Term Note: Definition & Sample (2024)

Exhibit 4.1

[Face of Note]

Unless this certificate is presented by an authorizedrepresentative 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 FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co., has an interest herein.

WELLS FARGO& COMPANY

MEDIUM-TERM NOTE, SERIES K

Due Nine Months or More From Date of Issue

NotesLinked to the S&P 500^® Index

due December31, 2014

WELLS FARGO& COMPANY, a corporationduly 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 promisesto 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 privatedebts, on the Stated Maturity Date. The “Initial Stated Maturity Date” shall be December31, 2014. If no Market Disruption Event (as defined below) occurs or is continuing with respect to the Index (as defined below) on thescheduled 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 the Index 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 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 Companymaintained 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:

“Index” shall mean the S&P 500^® Index.

The “Pricing Date” shall mean December23, 2010.

The“Starting Level” is 1256.77, the Closing Level of the Index on the Pricing Date.

The “ClosingLevel” of the Index on any Trading Day means the official closing level of the Index as reported by the Index Sponsor on such Trading Day.

The “Ending Level” will be the Closing Level of the Index on the Calculation Day.

The “Contingent Minimum Return” is 20% of the Face Amount.

The“Threshold Level” is 1131.09, which is equal to 90% of the Starting Level.

The “ParticipationRate” is 100%.

“Index Sponsor” shall mean Standard& Poor’s, a division of theMcGraw-Hill Companies, Inc.

“Business Day” shall mean a day, other than a Saturday or Sunday, that isneither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York or Minneapolis, Minnesota.

2

A “Trading Day” with respect to the Index means a day, as determined by theCalculation Agent, on which (i)the Relevant Exchanges (as defined below) with respect to the securities underlying the Index are open for trading for their regular trading sessions and (ii)the exchanges on which futures or optionscontracts related to the Index or successor thereto, if applicable, are traded, are open for trading for their respective regular trading sessions.

The “Calculation Day” shall be December23, 2014 or, if such day is not a Trading Day, the next succeeding Trading Day. The Calculation Day is subject to postponement due to theoccurrence of a Market Disruption Event. If a Market Disruption Event occurs or is continuing with respect to the Index on the Calculation Day, such Calculation Day will be postponed to the first succeeding Trading Day on which a Market DisruptionEvent has not occurred and is not continuing. If such first succeeding Trading Day has not occurred as of the eighth scheduled Trading Day after the scheduled Calculation Day, that eighth scheduled Trading Day shall be deemed the Calculation Day. Ifthe Calculation Day has been postponed eight scheduled Trading Days after the scheduled Calculation Day and such eighth scheduled Trading Day is not a Trading Day, or if a Market Disruption Event occurs or is continuing with respect to the Index onsuch eighth scheduled Trading Day, the Calculation Agent will determine the Closing Level of the Index on such eighth scheduled Trading Day in accordance with the formula for and method of calculating the Closing Level of the Index last in effectprior to commencement of the Market Disruption Event, using the closing price (or, with respect to any of the relevant securities, if such date is not a Trading Day or a Market Disruption Event has occurred, its good faith estimate of the closingprice that would have prevailed for such securities) on such date of each security most recently included in the Index. See “Market Disruption Events.” As used herein, “closing price” means, with respect to any security onany date, the last reported sales price regular way on such date or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way on such date, in either case on the primary organizedexchange or trading system on which such security is then listed or admitted to trading.

“Calculation AgentAgreement” shall mean the Calculation Agent Agreement dated as of December31, 2010 between the Company and the Calculation Agent, as amended from time to time.

“Calculation Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among other things, the determination of the Ending Leveland 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 AgentAgreement, 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.

Discontinuance Of The Index; Alteration Of Method Of Calculation

If the Index Sponsor discontinues publication of the Index, and the Index Sponsor or another entity publishes a successor or substitute equity index that the Calculation Agent

3

determines, in its sole discretion, to be comparable to the Index (a “Successor Equity Index“), then, upon the Calculation Agent’s notification of that determination to theTrustee and the Company, the Calculation Agent will substitute the Successor Equity Index as calculated by the relevant Index Sponsor or any other entity and calculate the Ending Level as described above. Upon any selection by the Calculation Agentof a Successor Equity Index, the Company will cause notice to be given to the Holder of this Security.

In the event that theIndex Sponsor discontinues publication of the Index and the Calculation Agent does not select a Successor Equity Index, the Calculation Agent will compute a substitute level for the Index in accordance with the procedures last used to calculate theIndex before any discontinuance. If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for the Index, the Successor Equity Index or level will be used as a substitute for the Index for all purposes,including the purpose of determining whether a Market Disruption Event exists.

If at any time the Index Sponsor makes amaterial change in the formula for or the method of calculating the Index, or in any other way materially modifies the Index so that the Index does not, in the opinion of the Calculation Agent, fairly represent the level of the Index had thosechanges or modifications not been made, then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, on the date that the Closing Level of the Index is to be calculated, make any adjustments as, in thegood faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of an equity index comparable to the Index as if those changes or modifications had not been made, and calculate the level of the Index with reference tosuch equity index, as so adjusted. Accordingly, if the method of calculating the Index is modified so that the level of the Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent willadjust the Index in order to arrive at a level of the Index as if it had not been modified.

Market Disruption Events

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

4

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

5

Calculation Agent

The Calculation Agent will determine the Redemption Amount and the Ending Level. In addition, the Calculation Agent will (i)determine if adjustments are required to the Closing Level of the Indexunder the circ*mstances described in this Security, (ii)if publication of the Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level of the Index under thecirc*mstances described in this Security, and (iii)determine whether a Market Disruption Event has occurred.

TheCompany 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 Agentand, 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 atthe Calculation Agent’s discretion.

Tax Considerations

The Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed tohave agreed (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States federal income tax purposes to characterize and treat this Security as a pre-paid derivative contract in respect of theIndex.

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 December31, 2014. 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 maybe 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 providedherein as though the date of acceleration was the Calculation Day; provided, however, if such date is not a Trading Day or if a Market Disruption Event has occurred or is continuing on that day, the Calculation Day will be postponed as providedherein.

6

Reference is hereby made to the further provisions of this Security set forth on the reversehereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless thecertificate 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 shallnot be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this pagehas been left intentionally blank]

7

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under itscorporate seal.

DATED:

[SEAL]

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities of the

seriesdesignated therein described

in the within-mentioned Indenture.

8

[Reverse of Note]

WELLS FARGO& COMPANY

MEDIUM-TERM NOTE, SERIES K

Due Nine Months or More From Date of Issue

Notes Linked to the S&P 500^® Index

due December31, 2014

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 July21, 1999, as amended or supplemented from time to time (herein called the “Indenture”), between the Company andCitibank, 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 therespective 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 isone 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 moreforeign 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 maymature 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 oneor 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 ofinterest 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 andobligations 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 theSecurities at the

9

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 allseries 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. Certainpast 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 suchseries. 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 inthe 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 Securityshall 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 orwaiver is made upon this Security.

Defeasance

Section403 and Article Fifteen of the Indenture and the provisions of clause(ii) of Section401(1)(B) of the Indenture, relating to defeasance at any time of (a)the entireindebtedness 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 ofSection401 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 anintegral 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 sameterms 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 limitationsdescribed below, without charge except for any tax or other governmental charge imposed in connection therewith.

ThisSecurity 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 aclearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90days after the Company receives such notice or becomes aware of such ineligibility, (y)the Company inits 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 andis continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same date of issuance, Stated Maturity Date and other terms and of authorizeddenominations aggregating a like amount.

10

This Security may not be transferred except as a whole by the Depositary to a nominee of theDepositary 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 ofbeneficial 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 theTrustee 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 thecontrary.

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 RedemptionAmount at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.

NoPersonal Recourse

No recourse shall be had for the payment of the Redemption Amount, or for any claim based hereon, orotherwise 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, expresslywaived 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 ofconflicts of laws.

11

ABBREVIATIONS

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

Under Uniform Gifts to Minors Act

Additionalabbreviations may also be used though not in the above list.

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

Please Insert Social Security or

Other Identifying Number of Assignee

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

12

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.

13

Reference:
Security Exchange Commission - Edgar Database, EX-4.1 2 dex41.htm FORM OF MEDIUM-TERM NOTES, ViewedNovember 11, 2021, View Source on SEC.