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. 95002W768	PRINCIPAL
AMOUNT: $________
	ISIN
NO. US95002W7680	 
	REGISTERED
NO. ___	 



  


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Capped
Notes with Absolute Return Buffer Linked to the S&P 500® Index




 


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
Redemption 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 November 26, 2021 (the “Stated Maturity Date”). 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.


 


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


 



     


     


    

 





Determination
of Redemption Amount


 


The
“Redemption Amount” of this Security will equal:


 


		●	if
                                         the Ending Value is greater than the Starting Value: the lesser of:



 


(i)
Principal Amount plus


 


 


 


(ii)
the Capped Value;


 


		●	if
                                         the Ending Value is equal to or less than the Starting Value, but greater than or equal
                                         to the Threshold Value:



 


Principal
Amount plus


 


 


 


		●	if
                                         the Ending Value is less than the Threshold Value: the Principal Amount minus:



 


 





 


All
calculations with respect to the Redemption 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 Redemption 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 November 26, 2019.


 


The
“Starting Value” is 3,140.52, the Closing Level of the Index on the Pricing Date.


 


The
“Closing Level” of the Index on any Market Measure Business Day means the official closing level of the Index
reported by the Index Publisher on such Market Measure Business Day, subject to the provisions set forth below under “Discontinuance
of the Index,” “Adjustments to the Index” and “Market Disruption Events.”


 



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The
“Ending Value” will be the average of the Closing Levels of the Index on each Calculation Day (as defined below)
occurring during the Maturity Valuation Period (as defined below), subject to the provisions set forth below under “Market
Description Events.”


 


The
“Threshold Value” is 2,714.98, which is equal to 86.45% of the Starting Value, rounded to two decimal places.


 


The
“Participation Rate” is 100.00%.


 


The
“Capped Value” is 110% of the Principal Amount.


 


A
“Market Measure Business Day” means a day on which (1) the New York Stock Exchange (the “NYSE”)
and The Nasdaq Stock Market, or their successors, are open for trading and (2) the Index or any Successor Index (as defined
below) is calculated and published.


 


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


 


“Maturity
Valuation Period” means each of November 16, 2021, November 17, 2021, November 18, 2021, November 19, 2021 and November
22, 2021, subject to the provisions set forth below under “Market Disruption Events.”


 


“Calculation
Day” means any Market Measure Business Day during the Maturity Valuation Period on which a Market Disruption Event (as
defined below) has not occurred.


 


“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.


 


“Joint
Calculation Agency Agreement” shall mean the Joint Calculation Agency Agreement dated as of October 5, 2018 among the
Company, Wells Fargo & Company, as guarantor (the “Guarantor”), and the Calculation Agents, as amended
from time to time.


 


“Calculation
Agents” shall mean the Persons that have entered into the Joint Calculation Agency Agreement with the Company and the
Guarantor providing for, among other things, the determination of the Ending Value and the Redemption Amount, which term shall,
unless the context otherwise requires, include their successors under such Joint Calculation Agency Agreement. The initial Calculation
Agents shall be Wells Fargo Securities, LLC and BofA Securities, Inc. Pursuant to the Joint Calculation Agency 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.


 


Adjustments
to the Index


 


If,
after the Pricing Date, the Index Publisher makes a material change in the method of calculating the Index or in another way that
changes the Index such that it does not, in the opinion of the Calculation Agents, fairly represent the level of the Index had
those changes or modifications not been made, the Calculation Agents will, at the close of business in New York, New York, on




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each date that the Closing Level is to be calculated, make adjustments to the Index. Those adjustments will be made in good faith
as necessary to arrive at a calculation of a level of the Index as if those changes or modifications had not been made, and the
Calculation Agents shall calculate the Closing Level of the Index, as so adjusted.


 


Discontinuance
of the Index


 


If,
after the Pricing Date, the Index Publisher discontinues publication of the Index, and the Index Publisher or another entity then
publishes a substitute index that the Calculation Agents determine, in their sole discretion, to be comparable to the original
Index (a “Successor Index”), the Calculation Agents will substitute the Successor Index as calculated by the
relevant Index Publisher or any other entity and calculate the Ending Value as described in the definition of “Ending Value”
above. If the Calculation Agents select a Successor Index, the Calculation Agents will give written notice of the selection to
the Trustee, to the Company, and to the Holder hereof.


 


If
the Index Publisher discontinues publication of the Index before the end of the Maturity Valuation Period and the Calculation
Agents do not select a Successor Index, then on each day that would have been a Calculation Day, until the earlier to occur of:


 


		●	the
                                         determination of the Ending Value; and



 


		●	a
                                         determination by the Calculation Agents that a Successor Index is available,



 


the
Calculation Agents will compute a substitute level for the Index in accordance with the procedures last used to calculate the
Index before any discontinuance as if that day were a Calculation Day. The Calculation Agents will make available to the Holder
hereof information regarding those levels by means of Bloomberg L.P., Thomson Reuters, a website, or any other means selected
by the Calculation Agents in their reasonable discretion.


 


If
a Successor Index is selected or the Calculation Agents calculate a level as a substitute for the Index, the Successor Index or
level will be used as a substitute for all purposes, including for the purpose of determining whether a Market Disruption Event
exists.


 


Market
Disruption Events 


 


“Market
Disruption Event” means one or more of the following events, as determined by the Calculation Agents in their sole discretion:


 


		(A)	the
                                         suspension of or material limitation on trading, in each case, for more than two consecutive
                                         hours of trading, or during the one-half hour period preceding the close of trading,
                                         on the primary exchange where the securities included in the Index trade (without taking
                                         into account any extended or after-hours trading session), in
                                         20% or more of the securities which then compose the Index or any Successor Index; and



 


		(B)	the
                                         suspension of or material limitation on trading, in each case, for more than two consecutive
                                         hours of trading, or during the one-half hour period preceding the close of trading,
                                         on the primary exchange that trades options contracts or futures contracts related to
                                         the Index (without taking into account any extended or after-hours trading session), 



 



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			whether
by reason of movements in price otherwise exceeding levels permitted by the relevant exchange or otherwise, in options contracts
or futures contracts related to the Index, or any Successor Index.



 


For
the purpose of determining whether a Market Disruption Event has occurred:


 


		1)	a
                                         limitation on the hours in a trading day and/or number of days of trading will not constitute
                                         a Market Disruption Event if it results from an announced change in the regular business
                                         hours of the relevant exchange;



 


		2)	a
                                         decision to permanently discontinue trading in the relevant futures or options contracts
                                         related to the Index, or any Successor Index, will not constitute a Market Disruption
                                         Event;



 


		3)	a
                                         suspension in trading in a futures or options contract on the Index, or any Successor
                                         Index, by a major securities market by reason of (a) a price change violating limits
                                         set by that securities market, (b) an imbalance of orders relating to those contracts,
                                         or (c) a disparity in bid and ask quotes relating to those contracts will constitute
                                         a suspension of or material limitation on trading in futures or options contracts related
                                         to the Index;



 


		4)	a
                                         suspension of or material limitation on trading on the relevant exchange will not include
                                         any time when that exchange is closed for trading under ordinary circumstances; and



 


		5)	if
                                         the Index has component securities listed on the NYSE, for the purpose of clause (A) above,
                                         any limitations on trading during significant market fluctuations under NYSE Rule 80B,
                                         or any applicable rule or regulation enacted or promulgated by the NYSE or any other
                                         self-regulatory organization or the Securities and Exchange Commission of similar scope
                                         as determined by the Calculation Agents, will be considered “material.”



 


If
(i) a Market Disruption Event occurs on a scheduled Calculation Day during the Maturity Valuation Period or (ii) any scheduled
Calculation Day is determined by the Calculation Agents not to be a Market Measure Business Day by reason of an extraordinary
event, occurrence, declaration, or otherwise (any such day in either (i) or (ii) being a “Non-Calculation Day”),
the Closing Level of the Index for the applicable Non-Calculation Day will be the Closing Level of the Index on the next Calculation
Day that occurs during the Maturity Valuation Period. For example, if the first and second scheduled Calculation Days during the
Maturity Valuation Period are Non-Calculation Days, then the Closing Level of the Index on the next Calculation Day will also
be the Closing Level for the Index on the first and second scheduled Calculation Days during the Maturity Valuation Period. If
no further Calculation Days occur after a Non-Calculation Day, or if every scheduled Calculation Day during the Maturity Valuation
Period is a Non-Calculation Day, then the Closing Level of the Index for that Non-Calculation Day and each following Non-Calculation
Day (or for all the scheduled Calculation Days during the Maturity Valuation Period, if applicable) will be determined (or, if
not determinable, estimated) by the Calculation Agents in a commercially 



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reasonable manner on the last scheduled Calculation Day
during the Maturity Valuation Period, regardless of the occurrence of a Market Disruption Event on that last scheduled Calculation
Day.


 


Calculation
Agent


 


The
Calculation Agents have the sole discretion to make all determinations regarding this Security as described in this Security,
including determinations regarding the Starting Value, the Threshold Value, the Ending Value, the Index, the Redemption Amount,
any Market Disruption Events, a Successor Index, Market Measure Business Days, Business Days, Calculation Days, Non-Calculation
Days, and determinations related to the discontinuance of the Index. Absent manifest error, all determinations of the Calculation
Agents will be conclusive for all purposes and final and binding on the Holder hereof and the Company, without any liability on
the part of the Calculation Agents.


 


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.


 


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, 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 November
26, 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 Redemption
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 Redemption Amount described under “Determination of Redemption Amount,” determined as if the
date of acceleration were the sole 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.


 



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


 




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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	 





 




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[Reverse
of Note]


 


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Capped
Notes with Absolute Return Buffer Linked to the S&P 500® Index


 


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, 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 “Principal 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 $10 or any amount in excess thereof which is
an integral multiple of $10.


 


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



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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 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 Redemption 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 Redemption 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 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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