Face of Note

Exhibit 4.1

[Face of Note]

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

WELLS FARGO & COMPANY

Notes Linked to a Strategic Allocation Basket

due October 7, 2014

WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “ Company ,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date. The “ Initial Stated Maturity Date ” shall be October 7, 2014. If no Market Disruption Event (as defined below) occurs or is continuing with respect to a Basket Component (as defined below) on the scheduled Valuation Date (as defined below), the Initial Stated Maturity Date will be the “ Stated Maturity Date .” If a Market Disruption Event occurs or is continuing on the scheduled Valuation Date with respect to a Basket Component, the “ Stated Maturity Date ” shall be the later of (i) three Business Days (as defined below) after the postponed Valuation Date with respect to such Basket Component (or, if the Valuation Date is postponed with respect to more than one Basket Component, three Business Days after the latest postponed Valuation Date) and (ii) the Initial Stated Maturity Date. This Security shall not bear any interest.

Any payments on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.

Determination of Maturity Payment Amount

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

                Initial Basket Level

“ Additional Amount ” shall mean, for each $1,000 Face Amount of this Security, an amount equal to the product of:

                Initial Basket Level

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

“ Rogers Index ” shall mean the Rogers International Commodity Index ^__ Excess Return.

“ Basket Component ” shall mean each of the S&P 500 Index (70%) and the Rogers Index (30%), with each Basket Component having the weighting noted parenthetically.

The “ Participation Rate ” is 1.05.

The “ Initial Basket Level ” is 100.

The “ Final Basket Level ” will be equal to the product of (i) 100 and (ii) an amount to equal 1 plus the sum of: (A) 70% of the Component Return (as defined herein) of the S&P 500 Index; and (B) 30% of the Component Return of the Rogers Index.

“ 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.

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“ Calculation Agency Agreement ” shall mean the Calculation Agency Agreement dated as of October 7, 2009 between the Company and the Calculation Agent, as amended from time to time.

“ Calculation Agent ” shall mean the Person that has entered into the Calculation Agency Agreement with the Company providing for, among other things, the determination of the Final Basket Level, the Additional Amount, if any, and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agency Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of the Securities of this series without the consent of the Holders of the Securities of this series and without notifying the Holders of the Securities of this series.

The “ Closing Level ” on any Trading Day (as defined herein) means (A) with respect to the S&P 500 Index, the closing level of the S&P 500 Index as reported by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“ S&P ”) (or of any successor equity index (as defined herein), as reported by the index sponsor of the successor equity index) and (B) with respect to the Rogers Index, the closing level of the Rogers Index as reported by CQG, Inc. (“ CQG ”) (or of any successor commodity index, as reported by Beeland Interests, Inc. (“ Beeland ”), James Beeland Rogers, Jr. (“ Rogers ”) or another sponsor of that successor commodity index) on such Trading Day or as determined by the Calculation Agent as described in “—Discontinuance of the S&P 500 Index; Alteration of Method of Calculation” and “—Discontinuance of the Rogers Index; Alteration of Method of Calculation”

The “ Component Return ” of a Basket Component will be equal to:

Final Component Level – Initial Component Level

                Initial Component Level

where,

The Initial Component Level of the Basket Components are as follows: S&P 500 Index (1057.08) and Rogers Index (2210.42).

“ Designated Contracts ” shall mean the future contracts that compose the Rogers Index.

“ Face Amount ” shall mean, when used with respect to any Security or Securities of this series, the amount set forth on the face of such Security or Securities as its or their “Face Amount.”

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“ Index Commodities ” shall mean the physical commodities underlying the Designated Contracts.

The “ Pricing Date ” shall mean the date the notes were priced for initial sale to the public.

“ Settlement Price ” shall mean for each Designated Contract, the official settlement price for the relevant contract month as published by the futures exchange on which the Index Commodity trades.

A “ Trading Day ” means any day on which (i) The New York Stock Exchange, The Nasdaq Stock Market and the American Stock Exchange, or any successor thereto, are open for trading during their regular trading sessions and (ii) the primary exchange, trading system or market for each Designated Contract included in the Rogers Index is open for trading.

The “ Valuation Date ” shall be the last Trading Day of September 2014, subject to postponement due to the occurrence of a Market Disruption Event. Notwithstanding a postponement of the Valuation Date with respect to a Basket Component that is subject to a Market Disruption Event, the originally scheduled Valuation Date will remain the Valuation Date for any Basket Component not subject to a Market Disruption Event. See “—Market Disruption Events.”

Discontinuance Of The S&P 500 Index; Alteration Of Method Of Calculation

If S&P discontinues publication of the S&P 500 Index and S&P or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued S&P 500 Index, then any subsequent Closing Level of the S&P 500 Index will be determined by reference to the level of such successor index or substitute index (in any such case, referred to herein as a “ successor equity index ”) at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level is to be determined.

Upon any selection by the Calculation Agent of a successor equity index, the Company will promptly give notice to the Holders of the Securities of this series.

If S&P discontinues publication of the S&P 500 Index prior to, and such discontinuance is continuing on, the date that any Closing Level of the S&P 500 Index is to be determined and the Calculation Agent determines that no successor equity index is available at such time, then, on such date, the Calculation Agent will determine the Closing Level of the S&P 500 Index to be used in computing the amount payable at stated maturity. Such Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the S&P 500 Index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant security has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each security most recently comprising the S&P 500 Index on the primary organized exchange or trading system. As used herein, “ closing price ”

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means, with respect to any security on any 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 organized exchange or trading system on which such security is then listed or admitted to trading.

If a successor equity index is selected or the Calculation Agent calculates a Closing Level as a substitute for the S&P 500 Index, such successor equity index or Closing Level will be used as a substitute for the S&P 500 Index for all purposes, including for purposes of determining whether a Market Disruption Event exists.

If at any time the method of calculating the S&P 500 Index or a successor equity index, or the Closing Level thereof, is changed in a material respect, or if the S&P 500 Index or a successor equity index is in any other way modified so that such S&P 500 Index does not, in the opinion of the Calculation Agent, fairly represent the value of the S&P 500 Index or such successor equity index had such changes or modifications not been made, then the Calculation Agent will, at the close of business in New York City on the date that any Closing Level of the S&P 500 Index is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable to the S&P 500 Index or such successor equity index, as the case may be, as if such changes or modifications had not been made. The Calculation Agent will calculate the Closing Level of the S&P 500 Index and the amount payable at stated maturity with reference to the S&P 500 Index or such successor equity index, as adjusted. Accordingly, if the method of calculating the S&P 500 Index or a successor equity index is modified so that the level of such index is a fraction of what it would have been if it had not been modified (for example, due to a split in the index), then the Calculation Agent will adjust such index in order to arrive at a level of the S&P 500 Index or such successor equity index as if it had not been modified (for example, as if such split had not occurred).

Discontinuance Of The Rogers Index; Alteration Of Method Of Calculation

If CQG discontinues calculation of the Closing Level of the Rogers Index and another entity calculates the level of the Rogers Index that the Calculation Agent determines, in its sole discretion, to be comparable to the Closing Level of the Rogers Index as previously calculated by CQG, then any subsequent Closing Level of the Rogers Index will be determined by reference to the level of the Rogers Index as calculated by such entity (in any case, referred to herein as a “ successor index calculation agent ”) at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level is to be determined.

Upon any selection by the Calculation Agent of a successor index calculation agent, the Company will promptly give notice to the Holders of the Securities of this series.

If CQG discontinues calculation of the Closing Level of the Rogers Index prior to, and such discontinuance is continuing on, the date that any Closing Level of the Rogers Index is to be determined and the Calculation Agent determines that no successor index calculation agent is available at such time, then, on such date, the Calculation Agent will determine each subsequent Closing Level of the Rogers Index to be used in computing the amount payable at stated maturity. Such Closing Level will be computed by the Calculation Agent in accordance with the

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formula for and method of calculating the Rogers Index last in effect prior to such discontinuance, using the Settlement Price (or, if trading in the relevant Designated Contracts has been materially suspended or materially limited, its good faith estimate of the Settlement Price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each Designated Contract most recently comprising the Rogers Index on the primary organized exchange or trading system.

If Beeland discontinues publication of the Rogers Index and Beeland, Rogers or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Rogers Index, then any subsequent Closing Level of the Rogers Index will be determined by reference to the level of such successor commodity index or substitute index (in any such case, referred to herein as a “ successor commodity index ”) at 4:00 p.m., New York City time, on the date that any such subsequent Closing Level is to be determined.

Upon any selection by the Calculation Agent of a successor commodity index, the Company will promptly give notice to the Holders of the Securities of this series.

If Beeland discontinues publication of the Rogers Index prior to, and such discontinuance is continuing on, the date that any Closing Level of the Rogers Index is to be determined and the Calculation Agent determines that no successor commodity index is available at such time, then, on such date, the Calculation Agent will determine each subsequent Closing Level of the Rogers Index to be used in computing the amount payable at stated maturity. Each such Closing Level will be computed by the Calculation Agent in accordance with the formula for and method of calculating the Rogers Index last in effect prior to such discontinuance, using the Settlement Price (or, if trading in the relevant Designated Contracts has been materially suspended or materially limited, its good faith estimate of the Settlement Price that would have prevailed but for such suspension or limitation) at the close of the principal trading session on such date of each Designated Contract most recently comprising the Rogers Index on the primary organized exchange or trading system.

If a successor commodity index is selected or the Calculation Agent calculates a Closing Level as a substitute for the Rogers Index, such successor commodity index or Closing Level will be used as a substitute for the Rogers Index for all purposes, including for purposes of determining whether a Market Disruption Event exists.

If at any time the method of calculating the Rogers Index or a successor commodity index, whether by CQG or a successor commodity index calculation agent, as applicable, or the Closing Level thereof, is changed in a material respect, or if the Rogers Index or a successor commodity index is in any other way modified so that such Index does not, in the opinion of the Calculation Agent, fairly represent the value of the Rogers Index or such successor commodity index had such changes or modifications not been made, then the Calculation Agent will, at the close of business in New York City on the date that any Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of a commodity index comparable to the Rogers Index or such successor commodity index, as the case may be, as if such changes or modifications had not been made, and calculate the Closing Level and the amount payable at stated maturity with

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reference to the Rogers Index or such successor commodity index, as adjusted. Accordingly, if the method of calculating the Rogers Index or a successor commodity index is modified so that the level of such index is a fraction of what it would have been if it had not been modified, then the Calculation Agent will adjust such index in order to arrive at a level of the Rogers Index or such successor commodity index as if it had not been modified.

Market Disruption Events

Pricing Date

If a Market Disruption Event occurs or is continuing with respect to the S&P 500 Index on the Pricing Date, the Calculation Agent will determine the Initial Component Level of the S&P 500 Index for the Securities of this series by reference to the Closing Level of the S&P 500 Index on the next trading day on which there is not a Market Disruption Event for the S&P 50