WELLS FARGO & COMPANY 8-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. 95001H2R1	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 the Lowest
Performing of the S&P 500® Index and 


the Russell 2000® Index due March
6, 2029


 


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 Maturity Payment Amount (as defined
below) on the Stated Maturity Date (as defined below), unless this Security is redeemed prior to the Stated Maturity Date as provided
below under “Optional Redemption,” and to pay Contingent Coupon Payments (as defined below) on the Face Amount of this
Security to the extent provided herein on the Contingent Coupon Payment Dates specified herein at the Applicable Contingent Coupon
Rate (as defined below) until the earlier of the Stated Maturity Date and the Optional Redemption Date (as defined below), if any.
The “Initial Stated Maturity Date” shall be March 6, 2029. If the Final Calculation Day (as defined below) is
not postponed, the Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Final Calculation
Day is postponed, the “Stated Maturity Date” shall be the later of (i) the Initial Stated Maturity Date
and (ii) three Business Days (as defined below) after the last Final Calculation Day as postponed.


 


“Face Amount”
shall mean, when used with respect to this Security, the amount set forth on the face of this Security as its “Face Amount.”


 


Optional Redemption


 


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


 



     


     


    

 


Calculation Day (as defined below) immediately preceding that Optional Redemption Date. If this Security
is redeemed, the Holder hereof will receive the Optional Redemption Price (as defined below) plus a final Contingent Coupon Payment
(as defined below), if any, on the applicable Optional Redemption Date. Unless the Company defaults in the payment of the Optional
Redemption Price plus the final Contingent Coupon Payment, if any, this Security will cease to be outstanding on such Optional
Redemption Date, no additional Contingent Coupon Payments will be payable on this Security and the Holder hereof will have no further
rights under this Security after such Optional Redemption Date. The “Optional Redemption Price” is equal to
the Face Amount of this Security. The “Optional Redemption Dates” shall be the Contingent Coupon Payment Dates
(as defined below) following each Calculation Day scheduled to occur from September 2019 to December 2028, inclusive.


 


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


 


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


 





	For the Calculation Days scheduled to occur from	 	 
	June 2019 to March 2024:	 	7.15% per annum
	 	 	 
	For the Calculation Days scheduled to occur from	 	 
	June 2024 to March 2027:	 	9.00% per annum
	 	 	 
	For the Calculation Days scheduled to occur from	 	 
	June 2027 to March 2029:	 	10.00% per annum







 


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


 



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


 


Payment of the Maturity Payment
Amount or the Optional Redemption Price, as applicable, and any Contingent Coupon Payments on this Security will be made in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


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


 


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


 


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



 






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



 





	 	 Face Amount x	Performance
        Factor of the Lowest Performing
 Index on the Final Calculation Day	 


 





All calculations with respect to the Maturity Payment
Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., 0.000005 would be
rounded to 0.00001); and the Maturity Payment Amount will be rounded to the nearest cent, with one-half cent rounded upward.


 


“Index”
shall mean each of the S&P 500 Index and the Russell 2000 Index.


 


The “Pricing Date”
shall mean February 25, 2019.


 


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


 


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


 


The “Starting Level”
with respect to the S&P 500 Index is 2796.11, its Closing Level on the Pricing Date, and with respect to the Russell 2000 Index
is 1588.805, its Closing Level on the Pricing Date.


 


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


 


The “Coupon Threshold
Level” with respect to the S&P 500 Index is 2097.0825, which is equal to 75% of its Starting Level, and with respect
to the Russell 2000 Index is 1191.60375, which is equal to 75% of its Starting Level.


 


The “Downside Threshold
Level” with respect to the S&P 500 Index is 1398.055, which is equal to 50% of its Starting Level, and with respect
to the Russell 2000 Index is 794.4025, which is equal to 50% of its Starting Level.


 


The “Closing Level”
with respect to each Index on any Trading Day means the official closing level of that Index reported by the relevant Index Sponsor
on such Trading Day, as obtained by the Calculation Agent on such Trading Day from the licensed third-party market data vendor
contracted by the Calculation Agent at such time; in particular, taking into account the decimal precision and/or rounding convention
employed by such licensed third-party market data vendor on such date, subject to the provisions set forth below under “—Market
Disruption Events,” “—Adjustments to an Index” and “—Discontinuance of an Index.”


 


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


 






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“Business Day”
shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in New York, New York.


 


The “Calculation Days”
shall be the 1st day of each March, June, September and December, commencing June 2019 and ending December 2028, and
the Final Calculation Day. If any such day is not a Trading Day with respect to either Index, such Calculation Day for each Index
will be postponed to the next succeeding day that is a Trading Day with respect to each Index. A Calculation Day for an Index is
also subject to postponement due to the occurrence of a Market Disruption Event (as defined below) with respect to such Index on
such Calculation Day. The “Final Calculation Day” is March 1, 2029. If a Market Disruption Event occurs or is
continuing with respect to an Index on any Calculation Day, then such Calculation Day for such Index will be postponed to the first
succeeding Trading Day for such Index on which a Market Disruption Event for such Index has not occurred and is not continuing;
however, if such first succeeding Trading Day has not occurred as of the eighth Trading Day for such Index after the originally
scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation Day for such Index. If a Calculation Day
has been postponed eight Trading Days for an Index after the originally scheduled Calculation Day and a Market Disruption Event
occurs or is continuing with respect to such Index on such eighth Trading Day, the Calculation Agent will determine the Closing
Level of such Index on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of
such Index last in effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any
relevant security, if a Market Disruption Event has occurred with respect to such security, its good faith estimate of the value
of such security at the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing
time of the regular trading session of such Relevant Stock Exchange) on that day of each security included in such Index. As used
herein, “closing price” means, with respect to any security on any date, the Relevant Stock Exchange traded
or quoted price of such security as of the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier,
the actual closing time of the regular trading session of such Relevant Stock Exchange. Notwithstanding the postponement of a Calculation
Day for one Index due to a Market Disruption Event with respect to such Index on such Calculation Day, the originally scheduled
Calculation Day will remain the Calculation Day for the other Index if such other Index is not affected by a Market Disruption
Event on such day.


 


“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,
whether a Contingent Coupon Payment will be made, the Optional Redemption Price, if any, and the Maturity Payment Amount, if any,
which term shall, unless the context otherwise requires, include its successors under such Calculation Agent Agreement. The initial
Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a
different Calculation Agent from time to time after the initial issuance of this Security without the consent of the Holder of
this Security and without notifying the Holder of this Security.


 






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Certain Definitions 


 


A “Trading Day”
with respect to an Index means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges with
respect to each security underlying such Index are scheduled to be open for trading for their respective regular trading sessions
and (ii) each Related Futures or Options Exchange with respect to such Index is scheduled to be open for trading for its regular
trading session.


 


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


 


The “Related Futures
or Options Exchange” for an Index means an exchange or quotation system where trading has a material effect (as determined
by the Calculation Agent) on the overall market for futures or options contracts relating to such Index.


 


Adjustments to an Index


 


If at any time the method of
calculating an Index or a Successor Equity Index, or the closing level thereof, is changed in a material respect, or if an Index
or a Successor Equity Index is in any other way modified so that such index does not, in the opinion of the Calculation Agent,
fairly represent the level of such index had those changes or modifications not been made, then the Calculation Agent will, at
the close of business in New York, New York, on each date that the closing level of such index is to be calculated, make such calculations
and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a level of an index
comparable to such Index or Successor Equity Index as if those changes or modifications had not been made, and the Calculation
Agent will calculate the closing level of such Index or Successor Equity Index with reference to such index, as so adjusted. Accordingly,
if the method of calculating an Index or Successor Equity Index is modified so that the level of such index is a fraction or a
multiple of what it would have been if it had not been modified (e.g., due to a split or reverse split in such equity index),
then the Calculation Agent will adjust such Index or Successor Equity Index in order to arrive at a level of such index as if it
had not been modified (e.g., as if the split or reverse split had not occurred).


 


Discontinuance of an Index


 


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


 


In the event that an Index
Sponsor discontinues publication of an Index prior to, and the discontinuance is continuing on, a Calculation Day and the Calculation
Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute


 



     6


     


    

 


Closing
Level for such Index in accordance with the formula for and method of calculating such Index last in effect prior to the discontinuance,
but using only those securities that comprised such Index immediately prior to that discontinuance. If a Successor Equity Index
is selected or the Calculation Agent calculates a level as a substitute for such Index, the Successor Equity Index or level will
be used as a substitute for such Index for all purposes, including the purpose of determining whether a Market Disruption Event
exists.


 


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


 


Market Disruption Events 


 


A “Market Disruption
Event” with respect to an Index means any of the following events as determined by the Calculation Agent in its sole
discretion:


 


		(A)	The occurrence or existence of a material suspension of or limitation imposed on trading by the
Relevant Stock Exchanges or otherwise relating to securities which then comprise 20% or more of the level of such Index or any
Successor Equity Index at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason
of movements in price exceeding limits permitted by those Relevant Stock Exchanges or otherwise.



 


		(B)	The occurrence or existence of a material suspension of or limitation imposed on trading by any
Related Futures or Options Exchange or otherwise in futures or options contracts relating to such Index or any Successor Equity
Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that
day, whether by reason of movements in price exceeding limits permitted by the Related Futures or Options Exchange or otherwise.



 


		(C)	The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, securities that
then comprise 20% or more of the level of such Index or any Successor Equity Index on their Relevant Stock Exchanges at any time
during the one-hour period that ends at the Close of Trading on that day.



 


		(D)	The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options
contracts relating to such Index or any Successor Equity Index on any Related Futures or Options 



 






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	 	 	Exchange at any time during the
one-hour period that ends at the Close of Trading on that day.



 


		(E)	The closure on any Exchange Business Day of the Relevant Stock Exchanges on which securities that
then comprise 20% or more of the level of such Index or any Successor Equity Index are traded or any Related Futures or Options
Exchange with respect to such Index or any Successor Equity Index prior to its Scheduled Closing Time unless the earlier closing
time is announced by the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, at least one hour prior
to the earlier of (1) the actual closing time for the regular trading session on such Relevant Stock Exchange or Related Futures
or Options Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Stock Exchange or
Related Futures or Options Exchange, as applicable, system for execution at such actual closing time on that day.



 


		(F)	The Relevant Stock Exchange for any security underlying such Index or Successor Equity Index or
any Related Futures or Options Exchange with respect to such Index or Successor Equity Index fails to open for trading during its
regular trading session.



 


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


 


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



 


		(2)	the “Close of Trading” on any Trading Day for such Index or any Successor Equity
Index means the Scheduled Closing Time of the Relevant Stock Exchanges with respect to the securities underlying such Index or
Successor Equity Index on such Trading Day; provided that, if the actual closing time of the regular trading session of any such
Relevant Stock Exchange is earlier than its Scheduled Closing Time on such Trading Day, then (x) for purposes of clauses (A)
and (C) of the definition of “Market Disruption Event” above, with respect to any security underlying such Index or
Successor Equity Index for which such Relevant Stock Exchange is its Relevant Stock Exchange, the “Close of Trading”
means such actual closing time and (y) for purposes of clauses (B) and (D) of the definition of “Market Disruption
Event” above, with respect to any futures or options contract relating to such Index or Successor Equity Index, the “Close
of Trading” means the latest actual closing time of the regular trading session of any of the Relevant Stock Exchanges, but
in no event later than the Scheduled Closing Time of the Relevant Stock Exchanges;



 


		(3)	the “Scheduled Closing Time” of any Relevant Stock Exchange or Related Futures
or Options Exchange on any Trading Day for such Index or any Successor Equity Index means the scheduled weekday closing time of
such Relevant Stock Exchange or 



 






     8


     


    




 


	 	 	Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other
trading outside the regular trading session hours; and



 


		(4)	an “Exchange Business Day” means any Trading Day for such Index or any Successor
Equity Index on which each Relevant Stock Exchange for the securities underlying such Index or any Successor Equity Index and each
Related Futures or Options Exchange with respect to such Index or any Successor Equity Index are open for trading during their
respective regular trading sessions, notwithstanding any such Relevant Stock Exchange or Related Futures or Options Exchange closing
prior to its Scheduled Closing Time.



 


Calculation Agent


 


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


 


The Company covenants that,
so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall be a broker-dealer, bank
or other financial institution) with respect to this Security.


 


All determinations made by
the Calculation Agent with respect to this Security will be at the sole discretion of the Calculation Agent and, in the absence
of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security.


 


Redemption and Repayment


 


This Security is not subject
to repayment at the option of the Holder hereof prior to March 6, 2029. This Security is subject to redemption prior to March 6,
2029 as set forth under “Optional Redemption” above. This Security is not entitled to any sinking fund.


 


Acceleration


 


If an Event of Default, as
defined in the Indenture, with respect to this Security shall occur and be continuing, the Maturity Payment Amount (calculated
as set forth in the next two sentences) of this Security may be declared due and payable in the manner and with the effect provided
in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal
to the Maturity Payment Amount hereof calculated as provided herein, plus a portion of a final Contingent Coupon Payment, if any.
The Maturity Payment Amount and any final Contingent Coupon Payment will be calculated as though the date of acceleration were
the Final Calculation Day. The final Contingent Coupon Payment, if any, will be prorated from and including the immediately
preceding Contingent Coupon Payment Date to but excluding the date of acceleration.


 






     9


     


    







__________________


 


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]


 




     10


     


    

 


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	 





 










     11


     


    

 


[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 the Lowest
Performing of the S&P 500® Index and 


the Russell 2000® Index due March
6, 2029


 


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.  


 






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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 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


 



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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 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 Contingent Coupon Payments, if any, and the Maturity Payment Amount or the Optional Redemption Price,
as applicable, on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise
provided in this Security.


 


No Personal Recourse


 


No recourse shall be had for
the payment of any Contingent Coupon Payments or the Maturity Payment Amount or the Optional Redemption Price, as applicable, on
this Security or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of
the Company or any successor corporation 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.


 






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Governing Law


 


This Security shall be governed
by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of laws.


 




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ABBREVIATIONS


 


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


  


	TEN
    COM 	--	as tenants in common	 
	 	 	 	 
	TEN ENT	--	as tenants by the entireties	 
	 	 	 	 
	JT TEN	--	as joint tenants with right

    of survivorship and not

    as tenants in common	 



  


UNIF
GIFT MIN ACT -- ______________________________ Custodian _____________________________


(Cust)                                                                        (Minor)


 









	Under
    Uniform Gifts to Minors Act	 
	 	 
	(State)	 



  


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


 


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


 


Please
Insert Social Security or


Other
Identifying Number of Assignee


 


	 	 
	 	 
	 	 


  


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


 




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the within Security of WELLS FARGO 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.


 





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