WELLS FARGO & COMPANY - 8-K


Exhibit
4.2


 


[Face
of Note]


 


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


 





	CUSIP NO. 95001H2M2	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 iShares® MSCI Emerging Markets ETF 


due
September 7, 2021


 


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. The “Initial Stated Maturity Date”
shall be September 7, 2021. If the Calculation Day (as defined below) is not postponed, the Initial Stated Maturity Date will
be the “Stated Maturity Date.” If the Calculation Day is postponed, the “Stated Maturity Date”
shall be the later of (i) the Initial Stated Maturity Date and (ii) three Business Days (as defined below) after the
Calculation Day as postponed. This Security shall not bear any interest.


 


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


 


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


 



     


     


    

 





Determination
of Maturity Payment Amount


 


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


 


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



  





	  (i)  
    	 	  Face
    Amount x	 	Ending
    Price – Starting Price

    Starting Price	 	x
    Participation Rate  	 	 ;
    and


 


(ii)       the
Maximum Return; 


 


		●	if
                                         the Ending Price is less than or equal to the Starting Price, but greater than or equal
                                         to the Threshold Price: the Face Amount; or



 


		●	if
                                         the Ending Price is less than the Threshold Price: the Face Amount minus:



 





	 	 	Face
    Amount x	Threshold
    Price – Ending Price

    Starting Price	 	 


 


All
calculations with respect to the Maturity Payment Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Maturity Payment Amount will be rounded to the nearest cent,
with one-half cent rounded upward.


 


The
“Fund” shall mean the iShares® MSCI Emerging Markets ETF.


 


The
“Pricing Date” shall mean February 28, 2019.


 


The
“Starting Price” is $42.44, the Fund Closing Price of the Fund on the Pricing Date.


 


The
“Ending Price” will be the Fund Closing Price of the Fund on the Calculation Day.


 


The
“Threshold Price” is $36.074, which is equal to 85% of the Starting Price.


 


The
“Participation Rate” is 150%.


 


The
“Maximum Return” is 27.00% 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.


 


The
“Fund Closing Price” with respect to the Fund on any Trading Day means the product of (i) the Closing
Price of one share of the Fund (or one unit of any other security for which a Fund Closing Price must be determined) on such Trading
Day and (ii) the Adjustment Factor applicable to the Fund on such Trading Day.


 



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The
“Closing Price” for one share of the Fund (or one unit of any other security for which a Closing Price must
be determined) on any Trading Day means the official closing price on such day published by the principal United States securities
exchange registered under the Securities Exchange Act of 1934, as amended, on which the Fund (or any such other security) is listed
or admitted to trading.


 


The
“Adjustment Factor” means, with respect to a share of the Fund (or one unit of any other security for which
a Fund Closing Price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the
Fund. See “—Anti-dilution Adjustments Relating to the Fund; Alternate Calculation—Anti-dilution Adjustments”
below.


 


The
“Underlying Index” is the MSCI Emerging Markets Index.


 


A
“Trading Day” means a day, as determined by the Calculation Agent, on which the Relevant Stock Exchange (as
defined below) and each Related Futures or Options Exchange (as defined below) with respect to the Fund, or any successor thereto,
if applicable, are scheduled to be open for trading for their respective regular trading sessions.


 


The
“Relevant Stock Exchange” for the Fund means the primary exchange or quotation system on which shares (or other
applicable securities) of the Fund are traded, as determined by the Calculation Agent.


 


The
“Related Futures or Options Exchange” for the Fund means each exchange or quotation system where trading has
a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to
the Fund.


 


The
“Calculation Day” shall be August 30, 2021. If such day is not a Trading Day, the Calculation Day will be postponed
to the next succeeding Trading Day. The Calculation Day is also subject to postponement due to the occurrence of a Market Disruption
Event (as defined below). If a Market Disruption Event occurs or is continuing on the Calculation Day, then the Calculation Day
will be postponed to the first succeeding Trading Day on which a Market Disruption Event has not occurred and is not continuing;
however, if such first succeeding Trading Day has not occurred as of the eighth Trading Day after the originally scheduled Calculation
Day, that eighth Trading Day shall be deemed to be the Calculation Day. If the Calculation Day has been postponed eight Trading
Days after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing on such eighth Trading
Day, the Calculation Agent will determine the Closing Price of the Fund on such eighth Trading Day based on its good faith estimate
of the value of the shares (or other applicable securities) of the Fund as of the close of trading on such eighth Trading Day.


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of 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 the Maturity Payment Amount, the Starting Price and the Ending Price, which term shall, unless
the context otherwise requires, include its successors under such Calculation Agent Agreement. The 


 






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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.


 


Market
Disruption Events 


 


A
“Market Disruption Event” means any of the following events as determined by the Calculation Agent in its sole
discretion:


 


		(A)	The
                                         occurrence or existence of a material suspension of or limitation imposed on trading
                                         by the Relevant Stock Exchange or otherwise relating to the shares (or other applicable
                                         securities) of the Fund or any Successor Fund (as defined below) on the Relevant Stock
                                         Exchange at any time during the one-hour period that ends at the Close of Trading on
                                         such day, whether by reason of movements in price exceeding limits permitted by such
                                         Relevant Stock Exchange or otherwise.



 


		(B)	The
                                         occurrence or existence of a material suspension of or limitation imposed on trading
                                         by any Related Futures or Options Exchange or otherwise in futures or options contracts
                                         relating to the shares (or other applicable securities) of the Fund or any Successor
                                         Fund on any Related Futures or Options Exchange at any time during the one-hour period
                                         that ends at the Close of Trading on that day, whether by reason of movements in price
                                         exceeding limits permitted by the Related Futures or Options Exchange or otherwise.



 


		(C)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, shares (or other applicable securities) of the Fund or any
                                         Successor Fund on the Relevant Stock Exchange at any time during the one-hour period
                                         that ends at the Close of Trading on that day.



 


		(D)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, futures or options contracts relating to shares (or other applicable
                                         securities) of the Fund or any Successor Fund on any Related Futures or Options Exchange
                                         at any time during the one-hour period that ends at the Close of Trading on that day.



 


		(E)	The
                                         closure of the Relevant Stock Exchange or any Related Futures or Options Exchange with
                                         respect to the Fund or any Successor Fund prior to its Scheduled Closing Time unless
                                         the earlier closing time is announced by the Relevant Stock Exchange or Related Futures
                                         or Options Exchange, as applicable, at least one hour prior to the earlier of (1) the
                                         actual closing time for the regular trading session on such Relevant Stock Exchange or
                                         Related Futures or Options Exchange, as applicable, and (2) the submission deadline
                                         for orders to be entered into the Relevant Stock Exchange or Related Futures or Options
                                         Exchange, as applicable, system for execution at the Close of Trading on that day.



 






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		(F)	The
                                         Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the
                                         Fund or any Successor Fund fails to open for trading during its regular trading session.



 


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


 


		(1)	“Close
                                         of Trading” means the Scheduled Closing Time of the Relevant Stock Exchange
                                         with respect to the Fund or any Successor Fund; and



 


		(2)	the
                                         “Scheduled Closing Time” of the Relevant Stock Exchange or any Related
                                         Futures or Options Exchange on any Trading Day for the Fund or any Successor Fund means
                                         the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures
                                         or Options Exchange on such Trading Day, without regard to after hours or any other trading
                                         outside the regular trading session hours.



 


Anti-dilution
Adjustments Relating to the Fund; Alternate Calculation


 


Anti-dilution
Adjustments 


 


The
Calculation Agent will adjust the Adjustment Factor as specified below if any of the events specified below occurs with respect
to the Fund and the effective date or ex-dividend date, as applicable, for such event is after the Pricing Date and on or prior
to the Calculation Day.


 


The
adjustments specified below do not cover all events that could affect the Fund. The Calculation Agent may, in its sole discretion,
make additional adjustments to any terms of this Security upon the occurrence of other events that affect or could potentially
affect the market price of, or shareholder rights in, the Fund, with a view to offsetting, to the extent practical, any such change,
and preserving the relative investment risks of this Security. In addition, the Calculation Agent may, in its sole discretion,
make adjustments or a series of adjustments that differ from those described herein if the Calculation Agent determines that such
adjustments do not properly reflect the economic consequences of the events specified herein or would not preserve the relative
investment risks of this Security. All determinations made by the Calculation Agent in making any adjustments to the terms of
this Security, including adjustments that are in addition to, or that differ from, those described herein, will be made in good
faith and a commercially reasonable manner, with the aim of ensuring an equitable result. In determining whether to make any adjustment
to the terms of this Security, the Calculation Agent may consider any adjustment made by the Options Clearing Corporation or any
other equity derivatives clearing organization on options contracts on the Fund.


 



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For
any event described below, the Calculation Agent will not be required to adjust the Adjustment Factor unless the adjustment would
result in a change to the Adjustment Factor then in effect of at least 0.10%. The Adjustment Factor resulting from any adjustment
will be rounded up or down, as appropriate, to the nearest one-hundred thousandth.


 


		(A)	Stock
                                         Splits and Reverse Stock Splits



 


If
a stock split or reverse stock split has occurred, then once such split has become effective, the Adjustment Factor will be adjusted
to equal the product of the prior Adjustment Factor and the number of securities which a holder of one share (or other applicable
security) of the Fund before the effective date of such stock split or reverse stock split would have owned or been entitled to
receive immediately following the applicable effective date.


 


		(B)	Stock
                                         Dividends



 


If
a dividend or distribution of shares (or other applicable securities) to which this Security is linked has been made by the Fund
ratably to all holders of record of such shares (or other applicable security), then the Adjustment Factor will be adjusted on
the ex-dividend date to equal the prior Adjustment Factor plus the product of the prior Adjustment Factor and the number of shares
(or other applicable security) of the Fund which a holder of one share (or other applicable security) of the Fund before the ex-dividend
date would have owned or been entitled to receive immediately following that date; provided, however, that no adjustment will
be made for a distribution for which the number of securities of the Fund paid or distributed is based on a fixed cash equivalent
value.


 


		(C)	Extraordinary
                                         Dividends



 


If
an Extraordinary Dividend (as defined below) has occurred, then the Adjustment Factor will be adjusted on the ex-dividend date
to equal the product of the prior Adjustment Factor and a fraction, the numerator of which is the Closing Price per share (or
other applicable security) of the Fund on the Trading Day preceding the ex-dividend date, and the denominator of which is the
amount by which the Closing Price per share (or other applicable security) of the Fund on the Trading Day preceding the ex-dividend
date exceeds the Extraordinary Dividend Amount (as defined below).


 


For
purposes of determining whether an Extraordinary Dividend has occurred:


 


		(1)	“Extraordinary
                                         Dividend” means any cash dividend or distribution (or portion thereof) that
                                         the Calculation Agent determines, in its sole discretion, is extraordinary or special;
                                         and



 


		(2)	“Extraordinary
                                         Dividend Amount” with respect to an Extraordinary Dividend for the securities
                                         of the Fund will equal the amount per share (or other applicable security) of the Fund
                                         of the applicable cash dividend or



 



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			distribution
                                         that is attributable to the Extraordinary Dividend, as determined by the Calculation
                                         Agent in its sole discretion.



 


A
distribution on the securities of the Fund described below under the section entitled “—Reorganization Events”
below that also constitutes an Extraordinary Dividend will only cause an adjustment pursuant to that “—Reorganization
Events” section.


 


		(D)	Other
                                         Distributions



 


If
the Fund declares or makes a distribution to all holders of the shares (or other applicable security) of the Fund of any non-cash
assets, excluding dividends or distributions described under the section entitled “—Stock Dividends” above,
then the Calculation Agent may, in its sole discretion, make such adjustment (if any) to the Adjustment Factor as it deems appropriate
in the circumstances. If the Calculation Agent determines to make an adjustment pursuant to this paragraph, it will do so with
a view to offsetting, to the extent practical, any change in the economic position of a holder of this Security that results solely
from the applicable event.


 


		(E)	Reorganization
                                         Events



 


If
the Fund, or any Successor Fund, is subject to a merger, combination, consolidation or statutory exchange of securities with another
exchange traded fund, and the Fund to which this Security is linked is not the surviving entity (a “Reorganization Event”),
then, on or after the date of such event, the Calculation Agent shall, in its sole discretion, make an adjustment to the Adjustment
Factor or the method of determining the Maturity Payment Amount or any other terms of this Security as the Calculation Agent determines
appropriate to account for the economic effect on this Security of such event, and determine the effective date of that adjustment.
If the Calculation Agent determines that no adjustment that it could make will produce a commercially reasonable result, then
the Calculation Agent may deem such event a Liquidation Event (as defined below).


 


Liquidation
Events


 


If
the Fund is de-listed, liquidated or otherwise terminated (a “Liquidation Event”), and a successor or substitute
exchange traded fund exists that the Calculation Agent determines, in its sole discretion, to be comparable to the Fund, then,
upon the Calculation Agent’s notification of that determination to the Trustee and the Company, any subsequent Fund Closing
Price for the Fund will be determined by reference to the Fund Closing Price of such successor or substitute exchange traded fund
(such exchange traded fund being referred to herein as a “Successor Fund”), with such adjustments as the Calculation
Agent determines are appropriate to account for the economic effect of such substitution on the holder of this Security.


 


If
the Fund undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that any Fund Closing Price
of the Fund is to be determined and the


 






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Calculation
Agent determines that no Successor Fund is available at such time, then the Calculation Agent will, in its discretion, calculate
the Fund Closing Price for the Fund on such date by a computation methodology that the Calculation Agent determines will as closely
as reasonably possible replicate the Fund, provided that if the Calculation Agent determines in its discretion that it is not
practicable to replicate the Fund (including but not limited to the instance in which the sponsor of the Underlying Index discontinues
publication of the Underlying Index), then the Calculation Agent will calculate the Fund Closing Price for the Fund in accordance
with the formula last used to calculate such Fund Closing Price before such Liquidation Event, but using only those securities
that were held by the Fund immediately prior to such Liquidation Event without any rebalancing or substitution of such securities
following such Liquidation Event.


 


If
a Successor Fund is selected or the Calculation Agent calculates the Fund Closing Price as a substitute for the Fund, such Successor
Fund or Fund Closing Price will be used as a substitute for the Fund for all purposes, including for purposes of determining whether
a Market Disruption Event exists.


 


If
any event is both a Reorganization Event and a Liquidation Event, such event will be treated as a Reorganization Event for purposes
of this Security unless the Calculation Agent makes the determination referenced in the last sentence of the section entitled
“—Anti-dilution Adjustments—Reorganization Events” above.


 


Alternate
Calculation


 


If
at any time the method of calculating the Fund or a Successor Fund, or the Underlying Index, is changed in a material respect,
or if the Fund or a Successor Fund is in any other way modified so that the Fund does not, in the opinion of the Calculation Agent,
fairly represent the price of the securities of the Fund or such Successor Fund had such changes or modifications not been made,
then the Calculation Agent may, at the close of business in New York City on the date that any Fund Closing Price is to be determined,
make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive
at a Closing Price of an exchange traded fund comparable to the Fund or such Successor Fund, as the case may be, as if such changes
or modifications had not been made, and calculate the Fund Closing Price and the Maturity Payment Amount with reference to such
adjusted Closing Price of the Fund or such Successor Fund, as applicable.


 


Calculation
Agent


 


The
Calculation Agent will determine the Maturity Payment Amount, the Starting Price and the Ending Price. In addition, the Calculation
Agent will (i) determine if adjustments are required to the Fund Closing Price and/or the Adjustment Factor under the circumstances
described in this Security, (ii) if the Fund undergoes a Liquidation Event, select a Successor Fund or, if no Successor Fund
is available, determine the Fund Closing Price of the Fund, and (iii) determine whether a Market Disruption Event or non-Trading
Day has occurred.


 



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


 


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


 


Tax
Considerations


 


The
Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed
to have agreed (in the absence of a statutory, regulatory, 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 September
7, 2021. This Security is not entitled to any sinking fund.


 


Acceleration


 


If
an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Maturity Payment
Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with
the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture
will be equal to the Maturity Payment Amount hereof calculated as provided herein as though the date of acceleration was the Calculation
Day.


 


 



 


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


 


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


 


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


 




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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


DATED:


 





	 	WELLS FARGO 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


 


Principal
at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF


due
September 7, 2021


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an indenture dated as of 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


 



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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


 



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


 


No
Personal Recourse


 


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


 




    14 


     


    

 


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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