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. 95001D3U2	PRINCIPAL AMOUNT: $___________








REGISTERED
NO. ___


 


WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES T


 


Due
Nine Months or More From Date of Issue


 


Notes
Linked to the 10-Year Constant Maturity Swap Rate due February 26, 2021


 


WELLS
FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the
“Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of FIVE MILLION DOLLARS
($5,000,000) on February 26, 2021 (the “Stated Maturity Date”) and to pay interest thereon from February 26,
2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for quarterly on each February
26, May 26, August 26 and November 26, commencing May 26, 2019, and at Maturity (each, an “Interest Payment Date”),
at the rate per annum specified below until the principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest 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 interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be
one Business Day prior to such Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this Security
shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date,
and without any interest or other payment with respect to the delay. “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.


 


Except
as described below for the first Interest Period, on each Interest Payment Date, interest will be paid for the period commencing
on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that
Interest Payment Date. This period is referred to as an “Interest Period.” The first Interest Period will


 




    	 	 	 



    	 



    

commence
on and include February 26, 2019 and end on and include May 25, 2019. Interest on this Security will be computed on the basis
of a 360-day year of twelve 30-day months.


 


The
interest rate on this Security that will apply during each Interest Period will be determined by the calculation agent for
this Security (the “Calculation Agent”) and will be equal to the 10-Year Constant Maturity Swap Rate on the
Interest Determination Date for such Interest Period plus 0.05%, subject to the Minimum Interest Rate.


 


The
“Interest Determination Date” for each Interest Period will be two U.S. Government Securities Business Days
prior to the first day of such Interest Period. A “U.S. Government Securities Business Day” means any day except
for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income
department of its members be closed for the entire day for purposes of trading in U.S. government securities.


 


The
“Minimum Interest Rate” means 0.00% per annum.


 


“10-Year
Constant Maturity Swap Rate” or “10-Year CMS Rate,” means, for any Interest Determination Date, the
“U.S. Dollar ICE Swap Rate,” which will be the rate for U.S. Dollar swaps with a designated maturity of 10 years,
expressed as a percentage, that appears on the Reuters page ˂ICESWAP1˃ (or any successor page thereto) as of 11:00
a.m., New York City time, on such Interest Determination Date.


 


If
such rate does not appear on the Reuters page ˂ICESWAP1˃ (or any successor page thereto) at such time, the Calculation
Agent shall determine the 10-Year CMS Rate for the relevant Interest Determination Date on the basis of the Mid-market Semi-annual
Swap Rate quotations provided by the CMS Reference Banks at approximately 11:00 a.m., New York City time, on such Interest Determination
Date. The Calculation Agent will request the principal New York City office of each of the CMS Reference Banks to provide a quotation
of its rate, and


 


		(i)	if
                                         at least three quotations are provided, the rate for that Interest Determination Date
                                         will be the arithmetic mean of the quotations, eliminating the highest quotation (or,
                                         in the event of equality, one of the highest) and the lowest quotation (or, in the event
                                         of equality, one of the lowest); or



 


		(ii)	if
                                         fewer than three quotations are provided, the Calculation Agent will determine the rate
                                         in its sole discretion.



 


“CMS
Reference Banks” means five leading swap dealers selected by the Calculation Agent in its sole discretion in the New
York City interbank market.


 


“Mid-market
Semi-annual Swap Rate” means, on any Interest Determination Date, the mean of the bid and offered rates for the semi-annual
fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term
equal to a designated maturity of 10 years commencing on such Interest Determination Date and in a CMS Representative Amount
with an acknowledged dealer of good credit in the swap market, where


 




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the
floating leg, calculated on an actual/360 day count basis, is equivalent to U.S. Dollar LIBOR with a designated maturity of three
months.


 


“CMS
Representative Amount” means an amount that is representative for a single transaction in the relevant market at the
relevant time as determined by the Calculation Agent in its sole discretion.


 


The
Calculation Agent shall, upon the request of a Holder of this Security, provide the interest rate then in effect and, if determined,
the interest rate that will become effective for the next Interest Period. All calculations of the Calculation Agent, in the absence
of manifest error, shall be conclusive for all purposes and binding on the Company and the Holder hereof. The Calculation Agent
shall notify the Paying Agent of each determination of the interest applicable to this Security promptly after the determination
is made. Wells Fargo Securities, LLC will initially act as Calculation Agent. The Company may appoint a successor Calculation
Agent with the written consent of the Trustee.


 


Any
interest 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 interest 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 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; provided, however, that, at the option of the Company, payment
of interest 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. Payment of principal of and
interest 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. Notwithstanding the foregoing, for so long as this Security
is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made
to the Depositary by wire transfer of immediately available funds.


This
Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to February
26, 2021. This Security is not entitled to any sinking fund.


__________________


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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Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature
or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[The
remainder of this page has been left intentionally blank]


 


 




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


DATED:


 





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






 





	TRUSTEE’S
CERTIFICATE OF


AUTHENTICATION


This
is one of the Securities of the


series
designated therein described


in
the within-mentioned Indenture.

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



 














 


 




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[Reverse
of Note]


 


 


WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES T


 


Due
Nine Months or More From Date of Issue


 


Notes
Linked to the 10-Year Constant Maturity Swap Rate due February 26, 2021


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an indenture dated as of February 21, 2017, as amended or supplemented from
time to time (herein called the “Indenture”), between the Company and Citibank, N.A., as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes,
Series T of the Company. The Securities of this series will bear interest at a fixed rate or a floating rate. The Securities
of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the
Holder at different times or not at all and be denominated in different currencies.


The
Securities are issuable only in registered form without coupons and will be either (a) book-entry securities represented
by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated securities
issued to and registered in the names of, the beneficial owners or their nominees.


The
Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of
interest against a Holder of this Security.


Modification
and Waivers 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of all series to be affected, acting together as a class. The Indenture also contains provisions permitting the Holders of a majority
in principal amount of the Securities of all series at the time Outstanding affected by certain provisions of the Indenture, acting
together as a class, on 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. Any such consent or waiver by the Holder of this Security shall be conclusive and binding




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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 principal 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. 


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




    	 	7	 



    	 



    

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 principal of and interest 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 the principal of or the interest 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.




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ABBREVIATIONS 


 


The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations: 


	TEN COM	--	as tenants in common
	 	 	 
	TEN ENT	--	as tenants by the entireties
	 	 	 
	JT TEN	--	as joint tenants with right
	 	 	of survivorship and not
	 	 	as tenants in common







 


	UNIF GIFT MIN ACT --	 	 Custodian 	 
	 	(Cust)	 	(Minor)




 





	Under Uniform Gifts to Minors Act	 
	 	 
	 	 
	(State)	 




 


Additional abbreviations
may also be used though not in the above list.


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s) and transfer(s) unto


 


	Please Insert Social Security or	 
	Other Identifying Number of Assignee
	 	 
	 	 




 


 


	 
	 
	 









(Please
print or type name and address including postal zip code of Assignee)


 




    	 	9	 



    	 



    

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


 


 


Dated:
_________________________


  









 





	 	 
	 	 
	 	 
	 	 
	 	 



  


 





 


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


 


 






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