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. 95001H4A6	FACE AMOUNT: $____________









REGISTERED
NO. ___


 


 


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to an International Equity Index Basket


 


 


WELLS
FARGO FINANCE LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter
called the “Company,” which term includes any successor corporation under and as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the
Cash Settlement 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 “Stated Maturity Date”
shall be September 25, 2020. If the Determination Date (as defined below) is postponed for any Basket Underlier (as defined below),
the Stated Maturity Date will be postponed to the second Business Day (as defined below) after the last Determination Date 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 Cash Settlement Amount and Certain Definitions


The
“Cash Settlement Amount” of this Security will equal:


 


		•	if
                                         the Final Basket Level is greater than or equal to the Cap Level, the Maximum Settlement
                                         Amount;



 


		•	if
                                         the Final Basket Level is greater than the Initial Basket Level but less than the Cap
                                         Level, the sum of (i) the Face Amount plus (ii) the product of (a) the
                                         Face Amount times (b) the Upside Participation Rate times (c) the Basket Return;



 


		•	if
                                         the Final Basket Level is equal to or less than the Initial Basket Level but greater
                                         than or equal to the Buffer Level, the Face Amount; or



 


		•	if
                                         the Final Basket Level is less than the Buffer Level, the sum of (i) the Face Amount
                                         plus (ii) the product of (a) the Buffer Rate times (b) the sum of the
                                         Basket Return plus the Buffer Amount times (c) the Face Amount.



 


All
calculations with respect to the Cash Settlement 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 Cash Settlement Amount will be rounded to the nearest
cent, with one-half cent rounded upward.


 


The
“Basket” shall mean a basket comprised of the following Basket Underliers, with the “Weight”
of each Basket Underlier noted parenthetically: the EURO STOXX 50® Index (36%); the TOPIX® Index
(27%); the FTSE® 100 Index (20%); the Swiss Market Index (SMI®) (9%); and the S&P/ASX 200 Index
(8%).


 


“Basket
Underlier” shall mean each of the EURO STOXX 50® Index; the TOPIX® Index; the FTSE®
100 Index; the Swiss Market Index (SMI®); and the S&P/ASX 200 Index.


 


The
“Initial Weighted Value” of each Basket Underlier shall equal the Weight of such Basket Underlier times the
Initial Basket Level of 100, as follows: the EURO STOXX 50® Index (36.00); the TOPIX® Index (27.00);
the FTSE® 100 Index (20.00); the Swiss Market Index (SMI®) (9.00); and the S&P/ASX 200 Index
(8.00).


 


The
“Trade Date” shall mean April 2, 2019.


 


The
“Initial Basket Level” is 100.


 


The
“Final Basket Level” will be the sum of the products, calculated for each Basket Underlier, of: (i) the Final
Basket Underlier Level for that Basket Underlier divided by the Initial Basket Underlier Level for that Basket Underlier times
(ii) the Initial Weighted Value of that Basket Underlier.


 


The
“Initial Basket Underlier Level” with respect to each Basket Underlier is the Closing Level of that Basket
Underlier on the Trade Date. The Initial Basket Underlier Levels of the


 




    	 	2	 



    	 



    

Basket
Underliers are as follows: the EURO STOXX 50® Index (3,395.70); the TOPIX® Index (1,611.69); the
FTSE® 100 Index (7,391.12); the Swiss Market Index (SMI®) (9,536.57); and the S&P/ASX 200 Index
(6,242.360).


 


The
“Final Basket Underlier Level” with respect to each Basket Underlier will be the Closing Level of that Basket
Underlier on the Determination Date.


 


The
“Closing Level” of a Basket Underlier on any Trading Day means the official closing level of that Basket Underlier
reported by the sponsor or publisher of a Basket Underlier (the “Basket Underlier 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 “Discontinuance
of a Basket Underlier”, “Adjustments to a Basket Underlier” and “Market Disruption Events.”


 


The
“Basket Return” will be the quotient of (i) the Final Basket Level minus the Initial Basket Level divided
by (ii) the Initial Basket Level, expressed as a percentage.


 


The
“Cap Level” is 109, which is equal to 109.00% of the Initial Basket Level.


 


The
“Buffer Level” is 85, which is equal to 85% of the Initial Basket Level.


 


The
“Maximum Settlement Amount” is 119.80% of the Face Amount of this Security.


 


The
“Buffer Amount” is 15%.


 


The
“Buffer Rate” is equal to the Initial Basket Level divided by the Buffer Level.


 


The
“Upside Participation Rate” is 2.2.


 


“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 TOPIX® Index, the FTSE® 100 Index, the
Swiss Market Index (SMI®) and the S&P/ASX 200 Index means a day, as determined by the Calculation Agent, on
which (i) the Relevant Stock Exchanges with respect to each security underlying such Basket Underlier 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 Underlier 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 Basket Underlier Sponsor is scheduled to publish the level of such Basket Underlier and (ii)
each Related Futures or Options


 




    	 	3	 



    	 



    

Exchange
with respect to such Basket Underlier is scheduled to be open for trading for its regular trading session.


 


The
“Related Futures or Options Exchange” for a Basket Underlier 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 Underlier.


 


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


 


The
“Determination Date” shall be September 23, 2020. If the originally scheduled Determination Date is not a Trading
Day with respect to any Basket Underlier, the Determination Date for each Basket Underlier will be postponed to the next succeeding
day that is a Trading Day with respect to each Basket Underlier. The Determination Date for a Basket Underlier is also subject
to postponement due to the occurrence of a Market Disruption Event (as defined below) with respect to such Basket Underlier. See
“–Market Disruption Events.”


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of May 18, 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 Final Basket Level and the Cash Settlement 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.


 


Discontinuance
Of A Basket Underlier


If
a Basket Underlier Sponsor discontinues publication of a Basket Underlier, and such Basket Underlier 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 Basket Underlier (a “Successor Basket Underlier”), then, upon the Calculation Agent’s notification
of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Basket Underlier as
calculated by the relevant Basket Underlier Sponsor or any other entity and calculate the Closing Level of such Basket Underlier
as described above. Upon any selection by the Calculation Agent of a Successor Basket Underlier, the Company will cause notice
to be given to the Holder of this Security.


In
the event that a Basket Underlier Sponsor discontinues publication of a Basket Underlier prior to, and the discontinuance is continuing
on, the Determination Date and the Calculation Agent determines that no Successor Basket Underlier is available at such time,
the Calculation Agent will calculate a substitute Closing Level for such Basket Underlier in accordance with the formula for and
method of calculating such Basket Underlier last in effect




    	 	4	 



    	 



    

prior
to the discontinuance, but using only those securities that comprised such Basket Underlier immediately prior to that discontinuance.
If a Successor Basket Underlier is selected or the Calculation Agent calculates a level as a substitute for such Basket Underlier,
the Successor Basket Underlier or level will be used as a substitute for such Basket Underlier for all purposes, including the
purpose of determining whether a Market Disruption Event exists.


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


Adjustments
To A Basket Underlier


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


 


Market
Disruption Events 


A
“Market Disruption Event” with respect to the TOPIX® Index, the FTSE®
100 Index, the Swiss Market Index (SMI®) or the S&P/ASX 200 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 Basket Underlier or any Successor Basket Underlier 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.



 




    	 	5	 



    	 



    

		(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 Underlier or any Successor Basket Underlier 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 Underlier or any Successor Basket Underlier 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 Underlier
                                         or any Successor Basket Underlier 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 Basket Underlier or any Successor
                                         Basket Underlier are traded or any Related Futures or Options Exchange with respect to
                                         such Basket Underlier or any Successor Basket Underlier 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 Underlier or Successor
                                         Basket Underlier or any Related Futures or Options Exchange with respect to such Basket
                                         Underlier or Successor Basket Underlier 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 TOPIX® Index, the FTSE®
100 Index, the Swiss Market Index (SMI®) or the S&P/ASX 200 Index:


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



 




    	 	6	 



    	 



    

		(2)	the
                                         “Close of Trading” on any Trading Day for such Basket Underlier or
                                         any Successor Basket Underlier means the Scheduled Closing Time of the Relevant Stock
                                         Exchanges with respect to the securities underlying such Basket Underlier or Successor
                                         Basket Underlier 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 Underlier or Successor Basket Underlier 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 Underlier or Successor Basket Underlier, 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 Underlier or any Successor
                                         Basket Underlier 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 Basket Underlier
                                         or any Successor Basket Underlier on which each Relevant Stock Exchange for the securities
                                         underlying such Basket Underlier or any Successor Basket Underlier and each Related Futures
                                         or Options Exchange with respect to such Basket Underlier or any Successor Basket Underlier
                                         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 Underlier or any Successor Basket Underlier, and the aggregate of all securities
                                         included in such Basket Underlier or Successor Basket Underlier with respect to which
                                         any such event occurs comprise 20% or more of the level of such Basket Underlier or Successor
                                         Basket Underlier:



 


		•	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





    	 	7	 



    	 



    

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.



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



 


		•	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 Underlier or Successor Basket Underlier
                                         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 Basket Underlier Sponsor fails to publish the level of such Basket Underlier
                                         or any Successor Basket Underlier (other than as a result of the relevant Basket Underlier
                                         Sponsor having discontinued publication of such Basket



 




    	 	8	 



    	 



    

Underlier
or Successor Basket Underlier and no Successor Basket Underlier 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 Underlier or any
                                         Successor Basket Underlier to the level of such Basket Underlier will be based on a comparison
                                         of (x) the portion of the level of such basket underlier attributable to that security
                                         to (y) the overall level of such Basket Underlier, in each case using the official opening
                                         weightings as published by the relevant Basket Underlier 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 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
                                         Basket Underlier Sponsor publishes the level of such Basket Underlier or any Successor
                                         Basket Underlier 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.



 


If
a Market Disruption Event occurs or is continuing with respect to any Basket Underlier on the Determination Date, then the Determination
Date for such Basket Underlier will be postponed to the first succeeding Trading Day for such Basket Underlier on which a Market
Disruption Event for such Basket Underlier 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 Underlier after the originally scheduled Determination Date, that
eighth Trading Day shall be deemed to be the Determination Date for such Basket Underlier. If the Determination Date has been
postponed eight Trading Days for a Basket Underlier after the originally scheduled Determination Date and a Market Disruption
Event occurs or is continuing with respect to such Basket Underlier on such eighth Trading Day, the Calculation Agent will determine
the Closing Level of such Basket Underlier on such eighth Trading Day in accordance with the formula for and method of calculating
the Closing Level of such Basket Underlier 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 TOPIX® Index, the FTSE®
100 Index, the Swiss Market Index (SMI®) and the S&P/ASX 200 Index, 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
that Basket Underlier is calculated and published by the relevant Basket Underlier Sponsor) on such date of each security




    	 	9	 



    	 



    

included
in such Basket Underlier. 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 TOPIX® Index,
the FTSE® 100 Index, the Swiss Market Index (SMI®) or the S&P/ASX 200 Index, 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 Underlier is calculated and published by the relevant Basket Underlier Sponsor. Notwithstanding the
postponement of the determination date for a Basket Underlier due to a Market Disruption Event with respect to such Basket Underlier
on the Determination Date, the originally scheduled Determination Date will remain the Determination Date for any Basket Underlier
not affected by a Market Disruption Event on such day. 


Calculation
Agent


The
Calculation Agent will determine the Cash Settlement Amount and the Final Basket Level. In addition, the Calculation Agent will
(i) determine if adjustments are required to the Closing Level of a Basket Underlier under the circumstances described in this
Security, (ii) if publication of a Basket Underlier is discontinued, select a Successor Basket Underlier or, if no Successor Basket
Underlier is available, determine the Closing Level of such Basket Underlier under the circumstances described in this Security,
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 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 September
25, 2020. This Security is not entitled to any sinking fund.




    	 	10	 



    	 



    

Acceleration


If
an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Cash Settlement
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 Cash Settlement Amount hereof calculated as provided herein as though the date of acceleration was the Determination
Date.


__________________


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]


 


 




    	 	11	 



    	 



    




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


 


DATED:


 


	 	WELLS FARGO FINANCE LLC	 
	 	 	 	 
	 	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 FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to an International Equity Index Basket


 


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 April 25, 2018, as amended or supplemented from time to
time (herein called the “Indenture”), among the Company, as issuer, Wells Fargo & Company, as guarantor
(the “Guarantor”) 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 Guarantor
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 A, 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.


Guarantee



The
Securities of this series are fully and unconditionally guaranteed by the Guarantor as and to the extent set forth in the Indenture.


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 Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the




    	 	13	 



    	 



    

Company,
the Guarantor 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 behalf of the Holders of all Securities of such series, to waive compliance by the Company
or the Guarantor 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 or the Guarantor 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




    	 	14	 



    	 



    

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. 


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 Guarantor, the Trustee and any agent of the
Company, the Guarantor 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 Guarantor, 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 Cash Settlement 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 Cash Settlement 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 or of the Guarantor 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 FINANCE LLC 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.


 





 



    	 	17