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. 95001HHQ7	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 a Basket of One Index and Two ETFs


due
March 28, 2025


 


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 March 28, 2025. If the Calculation Day (as defined below) is not postponed for any Basket Component (as defined below),
the Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Calculation Day is postponed for
any Basket Component, 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 last 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 Value is greater than the Starting Value: the Face Amount plus:



 


 


  


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



 


		•	if
                                         the Ending Value is less than the Threshold Value: the Face Amount minus:



 


 


 


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.


 


“Basket”
shall mean a basket comprised of the following Basket Components, with the return of each Basket Component having the weighting
noted parenthetically: S&P 500® Index (60%); iShares® MSCI EAFE ETF (30%); and iShares®
MSCI Emerging Markets ETF (10%).


 


“Basket
Component” shall mean each of the S&P 500 Index, the iShares MSCI EAFE ETF and the iShares MSCI Emerging Markets
ETF.


 


The
“Pricing Date” shall mean March 25, 2020.


 


The
“Starting Value” is 100.


 


The
“Ending Value” will be calculated based on the weighted returns of the Basket Components and will be equal
to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 60% of the Component Return of the
S&P 500 Index; (B) 30% of the Component Return of the iShares MSCI EAFE ETF; and (C) 10% of the Component Return
of the iShares MSCI Emerging Markets ETF.


 


The
“Component Return” of a Basket Component will be equal to:


 


Final
Component Value – Initial Component Value


Initial
Component Value


 


where,


 


		●	the
                                         “Initial Component Value” is the Closing Value of such Basket Component
                                         on the Pricing Date, as set forth below; and



 






    2 


     


    

 


		●	the
                                         “Final Component Value” will be the Closing Value of such Basket Component
                                         on the Calculation Day.



 


The
Initial Component Values of the Basket Components are as follows: S&P 500 Index (2475.56); iShares MSCI EAFE ETF ($52.08);
and iShares MSCI Emerging Markets ETF ($34.07).


 


The
“Closing Value” means, with respect to the Index on any Trading Day, its Closing Level on that Trading Day,
and with respect to a Fund on any Trading Day, its Fund Closing Price on that Trading Day.


 


“Index”
shall mean the S&P 500 Index.


 


“Fund”
shall mean each of the iShares MSCI EAFE ETF and the iShares MSCI Emerging Markets ETF.


 


“Underlying
Index” shall mean each of the MSCI EAFE Index and MSCI Emerging Markets Index.


 


The
“Closing Level” of the Index on any Trading Day means the official closing level of the Index reported by the
Index Sponsor 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 “Adjustments to the Index,” “Discontinuance of the Index” and “Market Disruption Events.”


 


The
“Fund Closing Price” with respect to a Fund on any Trading Day means the product of (i) the Closing Price of
one share of such 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 such Fund on such Trading Day.


 


The
“Closing Price” for one share of a 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 such Fund (or any such other security) is
listed or admitted to trading.


 


The
“Adjustment Factor” means, with respect to a share of a 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 such
Fund. See “Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” below.


 


The
“Threshold Value” is 70, which is equal to 70% of the Starting Value.


 


The
“Participation Rate” is 205%.


 






    3 


     


    

 


“Index
Sponsor” shall mean the sponsor or publisher of the Index.


 


“Fund
Sponsor” shall mean the sponsor of a Fund.


 


“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” with respect to the Index 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 with respect to the Index is scheduled to be open
for trading for its regular trading session.


 


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.


 


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.


 


A
“Trading Day” with respect to a Fund means a day, as determined by the Calculation Agent, on which the Relevant
Stock Exchange and each Related Futures or Options Exchange with respect to such 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 a Fund means the primary exchange or quotation system on which shares (or other
applicable securities) of such Fund are traded, as determined by the Calculation Agent.


 


The
“Related Futures or Options Exchange” for a 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
such Fund.


 


The
“Calculation Day” shall be March 25, 2025. If such day is not a Trading Day with respect to any Basket Component,
the Calculation Day for each Basket Component will be postponed to the next succeeding day that is a Trading Day with respect
to each Basket Component. The Calculation Day for a Basket Component is also subject to postponement due to the occurrence of
a Market Disruption Event (as defined below) with respect to such Basket Component. If a Market Disruption Event occurs or is
continuing with respect to a Basket Component on the Calculation Day, then the Calculation Day for such Basket Component will
be postponed to the first succeeding Trading Day for such Basket Component on which a Market Disruption Event for such Basket
Component has not occurred and is not continuing; however, if such first succeeding Trading Day has not occurred as of the eighth
Trading Day for such Basket Component after the originally scheduled Calculation Day, that eighth Trading Day shall be



    4 


     


    

 


deemed
to be the Calculation Day for such Basket Component. If the Calculation Day has been postponed eight Trading Days for a Basket
Component after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to
such Basket Component on such eighth Trading Day, the Calculation Agent will determine the Closing Value of such Basket Component
on such eighth Trading Day (i) in the case of the Index, 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 and (ii) in the case of a Fund, based on its good faith estimate of the value of the shares (or other applicable securities)
of such Fund as of the close of trading on such date. As used in clause (i) of the immediately preceding sentence, “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. Notwithstanding a postponement of the Calculation Day for a particular
Basket Component due to a Market Disruption Event with respect to such Basket Component on such Calculation Day, the originally
scheduled Calculation Day will remain the Calculation Day for any Basket Component not affected by a Market Disruption Event.
See “—Market Disruption Events.”


 


“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 Ending Value 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 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


 






    5 


     


    

 


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 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 relevant Index Sponsor or any other entity
and calculate the Closing Value of the Index 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, the
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 the 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 with respect to the Index, 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” with respect to the Index 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 that day, whether by reason
                                         of movements in price exceeding limits permitted by those Relevant Stock Exchanges or
                                         otherwise.



 






    6 


     


    

 


		(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 with respect to the Index or any
                                         Successor Equity Index 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 with respect to the Index or Successor Equity
                                         Index fails to open for trading during its regular trading session.



 


For
purposes of determining whether a Market Disruption Event has occurred with respect to the Index:


 


		(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 Index or Successor
                                         Equity Index, in each case immediately before the occurrence of the Market Disruption
                                         Event;



 






    7 


     


    

 


		(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
                                         with respect to the Index or any Successor Equity Index 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.



 


A
“Market Disruption Event” means, with respect to a Fund, 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 such 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 such 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.



 






    8 


     


    

 


		(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 such 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 such 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 such 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.



 


		(F)	The
                                         Relevant Stock Exchange or any Related Futures or Options Exchange with respect to such
                                         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 with respect to a Fund:


 


		(1)	“Close
of Trading” means the Scheduled Closing Time of the Relevant Stock Exchange with respect to such 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 such 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 a Fund; Alternate Calculation


 


Anti-dilution
Adjustments 


 


The
Calculation Agent will adjust the Adjustment Factor with respect to a Fund as specified below if any of the events specified below
occurs with respect to such Fund and the


 






    9 


     


    

 


effective
date or ex-dividend date, as applicable, for such event is after the Pricing Date and on or prior to the Calculation Day for such
Fund.


 


The
adjustments specified below do not cover all events that could affect a 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, such 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 affected Fund.


 


For
any event described below, the Calculation Agent will not be required to adjust the Adjustment Factor for a Fund unless the adjustment
would result in a change to such 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 with respect to a Fund, then once such split has become effective, the Adjustment
Factor for such Fund will be adjusted to equal the product of the prior Adjustment Factor for such Fund and the number of securities
which a holder of one share (or other applicable security) of such 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) of a Fund has been made by such Fund ratably to all holders
of record of such shares (or other applicable security), then the Adjustment Factor for such Fund will be adjusted on the ex-dividend
date to equal the prior Adjustment Factor for such Fund plus the product of the prior Adjustment Factor for such Fund and the
number of shares (or other applicable security) of such Fund which a holder of one share (or other applicable security) of such
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 such Fund paid or distributed is based
on a fixed cash equivalent value.


 






    10 


     


    

 


		(C)	Extraordinary
                                         Dividends



 


If
an Extraordinary Dividend (as defined below) has occurred with respect to a Fund, then the Adjustment Factor for such Fund will
be adjusted on the ex-dividend date to equal the product of the prior Adjustment Factor for such Fund and a fraction, the numerator
of which is the Closing Price per share (or other applicable security) of such 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 such 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 a Fund will equal the amount per share
(or other applicable security) of such Fund of the applicable cash dividend or distribution that is attributable to the Extraordinary
Dividend, as determined by the Calculation Agent in its sole discretion.



 


A
distribution on the securities of a 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
a Fund declares or makes a distribution to all holders of the shares (or other applicable security) of such 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
a Fund, or any Successor Fund, is subject to a merger, combination, consolidation or statutory exchange of securities with another
exchange traded fund, and such Fund is not the surviving entity (a “Reorganization Event”), then, on or after
the date of such event, the Calculation Agent shall, in its sole


 






    11 


     


    

 


discretion,
make an adjustment to the Adjustment Factor for such Fund 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
a 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 such Fund, then,
upon the Calculation Agent’s notification of that determination to the Trustee and the Company, any subsequent Fund Closing
Price for such 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
a Fund undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that any Fund Closing Price
of such Fund is to be determined and the 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 such Fund on such date by a computation methodology
that the Calculation Agent determines will as closely as reasonably possible replicate such Fund, provided that if the Calculation
Agent determines in its discretion that it is not practicable to replicate such Fund (including but not limited to the instance
in which the sponsor of the relevant Underlying Index discontinues publication of that Underlying Index), then the Calculation
Agent will calculate the Fund Closing Price for such 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 such 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 a Fund, such Successor
Fund or Fund Closing Price will be used as a substitute for such Fund for all purposes, including for purposes of determining
whether a Market Disruption Event exists with respect to such Fund.


 


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 a Fund or a Successor Fund, or the related Underlying Index, is changed in a material respect,
or if a Fund or a Successor Fund is in any


 






    12 


     


    

 


other
way modified so that such fund does not, in the opinion of the Calculation Agent, fairly represent the price of the securities
of such 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 such 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 of such Fund and the Maturity Payment Amount with reference to such adjusted Closing
Price of such Fund or such Successor Fund, as applicable.


 


Calculation
Agent


 


The
Calculation Agent will determine the Maturity Payment Amount. In addition, the Calculation Agent will (i) determine the Closing
Values of the Basket Components under certain circumstances, (ii) determine if adjustments are required to the Closing Values
of the Basket Components under the circumstances described in this Security, (iii) if publication of the Index is discontinued,
select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Value of that Index under
the circumstances described in this Security, (iv) determine whether a Market Disruption Event or non-Trading Day has occurred,
and (v) if a Fund undergoes a Liquidation Event, select a Successor Fund or, if no Successor Fund is available, determine the
Fund Closing Price of such Fund.


 


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 March
28, 2025. 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


 






    13 


     


    

 


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]


 




    14 


     


    

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

	 




  




    15 


     


    

[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 a Basket of One Index and Two ETFs


due
March 28, 2025


 


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


 






    16 


     


    

 


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


 






    17 


     


    

 


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.


 




    18 


     


    

 


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)




 




    19 


     


    

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.


 




    20