WELLS FARGO & COMPANY 8-K


 


 Exhibit
4.3


 


[Face
of Note]


 


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


	CUSIP
NO. 95001BA38	FACE AMOUNT: $_________








REGISTERED
NO. ___


 


 





WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES S


 


Due
Nine Months or More From Date of Issue


 


Principal
at Risk Securities Linked to an Equity
Index Basket 


due
November 6, 2023


 


 


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 November 6, 2023. If the Calculation Day (as defined below) is not postponed for any Basket Component (as defined below), the
Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Calculation Day is postponed for any
Basket Component, the “Stated Maturity Date” shall be the later of (i) the Initial Stated Maturity Date
and (ii) three Business Days (as defined below) after the last Calculation Day as postponed. This Security shall not bear
any interest.


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


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




    	 	 	 



    	 



    

Determination
of Maturity Payment Amount


The
“Maturity Payment Amount” of this Security will equal:


 


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



 


	 		Face Amount x		Ending Level – Starting Level

Starting Level		x Participation Rate		; 



 








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



 


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



 





	 		Face Amount x	  	Starting
    Level - Ending Level
  Starting Level		 

                                                                                 





 








All
calculations with respect to the Maturity Payment Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Maturity Payment Amount will be rounded to the nearest cent,
with one-half cent rounded upward.


 


“Basket”
shall mean a basket comprised of the following Basket Components, with the return of each Basket Component having the weighting
noted parenthetically: S&P 500® Index (40%); EURO STOXX 50® Index (40%); and Nikkei Stock Average
(20%).


 


“Basket
Component” shall mean each of the S&P 500 Index, the EURO STOXX 50 Index and the Nikkei Stock Average.


 


The
“Pricing Date” shall mean October 30, 2018.


 


The
“Starting Level” is 100.


 


The
“Ending Level” will be calculated based on the weighted returns of the Basket Components and will be equal
to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 40% of the Component Return of the S&P 500
Index; (B) 40% of the Component Return of the EURO STOXX 50 Index; and (C) 20% of the Component Return of the Nikkei
Stock Average.


 


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


 


Final
Component Level – Initial Component Level


Initial
Component Level


 




    	 	2	 



    	 



    

where,


 


	 	•	 	the “Initial
    Component Level” is the Closing Level of such Basket Component on the Pricing Date; and
	 	 	 	 
	 	•	 	the “Final
    Component Level” will be the Closing Level of such Basket Component on the Calculation Day.
	 	 	 	 
	 	 	 	The
        Initial Component Levels of the Basket Components are as follows: S&P 500 Index (2682.63); EURO STOXX 50 Index (3147.13);
        and Nikkei Stock Average (21457.29).

         



The
“Closing Level” of a Basket Component on any Trading Day means the official closing level of that Basket Component
reported by the relevant Index Sponsor on such Trading Day, as obtained by the Calculation Agent on such Trading Day from the
licensed third-party market data vendor contracted by the Calculation Agent at such time; in particular, taking into account the
decimal precision and/or rounding convention employed by such licensed third-party market data vendor on such date, subject to
the provisions set forth below under “Adjustments to a Basket Component,” Discontinuance of a Basket Component”
and “Market Disruption Events.”


 


The
“Threshold Level” is 70, which is equal to 70% of the Starting Level.


 


The
“Participation Rate” is 165%.


 


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


 


A
“Trading Day” with respect to the S&P 500 Index or the Nikkei Stock Average means a day, as determined
by the Calculation Agent, on which (i) the Relevant Stock Exchanges with respect to each security underlying such Basket
Component are scheduled to be open for trading for their respective regular trading sessions and (ii) each Related Futures
or Options Exchange with respect to such Basket Component is scheduled to be open for trading for its regular trading session.


A
“Trading Day” with respect to the EURO STOXX 50 Index means a day, as determined by the Calculation Agent,
on which (i) the relevant Index Sponsor is scheduled to publish the level of the EURO STOXX 50 Index and (ii) each Related
Futures or Options Exchange is scheduled to be open for trading for its regular trading session.


The
“Relevant Stock Exchange” for any security underlying a Basket Component means the primary exchange or quotation
system on which such security is traded, as determined by the Calculation Agent.




    	 	3	 



    	 



    

The
“Related Futures or Options Exchange” for a Basket Component means an exchange or quotation system where trading
has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating
to such Basket Component.


The
“Calculation Day” shall be October 30, 2023. If such day is not a Trading Day with respect to any Basket Component,
the Calculation Day for each Basket Component will be postponed to the next succeeding day that is a Trading Day with respect
to each Basket Component. The Calculation Day for a Basket Component is also subject to postponement due to the occurrence of
a Market Disruption Event (as defined below) with respect to such Basket Component. If a Market Disruption Event occurs or is
continuing with respect to a Basket Component on the Calculation Day, then the Calculation Day for such Basket Component will
be postponed to the first succeeding Trading Day for such Basket Component on which a Market Disruption Event for such Basket
Component has not occurred and is not continuing; however, if such first succeeding Trading Day has not occurred as of the eighth
Trading Day for such Basket Component after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed
to be the Calculation Day for such Basket Component. If the Calculation Day has been postponed eight Trading Days for a Basket
Component after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to
such Basket Component on such eighth Trading Day, the Calculation Agent will determine the Closing Level of such Basket Component
on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of such Basket Component
last in effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any relevant
security, if a Market Disruption Event has occurred with respect to such security, its good faith estimate of the value of such
security at (i) with respect to the S&P 500 Index or the Nikkei Stock Average, the Scheduled Closing Time of the Relevant
Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock
Exchange or (ii) with respect to the EURO STOXX 50 Index, the time at which the official Closing Level of such Basket Component
is calculated and published by the relevant Index Sponsor) on such date of each security included in such Basket Component. As
used herein, “closing price” means, with respect to any security on any date, the Relevant Stock Exchange traded
or quoted price of such security as of (i) with respect to the S&P 500 Index or the Nikkei Stock Average, the Scheduled Closing
Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of
such Relevant Stock Exchange or (ii) with respect to the EURO STOXX 50 Index, the time at which the official Closing Level of
such Basket Component is calculated and published by the relevant Index Sponsor. Notwithstanding the postponement of the Calculation
Day for a particular Basket Component due to a Market Disruption Event with respect to such Basket Component, the originally scheduled
Calculation Day will remain the Calculation Day for any Basket Component not affected by a Market Disruption Event.


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of January 24, 2018 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 Level and the Maturity Payment Amount, which term shall, unless the context otherwise


 




    	 	4	 



    	 



    

requires,
include its successors under such Calculation Agent Agreement. The initial Calculation Agent shall be Wells Fargo Securities,
LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from time to time after
the initial issuance of this Security without the consent of the Holder of this Security and without notifying the Holder of this
Security.


 


Adjustments
to a Basket Component


If
at any time the method of calculating a Basket Component or a Successor Basket Component, or the closing level thereof, is changed
in a material respect, or if a Basket Component or a Successor Basket Component is in any other way modified so that such basket
component does not, in the opinion of the Calculation Agent, fairly represent the level of such basket component had those changes
or modifications not been made, then the Calculation Agent will, at the close of business in New York, New York, on each date
that the closing level of such basket component is to be calculated, make such calculations and adjustments as, in the good faith
judgment of the Calculation Agent, may be necessary in order to arrive at a level of a basket component comparable to such Basket
Component or Successor Basket Component as if those changes or modifications had not been made, and the Calculation Agent will
calculate the closing level of such Basket Component or Successor Basket Component with reference to such basket component, as
so adjusted. Accordingly, if the method of calculating a Basket Component or Successor Basket Component is modified so that the
level of such basket component is a fraction or a multiple of what it would have been if it had not been modified (e.g.,
due to a split or reverse split in such related equity index), then the Calculation Agent will adjust such Basket Component or
Successor Basket Component in order to arrive at a level of such basket component as if it had not been modified (e.g.,
as if the split or reverse split had not occurred).


Discontinuance
of a Basket Component


If
a sponsor or publisher of a Basket Component (each, an “Index Sponsor”) discontinues publication of a Basket
Component, and such Index Sponsor or another entity publishes a successor or substitute basket component that the Calculation
Agent determines, in its sole discretion, to be comparable to such Basket Component (a “Successor Basket Component”),
then, upon the Calculation Agent’s notification of that determination to the Trustee and the Company, the Calculation Agent
will substitute the Successor Basket Component as calculated by the relevant Index Sponsor or any other entity and calculate the
Final Component Level as described in this Security. Upon any selection by the Calculation Agent of a Successor Basket Component,
the Company will cause notice to be given to the Holder of this Security.


In
the event that an Index Sponsor discontinues publication of a Basket Component prior to, and the discontinuance is continuing
on, the Calculation Day and the Calculation Agent determines that no Successor Basket Component is available at such time, the
Calculation Agent will calculate a substitute Closing Level for such Basket Component in accordance with the formula for and method
of calculating such Basket Component last in effect prior to the discontinuance, but using only those securities that comprised
such Basket Component immediately prior to that discontinuance. If a Successor Basket Component is selected or the Calculation
Agent calculates a level as a substitute for such Basket Component, the Successor




    	 	5	 



    	 



    

Basket
Component or level will be used as a substitute for such Basket Component for all purposes, including the purpose of determining
whether a Market Disruption Event exists.


If
on the Calculation Day an Index Sponsor fails to calculate and announce the level of a Basket Component, the Calculation Agent
will calculate a substitute Closing Level of such Basket Component in accordance with the formula for and method of calculating
such Basket Component last in effect prior to the failure, but using only those securities that comprised such Basket Component
immediately prior to that failure; provided that, if a Market Disruption Event occurs or is continuing on such day with
respect to such Basket Component, then the provisions set forth above under the definition of “Calculation Days” shall
apply in lieu of the foregoing.


Market
Disruption Events 


A
“Market Disruption Event” with respect to the S&P 500 Index or the Nikkei Stock Average means any of the
following events as determined by the Calculation Agent in its sole discretion:


		(A)	The
                                         occurrence or existence of a material suspension of or limitation imposed on trading
                                         by the Relevant Stock Exchanges or otherwise relating to securities which then comprise
                                         20% or more of the level of such Basket Component or any Successor Basket Component at
                                         any time during the one-hour period that ends at the Close of Trading on that day, whether
                                         by reason of movements in price exceeding limits permitted by those Relevant Stock Exchanges
                                         or otherwise.



 


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



 


		(C)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, securities that then comprise 20% or more of the level of such
                                         Basket Component or any Successor Basket Component on their Relevant Stock Exchanges
                                         at any time during the one-hour period that ends at the Close of Trading on that day.



 


		(D)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, futures or options contracts relating to such Basket Component
                                         or any Successor Basket Component on any Related Futures or Options Exchange at any time
                                         during the one-hour period that ends at the Close of Trading on that day.



 




    	 	6	 



    	 



    

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



 


		(F)	The
                                         Relevant Stock Exchange for any security underlying such Basket Component or Successor
                                         Basket Component or any Related Futures or Options Exchange with respect to such Basket
                                         Component or Successor Basket Component fails to open for trading during its regular
                                         trading session.



For
purposes of determining whether a Market Disruption Event has occurred with respect to the S&P 500 Index or the Nikkei Stock
Average:


 


		(1)	the
                                         relevant percentage contribution of a security to the level of such Basket Component
                                         or any Successor Basket Component will be based on a comparison of (x) the portion
                                         of the level of such Basket Component attributable to that security and (y) the
                                         overall level of such Basket Component or Successor Basket Component, in each case immediately
                                         before the occurrence of the Market Disruption Event;



 


		(2)	the
                                         “Close of Trading” on any Trading Day for such Basket Component or
                                         any Successor Basket Component means the Scheduled Closing Time of the Relevant Stock
                                         Exchanges with respect to the securities underlying such Basket Component or Successor
                                         Basket Component on such Trading Day; provided that, if the actual closing time of the
                                         regular trading session of any such Relevant Stock Exchange is earlier than its Scheduled
                                         Closing Time on such Trading Day, then (x) for purposes of clauses (A) and (C) of
                                         the definition of “Market Disruption Event” above, with respect to any security
                                         underlying such Basket Component or Successor Basket Component for which such Relevant
                                         Stock Exchange is its Relevant Stock Exchange, the “Close of Trading” means
                                         such actual closing time and (y) for purposes of clauses (B) and (D) of the
                                         definition of “Market Disruption Event” above, with respect to any futures
                                         or options contract relating to such Basket Component or Successor Basket Component,
                                         the “Close of Trading” means the latest actual closing time of the regular
                                         trading session of any of the Relevant Stock Exchanges, but in no event later than the
                                         Scheduled Closing Time of the Relevant Stock Exchanges;



 


		(3)	the
                                         “Scheduled Closing Time” of any Relevant Stock Exchange or Related
                                         Futures or Options Exchange on any Trading Day for such Basket Component or any Successor
                                         Basket Component means the scheduled weekday closing time of such Relevant Stock



 




    	 	7	 



    	 



    

Exchange
or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular
trading session hours; and


 


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



 


A
“Market Disruption Event” with respect to the EURO STOXX 50 Index means any of (A), (B), (C) or (D) below,
as determined by the Calculation Agent in its sole discretion:


 


		(A)	Any
                                         of the following events occurs or exists with respect to any security included in such
                                         Basket Component or any Successor Basket Component, and the aggregate of all securities
                                         included in such Basket Component or Successor Basket Component with respect to which
                                         any such event occurs comprise 20% or more of the level of such Basket Component or Successor
                                         Basket Component;



		•	a
                                         material suspension of or limitation imposed on trading by the Relevant Stock Exchange
                                         for such security or otherwise at any time during the one-hour period that ends at the
                                         Scheduled Closing Time for the Relevant Stock Exchange for such security on that day,
                                         whether by reason of movements in price exceeding limits permitted by the Relevant Stock
                                         Exchange or otherwise;



		•	any
                                         event, other than an early closure, that materially disrupts or impairs the ability of
                                         market participants in general to effect transactions in, or obtain market values for,
                                         such security on its Relevant Stock Exchange at any time during the one-hour period that
                                         ends at the Scheduled Closing Time for the Relevant Stock Exchange for such security
                                         on that day; or



		•	the
                                         closure on any Exchange Business Day of the Relevant Stock Exchange for such security
                                         prior to its Scheduled Closing Time unless the earlier closing is announced by such Relevant
                                         Stock Exchange at least one hour prior to the earlier of (i) the actual closing time
                                         for the regular trading session on such Relevant Stock Exchange and (ii) the submission
                                         deadline for orders to be entered into the Relevant Stock Exchange system for execution
                                         at the Scheduled Closing Time for such Relevant Stock Exchange on that day.





    	 	8	 



    	 



    

		(B)	Any
                                         of the following events occurs or exists with respect to futures or options contracts
                                         relating to such Basket Component or any Successor Basket Component:



		•	a
                                         material suspension of or limitation imposed on trading by any Related Futures or Options
                                         Exchange or otherwise at any time during the one-hour period that ends at the close of
                                         trading on such Related Futures or Options Exchange on that day, whether by reason of
                                         movements in price exceeding limits permitted by the Related Futures or Options Exchange
                                         or otherwise;



		•	any
                                         event, other than an early closure, that materially disrupts or impairs the ability of
                                         market participants in general to effect transactions in, or obtain market values for,
                                         futures or options contracts relating to such Basket Component or Successor Basket Component
                                         on any Related Futures or Options Exchange at any time during the one-hour period that
                                         ends at the close of trading on such Related Futures or Options Exchange on that day;
                                         or



		•	the
                                         closure on any Exchange Business Day of any Related Futures or Options Exchange prior
                                         to its Scheduled Closing Time unless the earlier closing time is announced by such Related
                                         Futures or Options Exchange at least one hour prior to the earlier of (i) the actual
                                         closing time for the regular trading session on such Related Futures or Options Exchange
                                         and (ii) the submission deadline for orders to be entered into the Related Futures or
                                         Options Exchange system for execution at the close of trading for such Related Futures
                                         or Options Exchange on that day.



		(C)	The
                                         relevant Index Sponsor fails to publish the level of such Basket Component or any Successor
                                         Basket Component (other than as a result of the relevant Index Sponsor having discontinued
                                         publication of such Basket Component or Successor Basket Component and no Successor Basket
                                         Component being available).



		(D)	Any
                                         Related Futures or Options Exchange fails to open for trading during its regular trading
                                         session.



For
purposes of determining whether a Market Disruption Event has occurred with respect to the EURO STOXX 50 Index:


		(1)	the
                                         relevant percentage contribution of a security included in such Basket Component or any
                                         Successor Basket Component to the level of such Basket Component will be based on a comparison
                                         of (x) the portion of the level of such basket component attributable to that security
                                         to (y) the overall level of such basket component, in each case using the official opening
                                         weightings as published by the relevant Index Sponsor as part of the market opening data;



		(2)	the
                                         “Scheduled Closing Time” of any Relevant Stock Exchange or Related
                                         Futures or Options Exchange on any Trading Day means the scheduled





    	 	9	 



    	 



    

weekday
closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after
hours or any other trading outside the regular trading session hours; and


		(3)	an
                                         “Exchange Business Day” means any Trading Day on which (i) the relevant
                                         Index Sponsor publishes the level of such Basket Component or any Successor Basket Component
                                         and (ii) each Related Futures or Options Exchange is open for trading during its regular
                                         trading session, notwithstanding any Related Futures or Options Exchange closing prior
                                         to its Scheduled Closing Time.



Calculation
Agent


The
Calculation Agent will determine the Maturity Payment Amount and the Ending Level. In addition, the Calculation Agent will (i)
determine the Closing Level of a Basket Component under the circumstances described in this Security, (ii) determine if adjustments
are required to the Closing Level of a Basket Component under the circumstances described in this Security, (iii) if publication
of a Basket Component is discontinued, select a Successor Basket Component or, if no Successor Basket Component is available,
determine the Closing Level of such Basket Component and (iv) determine whether a Market Disruption Event or non-Trading Day has
occurred.


The
Company covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall
be a broker-dealer, bank or other financial institution) with respect to this Security.


All
determinations made by the Calculation Agent with respect to this Security will be at the sole discretion of the Calculation Agent
and, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security.


Tax
Considerations


The
Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed
to have 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 prepaid derivative contract that is an “open transaction.”


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 November
6, 2023. 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 Maturity Payment
Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with
the effect provided in the Indenture. The amount
payable to the Holder hereof upon any acceleration permitted under the




    	 	10	 



    	 



    

Indenture
will be equal to the Maturity Payment Amount hereof calculated as provided herein as though the date of acceleration was the Calculation
Day.


__________________


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.




    	 	11	 



    	 



    




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


 


DATED: 


 


	 	WELLS FARGO & COMPANY
	 	 	 
	 	By:	 
	 	 	 	 
	 	 	Its:	 	 
	 	 	 
	 	 	 
	 	Attest:	 
	 	 	 	 
	 	 	Its:	 	 






 


TRUSTEE’S
CERTIFICATE OF


AUTHENTICATION


This
is one of the Securities of the 


series
designated therein described


in
the within-mentioned Indenture.


 







	CITIBANK, N.A.,	 
	 	as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 
	 	 	 
	OR	 
	 	 	 
	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent for the Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 


 







    	 	12	 



    	 



    

[Reverse
of Note]


 


 


WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES S


 


Due
Nine Months or More From Date of Issue


 


Principal
at Risk Securities Linked to an Equity
Index Basket 


due
November 6, 2023


 


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 February 21, 2017, 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 S, of the Company. 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.


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




    	 	13	 



    	 



    

behalf
of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain
past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Solely
for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or given by the Holders
of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in the requisite aggregate
principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth on the face hereof
as the “Face Amount” hereof. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


Defeasance


Section 403
and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating
to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants, upon
compliance by the Company with certain conditions set forth therein, shall not apply to this Security. The remaining provisions
of Section 401 of the Indenture shall apply to this Security.


Authorized
Denominations


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


Registration
of Transfer


Upon
due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis,
Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for
an equal aggregate Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject
to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental
charge imposed in connection therewith.


This
Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days
after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines
that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z)
an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same date
of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount. 




    	 	14	 



    	 



    

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


No
Personal Recourse


No
recourse shall be had for the payment of the Maturity Payment Amount, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly waived and released.


Defined
Terms


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless
otherwise defined in this Security.


Governing
Law


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




    	 	15	 



    	 



    

 


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)








 




    	 	16	 



    	 



    

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


 


 


Dated:
_________________________


 


 





	 	 
	 	 
	 	 
	 	 



 


 











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


 


 






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