FIFTH SUPPLEMENTAL INDENTURE BETWEEN WELLS FARGO & COMPANY AND CITIBANK, N.A. Dated as of April 22, 2014 SUPPLEMENTAL TO INDENTURE DATED AS OF JULY 21, 1999

Exhibit 4.1

FIFTH SUPPLEMENTAL INDENTURE

BETWEEN

XXXXX FARGO & COMPANY

AND

CITIBANK, N.A.

Dated as of April 22, 2014

SUPPLEMENTAL TO INDENTURE

DATED AS OF JULY 21, 1999

THIS FIFTH SUPPLEMENTAL INDENTURE dated as of April 22, 2014 between XXXXX FARGO & COMPANY, a Delaware corporation (the “Issuer”), and CITIBANK, N.A., as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Trustee are parties to that certain Indenture dated as of July 21, 1999 (the “Indenture”);

WHEREAS, in 2011 the Issuer established and issued its Medium-Term Notes, Series K, 0.125% Exchangeable Notes due March 2, 2016, CUSIP No. 00000XXX0, under the Indenture (the “Notes”) and such Notes are currently outstanding;

WHEREAS, the Issuer desires to amend and restate the Notes;

WHEREAS, Section 902 of the Indenture provides that, with the consent of each Holder (as defined in the Indenture), the Issuer, when authorized by a Board Resolution (as defined in the Indenture), and the Trustee may enter into indentures supplemental to the Indenture under certain circumstances provided therein;

WHEREAS, the entry into this Fifth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;

NOW, THEREFORE:

In consideration of the premises herein set forth, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE 1

AMENDMENT OF THE NOTES

Section 1.01. Amendment of the Notes. The form of the Notes is hereby amended and restated in its entirety as set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee.

Capitalized terms used in this Section 1.01 and not otherwise defined herein shall have the meanings set forth in the Notes.

ARTICLE 2

MISCELLANEOUS PROVISIONS

Section 2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Fifth Supplemental Indenture.

Section 2.02. Other Terms of the Notes and the Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Notes and the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 2.03. Effectiveness. Upon execution and delivery of this Fifth Supplemental Indenture by the Company and the Trustee, this Fifth Supplemental Indenture shall become effective as of its date.

Section 2.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.05. Successors and Assigns. All covenants and agreements in this Fifth Supplemental Indenture by the Issuer shall bind its successors and assigns, whether expressed or not.

Section 2.06. Separability. In case any provision of this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.07. Governing Law. The internal laws of the State of New York shall govern and be used to construe this Fifth Supplemental Indenture.

Section 2.08. Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 2.09. Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, attested and sealed, all as of the date first above written.


	XXXXX FARGO & COMPANY

[CORPORATE SEAL]	By	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Senior Vice President and Assistant Treasurer

	Attest	/s/ Xxxxxxxx X. Xxxx
		Name:	Xxxxxxxx X. Xxxx
		Title:	Assistant Secretary


CITIBANK, N.A.

By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Vice President


Attest		/s/ Xxxx Xxxxxx


		Name:		Xxxx Xxxxxx
		Title:		Vice President


STATE OF MINNESOTA	)
	)	SS.
COUNTY OF HENNEPIN	)

On the 22^nd day of April, 2014, before me personally came Xxxxxxx X. Xxxxx, to me known, who, being duly sworn, did depose and say that she is an Senior Vice President and Assistant Treasurer of Xxxxx Fargo & Company, a corporation described in and which executed the above instrument; that she knows the seal of said corporation; that it was so affixed pursuant to the authority of the Board of Directors of said corporation; and that she signed his name thereto pursuant to like authority.

/s/ Xxxx X. Xxxxxxx-Xxxxxx

Notary Public


STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On the 22nd day of April 2014, before me personally came Xxxxxx Xxxxxxxx, to me known, who, being duly sworn, did depose and say that he is a Vice President of Citibank, N.A., a national banking association described in and which executed the above instrument; and that he signed his name thereto pursuant to like authority.

/s/ Xxxxxx Xxxx Xxxxxx

Notary Public

Exhibit A

[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.

This Security amends and restates in its entirety that certain Security (Registered Xx. 0, XXXXX Xx. 00000XX0) dated March 2, 2011 (the “Prior Note”). This Security is issued in exchange for the Prior Note and pursuant to the Fifth Supplemental Indenture between the Company and the Trustee.


CUSIP XX. 00000XXX0		XXXXXXXXX XXXXXX: $12,155,000
REGISTERED NO. 2

XXXXX FARGO & COMPANY

MEDIUM-TERM NOTE, SERIES K

Due Nine Months or More From Date of Issue

Amended and Restated 0.125% Exchangeable Notes due March 2, 2016

XXXXX 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 its registered assigns, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, the principal sum of TWELVE MILLION ONE HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($12,155,000), on March 2, 2016 (the “Stated Maturity Date”) unless and to the extent the Company has exercised the Redemption Right (as defined and described below) or the Holder hereof has exercised the Exchange Right (as defined and described below), and to pay interest thereon from March 2, 2011 or from the most recent Interest Payment Date to which interest has been paid or duly provided for at the rate of 0.125% per annum, payable semi-annually in arrears on March 2 and September 2 in each year beginning September 2, 2011 until the principal hereof is paid or made available for payment or as otherwise provided herein in connection with the Redemption Right or the Exchange Right. Interest shall be calculated on the basis of a year of 360 days with twelve 30-day months. The Company shall not pay any accrued but unpaid interest with respect to this Security or any portion hereof that has been exchanged pursuant to the Exchange Right or redeemed pursuant to the Redemption Right. The interest so payable, and punctually paid or duly provided

for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (5:00 p.m. New York City time) on the Regular Record Date for such interest (whether or not a Business Day, as defined below) next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be the fifteenth calendar day, whether or not a Business Day, prior to such Interest Payment Date.

Any interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Security not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota 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; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person. Payment of principal of and interest 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 or at any other office or agency maintained by the Company for such purpose. Notwithstanding the foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made to the Depositary by wire transfer of immediately available funds.

Exchange Right

Beginning March 12, 2011 to and including the earlier of (i) the Trading Day prior to the Redemption Notice Date, if applicable, and (ii) the fifth Trading Day prior to the Stated Maturity Date, the Holder of this Security may exchange each $1,000 principal amount of this Security for a number of shares of each Basket Stock (as defined below) equal to its Exchange Ratio (as defined below) (or, at the Company’s option, the cash value of such shares as determined on the Exchange Notice Date (as defined below)), subject to the Company’s right to redeem this Security on any day from and including March 2, 2015. A “Trading Day” means a day, as determined by the Calculation Agent, on which trading is generally conducted on the principal trading market for each of the Basket Stocks (as determined by the Calculation Agent in its sole discretion), the Chicago Mercantile Exchange and the Chicago Board Options Exchange and in the over-the-counter market for equity securities in the United States. This right of the Holder of this Security to exchange this Security is referred to herein as the “Exchange Right.”

The “Initial Exchange Ratio” for each of Xxxxxxx Corporation, Textron Inc. and Xxxxxxxxx-Xxxx plc was determined on February 23, 2011. Allegion plc was spun off from Xxxxxxxxx-Xxxx plc with an Ex-Dividend Date (as defined below) of December 2, 2013, and the Initial Exchange Ratio

for Allegion plc was determined by the Calculation Agent as of December 2, 2013. The “Pre-Amendment Exchange Ratio” for each Basket Stock is set forth below in the definition of “Basket Stocks” under “—Certain Definitions” and reflects all adjustments to the Initial Exchange Ratio for each Basket Stock that have been made to April 16, 2014. The “Amended Exchange Ratio” for each Basket Stock is also set forth below in the definition of “Basket Stocks” under “—Certain Definitions” and is the Pre-Amendment Exchange Ratio for each Basket Stock multiplied by a factor of 0.98. References in this Security to “Exchange Ratio” refer to the Amended Exchange Ratio for each Basket Stock unless the context otherwise requires. The Exchange Ratio for each Basket Stock will remain constant for the term of this Security unless adjusted for certain corporate events relating to, or dividend payments by, the issuer of that Basket Stock. See “—Adjustment Events” below.

When the Holder of this Security exchanges this Security or any portion hereof, the Calculation Agent will determine the exact number of shares of each of the Basket Stocks to be received by the Holder based on the principal amount of this Security exchanged and the Exchange Ratio of each Basket Stock as it may have been adjusted through the Exchange Notice Date. Since this Security will be held only in book-entry form, a beneficial owner of this Security may exercise the Exchange Right only by acting through its participant at DTC, whose nominee is the registered Holder of this Security. Accordingly, if a beneficial owner of this Security desires to exchange all or any portion of this Security, such beneficial owner must instruct the participant through which it owns its interest to exercise the Exchange Right on its behalf.

To exchange this Security or any portion hereof on any day, a beneficial owner of this Security or any portion hereof must instruct its broker or other person with whom it holds its beneficial interest to take the appropriate steps through normal clearing system channels. A beneficial owner’s book-entry interest in this Security must be transferred to Xxxxx Fargo Bank, N.A., the Paying Agent, on the day the Company delivers shares or pays cash to the Holder hereof, as described below. In addition, a beneficial owner of this Security must give the Company notice of exchange as follows:

•

fill out an Official Notice of Exchange, which is attached as Annex A hereto; and

•

deliver such Official Notice of Exchange to the Company before 11:00 A.M., New York City time, on the day such beneficial owner notifies the Company of its exercise of the Exchange Right (the “Exchange Notice Date”).

In order to ensure that the instructions are received by the Company on a particular day, a beneficial owner of this Security must instruct the participant through which it owns its interest before that participant’s deadline for accepting instructions from their customers. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, a beneficial owner of this Security should consult the participant through which it owns its interest for the relevant deadline. If the Company receives an Official Notice of Exchange after 11:00 A.M., New York City time, on any day or at any time on a day when the stock markets are closed, such notice will not become effective until the next day that the stock markets are open. All instructions given to the Company by participants on behalf of a beneficial owner relating to the right to exchange this Security will be irrevocable. In addition, at the time instructions are given, a beneficial owner of this Security must direct the participant through which it owns its interest to

transfer its book-entry interest in this Security, on DTC’s records, to the Paying Agent on the Company’s behalf.

This Security must be exchanged in $1,000 minimum increments at a time.

The Holder of this Security will no longer have the Exchange Right if the Company redeems this Security.

Upon any exercise of the Exchange Right, the Holder of this Security will not be entitled to receive any cash payment representing any accrued but unpaid interest. Consequently, if this Security or any portion hereof is exchanged so that the Exchange Settlement Date (as defined below) occurs during the period from the close of business on a Regular Record Date for the payment of interest and prior to the next succeeding Interest Payment Date, this Security or the portion hereof exchanged must, as a condition to the delivery of the shares of the Basket Stocks or cash to the Holder hereof, be accompanied by funds equal to the interest payable on the succeeding Interest Payment Date on the principal amount of this Security exchanged.

Upon any such exchange, the Company may, at its sole option, either deliver such shares of the Basket Stocks or pay an amount in cash equal to the Basket Value on the Exchange Notice Date, as determined by the Calculation Agent, in lieu of such Basket Stocks.

The Company will, or will cause the Calculation Agent to, deliver such shares of the Basket Stocks or cash to the Paying Agent for delivery to the Holder of this Security on the fifth Business Day after the Exchange Notice Date, upon delivery of this Security to the Paying Agent. The “Exchange Settlement Date” will be the fifth Business Day after the Exchange Notice Date, or, if later, the day on which this Security is delivered to the Paying Agent.

If upon exchange of this Security or any portion hereof the Company delivers shares of the Basket Stocks, the Company will pay cash in lieu of delivering any fractional share of any Basket Stock in an amount equal to the value of such fractional shares based on the Closing Price (as defined below) of the Basket Stock as determined by the Calculation Agent on the Trading Day before the Exchange Settlement Date.

Redemption Right

The Company may redeem this Security, in whole but not in part, for settlement on any day from and including March 2, 2015, to and including the Stated Maturity Date, for an amount in cash for each $1,000 principal amount of this Security equal to the greater of (i) the redemption price of $1,000 and (ii) the Basket Value determined by the Calculation Agent on the Trading Day prior to the Redemption Notice Date. This right of the Company to redeem this Security is referred to herein as the “Redemption Right.”

If the Company redeems this Security, the Company will specify the Redemption Date in its notice of redemption. The “Redemption Date” will be 10 days following the day on which the Company gives its notice of redemption (the “Redemption Notice Date”), unless the 10^th day following the Redemption Notice Date is not a Business Day, in which case the Redemption Date will be the immediately following day that is a Business Day. If the Company redeems this

Security, the Holder of this Security will not receive any accrued but unpaid interest on the Redemption Date.

If the Company redeems this Security, the Holder of this Security will no longer be able to exercise the Exchange Right.

Business Day Adjustments

If the Stated Maturity Date, any Interest Payment Date, the Redemption Date or any Exchange Settlement Date is not a Business Day, any payments due on this Security on such day will be made on the next succeeding Business Day with the same force and effect as if made on such day.

Certain Definitions

As of April 16, 2014, the “Basket” is composed of the common stock of four companies, and consists of a number of shares of each Basket Stock equal to the Exchange Ratio with respect to such Basket Stock.

The “Basket Stocks” are the four stocks set forth in the table below. The table also indicates the proportion of the Basket Value represented by the shares of each Basket Stock on April 15, 2014, the Pre-Amendment Exchange Ratio for each Basket Stock and the Amended Exchange Ratio for each Basket Stock.


Basket Stocks	Proportion of Basket Value	Pre- Amend- ment Exchange Ratio		Amended Exchange Ratio
Xxxxxxx Corporation	34.64%		6.489159		6.347695
Textron Inc.	32.42%		11.75910		11.502752
Xxxxxxxxx-Xxxx plc	25.35%		6.239908		6.103878
Allegion plc	7.59%		2.076771		2.031497

Total	100.00%

If, as a result of any event described under “—Adjustment Events” below, this Security is exchangeable into equity securities other than the shares of the Basket Stock Issuers, “Basket Stocks” shall include such other securities.

The “Basket Stock Issuers” (or, individually, a “Basket Stock Issuer”) are the issuers of the Basket Stocks.

The “Basket Value” on any Trading Day equals the sum of the products of the Closing Price and the Exchange Ratio for each Basket Stock, each determined as of such Trading Day by the Calculation Agent.

“Business Day” shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York or Minneapolis, Minnesota.

“Calculation Agency Agreement” shall mean the Calculation Agency Agreement dated as of March 2, 2011 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, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency Agreement. The initial Calculation Agent shall be Xxxxx 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 this Security without the consent of the Holder of this Security and without notifying the Holder of this Security.

The “Closing Price” for one share of a Basket Stock (or one unit of any other security for which a Closing Price must be determined) on any Trading Day means:

•

if the Basket Stock (or any such other security) is listed or admitted to trading on a national securities exchange, the last reported sale price, regular way, of the principal trading session on such day on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Basket Stock (or any such other security) is listed or admitted to trading; or

•

if the Basket Stock (or any such other security) is not listed or admitted to trading on any national securities exchange but is included in the OTC Bulletin Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the last reported sale price of the principal trading session on the OTC Bulletin Board on such day.

If a Basket Stock (or any such other security) is listed or admitted to trading on any national securities exchange but the last reported sale price is not available pursuant to the preceding sentence, then the Closing Price for one share of that Basket Stock (or one unit of any such other security) on any Trading Day will mean the last reported sale price of the principal trading session on the over-the-counter market or the OTC Bulletin Board on such day.

If the last reported sale price for a Basket Stock (or any such other security) is not available pursuant to either of the two preceding sentences, then the Closing Price for any Trading Day will be the mean, as determined by the Calculation Agent, of the bid prices for that Basket Stock (or any such other security) obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Xxxxx Fargo Securities, LLC or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. The term OTC Bulletin Board Service will include any successor service thereto.

Calculation Agent

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.

Events of Default and Acceleration

In case an Event of Default, as defined in the Indenture, with respect to this Security has occurred and is continuing, the amount payable to the Holder of this Security upon any acceleration permitted by this Security, with respect to each $1,000 principal amount of this Security, will be equal to the greater of (i) $1,000 and (ii) the Basket Value determined by the Calculation Agent on the date of acceleration.

Adjustment Events

The Exchange Ratios of the Basket Stocks are subject to adjustment by the Calculation Agent as a result of the dilution and reorganization events described in this section.

If one of the events described below occurs with respect to any Basket Stock and the Calculation Agent determines that the event has a dilutive or concentrative effect on the market price of such Basket Stock, the Calculation Agent will calculate a corresponding adjustment to the Exchange Ratio for such Basket Stock as the Calculation Agent deems appropriate to account for that dilutive or concentrative effect. For example, if an adjustment is required because of a two-for-one stock split, then the Exchange Ratio for such Basket Stock will be adjusted by the Calculation Agent by multiplying the existing Exchange Ratio by a fraction whose numerator is the number of shares of such Basket Stock outstanding immediately after the stock split and whose denominator is the number of shares of such Basket Stock outstanding immediately prior to the stock split. Consequently, the Exchange Ratio will be adjusted to double the prior Exchange Ratio, due to the corresponding decrease in the market price of such Basket Stock. Adjustments will be made for events with an effective date or Ex-Dividend Date, as applicable, from but excluding April 16, 2014 to and including (i) if a Holder of this Security exchanges this Security and the Company delivers shares of Basket Stocks to such Holder on the Exchange Settlement Date, the Exchange Settlement Date or (ii) in all other circumstances, the Exchange Notice Date or the Redemption Determination Date, as applicable (the “Adjustment Period”).

The Calculation Agent will also determine the effective date of that adjustment, and the replacement of the Basket Stock, if applicable, in the event of a consolidation or merger or certain other events in respect of any Basket Stock Issuer. Upon making any such adjustment, the Calculation Agent will give notice as soon as practicable to the Trustee and the Paying Agent, stating the adjustment to the Exchange Ratio with respect to such Basket Stock. In no event, however, will an antidilution adjustment to the Exchange Ratio during the term of this Security be deemed to change the principal amount of this Security.

If more than one event requiring adjustment occurs with respect to a Basket Stock, the Calculation Agent will make an adjustment for each event in the order in which the events occur,

and on a cumulative basis. Thus, having made an adjustment for the first event, the Calculation Agent will adjust the Exchange Ratio for the second event, applying the required adjustment to the Exchange Ratio of any such Basket Stock as already adjusted for the first event, and so on for any subsequent events.

For any dilution event described below, other than a consolidation or merger, the Calculation Agent will not have to adjust the Exchange Ratio unless the adjustment would result in a change to the Exchange Ratio of any such Basket Stock then in effect of at least 0.10%. The Exchange Ratio with respect to such Basket Stock resulting from any adjustment will be rounded up or down, as appropriate, to the nearest one-hundred thousandth.

If an event requiring an antidilution adjustment occurs, the Calculation Agent will make the adjustment with a view to offsetting, to the extent practical, any change in the economic position of the Holder of this Security relative to this Security that results solely from that event. The Calculation Agent may, in its sole discretion, modify the antidilution adjustments as necessary to ensure an equitable result.

The Calculation Agent will make all determinations with respect to antidilution adjustments, including any determination as to whether an event requiring adjustment has occurred, as to the nature of the adjustment required and how it will be made or as to the value of any property distributed in a reorganization event, and will do so in its sole discretion. In the absence of manifest error, those determinations will be conclusive for all purposes and will be binding on the Holder of this Security and the Company, without any liability on the part of the Calculation Agent. The Holder of this Security will not be entitled to any compensation from the Company for any loss suffered as a result of any of these determinations by the Calculation Agent. The Calculation Agent will provide information about the adjustments that it makes upon the written request of the Holder of this Security.

If any of the adjustments specified below is required to be made with respect to an amount or value of any cash or other property that is distributed by any Basket Stock Issuer organized outside the United States, such amount or value will be converted to U.S. dollars, as applicable, and will be reduced by any applicable foreign withholding taxes that would apply to such distribution if such distribution were paid to a U.S. person that is eligible for the benefits of an applicable income tax treaty, if any, between the United States and the jurisdiction of organization of such Basket Stock Issuer, as determined by the Calculation Agent, in its sole discretion.

No adjustments will be made for certain other events, such as offerings of common stock by any Basket Stock Issuer for cash or in connection with the occurrence of a partial tender or exchange offer for any Basket Stock by the issuer of such Basket Stock or any other person.

Ordinary Dividend Adjustments

In addition to any adjustments to the Exchange Ratio described elsewhere in this section, the Exchange Ratio will be adjusted for changes (whether positive or negative) in the regular quarterly cash dividend payable to holders of such Basket Stock relative to its Base Quarterly Dividend (as defined below). If the issuer of a Basket Stock pays a regular quarterly cash dividend for which the Ex-Dividend Date is within the Adjustment Period and the amount of such regular quarterly cash

dividend (the “Current Quarterly Dividend”) differs from the Base Quarterly Dividend payable to holders of such Basket Stock, the Exchange Ratio with respect to such Basket Stock will be adjusted (an “Ordinary Dividend Adjustment”) on such Ex-Dividend Date so that the new Exchange Ratio will equal the prior Exchange Ratio multiplied by the Ordinary Dividend Adjustment factor. If a reorganization event occurs, no Ordinary Dividend Adjustment will be made in respect of any New Stock (other than spin-off stock), Successor Stock or Replacement Stock (each as defined below).

The “Ordinary Dividend Adjustment Factor” will equal a fraction, the numerator of which is the Closing Price of such Basket Stock on the Trading Day preceding the Ex-Dividend Date for the payment of the Current Quarterly Dividend (such Closing Price, the “Ordinary Dividend Base Closing Price”), and the denominator of which equals the Ordinary Dividend Base Closing Price of such Basket Stock on the Trading Day preceding the Ex-Dividend Date minus the Dividend Differential (as defined below). If the Dividend Differential is negative (because the Current Quarterly Dividend is less than the Base Quarterly Dividend), then the Ordinary Dividend Adjustment factor will be less than 1, and the corresponding adjustment to the relevant Exchange Ratio will result in a reduction of such Exchange Ratio.

The “Dividend Differential” equals the amount of the Current Quarterly Dividend minus the Base Quarterly Dividend.

The “Base Quarterly Dividend” for each Basket Stock will be reset on the date hereof. Immediately prior to the date hereof, the Base Quarterly Dividends with respect to the Basket Stocks were (i) with respect to Xxxxxxx Corporation, a quarterly dividend of $0.02 per share; (ii) with respect to Textron Inc., a quarterly dividend of $0.02 per share; (iii) with respect to Xxxxxxxxx-Xxxx plc, a quarterly dividend of $0.07 per share; and (iv) with respect to Allegion plc, a quarterly dividend of $0.00 per share. On and after the date hereof, the “Base Quarterly Dividends” with respect to the Basket Stocks will be (i) with respect to Xxxxxxx Corporation, a quarterly dividend of $0.025 per share; (ii) with respect to Textron Inc., a quarterly dividend of $0.02 per share; (iii) with respect to Xxxxxxxxx-Xxxx plc, a quarterly dividend of $0.25 per share; and (iv) with respect to Allegion plc, a quarterly dividend of $0.08 per share. In the event of a spin-off in respect of any Basket Stock, the Base Quarterly Dividend for such Basket Stock will remain unchanged and the Base Quarterly Dividend with respect to the spin-off stock will be $0.00 per share.

Stock Splits and Reverse Stock Splits

A stock split is an increase in the number of a corporation’s outstanding shares of stock without any change in its stockholders’ equity. Each outstanding share will be worth less as a result of a stock split.

A reverse stock split is a decrease in the number of a corporation’s outstanding shares of stock without any change in its stockholders’ equity. Each outstanding share will be worth more as a result of a reverse stock split.

If any Basket Stock is subject to a stock split or a reverse stock split, then once the split has become effective, the Calculation Agent will adjust the Exchange Ratio with respect to such Basket Stock to equal the product of the prior Exchange Ratio of such Basket Stock and the number of

shares issued in such stock split or reverse stock split with respect to one share of such Basket Stock.

Stock Dividends

In a stock dividend, a corporation issues additional shares of its stock to all holders of its outstanding stock in proportion to the shares they own. Each outstanding share will be worth less as a result of a stock dividend.

If any Basket Stock is subject to a stock dividend payable in shares of such Basket Stock that is given ratably to all holders of shares of such Basket Stock, then once the dividend has become effective the Calculation Agent will adjust the Exchange Ratio for such Basket Stock on the Ex-Dividend Date to equal the sum of the prior Exchange Ratio for such Basket Stock and the product of:

•

the number of shares issued with respect to one share of such Basket Stock, and

•

the prior Exchange Ratio for such Basket Stock.

The “Ex-Dividend Date” for any dividend or other distribution is the first day on and after which such Basket Stock trades without the right to receive that dividend or distribution.

No Adjustments for Other Dividends and Distributions

The Exchange Ratio will not be adjusted to reflect dividends, including cash dividends, or other distributions paid with respect to any Basket Stock, other than:

•

Ordinary Dividend Adjustments described above;

•

stock dividends described above;

•

issuances of transferable rights and warrants as described in “—Transferable Rights and Warrants” below;

•

distributions that are spin-off events described in “—Reorganization Events” below; and

•

Extraordinary Dividends described below.

An “Extraordinary Dividend” means each of (a) the full amount per share of a Basket Stock of any cash dividend or special dividend or distribution that is identified by the issuer of a Basket Stock as an extraordinary or special dividend or distribution, (b) the excess of any cash dividend or other cash distribution (that is not otherwise identified by the issuer of a Basket Stock as an extraordinary or special dividend or distribution) distributed per share of such Basket Stock over the immediately preceding cash dividend or other cash distribution, if any, per share of such Basket Stock that did not include an Extraordinary Dividend (as adjusted for any subsequent corporate event requiring an adjustment as described in this section, such as a stock split or reverse stock split) if such excess portion of the dividend or distribution is more than 5.00% of the Closing Price of

such Basket Stock on the Trading Day preceding the Ex-Dividend Date for the payment of such cash dividend or other cash distribution (such closing price, the “Extraordinary Dividend Base Closing Price”) and (c) the full cash value of any non-cash dividend or distribution per share of a Basket Stock (excluding Marketable Securities, as defined below).

If any Basket Stock is subject to an Extraordinary Dividend, then once the Extraordinary Dividend has become effective the Calculation Agent will adjust the Exchange Ratio for such Basket Stock on the Ex-Dividend Date to equal the product of:

•

the prior Exchange Ratio for such Basket Stock, and

•

a fraction, the numerator of which is the Extraordinary Dividend Base Closing Price of such Basket Stock on the Trading Day preceding the Ex-Dividend Date and the denominator of which is the amount by which the Extraordinary Dividend Base Closing Price of such Basket Stock on the Trading Day preceding the Ex-Dividend Date exceeds the Extraordinary Dividend.

Notwithstanding anything herein, the initiation by the issuer of a Basket Stock of an Ordinary Dividend on such Basket Stock or any announced increase in the Ordinary Dividend on such Basket Stock will not constitute an Extraordinary Dividend requiring an adjustment.

To the extent an Extraordinary Dividend is not paid in cash or is paid in a currency other than U.S. dollars, the value of the non-cash component or non-U.S. currency will be determined by the Calculation Agent, in its sole discretion. A distribution on a Basket Stock that is a dividend payable in shares of Basket Stock, an issuance of rights or warrants or a spin-off event and also an Extraordinary Dividend will result in an adjustment to the number of shares of a Basket Stock only as described in “—Stock Dividends” above, “—Transferable Rights and Warrants” below or “—Reorganization Events” below, as the case may be, and not as described here.

Transferable Rights and Warrants

If the issuer of a Basket Stock issues transferable rights or warrants to all holders of such Basket Stock to subscribe for or purchase such Basket Stock at an exercise price per share that is less than the Closing Price of such Basket Stock on the Trading Day before the Ex-Dividend Date for the issuance, then the Exchange Ratio for such Basket Stock will be adjusted to equal the product of:

•

the prior Exchange Ratio for such Basket Stock, and

•

a fraction, (1) the numerator of which will be the number of shares of such Basket Stock outstanding at the close of trading on the Trading Day before the Ex-Dividend Date (as adjusted for any subsequent event requiring an adjustment hereunder) plus the number of additional shares of such Basket Stock offered for subscription or purchase pursuant to the rights or warrants and (2) the denominator of which will be the number of shares of such Basket Stock outstanding at the close of trading on the Trading Day before the Ex-Dividend Date (as adjusted for any subsequent event

requiring an adjustment hereunder) plus the number of additional shares of such Basket Stock (referred to herein as the “Additional Shares”) that the aggregate offering price of the total number of shares of such Basket Stock so offered for subscription or purchase pursuant to the rights or warrants would purchase at the Closing Price on the Trading Day before the Ex-Dividend Date for the issuance.

The number of Additional Shares will be equal to:

•

the product of (1) the total number of additional shares of such Basket Stock offered for subscription or purchase pursuant to the rights or warrants and (2) the exercise price of the rights or warrants, divided by

•

the Closing Price of such Basket Stock on the Trading Day before the Ex-Dividend Date for the issuance.

If the number of shares of the Basket Stock actually delivered in respect of the rights or warrants differs from the number of shares of the Basket Stock offered in respect of the rights or warrants, then the Exchange Ratio for such Basket Stock will promptly be readjusted to the Exchange Ratio for such Basket Stock that would have been in effect had the adjustment been made on the basis of the number of shares of the Basket Stock actually delivered in respect of the rights or warrants.

Reorganization Events

Each of the following is a “Reorganization Event”:

•

a Basket Stock is reclassified or changed (other than in a stock split or reverse stock split),

•

the issuer of a Basket Stock has been subject to a merger, consolidation or other combination and either is not the surviving entity or is the surviving entity but all outstanding shares of such Basket Stock are exchanged for or converted into other property,

•

a statutory share exchange involving outstanding shares of a Basket Stock and the securities of another entity occurs, other than as part of an event described above,

•

a Basket Stock Issuer sells or otherwise transfers its property and assets as an entirety or substantially as an entirety to another entity,

•

a Basket Stock Issuer effects a spin-off, other than as part of an event described above (in a spin-off, a corporation issues to all holders of its common stock equity securities of another issuer), or

•

the issuer of a Basket Stock is liquidated, dissolved or wound up or is subject to a proceeding under any applicable bankruptcy, insolvency or other similar law, or

another entity completes a tender or exchange offer for all the outstanding shares of such Basket Stock.

Adjustments for Reorganization Events

If a Reorganization Event occurs with respect to a Basket Stock Issuer, then the Calculation Agent will adjust the applicable Exchange Ratio to reflect the amount and type of property or properties—whether cash, securities, other property or a combination thereof—that a holder of one share of the applicable Basket Stock would have been entitled to receive in relation to the Reorganization Event. This new property is referred to as the “Reorganization Property.”

Reorganization Property can be classified into two categories:

•

an equity security listed on a national securities exchange, which is generally referred to as a “Marketable Security” and, in connection with a particular Reorganization Event, “New Stock,” which may include any tracking stock, any stock received in a spin-off (“Spin-Off Stock”) or any Marketable Security received in exchange for the Basket Stock; and

•

cash and any other property, assets or securities other than Marketable Securities (including equity securities that are not listed, that are traded over the counter or that are listed on a non-U.S. securities exchange), which is referred to as “Non-Stock Reorganization Property.”

For the purpose of making an adjustment required by a Reorganization Event, the Calculation Agent, in its sole discretion, will determine the value of each type of the Reorganization Property. For purposes of valuing any New Stock, the Calculation Agent will use the Closing Price of the security on the relevant Trading Day. The Calculation Agent will value Non-Stock Reorganization Property in any manner it determines, in its sole discretion, to be appropriate. In connection with a Reorganization Event in which Reorganization Property includes New Stock, for the purpose of determining the Exchange Ratio for any New Stock as described below, the term “New Stock Reorganization Ratio” means the product of (i) the number of shares of the New Stock received with respect to one share of the applicable Basket Stock and (ii) the Exchange Ratio for such Basket Stock on the Trading Day immediately prior to the effective date of the Reorganization Event.

If a holder of shares of the applicable Basket Stock may elect to receive different types or combinations of types of Reorganization Property in the Reorganization Event, the Reorganization Property will consist of the types and amounts of each type distributed to a holder of shares of such Basket Stock that makes no election, as determined by the Calculation Agent in its sole discretion.

If any Reorganization Event occurs with respect to a Basket Stock Issuer, then on and after the effective date for such Reorganization Event (or, if applicable, in the case of spinoff stock, the Ex-Dividend Date for the distribution of such spinoff stock) the term “Basket Stock” herein will be deemed to mean the following in respect of the applicable original Basket Stock, and for each share of Basket Stock, New Stock and/or Replacement Stock so deemed to constitute Basket Stock, the applicable Exchange Ratio will be equal to the applicable number indicated:

(a)

if the Basket Stock continues to be outstanding:

(1)

that Basket Stock (if applicable, as reclassified upon the issuance of any tracking stock) at the Exchange Ratio in effect for that Basket Stock on the Trading Day immediately prior to the effective date of the Reorganization Event; and

(2)

if the Reorganization Property includes New Stock, a number of shares of New Stock equal to the New Stock Reorganization Ratio;

provided that, if any Non-Stock Reorganization Property is received in the Reorganization Event, the results of (a)(1) and (a)(2) above will each be multiplied by the “Gross-Up Multiplier,” which will be equal to a fraction, the numerator of which is the Closing Price of the Basket Stock on the Trading Day immediately prior to the effective date of the Reorganization Event and the denominator of which is the amount by which such Closing Price of the Basket Stock exceeds the value of the Non-Stock Reorganization Property received per share of Basket Stock as determined by the Calculation Agent as of the close of trading on such Trading Day; or

(b)

if the Basket Stock is surrendered for Reorganization Property:

(1)

that includes New Stock, a number of shares of New Stock equal to the New Stock Reorganization Ratio; provided that, if any Non-Stock Reorganization Property is received in the Reorganization Event, such number will be multiplied by the Gross-Up Multiplier; or

(2)

that consists exclusively of Non-Stock Reorganization Property:

(i)

if the surviving entity has Marketable Securities outstanding following the Reorganization Event and either (A) such Marketable Securities were in existence prior to such Reorganization Event or (B) such Marketable Securities were exchanged for previously outstanding Marketable Securities of the surviving entity or its predecessor (“Predecessor Stock”) in connection with such Reorganization Event (in either case of (A) or (B), the “Successor Stock”), a number of shares of the Successor Stock determined by the Calculation Agent on the Trading Day immediately prior to the effective date of such Reorganization Event equal to the Exchange Ratio in effect for the Basket Stock on the Trading Day immediately prior to the effective date of such Reorganization Event multiplied by a fraction, the numerator of which is the value of the Non-Stock Reorganization Property per share of the Basket Stock on such Trading Day and the denominator of which is the Closing Price of the Successor Stock on such Trading Day (or, in the case of Predecessor Stock, the Closing Price of the Predecessor Stock multiplied by the

number of shares of the Successor Stock received with respect to one share of the Predecessor Stock); or

(ii)

if the surviving entity does not have Marketable Securities outstanding, or if there is no surviving entity (in each case, a “Replacement Stock Event”), a number of shares of Replacement Stock (selected as defined below) with an aggregate value on the effective date of such Reorganization Event equal to the value of the Non-Stock Reorganization Property multiplied by the Exchange Ratio in effect for the Basket Stock on the Trading Day immediately prior to the effective date of such Reorganization Event.

If a Reorganization Event occurs with respect to the shares of a Basket Stock and the Calculation Agent adjusts the Exchange Ratio of such Basket Stock to reflect the Reorganization Property in the event as described above, the Calculation Agent will make further antidilution adjustments for any later events that affect the Reorganization Property, or any component of the Reorganization Property, comprising the new Exchange Ratio. The Calculation Agent will do so to the same extent that it would make adjustments if the shares of such Basket Stock were outstanding and were affected by the same kinds of events. If a subsequent Reorganization Event affects only a particular component of the number of shares of such Basket Stock, the required adjustment will be made with respect to that component as if it alone were the number of shares of such Basket Stock.

For purposes of adjustments for Reorganization Events, in the case of a consummated tender or exchange offer or going-private transaction involving Reorganization Property of a particular type, Reorganization Property will be deemed to include the amount of cash or other property paid by the offeror in the tender or exchange offer with respect to such Reorganization Property (in an amount determined on the basis of the rate of exchange in such tender or exchange offer or going-private transaction). In the event of a tender or exchange offer or a going-private transaction with respect to Reorganization Property in which an offeree may elect to receive cash or other property, Reorganization Property will be deemed to include the kind and amount of cash and other property received by offerees who elect to receive cash.

Replacement Stock Events

Following the occurrence of a Replacement Stock Event described in paragraph (b)(2)(ii) above or in “—Delisting of American Depositary Shares or Termination of American Depositary Receipt Facility” below, the amount of shares of a Basket Stock or cash, as applicable, payable on this Security upon exchange or redemption or at Maturity will be determined by reference to a Replacement Stock and an Exchange Ratio (subject to any further antidilution adjustments) for such Replacement Stock as determined in accordance with the following paragraphs.

The “Replacement Stock” will be the stock having the closest “Option Period Volatility” to the Basket Stock among the stocks that then comprise the Replacement Stock Selection Index (or, if publication of such index is discontinued, any successor or substitute index selected by the Calculation Agent in its sole discretion) with the same GICS Code (as defined below) as the issuer of such Basket Stock; provided, however, that a Replacement Stock will not include (i) any stock that is subject to a trading restriction under the trading restriction policies of the Company, the hedging counterparties of the Company or any of their affiliates that would materially limit the ability of the Company, the hedging counterparties of the Company or any of their affiliates to hedge this Security with respect to such stock or (ii) any stock for which the aggregate number of shares to be referenced (equal to the product of (a) the Exchange Ratio that would be in effect immediately after selection of such stock as the Replacement Stock and (b) the principal amount of this Security outstanding divided by $1,000) exceeds 25% of the ADTV (as defined in Rule 100(b) of Regulation M under the Exchange Act) for such stock as of the effective date of the Replacement Stock Event (an “Excess ADTV Stock”).

If a Replacement Stock is selected in connection with a Reorganization Event, the Exchange Ratio with respect to such Replacement Stock will be equal to the number of shares of such Replacement Stock with an aggregate value, based on the Closing Price on the effective date of such Reorganization Event, equal to the product of (a) the value of the Non-Stock Reorganization Property received per share of the Basket Stock and (b) the Exchange Ratio in effect for such Basket Stock on the Trading Day immediately prior to the effective date of such Reorganization Event. If Replacement Stock is selected in connection with an ADS Termination Event (as defined below), the Exchange Ratio with respect to such Replacement Stock will be equal to the number of shares of such Replacement Stock with an aggregate value, based on the Closing Price on the Change Date (as defined below), equal to the product of (x) the Closing Price of the Basket Stock on the Change Date and (y) the Exchange Ratio in effect for such Basket Stock on the Trading Day immediately prior to the Change Date.

The “Option Period Volatility” means, in respect of any Trading Day, the volatility (calculated by referring to the Closing Price of the Basket Stock on its primary exchange) for a period equal to the 125 Trading Days immediately preceding the announcement date of the Reorganization Event, as determined by the Calculation Agent.

“GICS Code” means the Global Industry Classification Standard (“GICS”) sub-industry code assigned to the Basket Stock Issuer; provided, however, if (i) there is no other stock in the Replacement Stock Selection Index in the same GICS sub-industry or (ii) a Replacement Stock (a) for which there is no trading restriction and (b) that is not an Excess ADTV Stock cannot be identified from the Replacement Stock Selection Index in the same GICS sub-industry, the GICS Code will mean the GICS industry code assigned to such Basket Stock Issuer. If no GICS Code has been assigned to such Basket Stock Issuer, the applicable GICS Code will be determined by the Calculation Agent to be the GICS sub-industry code assigned to companies in the same sub-industry (or, subject to the proviso in the preceding sentence, industry, as applicable) as such Basket Stock Issuer at the time of the relevant Replacement Stock Event.

The “Replacement Stock Selection Index” means the S&P 500^® Index.

Delisting of American Depositary Shares or Termination of American Depositary Receipt Facility. If a Basket Stock is an ADS and such Basket Stock is no longer listed or admitted to trading on a U.S. securities exchange registered under the Exchange Act or included in the OTC Bulletin Board Service operated by the FINRA, or if the American depositary receipt facility between the issuer of such Basket Stock and the depositary is terminated for any reason (each, an “ADS Termination Event”), then, on the last Trading Day on which such Basket Stock is listed or admitted to trading or the last Trading Day immediately prior to the date of such termination, as applicable (the “Change Date”), a Replacement Stock Event shall be deemed to occur.

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]

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

DATED: April 22, 2014


XXXXX 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

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

By:
		Authorized Signature

[Reverse of Note]

XXXXX FARGO & COMPANY

MEDIUM-TERM NOTE, SERIES K

Due Nine Months or More From Date of Issue

Amended and Restated 0.125% Exchangeable Notes due March 2, 2016

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 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 “Principal 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 principal 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 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 principal of or interest on this Security (or amounts payable in connection with the exercise of the Exchange Right or the Redemption Right, as applicable) 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 principal of or interest on this Security (or amounts payable in connection with the exercise of the Exchange Right or the Redemption Right, as applicable), 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.

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)

the within Security of XXXXX 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.

Annex A

OFFICIAL NOTICE OF EXCHANGE

Dated: On or after March 12, 2011

Xxxxx Fargo & Company

000 Xxxx Xxxxxx, 0^xx Xxxxx

XXX X0000-000

Xxx Xxxx, XX 00000

Facsimile No: (000) 000-0000

Telephone No: (000) 000-0000

Attention: Derivatives Structuring Group

Xxxxx Fargo Securities, LLC

c/o Institutional Investor Solutions

000 Xxxx Xxxxxx, 0^xx Xxxxx

MAC X0000-000

Xxx Xxxx, XX 00000

Facsimile No: (000) 000-0000/6271

Telephone No: (000) 000-0000

Attention: Xxxxxxx Xxxxxxxxxx

Dear Sirs or Madams:

The undersigned beneficial owner of the Medium-Term Notes, Series K, 0.125% Exchangeable Notes due March 2, 2016 of Xxxxx Fargo & Company (CUSIP No. 00000XXX0) (the “notes”) hereby irrevocably elects to exercise, with respect to the principal amount of the notes indicated below, as of the date hereof (or if this notice is received after 11:00 A.M., New York City time, on any business day, as of the next business day), provided that such a day is on or after March 12, 2011, and is on or before the earlier of (i) the trading day prior to the redemption notice date, if applicable, and (ii) the fifth trading day before the stated maturity date. The exchange right is to be exercised as described under “Specific Terms of the Notes—Exchange Right,” in the Amended and Restated Pricing Supplement No. 71 dated April 16, 2014 (the “pricing supplement”), relating to Registration Statement No. 333-180728. Terms not defined in this notice shall have their respective meanings as described in the pricing supplement.

Please (i) date and acknowledge receipt of this Official Notice of Exchange in the place provided below, and fax a copy to the fax number indicated and, if the exchange settlement date for this exchange falls after a record date and prior to the succeeding interest payment date, provide an amount of cash equal to the interest payable on the succeeding interest payment date with respect to the principal of the notes to be exchanged. The amount of any such cash payment will be determined by the calculation agent and indicated in its acknowledgment of this Official Notice of Exchange. Xxxxx Fargo will then deliver, in its sole discretion, the shares of the basket stocks, using the exchange ratios in effect on the exchange notice date, or an equivalent amount in cash on the fifth business day after the exchange notice date, in accordance with the terms of the notes as described in the pricing supplement.

The undersigned certifies to you that (i) it is, or is duly authorized to act for, the beneficial owner of the notes to be exchanged (and attaches evidence of such ownership as provided by the undersigned’s position services department or the position services department of the entity through which the undersigned holds its notes) and (ii) it will cause the principal amount of notes to be exchanged to be transferred to the paying agent on the exchange settlement date.


Very truly yours,


Name of Beneficial Owner

By:
Name

Title and/or Organization

Fax No./Direct No.
$
Principal amount of notes to be surrendered for exchange
$
Accrued interest, if any, due upon surrender of notes for exchange

Please specify: Exchange Notice Date

Receipt of the above

Official Notice of Exchange is hereby acknowledged.

XXXXX FARGO & COMPANY, as issuer

XXXXX FARGO SECURITIES, LLC, as calculation agent


By:
		Title:

Date and time of acknowledgment

Accrued interest, if any, due upon surrender of the notes for exchange: $

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FIFTH SUPPLEMENTAL INDENTURE BETWEEN WELLS FARGO & COMPANY AND CITIBANK, N.A. Dated as of April 22, 2014 SUPPLEMENTAL TO INDENTURE DATED AS OF JULY 21, 1999

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