WELLS FARGO & COMPANY 8-K


 


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.


	CUSIP NO. 95001B7K4	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 the

Energy Select Sector SPDR® Fund due November 8, 2021


 


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, unless this Security is automatically called as provided below under “Automatic Call.”
The “Initial Stated Maturity Date” shall be November 8, 2021. If the Final Calculation Day (as defined below)
is not postponed, the Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Final Calculation
Day is postponed, 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 Final 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.”


 






    	 




    	 



    

Automatic Call


If the Fund Closing
Price (as defined below) of the Fund (as defined below) on any of the Call Dates (as defined in the table below) (including the
Final Calculation Day) is greater than or equal to the Starting Price (as defined below), this Security will be automatically called
by the Company, and on the related Call Settlement Date (as defined below) the Holder hereof will receive the Face Amount of this
Security plus the Call Premium (as defined in the table below) applicable to the relevant Call Date (together, the “Call
Price”). Unless the Company defaults in the payment of the Call Price, this Security will cease to be outstanding on such
Call Settlement Date, and the Holder hereof will have no further rights under this Security after such Call Settlement Date. The
Holder hereof will not receive any notice from the Company in the event this Security is automatically called pursuant to the terms
hereof.


The Call Dates and
the related Call Premiums are as follows:


	 	Call Date	 	Call Premium	 
	 	 	 	 	 
	 	November 7, 2019	 	 9.20% of the Face Amount of this Security	 
	 	November 9, 2020	 	18.40% of the Face Amount of this Security	 
	 	November 1, 2021	 	27.60% of the Face Amount of this Security	 


The Call Dates are subject to postponement
for non-Trading Days and the occurrence of a Market Disruption Event. See the definition of “Calculation Days” below.


The “Call
Settlement Date” for a Call Date shall be five Business Days after such Call Date, as such Call Date may be postponed as
provided herein; provided that the Call Settlement Date for the last Call Date shall be the Stated Maturity Date.


Payment of the Call
Price, if any, will be made in such coin or currency of the United States of America as at the time is legal tender for payment
of public and private debts.


Determination of Maturity Payment
Amount and Certain Definitions


If this Security is not
automatically called prior to the Final Calculation Day as provided above under “Automatic Call,” the “Maturity
Payment Amount” of this Security will equal:


 


		•	if the Ending Price is greater than or equal to the Starting Price: the Face Amount plus the Call Premium applicable
to the Final Calculation Day;



 


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



 


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



 


	 		
     Face Amount  x 	Threshold
     Price– Ending Price		 
	Starting
Price            


 




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All calculations with respect to the Maturity
Payment Amount or Call Price, as applicable, 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 or Call Price, as applicable, will be rounded
to the nearest cent, with one-half cent rounded upward.


 


The “Fund”
shall mean the Energy Select Sector SPDR® Fund.


The “Pricing
Date” shall mean October 31, 2018.


The “Starting
Price” is $67.16, the Fund Closing Price of the Fund on the Pricing Date.


The “Ending
Price” will be the Fund Closing Price of the Fund on the Final Calculation Day.


The “Fund
Closing Price” with respect to the Fund on any Trading Day means the product of (i) the Closing Price of one share
of the Fund (or one unit of any other security for which a Fund Closing Price must be determined) on such Trading Day and (ii) the
Adjustment Factor on such Trading Day.


The “Closing
Price” for one share of the Fund (or one unit of any other security for which a Closing Price must be determined) on
any Trading Day means the official closing price on such day published by the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which the Fund (or any such other security) is listed or admitted to
trading.


The “Adjustment
Factor” means, with respect to a share of the Fund (or one unit of any other security for which a Fund Closing Price
must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the Fund. See “—Anti-dilution
Adjustments Relating to the Fund; Alternate Calculation —Anti-dilution Adjustments” below.


The “Threshold
Price” is $60.444, which is equal to 90% of the Starting Price.


The “Underlying
Index” shall mean the Energy Select Sector 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.


A “Trading
Day” means a day, as determined by the Calculation Agent, on which the Relevant Stock Exchange (as defined below) and
each Related Futures or Options Exchange (as defined below) with respect to the Fund, or any successor thereto, if applicable,
are scheduled to be open for trading for their respective regular trading sessions.


The “Relevant
Stock Exchange” for the Fund means the primary exchange or quotation system on which shares (or other applicable securities)
of the Fund are traded, as determined by the Calculation Agent.




    	3




    	 



    

The “Related
Futures or Options Exchange” for the Fund means each 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 the Fund.


The “Calculation
Days” shall mean each of the Call Dates (including the Final Calculation Day). If any Calculation Day is not a Trading
Day, such Calculation Day will be postponed to the next succeeding Trading Day. A Calculation Day is also subject to postponement
due to the occurrence of a Market Disruption Event (as defined below). If a Market Disruption Event occurs or is continuing with
respect to the Fund on a Calculation Day, such Calculation Day will be postponed to the first succeeding Trading Day on which a
Market Disruption Event has not occurred and is not continuing; however, if such first succeeding Trading Day has not occurred
as of the eighth Trading Day after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed to be the
Calculation Day. If a Calculation Day has been postponed eight Trading Days after the originally scheduled Calculation Day and
a Market Disruption Event occurs or is continuing on such eighth Trading Day, the Calculation Agent will determine the Closing
Price of the Fund on such eighth Trading Day based on its good faith estimate of the value of the shares (or other applicable securities)
of the Fund as of the Close of Trading (as defined below) on such eighth Trading Day. See “—Market Disruption Events.”


The “Final
Calculation Day” is November 1, 2021, subject to postponement as provided herein.


“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 whether this Security will be automatically called on any of the Call Dates, the Call Price,
if any, the Ending Price and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its
successors under such Calculation Agent Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant
to the Calculation 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.


Market
Disruption Events 


A “Market
Disruption Event” 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 Exchange or otherwise relating to the shares (or other applicable securities) of the Fund or any Successor Fund
(as defined below) on the Relevant Stock Exchange at any time during the one-hour period that ends





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at the Close
of Trading on such day, whether by reason of movements in price exceeding limits permitted by such Relevant Stock Exchange 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 the shares (or other applicable securities)
of the Fund or any Successor Fund 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, shares (or other
applicable securities) of the Fund or any Successor Fund on the Relevant Stock Exchange 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 shares (or other applicable securities) of the Fund or any Successor Fund 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.



		(E)	The closure of the Relevant Stock Exchange or any Related Futures or Options Exchange with respect
to the Fund or any Successor Fund 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 the Close of Trading on that day.



		(F)	The Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the Fund
or any Successor Fund fails to open for trading during its regular trading session.



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


		(1)	“Close of Trading” means the Scheduled Closing Time of the Relevant Stock Exchange
with respect to the Fund or any Successor Fund; and



		(2)	the “Scheduled Closing Time” of the Relevant Stock Exchange or any Related Futures
or Options Exchange on any Trading Day for the Fund or any Successor Fund means the scheduled weekday closing time of such Relevant
Stock Exchange or Related Futures or Options Exchange on such Trading Day, without





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regard to
after hours or any other trading outside the regular trading session hours.


Anti-dilution
Adjustments Relating to the Fund; Alternate Calculation


Anti-dilution Adjustments



The Calculation
Agent will adjust the Adjustment Factor as specified below if any of the events specified below occurs with respect to the Fund
and the effective date or ex-dividend date, as applicable, for such event is after the Pricing Date and on or prior to the Final
Calculation Day.


The adjustments
specified below do not cover all events that could affect the Fund. The Calculation Agent may, in its sole discretion, make additional
adjustments to any terms of this Security upon the occurrence of other events that affect or could potentially affect the market
price of, or shareholder rights in, the Fund, with a view to offsetting, to the extent practical, any such change, and preserving
the relative investment risks of this Security. In addition, the Calculation Agent may, in its sole discretion, make adjustments
or a series of adjustments that differ from those described herein if the Calculation Agent determines that such adjustments do
not properly reflect the economic consequences of the events specified herein or would not preserve the relative investment risks
of this Security. All determinations made by the Calculation Agent in making any adjustments to the terms of this Security, including
adjustments that are in addition to, or that differ from, those described herein, will be made in good faith and a commercially
reasonable manner, with the aim of ensuring an equitable result. In determining whether to make any adjustment to the terms of
this Security, the Calculation Agent may consider any adjustment made by the Options Clearing Corporation or any other equity derivatives
clearing organization on options contracts on the Fund.


For any event
described below, the Calculation Agent will not be required to adjust the Adjustment Factor unless the adjustment would result
in a change to the Adjustment Factor then in effect of at least 0.10%. The Adjustment Factor resulting from any adjustment will
be rounded up or down, as appropriate, to the nearest one-hundred thousandth.


		(A)	Stock Splits and Reverse Stock Splits



If a stock split or reverse stock
split has occurred, then once such split has become effective, the Adjustment Factor will be adjusted to equal the product of the
prior Adjustment Factor and the number of securities which a holder of one share (or other applicable security) of the Fund before
the effective date of such stock split or reverse stock split would have owned or been entitled to receive immediately following
the applicable effective date.


		(B)	Stock Dividends



If a dividend or distribution
of shares (or other applicable securities) to which this Security is linked has been made by the Fund ratably to all holders of
record of such shares (or other applicable security), then the Adjustment Factor will be adjusted on the ex-dividend date to equal
the prior Adjustment Factor plus the 




    	6




    	 



    

product of the prior
Adjustment Factor and the number of shares (or other applicable security) of the Fund which a holder of one share (or other
applicable security) of the Fund before the ex-dividend date would have owned or been entitled to receive immediately
following that date; provided, however, that no adjustment will be made for a distribution for which the number of securities
of the Fund paid or distributed is based on a fixed cash equivalent value.


		(C)	Extraordinary Dividends



If an Extraordinary Dividend
(as defined below) has occurred, then the Adjustment Factor will be adjusted on the ex-dividend date to equal the product of the
prior Adjustment Factor and a fraction, the numerator of which is the Closing Price per share (or other applicable security) of
the Fund on the Trading Day preceding the ex-dividend date, and the denominator of which is the amount by which the Closing Price
per share (or other applicable security) of the Fund on the Trading Day preceding the ex-dividend date exceeds the Extraordinary
Dividend Amount (as defined below).


For purposes of determining
whether an Extraordinary Dividend has occurred:


		(1)	“Extraordinary Dividend” means any cash dividend or distribution (or portion
thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and



		(2)	“Extraordinary Dividend Amount” with respect to an Extraordinary Dividend for
the securities of the Fund will equal the amount per share (or other applicable security) of the Fund of the applicable cash dividend
or distribution that is attributable to the Extraordinary Dividend, as determined by the Calculation Agent in its sole discretion.



A distribution on the securities
of the Fund described below under the section entitled “—Reorganization Events” below that also constitutes an
Extraordinary Dividend will only cause an adjustment pursuant to that “—Reorganization Events” section.


		(D)	Other Distributions



If the Fund declares
or makes a distribution to all holders of the shares (or other applicable security) of the Fund of any non-cash assets, excluding
dividends or distributions described under the section entitled “—Stock Dividends” above, then the Calculation
Agent may, in its sole discretion, make such adjustment (if any) to the Adjustment Factor as it deems appropriate in the circumstances.
If the Calculation Agent determines to make an adjustment pursuant to this paragraph, it will do so with a view to offsetting,
to the extent practical, any change in the economic position of a holder of this Security that results solely from the applicable
event.




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		(E)	Reorganization Events



If the Fund, or any Successor
Fund, is subject to a merger, combination, consolidation or statutory exchange of securities with another exchange traded fund,
and the Fund to which this Security is linked is not the surviving entity (a “Reorganization Event”), then,
on or after the date of such event, the Calculation Agent shall, in its sole discretion, make an adjustment to the Adjustment Factor
or the method of determining the Maturity Payment Amount, whether this Security is automatically called on any of the Call Dates
or any other terms of this Security as the Calculation Agent determines appropriate to account for the economic effect on this
Security of such event, and determine the effective date of that adjustment. If the Calculation Agent determines that no adjustment
that it could make will produce a commercially reasonable result, then the Calculation Agent may deem such event a Liquidation
Event (as defined below).


Liquidation Events


If the Fund is de-listed,
liquidated or otherwise terminated (a “Liquidation Event”), and a successor or substitute exchange traded fund
exists that the Calculation Agent determines, in its sole discretion, to be comparable to the Fund, then, upon the Calculation
Agent’s notification of that determination to the Trustee and the Company, any subsequent Fund Closing Price for the Fund
will be determined by reference to the Fund Closing Price of such successor or substitute exchange traded fund (such exchange traded
fund being referred to herein as a “Successor Fund”), with such adjustments as the Calculation Agent determines
are appropriate to account for the economic effect of such substitution on the holder of this Security.


If the Fund undergoes
a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that any Fund Closing Price of the Fund is
to be determined and the Calculation Agent determines that no Successor Fund is available at such time, then the Calculation Agent
will, in its discretion, calculate the Fund Closing Price for the Fund on such date by a computation methodology that the Calculation
Agent determines will as closely as reasonably possible replicate the Fund, provided that if the Calculation Agent determines in
its discretion that it is not practicable to replicate the Fund (including but not limited to the instance in which the sponsor
of the index underlying the Fund discontinues publication of that index), then the Calculation Agent will calculate the Fund Closing
Price for the Fund in accordance with the formula last used to calculate such Fund Closing Price before such Liquidation Event,
but using only those securities that were held by the Fund immediately prior to such Liquidation Event without any rebalancing
or substitution of such securities following such Liquidation Event.


If a Successor
Fund is selected or the Calculation Agent calculates the Fund Closing Price as a substitute for the Fund, such Successor Fund or
Fund Closing Price will be used as a substitute for the Fund for all purposes, including for purposes of determining whether a
Market Disruption Event exists.


If any event is
both a Reorganization Event and a Liquidation Event, such event will be treated as a Reorganization Event for purposes of this
Security unless the Calculation Agent




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makes the determination referenced in
the last sentence of the section entitled “—Anti-dilution Adjustments—Reorganization Events” above.


Alternate Calculation


If at any time the
method of calculating the Fund or a Successor Fund, or the Underlying Index, is changed in a material respect, or if the Fund or
a Successor Fund is in any other way modified so that the Fund does not, in the opinion of the Calculation Agent, fairly represent
the price of the securities of the Fund or such Successor Fund had such changes or modifications not been made, then the Calculation
Agent may, at the close of business in New York City on the date that any Fund Closing Price 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 Closing Price
of an exchange traded fund comparable to the Fund or such Successor Fund, as the case may be, as if such changes or modifications
had not been made, and calculate the Fund Closing Price and the Maturity Payment Amount and determine whether this Security will
be automatically called with reference to such adjusted Closing Price of the Fund or such Successor Fund, as applicable.


Calculation
Agent


The Calculation
Agent will determine whether this Security will be automatically called on any of the Call Dates, the Call Price, if any, the Maturity
Payment Amount and the Ending Price. In addition, the Calculation Agent will (i) determine if adjustments are required to the Fund
Closing Price and/or the Adjustment Factor under the circumstances described in this Security, (ii) if the Fund undergoes
a Liquidation Event, select a Successor Fund or, if no Successor Fund is available, determine the Fund Closing Price of the Fund,
and (iii) 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 treat this Security as a prepaid derivative contract that is an “open transaction.”


Redemption and Repayment


This Security is
not subject to repayment at the option of the Holder hereof prior to November 8, 2021. Except as set forth above under “Automatic
Call,” this Security is not




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subject to redemption prior to November
8, 2021. 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 Indenture will be equal to the Maturity Payment Amount hereof calculated
as provided herein as though the date of acceleration was the Final Calculation Day; provided that if the Fund Closing Price of
the Fund on the date of acceleration is equal to or greater than the Starting Price, the amount payable on this Security will be
calculated using a Call Premium that is prorated to the date of acceleration. 


__________________


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]


 




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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	 


 







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[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 the

Energy Select Sector SPDR® Fund due November 8, 2021


 


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




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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.




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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 or the Call Price, 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 Maturity Payment Amount or the Call Price, 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.




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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)








 




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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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