Calculation 

Anti-dilution Adjustments 
 The Calculation Agent will adjust the Adjustment Factor with respect to an ETF Component as specified below if any of the events specified below occurs with respect to such ETF Component and the effective
date or ex-dividend date, as applicable, for such event is after the Pricing Date and on or prior to the Calculation Day. 
 The adjustments specified below do not cover all events that could affect an ETF Component. The Calculation Agent may, in its sole discretion, make additional adjustments to


  
 9 








 
any terms of this Security upon the occurrence of other events that affect or could potentially affect the market price of, or shareholder rights in, such ETF Component, with a view to
offsetting, to the extent practical, any such change, and preserving the relative investment risks of this Security. In addition, the Calculation Agent may, in its sole discretion, make adjustments or a series of adjustments that differ from those
described herein if the Calculation Agent determines that such adjustments do not properly reflect the economic consequences of the events specified herein or would not preserve the relative investment risks of this Security. All determinations made
by the Calculation Agent in making any adjustments to the terms of this Security, including adjustments that are in addition to, or that differ from, those described herein, will be made in good faith and a commercially reasonable manner, with the
aim of ensuring an equitable result. In determining whether to make any adjustment to the terms of this Security, the Calculation Agent may consider any adjustment made by the Options Clearing Corporation or any other equity derivatives clearing
organization on options contracts on the affected ETF Component. 
 For any event described below, the
Calculation Agent will not be required to adjust the Adjustment Factor unless the adjustment would result in a change to the Adjustment Factor then in effect of at least 0.10%. The Adjustment Factor resulting from any adjustment will be rounded up
or down, as appropriate, to the nearest one-hundred thousandth. 
  

	 	(A)	 Stock Splits and Reverse Stock Splits  



If a stock split or reverse stock split has occurred, then once such split has become effective, the Adjustment Factor
will be adjusted to equal the product of the prior Adjustment Factor and the number of securities which a holder of one share (or other applicable security) of the ETF Component before the effective date of such stock split or reverse stock split
would have owned or been entitled to receive immediately following the applicable effective date. 
  

	 	(B)	 Stock Dividends  


 If a dividend or distribution of shares (or other applicable securities) to which this Security is linked has been made by an ETF Component ratably to all holders of record of such shares (or other
applicable security), then the Adjustment Factor will be adjusted on the ex-dividend date to equal the prior Adjustment Factor plus the product of the prior Adjustment Factor and the number of shares (or other applicable security) of such ETF
Component which a holder of one share (or other applicable security) of such ETF Component before the ex-dividend date would have owned or been entitled to receive immediately following that date; provided, however, that no adjustment will be made
for a distribution for which the number of securities of such ETF Component paid or distributed is based on a fixed cash equivalent value. 
  

	 	(C)	 Extraordinary Dividends  


 If an Extraordinary Dividend (as defined below) has occurred, then the Adjustment Factor will be adjusted on the ex-dividend date to equal the product


  
 10 









 
of the prior Adjustment Factor and a fraction, the numerator of which is the Closing Price per share (or other applicable security) of such ETF Component on the Trading Day preceding the
ex-dividend date, and the denominator of which is the amount by which the Closing Price per share (or other applicable security) of such ETF Component on the Trading Day preceding the ex-dividend date exceeds the Extraordinary Dividend Amount (as
defined below). 
 For purposes of determining whether an Extraordinary Dividend has occurred: 

 

	 	(1)	 “Extraordinary Dividend” means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its
sole discretion, is extraordinary or special; and 


  

	 	(2)	 “Extraordinary Dividend Amount” with respect to an Extraordinary Dividend for the securities of such ETF Component will equal the
amount per share (or other applicable security) of such ETF Component of the applicable cash dividend or distribution that is attributable to the Extraordinary Dividend, as determined by the Calculation Agent in its sole discretion.



 A distribution on the securities of such ETF Component described below under the section
entitled “—Reorganization Events” below that also constitutes an Extraordinary Dividend will only cause an adjustment pursuant to that “—Reorganization Events” section. 

 

	 	(D)	 Other Distributions  


 If an ETF Component declares or makes a distribution to all holders of the shares (or other applicable security) of such ETF Component of any non-cash assets, excluding dividends or distributions
described under the section entitled “—Stock Dividends” above, then the Calculation Agent may, in its sole discretion, make such adjustment (if any) to the Adjustment Factor as it deems appropriate in the circumstances. If the
Calculation Agent determines to make an adjustment pursuant to this paragraph, it will do so with a view to offsetting, to the extent practical, any change in the economic position of a holder of this Security that results solely from the applicable
event. 
  

	 	(E)	 Reorganization Events  


 If an ETF Component, or any Successor ETF Component, is subject to a merger, combination, consolidation or statutory exchange of securities with another exchange traded fund, and such ETF Component to
which this Security is linked is not the surviving entity (a “Reorganization Event”), then, on or after the date of such event, the Calculation Agent shall, in its sole discretion, make an adjustment to the Adjustment Factor or the
method of determining the Redemption Amount or any other terms of this Security as the Calculation Agent determines appropriate to account for the economic effect on this Security of such event, and


  
 11 









 
determine the effective date of that adjustment. If the Calculation Agent determines that no adjustment that it could make will produce a commercially reasonable result, then the Calculation
Agent may deem such event a Liquidation Event (as defined below). 
 Liquidation Events 

If an ETF Component is de-listed, liquidated or otherwise terminated (a “Liquidation Event”), and a
successor or substitute exchange traded fund exists that the Calculation Agent determines, in its sole discretion, to be comparable to such ETF Component, then, upon the Calculation Agent’s notification of that determination to the Trustee and
the Company, any subsequent Fund Closing Price for such ETF Component will be determined by reference to the Fund Closing Price of such successor or substitute exchange traded fund (such exchange traded fund being referred to herein as a
“Successor ETF Component”), with such adjustments as the Calculation Agent determines are appropriate to account for the economic effect of such substitution on the holder of this Security. 

If an ETF Component undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that
any Fund Closing Price of such ETF Component is to be determined and the Calculation Agent determines that no Successor ETF Component is available at such time, then the Calculation Agent will, in its discretion, calculate the Fund Closing Price for
such ETF Component on such date by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate such ETF Component, provided that if the Calculation Agent determines in its discretion that it is
not practicable to replicate such ETF Component (including but not limited to the instance in which the sponsor of the index underlying such ETF Component discontinues publication of that index), then the Calculation Agent will calculate the Fund
Closing Price for such ETF Component in accordance with the formula last used to calculate such Fund Closing Price before such Liquidation Event, but using only those securities that were held by such ETF Component immediately prior to such
Liquidation Event without any rebalancing or substitution of such securities following such Liquidation Event. 

If a Successor ETF Component is selected or the Calculation Agent calculates the Fund Closing Price as a substitute for
such ETF Component, such Successor ETF Component or Fund Closing Price will be used as a substitute for such ETF Component for all purposes, including for purposes of determining whether a Market Disruption Event exists. 

If any event is both a Reorganization Event and a Liquidation Event, such event will be treated as a Reorganization Event
for purposes of this Security unless the Calculation Agent makes the determination referenced in the last sentence of the section entitled “—Anti-dilution Adjustments—Reorganization Events” above. 

Alternate Calculation 
 If at any time the method of calculating an ETF Component or a Successor ETF Component, or the related Underlying Index, is changed in a material respect, or if an ETF Component or a Successor ETF
Component is in any other way modified so that such ETF 

  
 12 









 
Component does not, in the opinion of the Calculation Agent, fairly represent the price of the securities of such ETF Component or such Successor ETF Component had such changes or modifications
not been made, then the Calculation Agent may, at the close of business in New York City on the date that any Fund Closing Price 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 Closing Price of an exchange traded fund comparable to such ETF Component or such Successor ETF Component, as the case may be, as if such changes or modifications had not been made, and calculate the Fund Closing
Price and the Redemption Amount with reference to such adjusted Closing Price of such ETF Component or such Successor ETF Component, as applicable. 
 Calculation Agent 
 The Calculation Agent will
determine the Redemption Amount and the Ending Price. In addition, the Calculation Agent will (i) determine whether a Market Disruption Event has occurred, (ii) determine if adjustments are required to the Closing Level of an Index
Component under various circumstances, (iii) if publication of an Index Component is discontinued, select a Successor Equity Index Component or, if no Successor Equity Index Component is available, determine the Closing Level of such Index
Component, (iv) determine if adjustments are required to the Fund Closing Price of an ETF Component under various circumstances; and (v) if an ETF Component undergoes a Liquidation Event, select a Successor ETF Component or, if no
Successor ETF Component is available, determine the Fund Closing Price for such ETF Component. 
 The Company
covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall be a broker-dealer, bank or other financial institution) with respect to this Security. 

All determinations made by the Calculation Agent with respect to this Security 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 Holder of this Security. All percentages and other amounts resulting from any calculation with respect to this Security
will be rounded at the Calculation Agent’s discretion. 
 Redemption and Repayment 

This Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof
prior to July 10, 2017. This Security is not entitled to any sinking fund. 
 Acceleration 

If an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the
Redemption Amount (calculated as set forth in the next sentence) of this Security 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 Redemption Amount hereof calculated as provided herein; provided, however, that the Redemption Amount will be calculated using the Closing Levels and Closing Prices, as applicable, of the Basket Components on
the date of acceleration. 

  
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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] 

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

					
	 WELLS FARGO & COMPANY

			
	 By:
	 	 	 	 
			
		 	 	 	 
		 	 Its:
	 	 


 [SEAL] 
  

					
			
	 Attest:
	 	 	 	 
			
		 	 	 	 
		 	 Its:
	 	 


 TRUSTEE’S CERTIFICATE OF 

AUTHENTICATION 

This is one of the Securities of the 
 series designated therein described 
 in the within-mentioned Indenture.

  

			
	 CITIBANK, N.A.,
       as Trustee

		
	 By:
	 	 
		 	 Authorized Signature


 OR 
  

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

		
	 By:
	 	 
		 	 Authorized Signature



  
 15 









 [Reverse of Note] 
 WELLS FARGO & COMPANY 
 MEDIUM-TERM NOTE, SERIES K

 Due Nine Months or More From Date of Issue 
 Securities Linked to a Global Basket of Equity Indices and ETFs 
 due
July 10, 2017 
 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 of the Securities designated as Medium-Term Notes, Series K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or
more foreign or composite currencies. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities,
currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may
mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies. 

Article Sixteen of the Indenture shall not apply to this Security. 

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

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 this Security. 
 Modification and Waivers 

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 

  
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time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all
series at the time Outstanding affected by certain provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain
past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series. 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. 
 Defeasance 

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. 

Authorized Denominations 
 This Security is issuable only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. 

Registration of Transfer 
 Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new Security or Securities of this series, with the same
terms as this Security, 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


  
 17 









 
form, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount. 

This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this
Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary. 
 Obligation of the Company Absolute 

No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the Redemption Amount at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security. 

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

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

  
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 ABBREVIATIONS 

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

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

  

							
	 UNIF GIFT MIN ACT --    
	    	 	 	Custodian	 	 
		    	(Cust)	 		 	(Minor)

  

	
	Under Uniform Gifts to Minors Act
	
	  
	(State)

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 

 

	
	 Please Insert Social Security or
 Other Identifying Number of Assignee

	
	  

  
  
  

 
  
  

 
  
  

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


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

 

	
	
	  
	
	  


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

  
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