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. 95001D4M9	PRINCIPAL AMOUNT: $_________




REGISTERED NO. ___


 


WELLS FARGO & COMPANY


 


MEDIUM-TERM NOTE, SERIES T


 


Due Nine Months or More From Date of
Issue


 


Notes due July 31, 2031


 





WELLS FARGO & COMPANY, a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & Co., or registered assigns, the principal sum of _________________________________________________________ DOLLARS
($________) on July 31, 2031 (the “Stated Maturity Date”) and to pay interest thereon from July 31, 2019 or
from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually on the last calendar
day of each January and July, commencing January 31, 2020, and at Maturity (each, an “Interest Payment Date”),
at the rate per annum specified below until the principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment Date shall be
one Business Day prior to such Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this Security
shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest Payment Date,
and without any interest or other payment with respect to the delay. “Business Day” shall mean a day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in New York, New York.


 


Except as described below for the first
Interest Period, on each Interest Payment Date, interest will be paid for the period commencing on and including the immediately
preceding Interest Payment Date and ending on and including the day immediately preceding that Interest


 











     


     


    

 





Payment Date. This period is referred to
as an “Interest Period.” The first Interest Period will commence on and include July 31, 2019 and end on and
include January 30, 2020. Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


	
        Commencing July 31, 2019 and

        

        ending July 30, 2025 

        
	 	
        3.00% per annum

	
        Commencing July 31, 2025 and

        

        ending July 30, 2029 

        
	 	
        3.50% per annum

	
        Commencing July 31, 2029 and

        

        ending July 30, 2031 

        
	 	
        4.00% per annum



 


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


 


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


 


This Security is redeemable
at the option of the Company, in whole but not in part, on any Optional Redemption Date at a Redemption Price equal to 100% of
the principal amount of this Security to be redeemed, plus any accrued but unpaid interest to, but excluding, the Redemption Date.
The “Optional Redemption Dates” are quarterly on the last calendar day of each January, April, July and October,
commencing July 31, 2020 and ending April 30, 2031. Notice of any redemption will be mailed at least 5 but not more than 30 days
before the applicable Redemption Date to the Holder hereof. Unless the Company defaults in the payment of the Redemption Price,
on or after the Redemption Date, interest will cease to accrue on this Security or the portion hereof called for redemption.


 








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This Security is not
subject to repayment at the option of the Holder hereof prior to July 31, 2031. This Security is not entitled to any sinking fund.


 


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


 


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


 


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





 



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


 


DATED:


 


	 	WELLS FARGO & COMPANY
	 	 	 
	 	By:	 
	 	 	 
	 	 	Its:



 


 


	 	Attest:	 
	 	 	 
	 	 	Its:



 


TRUSTEE’S CERTIFICATE OF


AUTHENTICATION


This is one of the Securities of the


series designated therein described


in the within-mentioned Indenture.


 


	CITIBANK, N.A.,	 
	 	as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 
	 	 	 
	 	OR	 
	 	 	 
	WELLS FARGO BANK, N.A.,
 as Authenticating Agent for the Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signature	 



 



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[Reverse of Note]


 


WELLS FARGO & COMPANY


 


MEDIUM-TERM NOTE, SERIES T


 


Due Nine Months or More From Date of
Issue


 


Notes due July 31, 2031


 


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


 


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


 


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


 


Modification and Waivers 


 


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


 



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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 with certain conditions set forth therein, shall not apply to this Security. The remaining provisions of Section 401
of the Indenture shall apply to this Security.


 


Authorized Denominations


 


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


 


Registration of Transfer


 


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


 


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


 


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


 


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


 



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


 


Obligation of the Company Absolute


 


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


 


No Personal Recourse


 


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


 


Defined Terms


 


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


 


Governing Law


 


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


 



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ABBREVIATIONS


 


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


 


	TEN COM	--	as tenants in common
	 	 	 
	TEN ENT	--	as tenants by the entireties
	 	 	 
	JT TEN	--	as joint tenants with right

of survivorship and
not

as tenants in common



 





	UNIF GIFT MIN ACT -- 	 	Custodian	 	 
	 	(Cust)	 	(Minor)	 



 


	Under Uniform Gifts to Minors Act	 
	 	 
	(State)	 



 


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


 


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


 


	Please Insert Social Security or
 Other Identifying Number of Assignee
	 	 



	 
	 
	 



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


 



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the within Security of WELLS FARGO &
COMPANY and does hereby irrevocably constitute and appoint __________________ attorney to transfer the said Security on the books
of the Company, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	 



 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.


 



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