WELLS FARGO & COMPANY 8-K


Exhibit 4.2


 


[Face of Note]


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


 





	CUSIP NO. 95001BCL6	 FACE AMOUNT: $____________
	REGISTERED NO. __	 


 


WELLS FARGO & COMPANY


 


MEDIUM-TERM NOTE, SERIES S


 


Due Nine Months or More From Date of
Issue


 


Principal at Risk Securities Linked
to the Vanguard® Extended Market ETF


due March 2, 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, an amount equal to the Maturity Payment Amount (as defined below), in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts,
on the Stated Maturity Date. The “Initial Stated Maturity Date” shall be March 2, 2021. If the Calculation
Day (as defined below) is not postponed, the Initial Stated Maturity Date will be the “Stated Maturity Date.”
If the 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 Calculation Day as postponed. This Security shall
not bear any interest.


 


Any payments on this
Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that
purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose.


 


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


 






     


     


    

 


Determination of Maturity Payment
Amount


 


The “Maturity
Payment Amount” of this Security will equal:


 


		●	if the Ending Price is greater than the Starting Price: the Face Amount plus the lesser of:



 





	(i)    	 	Face Amount x	 	Ending Price – Starting Price

Starting Price	 	x Participation Rate	  	 ; and


 


(ii)      the
Maximum Return;


 


		●	if the Ending Price is less than or equal to the Starting Price, but 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	 Threshold Price – Ending Price

 Starting Price	 


 


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.


 


The “Fund”
shall mean the Vanguard® Extended Market ETF.


 


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


 


The “Starting
Price” is $117.49, 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 Calculation Day.


 


The “Threshold
Price” is $102.2163, which is equal to 87% of the Starting Price.


 


The “Participation
Rate” is 150%.


 


The “Maximum
Return” is 20% of the Face Amount of this Security.


 


“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 “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 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.


 






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The “Closing
Price” for one 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 official closing price on such day published by the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which the Fund (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 S&P® Completion Index.


 


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
Day” shall be February 25, 2021. If such day is not a Trading Day, the Calculation Day will be postponed to the
next succeeding Trading Day. The Calculation Day is also subject to postponement due to the occurrence of a Market Disruption Event
(as defined below). If a Market Disruption Event occurs or is continuing on the Calculation Day, then the Calculation Day will
be postponed to the first succeeding Trading Day on which a Market Disruption Event has not occurred and is not continuing; however,
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 the Calculation Day has been postponed eight Trading Days
after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing 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 on such eighth Trading Day.


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of January 24, 2018 between the Company and the
Calculation Agent, as amended from time to time.


 


“Calculation
Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among
other things, the determination of the Maturity Payment Amount, 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


 






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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 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.



 






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		(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 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 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
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


 



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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).


 


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.


 






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		(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 Maturity Payment Amount 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).


 


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


 



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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 Maturity Payment Amount with reference to such adjusted Closing
Price of the Fund or such Successor Fund, as applicable.


 


Calculation Agent


 


The Calculation Agent
will determine the Maturity Payment Amount, 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.


 


Tax Considerations


 


The Company agrees,
and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed to have agreed
(in the absence of a statutory, regulatory,


 



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administrative or judicial ruling to the contrary), for United States federal income
tax purposes to characterize and treat this Security as a prepaid derivative contract that is an “open transaction.”


  


Redemption and Repayment


 


This Security is not
subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to March 2, 2021.
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 sentence) of this Security may be declared due and payable in the manner and with the effect provided
in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to
the Maturity Payment Amount hereof calculated as provided herein as though the date of acceleration was the Calculation Day.




__________________


 


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]


 




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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 S


 


Due Nine Months or More From Date of
Issue


 


Principal at Risk Securities Linked
to the Vanguard® Extended Market ETF 


due March 2, 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 S, of the Company. The
amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity-
or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial
performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed
rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not at
all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.


 


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


 


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


 


Modification and Waivers 


 


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


 



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provisions
of the Indenture. Certain past defaults under the Indenture and their consequences may be waived under the Indenture by the Holders
of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series. Solely for the purpose of determining whether any consent, waiver, notice or other action or Act to be taken or
given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in
the requisite aggregate principal amount, the principal amount of this Security will be deemed to be equal to the amount set forth
on the face hereof as the “Face Amount” hereof. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.


  


Defeasance


 


Section 403 and
Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating to
defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants, upon compliance
by the Company with certain conditions set forth therein, shall not apply to this Security. The remaining provisions of Section 401
of the Indenture shall apply to this Security.


 


Authorized Denominations


 


This Security is issuable
only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple
of $1,000.


 


Registration of Transfer


 


Upon due presentment
for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis, Minnesota, a new
Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate
Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided
therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection
therewith.


 


This Security is exchangeable
for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company
receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security
shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default
with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for definitive Securities in registered form, 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


 



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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 Maturity Payment Amount at the times, place and rate, and in the coin or currency, herein
prescribed, except as otherwise provided in this Security.


 


No Personal Recourse


 


No recourse shall be
had for the payment of the Maturity Payment Amount or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or any successor corporation, 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)



 




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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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