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. 95001D7M6

	
PRINCIPAL AMOUNT:  $___________




REGISTERED NO. _

 

WELLS FARGO & COMPANY

 

MEDIUM-TERM NOTE, SERIES T

 

Due Nine Months or More From Date of Issue

 

Notes due November 22, 2022

 

WELLS
FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called
the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of
______________________________________________________ DOLLARS ($___________) on November 22, 2022 (the “Stated
Maturity Date”) and to pay interest thereon from May 22, 2020 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for monthly on the 22nd day of each month, commencing June 22, 2020, and at
Maturity (each, an “Interest Payment Date”), at the rate per annum specified below until the principal
hereof is paid or made available for payment.  The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest next preceding
such Interest Payment Date.  The Regular Record Date for an Interest Payment Date shall be one Business Day prior to
such Interest Payment Date.  If an Interest Payment Date is not a Business Day, interest on this Security shall be
payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date, and
without any interest or other payment with respect to the delay.  “Business Day” shall mean a day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in New York, New York.

 

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

 

 



 

 



 

commence on and include May 22, 2020 and end on and include June 21, 2020.  Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months.

 

The interest rate on this Security that will apply during an Interest Period will be as follows:

 

	
Commencing May 22, 2020 and

ending November 21, 2021

	
 

	
 

1.30% per annum


	
Commencing November 22, 2021 and

ending August 21, 2022

	
 

	
 

1.50% per annum


	
Commencing August 22, 2022 and

ending November 21, 2022

	
 

	
 

2.75% per annum




 

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

 

Payment of interest on this Security will be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s last address as it appears in the Security Register or by wire transfer to such account as may have been designated by such Person.  Payment of principal of and interest on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota.  Notwithstanding the foregoing, for so long as this Security is a Global Security registered in the name of the Depositary, payments of principal and interest on this Security will be made to the Depositary by wire transfer of immediately available funds.

 

This
Security is redeemable at the option of the Company, in whole but not in part, on any Optional Redemption Date at a
Redemption Price equal to 100% of the principal amount of this Security to be redeemed, plus any accrued but unpaid interest
to, but excluding, the Redemption Date.  The “Optional Redemption Dates” are quarterly on the 22nd
day of each February, May, August and November, commencing May 22, 2021 and ending August 22, 2022.  Notice of any
redemption will be mailed at least 5 but not more than 30 days before the applicable Redemption Date to the Holder
hereof.  Unless the Company defaults in the payment of the Redemption Price, on or after the Redemption Date, interest
will cease to accrue on this Security or the portion hereof called for redemption.

 

This Security is not subject to repayment at the option of the Holder hereof prior to November 22, 2022.  This Security is not entitled to any sinking fund.

 

 



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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 T

 

Due Nine Months or More From Date of Issue

 

Notes due November 22, 2022

 

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

 

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

 

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

 

Modification and Waivers 

 

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

 

 



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and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

Defeasance

 

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

 

Authorized Denominations

 

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

 

Registration of Transfer

 

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

 

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

 

This Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor.  Except as provided above, owners of beneficial interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is

 

 



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registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

Obligation of the Company Absolute

 

No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.

 

No Personal Recourse

 

No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

 

Defined Terms

 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise defined in this Security.

 

Governing Law

 

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

 

 



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ABBREVIATIONS

 

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

 

	
TEN COM

	
--

	
as tenants in common


	
 

	
 

	
 


	
TEN ENT

	
--

	
as tenants by the entireties


	
 

	
 

	
 


	
JT TEN

	
--

	
as joint tenants with right


	
 

	
 

	
of survivorship and not


	
 

	
 

	
as tenants in common




 

	
UNIF GIFT MIN ACT  --

	
 

	
Custodian

	
 


	
 

	
(Cust)

	
 

	
(Minor)




 

Under Uniform Gifts to Minors Act

 

	
 

	
 


	
(State)

	
 




 

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

 

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

 

Please Insert Social Security or
Other Identifying Number of Assignee

 

	
 

	
 




 

	
 




 

	
 




 

	
 




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

 

 



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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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