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. 95001HHJ3

	FACE
AMOUNT:  $___________


	REGISTERED
NO. __

	 




  


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to the S&P 500® Index due October 1, 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) on the Stated Maturity Date (as defined below), unless this Security is automatically
called prior to the Stated Maturity Date as provided below under “Automatic Call,” and to pay Coupon Payments (as
defined below) on the Face Amount of this Security to the extent provided herein on the Coupon Payment Dates specified herein
at the Coupon Rate (as defined below) until the earlier of the Stated Maturity Date and the Call Settlement Date (as defined below),
if any. The “Initial Stated Maturity Date” shall be October 1, 2021. If the Final Calculation Day (as defined
below) is not postponed, the Initial Stated Maturity Date will be the “Stated Maturity Date.” If the Final
Calculation Day is postponed, the “Stated Maturity Date” shall be the later of (i) the Initial Stated
Maturity Date and (ii) three Business Days (as defined below) after the Final Calculation Day as postponed.


 


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


 


Automatic
Call


 


If
the Closing Level (as defined below) of the Index (as defined below) on the Call Date (as defined below) is greater than or equal
to the Starting Level (as defined below), this Security will be automatically called by the Company, and on the Call Settlement
Date the Holder hereof will receive the Call Price (as defined below) plus a final Coupon Payment. Unless the Company defaults
in the payment of the Call Price plus the final Coupon Payment, this Security will cease to be outstanding on such Call Settlement
Date, no additional Coupon Payments will be payable on this Security and


 






     




     


    

 


the Holder hereof will have no further rights under this
Security after such Call Settlement Date. The Holder hereof will not receive any notice from the Company in the event this Security
is automatically called pursuant to the terms hereof. The “Call Price” is equal to the Face Amount of this
Security. The “Call Settlement Date” shall be three Business Days after the Call Date, as the Call Date may
be postponed as provided herein. If the Call Date is postponed, the Call Settlement Date will be three Business Days after the
Call Date as postponed.


 


Payment
of Coupon Payments, the Maturity Payment Amount and the Call Price


 


On
each semi-annual Coupon Payment Date, the Company shall pay a Coupon Payment. A “Coupon Payment” shall be equal
to (i) the product of the Face Amount of this Security and the Coupon Rate, (ii) divided by 2. The “Coupon Payment Dates”
shall be October 1, 2020 or, if such day is not a Business Day, the next Business Day, the third Business Day following the Call
Date, as such Call Date may be postponed as herein provided, and the Stated Maturity Date. If the Call Date is postponed, the
related Coupon Payment Date will be three Business Days after the Call Date as postponed. The “Coupon Rate”
is 6.25% per annum. Coupon Payments will be rounded to the nearest cent, with one-half cent rounded upward. If a Coupon Payment
Date is postponed, the Coupon Payment due on that Coupon Payment Date will be made on that Coupon Payment Date as so postponed
with the same force and effect as if it had been made on the originally scheduled Coupon Payment Date, with no additional amount
accruing or payable as a result of the postponement.


 


A
Coupon Payment so payable, and punctually paid or duly provided for, on any Coupon 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 Coupon Payment next preceding such Coupon Payment Date. The Regular Record Date for a Coupon
Payment Date shall be the date one Business Day prior to such Coupon Payment Date.


 


Any
Coupon Payment 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 the Coupon Payments 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; provided, however, that, at the option of the Company, payment of Coupon
Payments 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. Payments of the Coupon Payment and the
Maturity Payment Amount or the Call Price, as applicable, 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. Notwithstanding the foregoing, for so long as this Security is a
Global Security registered in the name of the Depositary,


 






    2 




     


    

 


any payments on this Security will be made to the Depositary by wire
transfer of immediately available funds.


 


Payment
of the Maturity Payment Amount or the Call Price, as applicable, and the Coupon Payments on this Security will be made 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.


 


Definitions
Relating to Maturity Payment Amount, the Call Price and Coupon Payments


 


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


 


		●	if
                                         the Ending Level is greater than or equal to the Threshold Level: the Face Amount; or



 


		●	if
                                         the Ending Level is less than the Threshold Level:






	 	 	 
	 	



 


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.


 


“Index”
shall mean the S&P 500 Index.


 


The
“Pricing Date” shall mean March 24, 2020.


 


The
“Starting Level” is 2447.33, the Closing Level of the Index on the Pricing Date.


 


The
“Ending Level” will be the Closing Level of the Index on the Final Calculation Day.


 


The
“Threshold Level” is 1957.864, which is equal to 80% of the Starting Level.


 


The
“Multiplier” is equal to the Starting Level divided by the Threshold Level, which is 1.25.


 


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 “—Market Disruption Events,” “—Adjustments to the Index” and “—Discontinuance
of the Index.”


 


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


 






    3 




     


    

 


“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
“Calculation Days” shall be the Call Date and the Final Calculation Day. If either such day is not a Trading
Day, such Calculation Day will be postponed to the next succeeding Trading Day. A Calculation Day is also subject to postponement
due to the occurrence of a Market Disruption Event (as defined below). If a Market Disruption Event occurs or is continuing on
either Calculation Day, then such Calculation Day will be postponed to the first succeeding Trading Day on which a Market Disruption
Event has not occurred and is not continuing; however, if such first succeeding Trading Day has not occurred as of the eighth
Trading Day after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation Day.
If a Calculation Day has been postponed eight Trading Days after the originally scheduled Calculation Day and a Market Disruption
Event occurs or is continuing on such eighth Trading Day, the Calculation Agent will determine the Closing Level of the Index
on such eighth Trading Day in accordance with the formula for and method of calculating the Closing Level of the Index last in
effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any relevant security,
if a Market Disruption Event has occurred with respect to such security, its good faith estimate of the value of such security
at the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the
regular trading session of such Relevant Stock Exchange) on such date of each security included in the Index. As used herein,
“closing price” means, with respect to any security on any date, the Relevant Stock Exchange traded or quoted
price of such security as of the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual
closing time of the regular trading session of such Relevant Stock Exchange.


 


The
“Final Calculation Day” is September 28, 2021, subject to postponement as provided herein.


 


The
“Call Date” is March 29, 2021,subject to postponement as provided herein.


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the
Calculation Agent, as amended from time to time.


 


“Calculation
Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among
other things, the determination of whether this Security will be automatically called prior to stated maturity, the Call Price,
if any, and the Maturity Payment Amount, if any, 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.


 


Certain
Definitions 


 


A
“Trading Day” means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges
with respect to each security underlying the Index are scheduled to be 


 






    4 




     


    

 


open for trading for their respective regular trading sessions
and (ii) each Related Futures or Options Exchange is scheduled to be open for trading for its regular trading session.


 


The
“Relevant Stock Exchange” for any security underlying the Index means the primary exchange or quotation system
on which such security is traded, as determined by the Calculation Agent.


 


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


 


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 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 such 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
for purposes of calculating the Closing Level of the Index on any date of determination. Upon any selection by the Calculation
Agent of a Successor Equity Index, the Company will cause notice to be given to the Holder of this Security.


 


In
the event that the Index Sponsor discontinues publication of the Index prior to, and the discontinuance is continuing on, a Calculation
Day and the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will
calculate a substitute Closing Level for the Index in accordance with the formula for and method of calculating the Index last
in effect prior to the discontinuance, but using only those securities that comprised the Index immediately prior to that discontinuance.
If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for the Index, the Successor
Equity Index or level will be


 






    5 




     


    

 


used as a substitute for the Index for all purposes, including the purpose of determining whether
a Market Disruption Event exists.


 


If
on a Calculation Day the Index Sponsor fails to calculate and announce the level of the Index, the Calculation Agent will calculate
a substitute Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect
prior to the failure, but using only those securities that comprised the Index immediately prior to that failure; provided
that, if a Market Disruption Event occurs or is continuing on such day, then the provisions set forth above under the definition
of “Calculation Days” shall apply in lieu of the foregoing.


 


Market
Disruption Events 


 


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


 


		(A)	The
                                         occurrence or existence of a material suspension of or limitation imposed on trading
                                         by the Relevant Stock Exchanges or otherwise relating to securities which then comprise
                                         20% or more of the level of the Index or any Successor Equity Index at any time during
                                         the one-hour period that ends at the Close of Trading on that day, whether by reason
                                         of movements in price exceeding limits permitted by those Relevant Stock Exchanges or
                                         otherwise.



 


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



 


		(C)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, securities that then comprise 20% or more of the level of the
                                         Index or any Successor Equity Index on their Relevant Stock Exchanges at any time during
                                         the one-hour period that ends at the Close of Trading on that day.



 


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



 


		(E)	The
closure on any Exchange Business Day of the Relevant Stock Exchanges on which securities that then comprise 20% or more of the
level of the Index or any Successor Equity Index are traded or any Related Futures or Options Exchange 




 






    6 




     


    

 





			

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



  


		(F)	The
                                         Relevant Stock Exchange for any security underlying the Index or Successor Equity Index
                                         or any Related Futures or Options Exchange fails to open for trading during its regular
                                         trading session.



 


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


 


		(1)	the
                                         relevant percentage contribution of a security to the level of the Index or any Successor
                                         Equity Index will be based on a comparison of (x) the portion of the level of such
                                         index attributable to that security and (y) the overall level of the Index or Successor
                                         Equity Index, in each case immediately before the occurrence of the Market Disruption
                                         Event;



 


		(2)	the
                                         “Close of Trading” on any Trading Day for the Index or any Successor
                                         Equity Index means the Scheduled Closing Time of the Relevant Stock Exchanges with respect
                                         to the securities underlying the Index or Successor Equity Index on such Trading Day;
                                         provided that, if the actual closing time of the regular trading session of any such
                                         Relevant Stock Exchange is earlier than its Scheduled Closing Time on such Trading Day,
                                         then (x) for purposes of clauses (A) and (C) of the definition of “Market
                                         Disruption Event” above, with respect to any security underlying the Index or Successor
                                         Equity Index for which such Relevant Stock Exchange is its Relevant Stock Exchange, the
                                         “Close of Trading” means such actual closing time and (y) for purposes
                                         of clauses (B) and (D) of the definition of “Market Disruption Event”
                                         above, with respect to any futures or options contract relating to the Index or Successor
                                         Equity Index, the “Close of Trading” means the latest actual closing time
                                         of the regular trading session of any of the Relevant Stock Exchanges, but in no event
                                         later than the Scheduled Closing Time of the Relevant Stock Exchanges;



 


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



 


		(4)	an
                                         “Exchange Business Day” means any Trading Day for the Index or any
                                         Successor Equity Index on which each Relevant Stock Exchange for the securities underlying
                                         the Index or any Successor Equity Index and each Related Futures or Options Exchange
                                         are open for trading during their respective regular trading sessions, notwithstanding
                                         any such Relevant Stock Exchange or Related Futures or Options Exchange closing prior
                                         to its Scheduled Closing Time.



 






    7 




     


    

 


Calculation
Agent


 


The
Calculation Agent will determine whether this Security will be automatically called prior to stated maturity, the Call Price,
if any, and the Maturity Payment Amount, if any. In addition, the Calculation Agent will (i) determine if adjustments are
required to the Closing Level of the Index under the circumstances described in this Security, (ii) if publication of the
Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level
of the Index under the circumstances described in this Security, and (iii) determine whether a Market Disruption Event has
occurred.


 


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


 


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.


 


Redemption
and Repayment


 


This
Security is not subject to repayment at the option of the Holder hereof prior to October 1, 2021. Except as set forth above under
“Automatic Call,” this Security is not subject to redemption prior to October 1, 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 two sentences) 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, plus a portion of the final Coupon Payment.
The Maturity Payment Amount will be calculated as though the date of acceleration were the Final Calculation Day. The final Coupon
Payment will be prorated from and including the immediately preceding Coupon Payment Date to but excluding the date of acceleration.


 





 






 


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


 


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


 






    8 




     


    

 


 


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


 




    9 




     


    

 

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	 


 







 




    10 




     


    

[Reverse
of Note]


 


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to the S&P 500® Index due October 1, 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 Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal


 






    11 




     


    

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 to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable
pursuant to the


 






    12 




     


    

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 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 Coupon Payments, and the Maturity Payment Amount or the Call Price, as
applicable, 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 Coupon Payments or the Maturity Payment Amount or the Call Price, as applicable,
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 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.


 




    13 




     


    

 

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.


 








    15