X0304 4 2012-02-28 0000072971 WELLS FARGO & CO/MN WFC 0001452637 Rhein Kevin A 90 SOUTH 7TH STREET 4TH FLOOR MINNEAPOLIS MN 55402-3903 1 Sr. Executive Vice President Common Stock, $1 2/3 Par Value 64842 D Common Stock, $1 2/3 Par Value 268.7467 I Through 401(k) Plan Restricted Share Right 2012-02-28 4 A 0 1818 0 A Common Stock, $1 2/3 Par Value 1818 1818 D Reflects share equivalent of units in Wells Fargo ESOP Fund of 401(k) Plan as of January 31, 2012, as if investable cash equivalents held by Plan were fully invested in Wells Fargo & Company (the "Company") common stock. Each Restricted Share Right ("RSRs") represents a contingent right to receive one share of Company common stock. These RSRs vest in three installments: one-third on 3/15/2013, 3/15/2014, and 3/15/2015. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. These RSRs were granted to the reporting person as part of the reporting person's 2011 annual incentive compensation award. Kevin A. Rhein, by Ross E. Jeffries, as Attorney-in-Fact 2012-02-29