Form of Medium-Term Notes, Series K



 Exhibit 4.5 

[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. 95000E3N7
	  	 	FACE AMOUNT: $                  	 
	 REGISTERED NO.      
	  			

 WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES K 

Due Nine Months or More From Date of Issue 

Principal at Risk Securities Linked to the VanEck Vectors® Gold Miners ETF 

due November 4, 2019 

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
Redemption Amount (as defined below) on the Stated Maturity Date (as defined below), unless this Security is automatically called prior to the Stated Maturity Date as provided below under “Automatic Call,” 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 Call Settlement Date (as defined below), if any. The “Initial Stated Maturity Date” shall be November 4, 2019. 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) the third Business Day after the Final
Calculation Day as postponed. “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. 
 “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.” 

  
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 Exhibit 4.5 

 

 Automatic Call 

If the Fund Closing Price (as defined below) of the Fund (as defined below) on any of the quarterly Calculation Days (as
defined below) from April 2018 to July 2019, inclusive, 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 the Holder hereof will
receive the Call Price (as defined below) plus a final Contingent Coupon Payment. Unless the Company defaults in the payment of the Call Price plus the final Contingent Coupon Payment, this Security will cease to be outstanding on such Call
Settlement 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 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 Price” is equal to the Face Amount of this Security. 

Payment of Contingent Coupon Payments, the Redemption Amount and the Call Price 

On each Contingent Coupon Payment Date, the Company shall pay a Contingent Coupon Payment if, and only if, the Fund Closing
Price of the Fund on the related Calculation Day is greater than or equal to the Threshold Price. A “Contingent Coupon Payment,” if payable as provided herein shall be equal to the product of (i) the Face Amount of this
Security, (ii) the Contingent Coupon Rate, and (iii) 90/360. 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. The “Contingent Coupon Rate” is 9.00% per annum. Any Contingent Coupon Payments will be rounded
to the nearest cent, with one-half cent rounded upward. 
 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 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 

  
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 Exhibit 4.5 

 

 
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 Redemption Amount or the Call 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 Redemption Amount or the Call 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 Redemption Amount, the Call Price and Contingent Coupon Payments 

If this Security is not automatically called prior to the Stated Maturity Date as provided above under “Automatic
Call,” the “Redemption Amount” of this Security will equal: 
  

	 	•	 	 if the Ending Price is 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  
	 	Starting Price – Ending Price
 Starting Price
	 	 

 All calculations with respect to the Redemption 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 Redemption Amount will be rounded to the nearest cent, with one-half cent
rounded upward. 
 The “Fund” shall mean the VanEck
Vectors® Gold Miners ETF. 
 The “Pricing
Date” is October 30, 2017. 
 The “Starting Price” is $22.76, 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 “Threshold Price” is $17.07, which is equal to 75% of the Starting Price. 

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 

  
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 Exhibit 4.5 

 

 
which a Fund Closing Price must be determined) on such Trading Day and (ii) the Adjustment Factor applicable to the Fund on such Trading Day. 

The “Closing Price” with respect to a 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 price, at the scheduled weekday closing time, without regard to after hours or any other trading outside the regular trading session hours, of the share on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the share (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 “Underlying Index” is the NYSE Arca Gold Miners Index. 

The “Call Settlement Date” for a Calculation Day shall be three Business Days after such Calculation Day, as
such Calculation Day may be postponed as provided herein. 
 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. 

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 the 30th day of each
January, April, July and October, commencing January 2018 and ending July 2019, and 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. If a Market Disruption Event occurs or is continuing on a Calculation Day, then 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. 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 with respect to the Fund 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.” 

  
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 Exhibit 4.5 

 

 The “Final Calculation Day” is October 30, 2019,
subject to postponement as provided herein. 
 “Calculation Agent Agreement” shall mean the Calculation
Agent Agreement dated as of March 18, 2015 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 prior to stated maturity and whether a Contingent Coupon Payment will be made, the Call Price, if any, the Redemption Amount, if any,
the Starting Price and the Ending Price, 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 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




  
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 Exhibit 4.5 

 


	 	 
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 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 with respect to the Fund 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 

  
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 Exhibit 4.5 

 

 
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
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). 

  
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 Exhibit 4.5 

 

 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. 
  

	 	(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 Redemption Amount, whether this Security will be automatically called prior to stated maturity and whether a Contingent Coupon Payment will be made 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). 

  
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 Exhibit 4.5 

 

 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 Underlying Index discontinues publication of the Underlying 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 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 Redemption Amount and determine whether this 

  
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 Exhibit 4.5 

 

 
Security will be automatically called prior to stated maturity and whether a Contingent Coupon Payment will be made 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 prior to stated maturity and whether a
Contingent Coupon Payment will be made, the Call Price, if any, the Redemption Amount, if any, the Starting Price 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. 

Redemption and Repayment 

This Security is not subject to repayment at the option of the Holder hereof prior to November 4, 2019. Except as set
forth above under “Automatic Call,” this Security is not subject to redemption prior to November 4, 2019. 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 Redemption 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 Redemption Amount hereof, calculated as provided herein, plus a portion of a final
Contingent Coupon Payment, if any. The Redemption 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. 

  
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 Exhibit 4.5 

 

 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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 Exhibit 4.5 

 

 IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal. 

DATED:                         
      
  

					
	WELLS FARGO & COMPANY
		
	By:	 	 
		 	
		 	Its:	 	


 [SEAL] 
  

					
	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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 Exhibit 4.5 

 

 [Reverse of Note] 

WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES K 

Due Nine Months or More From Date of Issue 

Principal at Risk Securities Linked to the VanEck Vectors® Gold Miners ETF 

due November 4, 2019 

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 July 21, 1999, 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 K, of the Company, which series is limited to an aggregate principal amount or face amount, as applicable, of $25,000,000,000 or the equivalent thereof in one or more
foreign or composite currencies. 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. 

Article Sixteen of the Indenture shall not apply to this Security. 

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 

  
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 Exhibit 4.5 

 

 
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 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 and certain Events of Default, 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 

  
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 Exhibit 4.5 

 

 
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. 

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 Redemption Amount or the Call 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 Redemption Amount or the Call 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. 

  
 15 









 Exhibit 4.5 

 

 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 









 Exhibit 4.5 

 

 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. 

  
 17