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. 95001HCT6	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 December 5, 2022


 


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), 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, unless this Security is automatically called as provided below under “Automatic
Call.” The “Initial Stated Maturity Date” shall be December 5, 2022. If the Final Calculation Day
(as defined below) is not postponed, the Initial Stated Maturity Date will be the “Stated Maturity Date.” If
the Final Calculation Day is postponed, the “Stated Maturity Date” shall be the later of (i) the Initial
Stated Maturity Date and (ii) three Business Days (as defined below) after the Final 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.”


 






    


     


    

 


Automatic Call


 


If the Closing Level
(as defined below) of the Index (as defined below) on either of the Call Dates (as defined in the table below) is greater than
or equal to the Starting Level (as defined below), this Security will be automatically called, and on the related Call Settlement
Date (as defined below) the Holder hereof will receive the Face Amount of this Security plus the Call Premium (as defined in the
table below) applicable to the relevant Call Date (together, the “Call Price”). Unless the Company defaults in the
payment of the Call Price, this Security will cease to be outstanding on such Call Settlement Date, and the Holder hereof will
have no further rights under this Security after such Call Settlement Date. The Holder hereof will not receive any notice from
the Company in the event this Security is automatically called pursuant to the terms hereof.


 


The Call Dates and
the related Call Premiums are as follows:


 





	Call Date 	 	Call Premium
	 	 	 
	November 30, 2020	 	7.00% of the
Face Amount of this Security  
	November 30, 2021	 	14.00% of
the Face Amount of this Security



 


The Call Dates are subject to postponement
for non-Trading Days and the occurrence of a Market Disruption Event. See the definition of “Calculation Days” below.


 


The “Call
Settlement Date” for a Call Date shall be three Business Days after such Call Date, as such Call Date may be postponed
as provided herein.


 


Payment of the Call
Price, if any, will be made in such coin or currency of the United States of America as at the time is legal tender for payment
of public and private debts.


 


Determination of Maturity Payment
Amount and Certain Definitions


 


If this Security is
not automatically called as provided above under “Automatic Call,” the “Maturity Payment Amount”
of this Security will equal:


 


		●	if the Ending Level is greater than or equal to the Starting Level: the Face Amount plus the greater of:



 


		(i)	the Maturity Date Premium; and



 





 


		●	if the Ending Level is less than the Starting Level: the Face Amount minus:



 


 


 




    2


     


    

 


All calculations with respect to the Maturity
Payment Amount or Call Price, as applicable, 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 or Call Price, as applicable, 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 25, 2019.


 


The “Starting
Level” is 3110.29, the Closing Level of the Index on November 22, 2019.


 


The “Closing
Level” of the Index on any Trading Day means the official closing level of the Index reported by the Index Sponsor (as
defined below) 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 “Ending
Level” will be the Closing Level of the Index on the Final Calculation Day.


 


The “Participation
Rate” is 100%.


 


The “Final
Calculation Day” is November 30, 2022, subject to postponement for non-Trading Days and the occurrence of a Market
Disruption Event. See the definition of “Calculation Days” below.


 


The “Maturity
Date Premium” is 21.00% 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.


 


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.


 






    3


     


    

 


The “Calculation
Days” shall mean each of the Call Dates and the Final Calculation Day. If any Calculation Day is not a Trading Day, such
Calculation Day will be postponed to the next succeeding Trading Day. A 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 with respect
to the Index on a Calculation Day, such 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 a 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 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 such date 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.


 


“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, the determination of whether this Security will be automatically called on either Call Date, the Call Price, if any,
the Ending Level and the Maturity Payment Amount, 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.


 


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


 






    4


     


    

 


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 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 sponsor or
publisher of the Index (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 and calculate the Ending Level or the Closing Level on any Calculation Day as described
above. 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, and the discontinuance is continuing on, a Calculation Day and the
Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute
Closing Level for the Index 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 a Calculation
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 the definition of “Calculation Day”
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 



 






    5


     


    

 


			 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 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 



 






    6


     


    

 





			 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 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.



 


Calculation Agent


 


The Calculation Agent
will determine whether this Security will be automatically called on either Call Date, the Call Price, if any, the Maturity Payment
Amount and the Ending Level. 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.


 






    7


     


    

 


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, 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 repayment at the option of the Holder hereof prior to December 5, 2022. Except as set forth above under “Automatic
Call,” this Security is not subject to redemption prior to December 5, 2022. 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 Final Calculation
Day; provided that if the Closing Level of the Index on the date of acceleration is equal to or greater than the Starting Level,
the amount payable on this Security will be calculated using a Maturity Date Premium that is prorated to the date of acceleration.





__________________


 


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]


 




    8


     


    

 


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	 



 



    9


     


    

 


[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 December 5, 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 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


 






    10


     


    

 


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


 


Defeasance


 


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


 


Authorized Denominations


 


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


 


Registration of Transfer


 


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


 


This Security is exchangeable
for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the
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


 






    11


     


    

 


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 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 Maturity Payment Amount or the Call Price, as applicable, 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 the Call Price, as applicable, 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.


 




    12


     


    

 


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)



 




    13


     


    

 


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.


 






    14