WELLS FARGO & COMPANY 8-K


 


Exhibit 4.2


 


[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. 95001BAY0	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
Lowest Performing of the Russell 2000® Index, the Dow Jones Industrial Average® and the Nasdaq-100
Index®


due November 21, 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) on the
Stated Maturity Date (as defined below), unless this Security is redeemed prior to the Stated Maturity Date as provided below under
“Optional Redemption,” and to pay Contingent Coupon Payments (as defined below) on the Face Amount of this Security
to the extent provided herein on the Contingent Coupon Payment Dates specified herein at the Contingent Coupon Rate (as defined
below) until the earlier of the Stated Maturity Date and the Optional Redemption Date (as defined below), if any. The “Initial
Stated Maturity Date” shall be November 21, 2023. 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 last Final Calculation Day as postponed.


“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.”


Optional Redemption


The Company may,
at its option, redeem this Security, in whole but not in part, on any Optional Redemption Date (as defined below) by giving notice
to the Holder hereof on or before the




    	 	 	 



    	 



    

Calculation Day (as defined below) immediately
preceding that Optional Redemption Date. If this Security is redeemed, the Holder hereof will receive the Optional Redemption Price
(as defined below) plus a final Contingent Coupon Payment (as defined below), if any, on the applicable Optional Redemption Date.
Unless the Company defaults in the payment of the Optional Redemption Price plus the final Contingent Coupon Payment, if any, this
Security will cease to be outstanding on such Optional Redemption Date, no additional Contingent Coupon Payments will be payable
on this Security and the Holder hereof will have no further rights under this Security after such Optional Redemption Date. The
“Optional Redemption Price” is equal to the Face Amount of this Security. The “Optional Redemption
Dates” shall be the Contingent Coupon Payment Dates (as defined below) following each Calculation Day scheduled to occur
from May 2019 to August 2023, inclusive.


Payment of Contingent Coupon Payments,
the Maturity Payment Amount and the Optional Redemption Price


On each quarterly
Contingent Coupon Payment Date, the Company shall pay a Contingent Coupon Payment if, and only if, the Closing Level (as defined
below) of the Lowest Performing Index (as defined below) on the related Calculation Day is greater than or equal to its Coupon
Threshold Level (as defined below). A “Contingent Coupon Payment,” if payable as provided herein, shall be equal
to (i) the product of the Face Amount of this Security and the Contingent Coupon Rate,
(ii) divided by 4. The “Contingent Coupon Payment Dates” shall be the third Business Day following each
Calculation Day, as each such Calculation Day may be postponed as herein provided, provided that the Contingent Coupon Payment
Date with respect to the Final Calculation Day will be the Stated Maturity Date. If a Calculation Day is postponed with respect
to one or more Indices, the related Contingent Coupon Payment Date will be three Business Days after the last Calculation Day as
postponed. The “Contingent Coupon Rate” is 9.50% per annum. Any Contingent Coupon Payments will be rounded to
the nearest cent, with one-half cent rounded upward. If a Contingent Coupon Payment Date is postponed, the Contingent Coupon Payment,
if any, due on that Contingent Coupon Payment Date will be made on that Contingent Coupon Payment Date as so postponed with the
same force and effect as if it had been made on the originally scheduled Contingent Coupon Payment Date, with no additional amount
accruing or payable as a result of the postponement.


Any Contingent Coupon
Payment so payable, and punctually paid or duly provided for, on any Contingent Coupon Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such Contingent Coupon Payment next preceding such Contingent Coupon Payment Date. The Regular Record
Date for a Contingent Coupon Payment Date shall be the date one Business Day prior to such Contingent Coupon Payment Date.


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




    	 	2	 



    	 



    

may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture.


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


Payment of the Maturity
Payment Amount or the Optional Redemption Price, as applicable, and any Contingent Coupon Payments on this Security will be made
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.


Definitions Relating to Maturity
Payment Amount, the Optional Redemption Price and Contingent Coupon Payments


If this Security
is not redeemed prior to the Stated Maturity Date as provided above under “Optional Redemption,” the “Maturity
Payment Amount” of this Security will equal:


		•	if the Ending Level of the Lowest Performing Index on the Final Calculation Day (as defined below) is greater than or equal
to its Downside Threshold Level: the Face Amount; or



 


		•	if the Ending Level of the Lowest Performing Index on the Final Calculation Day is less than its Downside Threshold Level:



 


	 		Face Amount  x	 	Performance
                                         Factor of the Lowest Performing

        Index on the Final Calculation Day
		 


 


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.


“Index”
shall mean each of the Russell 2000 Index, the Dow Jones Industrial Average and the Nasdaq-100 Index.


The “Pricing
Date” shall mean November 16, 2018.




    	 	3	 



    	 



    

The “Lowest
Performing Index” for any Calculation Day will be the Index with the lowest Performance Factor on that Calculation Day
(as such Calculation Day may be postponed for one or more Indices).


The “Performance
Factor” with respect to an Index on any Calculation Day is its Closing Level on such Calculation Day divided by its Starting
Level (expressed as a percentage).


The “Starting
Level” with respect to the Russell 2000 Index is 1527.533, its Closing Level on the Pricing Date, with respect to the
Dow Jones Industrial Average is 25413.22, its Closing Level on the Pricing Date, and with respect to the Nasdaq-100 Index is 6867.015,
its Closing Level on the Pricing Date.


The “Ending
Level” of an Index will be its Closing Level on the Final Calculation Day.


The “Coupon
Threshold Level” with respect to the Russell 2000 Index is 1069.2731, which is equal to 70% of its Starting Level, with
respect to the Dow Jones Industrial Average is 17789.254, which is equal to 70% of its Starting Level, and with respect to the
Nasdaq-100 Index is 4806.9105, which is equal to 70% of its Starting Level.


The “Downside
Threshold Level” with respect to the Russell 2000 Index is 916.5198, which is equal to 60% of its Starting Level, with
respect to the Dow Jones Industrial Average is 15247.932, which is equal to 60% of its Starting Level, and with respect to the
Nasdaq-100 Index is 4120.209, which is equal to 60% of its Starting Level.


The “Closing
Level” with respect to each Index on any Trading Day means the official closing level of that Index 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
“—Market Disruption Events,” “—Adjustments to an Index” and “—Discontinuance of
an Index.”


“Index
Sponsor” shall mean the sponsor or publisher of an 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.


The “Calculation
Days” shall be the 16th day of each February, May, August and November, commencing February 2019 and ending
August 2023, and the Final Calculation Day. If any such day is not a Trading Day with respect to any Index, such Calculation Day
for each Index will be postponed to the next succeeding day that is a Trading Day with respect to each Index. A Calculation Day
for an Index is also subject to postponement due to the occurrence of a Market Disruption Event (as defined below) with respect
to such Index on such Calculation Day. The “Final Calculation Day” is November 16, 2023. If a Market Disruption
Event occurs or is continuing with respect to an Index on any Calculation Day, then such Calculation Day for such Index will be
postponed to the first succeeding Trading Day for such Index on which a Market Disruption Event for such Index has not occurred
and is not continuing; however, if such




    	 	4	 



    	 



    

first succeeding Trading Day has not
occurred as of the eighth Trading Day for such Index after the originally scheduled Calculation Day, that eighth Trading Day shall
be deemed to be the Calculation Day for such Index. If a Calculation Day has been postponed eight Trading Days for an Index after
the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to such Index on such
eighth Trading Day, the Calculation Agent will determine the Closing Level of such Index on such eighth Trading Day in accordance
with the formula for and method of calculating the Closing Level of such Index 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 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) on that day of each security included in such Index. 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 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. Notwithstanding the postponement of a Calculation Day for an Index due to a Market Disruption Event with
respect to such Index on such Calculation Day, the originally scheduled Calculation Day will remain the Calculation Day for any
Index not affected by a Market Disruption Event on such day.


“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, whether a Contingent Coupon Payment will be made, the Optional Redemption Price, if any, and the Maturity Payment
Amount, if any, 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.


Certain Definitions 


A “Trading
Day” with respect to an Index means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock
Exchanges with respect to each security underlying such Index 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 Index is scheduled to be open for
trading for its regular trading session.


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




    	 	5	 



    	 



    

The “Related
Futures or Options Exchange” for an Index 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 Index.


Adjustments to an Index


If at any time the
method of calculating an Index or a Successor Equity Index, or the closing level thereof, is changed in a material respect, or
if an Index or a Successor Equity Index is in any other way modified so that such index does not, in the opinion of the Calculation
Agent, fairly represent the level of such index 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 index 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 an index comparable to such Index or Successor Equity Index as if those changes or modifications had not been made, and
the Calculation Agent will calculate the closing level of such Index or Successor Equity Index with reference to such index, as
so adjusted. Accordingly, if the method of calculating an Index or Successor Equity Index is modified so that the level of such
index 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 equity index), then the Calculation Agent will adjust such Index or Successor Equity Index in order to arrive at
a level of such index as if it had not been modified (e.g., as if the split or reverse split had not occurred).


Discontinuance of an Index


If an Index Sponsor
discontinues publication of an Index, and such Index Sponsor or another entity publishes a successor or substitute equity index
that the Calculation Agent determines, in its sole discretion, to be comparable to such Index (a “Successor Equity Index”),
then, upon the Calculation Agent’s notification of that determination to the Trustee and the Company, the Calculation Agent
will substitute the Successor Equity Index as calculated by the relevant Index Sponsor or any other entity for purposes of calculating
the Closing Level of such Index on any date of determination. Upon any selection by the Calculation Agent of a Successor Equity
Index, the Company will cause notice to be given to the Holder of this Security.


In the event that
an Index Sponsor discontinues publication of an Index prior to, and the discontinuance is continuing on, a Calculation Day and
the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate
a substitute Closing Level for such Index in accordance with the formula for and method of calculating such Index last in effect
prior to the discontinuance, but using only those securities that comprised such Index immediately prior to that discontinuance.
If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for such Index, the Successor
Equity Index or level will be used as a substitute for such Index for all purposes, including the purpose of determining whether
a Market Disruption Event exists.


If on a Calculation
Day an Index Sponsor fails to calculate and announce the level of an Index, the Calculation Agent will calculate a substitute Closing
Level of such Index in accordance with the formula for and method of calculating such Index last in effect prior to the failure,
but using only those securities that comprised such Index immediately prior to that




    	 	6	 



    	 



    

failure; provided that, if a
Market Disruption Event occurs or is continuing on such day with respect to such Index, 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 an Index 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 Index or any Successor Equity Index 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 Index
or any Successor Equity Index 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 Index or any Successor Equity Index 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 Index or any Successor Equity Index 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 on any Exchange Business Day of the Relevant Stock Exchanges
on which securities that then comprise 20% or more of the level of such Index or any Successor Equity Index are traded or any Related
Futures or Options Exchange with respect to such Index or any Successor Equity Index 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 





    	 	7	 



    	 



    

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 Index
or Successor Equity Index or any Related Futures or Options Exchange with respect to such Index or Successor Equity Index fails
to open for trading during its regular trading session.



 


For purposes of determining
whether a Market Disruption Event has occurred with respect to an Index:


 


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



 


		(2)	the “Close of Trading” on any Trading Day for
such Index or any Successor Equity Index means the Scheduled Closing Time of the Relevant Stock Exchanges with respect to the securities
underlying such Index or Successor Equity Index 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 Index or Successor Equity Index 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 Index or Successor Equity Index,
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 Index or any Successor Equity Index means the scheduled
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



 


		(4)	an “Exchange Business Day” means any Trading Day
for such Index or any Successor Equity Index on which each Relevant Stock Exchange for the securities underlying such Index or
any Successor Equity Index and each Related Futures or Options Exchange with respect to such Index or any Successor Equity Index
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.



 




    	 	8	 



    	 



    

Calculation
Agent


The
Calculation Agent will determine whether a Contingent Coupon Payment will be made, the Optional Redemption Price, if any, and the
Maturity Payment Amount, if any. In addition, the Calculation Agent will (i) determine if adjustments are required to the
Closing Level of an Index under the circumstances described in this Security, (ii) if publication of an Index is discontinued,
select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level of such Index under
the circumstances described in this Security, and (iii) determine whether a Market Disruption Event 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.



Redemption and Repayment


This
Security is not subject to repayment at the option of the Holder hereof prior to November 21, 2023. This Security is subject
to redemption prior to November 21, 2023 as set forth under “Optional Redemption” above. 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 two sentences) 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, plus a portion of a final Contingent Coupon Payment,
if any. The Maturity Payment Amount and any final Contingent Coupon Payment will be calculated as though the date of acceleration
were the Final Calculation Day. The final Contingent Coupon Payment, if any, will be prorated from and including the immediately
preceding Contingent Coupon Payment Date to but excluding 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]


 




    	 	9	 



    	 



    

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	 




 


 




    	 	10	 



    	 



    

[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
Lowest Performing of the Russell 2000® Index, the Dow Jones Industrial Average® and the Nasdaq-100
Index®


due November 21, 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




    	 	11	 



    	 



    

the time Outstanding affected by certain
provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences may be
waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any consent, waiver, notice
or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the
Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security will be deemed
to be equal to the amount set forth on the face hereof as the “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, bearing interest at the same
rate, 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 Contingent Coupon Payments, if any, and the Maturity Payment Amount or the Optional Redemption
Price, as applicable, on this Security 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 any Contingent Coupon Payments or the Maturity Payment Amount or the Optional Redemption Price, as applicable,
on this Security 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.




    	 	13	 



    	 



    

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)





 




    	 	14	 



    	 



    

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.


 


 






    	 	15