WELLS FARGO & COMPANY 8-K


Exhibit 4.7


 







 


[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. 95001H2T7	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 S&P 500® Index due August 28, 2026


 


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 Variable 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 August 28, 2026. If the Final Observation Day (as defined below) is not postponed, the
Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Final Observation 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 Final Observation 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 by giving notice to the Holder hereof
on or before the Observation Period End-Date (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, 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 Observation Period End-Date scheduled to occur from February 2020 to July 2026,
inclusive.


 


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


 


On each monthly Contingent
Coupon Payment Date, the Company shall pay a Contingent Coupon Payment, if any, at a per annum rate equal to the Variable Coupon
Rate applicable to the Observation Period (as defined below) immediately preceding such Contingent Coupon Payment Date. A “Contingent
Coupon Payment,” if payable as provided herein, shall be equal to the (i) product of the Face Amount of this Security
and the Variable Coupon Rate, divided by (ii) 12. The “Contingent Coupon Payment Dates” shall be the third
Business Day following each Observation Period End-Date, as each such Observation Period End-Date may be postponed as herein provided,
provided that the Contingent Coupon Payment Date with respect to the final Observation Day will be the Stated Maturity Date. If
a Contingent Coupon Payment Date is postponed as the result of the occurrence of a non-Trading Day (as defined below) or a Market
Disruption Event on the immediately preceding scheduled Observation Period End-Date, 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 interest accruing
or payable as a result of the postponement. Any Contingent Coupon Payments will be rounded to the nearest cent, with one-half cent
rounded upward.


 


Any Contingent Coupon
Payment so payable, and punctually paid or duly provided for, on any Contingent Coupon Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such Contingent Coupon Payment next preceding such Contingent Coupon Payment Date. The Regular Record
Date for a Contingent Coupon Payment Date shall be the date one Business Day prior to such Contingent Coupon Payment Date.


 


Any Contingent Coupon
Payment not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.


 






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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 is greater than or equal to the Threshold Level: the Face Amount; or



 


		•	if the Ending Level is less than the Threshold Level: the Face Amount minus:



 





	 	Face Amount x	 Threshold Level – Ending Level

 Starting Level	 


 


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 the S&P 500 Index.


 


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


 


The “Starting
Level” is 2796.11, the Closing Level of the Index on the Pricing Date.


 


The “Ending
Level” will be the Closing Level of the Index on the Final Observation Day.


 


The “Threshold
Level” is 2236.888, which is equal to 80% of the Starting Level.


 






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The “Closing
Level” of the Index on any Trading Day means the official closing level of the Index reported by the 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 the Index” and “Discontinuance of the Index.”


 


The “Variable
Coupon Rate” applicable to an Observation Period will be determined as follows:


 


	Maximum Coupon Rate  x	
        Number of Accrual Days During
such Observation Period 

        Number of Observation Days during
such Observation Period 



 


An “Accrual
Day” is an Observation Day on which the Closing Level of the Index is greater than or equal to the Threshold Level.


 


The “Maximum
Coupon Rate” is 6.10% per annum.


 


An “Observation
Period” will consist of the Observation Days from but excluding a scheduled Observation Period End-Date to and including
the following scheduled Observation Period End-Date; provided that the first Observation Period will consist of the Observation
Days from but excluding the Pricing Date to and including the first scheduled Observation Period End-Date. An “Observation
Day” is a day in an Observation Period that is a Trading Day. Each Observation Day during an Observation Period is subject
to postponement due to Market Disruption Events as described under “Market Disruption Events” herein. For the avoidance
of doubt, if a Market Disruption Event occurs on or is continuing on or a non-Trading Day occurs on an Observation Day that is
a scheduled Observation Period End-Date, that Observation Period End-Date and the corresponding Contingent Coupon Payment Date
will be postponed as described herein; however, the subsequent Observation Period will commence on such originally scheduled Observation
Period End-Date (that is, the postponement of an Observation Period End-Date at the end one Observation Period due to the occurrence
or continuation of a Market Disruption Event or non-Trading Day will not change the commencement date of the succeeding Observation
Period). In addition, if a Market Disruption Event occurs and is continuing on successive Observation Days, and, as a result, more
than one Observation Day is deemed to occur on a single Trading Day, each such Observation Day as so postponed will be counted
independently in determining the number of Observation Days in the applicable Observation Period for purposes of calculating the
Variable Coupon Rate.


 


The “Observation
Period End-Dates” shall be the 25th day of each month commencing March 2019 and ending August 2026. The “Final
Observation Day” is August 25, 2026. If any Observation Period End-Date is not a Trading Day, such Observation Period
End-Date will be postponed to the next succeeding Trading Day. An Observation Period End-Date is also subject to postponement due
to the occurrence of a Market Disruption Event as provided under “Market Disruption Events.”


 






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“Index Sponsor”
shall mean S&P Dow Jones Indices LLC.


 


“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.


 


“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.


 


Certain Definitions 


 


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


 


The “Relevant
Stock Exchange” for any security underlying the 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 the 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 the Index.


 


Adjustments to the Index


 


If at any time the
method of calculating the Index or a Successor Equity Index, or the closing level thereof, is changed in a material respect, or
if the 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 the 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 the Index or Successor Equity Index with reference to such index, as
so adjusted. Accordingly, if the method of calculating the 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 the


 






    5 


     


    

 


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 the Index


 


If the Index Sponsor
discontinues publication of the Index, and the 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 the 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 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
the Index Sponsor discontinues publication of the Index prior to the Final Observation Day, and the Calculation Agent determines
that no Successor Equity Index is available on any Observation Day, the Calculation Agent will calculate a substitute Closing Level
for the Index for each such Observation Day in accordance with the formula for and method of calculating the Index last in effect
prior to the discontinuance, but using only those securities that comprised the Index immediately prior to that discontinuance.
If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for the Index, the Successor
Equity Index or level will be used as a substitute for the Index for all purposes, including the purpose of determining whether
a Market Disruption Event exists.


 


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


 


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 Exchanges or otherwise relating to securities which then comprise 20% or more of the level of the 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 the Index or any Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that

                                                                                




 






    6 


     


    

 


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 the 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 the 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.



 


		(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 the Index or any Successor Equity Index are traded or any Related Futures or Options
Exchange 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 the Index or Successor Equity Index or
any Related Futures or Options Exchange fails to open for trading during its regular trading session.



 


For purposes of determining
whether a Market Disruption Event has occurred:


 


		(1)	the relevant percentage contribution of a security to the level of the 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 the 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 the Index or any Successor Equity Index means the Scheduled Closing
Time of the Relevant Stock Exchanges with respect to the securities underlying the 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 




 






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                                                                                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 the 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 the 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 the Index or any Successor Equity Index means the scheduled weekday closing time of
such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other
trading outside the regular trading session hours; and



 


		(4)	an “Exchange Business Day” means any Trading Day for the Index or any Successor
Equity Index on which each Relevant Stock Exchange for the securities underlying the Index or any Successor Equity Index and each
Related Futures or Options Exchange 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.



 


If a Market Disruption
Event occurs or is continuing on any Observation Day, such Observation Day will be postponed to the first succeeding Trading Day
on which a Market Disruption Event has not occurred and is not continuing. If a Market Disruption Event occurs on a single Observation
Day or occurs and is continuing on more than one consecutive Observation Day, that single Observation Day or the first such Observation
Day is referred to herein as the “Original Disrupted Day,” and, in the case of a Market Disruption Event occurring
or continuing on more than one consecutive Observation Day, each succeeding Observation Day is referred to herein as a “Succeeding
Disrupted Day.”


 


		●	If a Market Disruption Event occurs or is continuing on fewer than eight consecutive Observation
Days, then the first succeeding Trading Day on which a Market Disruption Event has not occurred or is not continuing will be deemed
to be the Observation Day for (i) the Observation Day scheduled to occur on such first succeeding Trading Day, (ii) the
Original Disrupted Day, and (iii) the Succeeding Disrupted Day(s), if any. As a result, if a Market Disruption Event occurs
and is continuing on fewer than eight consecutive Observation Days, and, as a result, more than one Observation Day is deemed to
occur on a single Trading Day, each such Observation Day as so postponed will be counted independently in determining the number
of Observation Days in the applicable observation period for purposes of calculating the Variable Coupon Rate.



 


		●	If
an originally scheduled Observation Day has been postponed eight Trading Days and a Market Disruption Event occurs or is continuing
on such eighth Trading Day, then such eighth Trading Day will be deemed to be the Observation Day only for the originally scheduled
Observation Day that has been postponed to such eighth Trading Day. In such 




 






    8 


     


    

 





			circumstances, the Calculation Agent will determine the Closing Level of the Index on such eighth Trading Day in accordance
with the formula for and method of calculating the Closing Level of the 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 the 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.



 


For the avoidance of doubt, if a Market
Disruption Event occurs on or is continuing or a non-Trading Day occurs on an Observation Day that is a scheduled Observation Period
End-Date, that Observation Period End-Date and the corresponding Contingent Coupon Payment Date will be postponed as described
herein; however, the subsequent Observation Period will commence on such originally scheduled Observation Period End-Date (that
is, the postponement of an Observation Period End-Date at the end one Observation Period due to the occurrence or continuation
of a Market Disruption Event or non-Trading Day will not change the commencement date of the succeeding Observation Period). If
any Observation Day subject to postponement as described in the preceding paragraph is also the Final Observation Day, for purposes
of calculating the Maturity Payment Amount, the Final Observation Day will be so postponed.


 


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
the Index under the circumstances described in this Security, (ii) if publication of the Index is discontinued, select a Successor
Equity Index or, if no Successor Equity Index is available, determine the Closing Level of the Index under the circumstances described
in this Security, and (iii) determine whether a Market Disruption Event or non-Trading Day has occurred.


 


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


 


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


 






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Redemption and Repayment


 


This Security is not
subject to repayment at the option of the Holder hereof prior to August 28, 2026. This Security is subject to redemption prior
to August 28, 2026 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 Observation Day and an Observation Period End-Date.


 





 






 


Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


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


 


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


 




    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 S&P 500® Index due August 28, 2026


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued
in one or more series under an indenture dated as of April 25, 2018, as amended or supplemented from time to time (herein called
the “Indenture”), among the Company, as issuer, Wells Fargo & Company, as guarantor (the “Guarantor”)
and Citibank, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of
the series of the Securities designated as Medium-Term Notes, Series A, of the Company. The amount payable on the Securities of
this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange
traded funds, securities, commodities, currencies, statistical measures of economic or financial performance, or a basket comprised
of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities
of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the
Holder at different times or not at all and be denominated in different currencies.


 


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


 


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


 


Guarantee


 





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







 


Modification and Waivers 


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time
by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal


 






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


 


Defeasance


 


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


 


Authorized Denominations


 


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


 


Registration of Transfer


 


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


 


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


 






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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.


 


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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