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.
    95001HGN5	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 Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000®
Index and the Nasdaq-100 Index® due December 29, 2023


 


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 redeemed prior to the
Stated Maturity Date as provided below under “Optional Redemption,” and to pay Contingent Coupon Payments (as defined
below) on the Face Amount of this Security to the extent provided herein on the Contingent Coupon Payment Dates specified herein
at the Contingent Coupon Rate (as defined below) until the earlier of the Stated Maturity Date and the Optional Redemption Date
(as defined below), if any. The “Initial Stated Maturity Date” shall be December 29, 2023. 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 last 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.”


 


Optional
Redemption


 


The
Company may, at its option, redeem this Security, in whole but not in part, on any Optional Redemption Date (as defined below)
by giving notice to the Holder hereof on or before the Calculation Day (as defined below) immediately preceding that Optional
Redemption Date. If this


 



     


     


    

 


Security is redeemed, the Holder hereof will receive the Optional Redemption Price (as defined below)
plus a final Contingent Coupon Payment (as defined below), if any, on the applicable Optional Redemption Date. Unless the Company
defaults in the payment of the Optional Redemption Price plus the final Contingent Coupon Payment, if any, this Security will
cease to be outstanding on such Optional Redemption Date, no additional Contingent Coupon Payments will be payable on this Security
and the Holder hereof will have no further rights under this Security after such Optional Redemption Date. The “Optional
Redemption Price” is equal to the Face Amount of this Security. The “Optional Redemption Dates” shall
be the Contingent Coupon Payment Dates (as defined below) following each Calculation Day scheduled to occur from September 2020
to September 2023, inclusive.


  





Payment
of Contingent Coupon Payments, the Maturity Payment Amount and the Optional Redemption Price


 


On
each quarterly Contingent Coupon Payment Date, the Company shall pay a Contingent Coupon Payment if, and only if, the Closing
Level (as defined below) of the Lowest Performing Index (as defined below) on the related Calculation Day is greater than or equal
to its Threshold Level (as defined below). A “Contingent Coupon Payment,” if payable as provided herein, shall
be equal to (i) the product of the Face Amount of this Security and the Contingent Coupon Rate, (ii) divided by 4. The “Contingent
Coupon Payment Dates” shall be the third Business Day following each Calculation Day, as each such Calculation Day may
be postponed as herein provided, provided that the Contingent Coupon Payment Date with respect to the Final Calculation Day will
be the Stated Maturity Date. If a Calculation Day is postponed with respect to one or more Indices, the related Contingent Coupon
Payment Date will be three Business Days after the last Calculation Day as postponed. The “Contingent Coupon Rate”
is 17.00% per annum. Any Contingent Coupon Payments will be rounded to the nearest cent, with one-half cent rounded upward. If
a Contingent Coupon Payment Date is postponed, the Contingent Coupon Payment, if any, due on that Contingent Coupon Payment Date
will be made on that Contingent Coupon Payment Date as so postponed with the same force and effect as if it had been made on the
originally scheduled Contingent Coupon Payment Date, with no additional amount accruing or payable as a result of the postponement.


 


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


 


Any
Contingent 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.


 



    2 


     


    

 





Payment
of any Contingent Coupon Payment 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 any Contingent Coupon Payment 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 any Contingent Coupon Payment and the Maturity Payment Amount or the Optional Redemption 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, 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 Optional Redemption Price, as applicable, and any Contingent 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 Optional Redemption Price and Contingent Coupon Payments


 


If
this Security is not redeemed prior to the Stated Maturity Date as provided above under “Optional Redemption,” the
“Maturity Payment Amount” of this Security will equal:


 


		●	if
                                         the Ending Level of the Lowest Performing Index on the Final Calculation Day (as defined
                                         below) is greater than or equal to its Threshold Level: the Face Amount; or



 


		●	if
                                         the Ending Level of the Lowest Performing Index on the Final Calculation Day is less
                                         than its 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 each of the Dow Jones Industrial Average, the Russell 2000 Index and the Nasdaq-100 Index.


 


The
“Pricing Date” shall mean March 26, 2020.


 


The
“Lowest Performing Index” for any Calculation Day will be the Index with the lowest Performance Factor on that
Calculation Day (as such Calculation Day may be postponed for one or more Indices).


 



    3 


     


    

 





The
“Performance Factor” with respect to an Index on any Calculation Day is its Closing Level on such Calculation
Day divided by its Starting Level (expressed as a percentage).


 


The
“Starting Level” with respect to the Dow Jones Industrial Average is 22552.17, its Closing Level on the Pricing
Date, with respect to the Russell 2000 Index is 1180.319, its Closing Level on the Pricing Date, and with respect to the Nasdaq-100
Index is 7897.128, its Closing Level on the Pricing Date.


 


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


 


The
“Threshold Level” with respect to the Dow Jones Industrial Average is 15786.519, which is equal to 70% of its
Starting Level, with respect to the Russell 2000 Index is 826.2233, which is equal to 70% of its Starting Level, and with respect
to the Nasdaq-100 Index is 5527.9896, which is equal to 70% of its Starting Level.


 


The
“Closing Level” with respect to each Index on any Trading Day means the official closing level of that Index
reported by the relevant 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 an Index”
and “—Discontinuance of an Index.”


 


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


 


“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 26th day of each March, June, September and December, commencing
June 2020 and ending September 2023, and the Final Calculation Day. If any such day is not a Trading Day with respect to any Index,
such Calculation Day for each Index will be postponed to the next succeeding day that is a Trading Day with respect to each Index.
A Calculation Day for an Index is also subject to postponement due to the occurrence of a Market Disruption Event (as defined
below) with respect to such Index on such Calculation Day. The “Final Calculation Day” is December 26, 2023.
If a Market Disruption Event occurs or is continuing with respect to an Index on any Calculation Day, then such Calculation Day
for such Index will be postponed to the first succeeding Trading Day for such Index on which a Market Disruption Event for such
Index 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 Index after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation
Day for such Index. If a Calculation Day has been postponed eight Trading Days for an Index after the originally scheduled Calculation
Day and a Market Disruption Event occurs or is continuing with respect to such Index on such eighth Trading Day, the Calculation
Agent will determine the Closing Level of such Index on such eighth Trading Day in accordance with the formula for and method
of calculating the Closing Level of such Index last in effect prior to commencement of the Market Disruption Event, using the
closing price (or, with respect to any


 



    4 


     


    

 


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 that day of each security
included in such 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. Notwithstanding
the postponement of a Calculation Day for an Index due to a Market Disruption Event with respect to such Index on such Calculation
Day, the originally scheduled Calculation Day will remain the Calculation Day for any Index not affected by a Market Disruption
Event on such day.







 





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


 


“Calculation
Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among
other things, whether a Contingent Coupon Payment will be made, the Optional Redemption 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” with respect to an Index means a day, as determined by the Calculation Agent, on which (i) the
Relevant Stock Exchanges with respect to each security underlying such 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 such Index is scheduled to be open
for trading for its regular trading session.


 


The
“Relevant Stock Exchange” for any security underlying an 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 an 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
such Index.


 


Adjustments
to an Index


 


If
at any time the method of calculating an Index or a Successor Equity Index, or the closing level thereof, is changed in a material
respect, or if an 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


 



    5 


     


    

 


good faith judgment of the Calculation Agent, may be necessary in order to arrive
at a level of an index comparable to such 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 such Index or Successor Equity Index with reference to such index,
as so adjusted. Accordingly, if the method of calculating an 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 such 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 an Index


 


If
an Index Sponsor discontinues publication of an 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 such 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 such 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 an Index Sponsor discontinues publication of an 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 such Index in accordance with the formula for and method of calculating such Index last
in effect prior to the discontinuance, but using only those securities that comprised such Index immediately prior to that discontinuance.
If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for such Index, the Successor
Equity Index or level will be used as a substitute for such Index for all purposes, including the purpose of determining whether
a Market Disruption Event exists.


 


If
on a Calculation Day an Index Sponsor fails to calculate and announce the level of an Index, the Calculation Agent will calculate
a substitute Closing Level of such Index in accordance with the formula for and method of calculating such Index last in effect
prior to the failure, but using only those securities that comprised such Index immediately prior to that failure; provided
that, if a Market Disruption Event occurs or is continuing on such day with respect to such Index, 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” with respect to an 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 such Index or any Successor Equity



 



    6 


     


    

 


 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 such 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 such
                                         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 such 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 such Index or any Successor Equity Index
                                         are traded or any Related Futures or Options Exchange with respect to such 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 such Index or Successor Equity Index
                                         or any Related Futures or Options Exchange with respect to such Index or Successor Equity
                                         Index fails to open for trading during its regular trading session.



 



    7 


     


    

 





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


 


		(1)	the
                                         relevant percentage contribution of a security to the level of such 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 such 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 such Index or any Successor
                                         Equity Index means the Scheduled Closing Time of the Relevant Stock Exchanges with respect
                                         to the securities underlying such 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 such 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 such 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 such 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 such Index or any
                                         Successor Equity Index on which each Relevant Stock Exchange for the securities underlying
                                         such Index or any Successor Equity Index and each Related Futures or Options Exchange
                                         with respect to such 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.



 


Calculation
Agent


 


The
Calculation Agent will determine whether a Contingent Coupon Payment will be made, the Optional Redemption 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 an Index under the circumstances described in this Security, (ii) if publication of an Index is discontinued,
select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level of such Index under
the circumstances described in this Security, and (iii) determine whether a Market Disruption Event has occurred.


 



    8 


     


    

 





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 December 29, 2023. This Security is subject to
redemption prior to December 29, 2023 as set forth under “Optional Redemption” above. 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 a final Contingent Coupon
Payment, if any. The Maturity Payment Amount and any final Contingent Coupon Payment will be calculated as though the date of
acceleration were the Final Calculation Day. The final Contingent Coupon Payment, if any, will be prorated from and including
the immediately preceding Contingent 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.


 


[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 Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000®
Index and the Nasdaq-100 Index® due December 29, 2023


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an indenture dated as of April 25, 2018, as amended or supplemented from time to
time (herein called the “Indenture”), among the Company, as issuer, Wells Fargo & Company, as guarantor
(the “Guarantor”) and Citibank, N.A., as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series A, of the Company. The
amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity-
or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial
performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed
rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not
at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.


 


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


 


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


 


Guarantee


 


The
Securities of this series are fully and unconditionally guaranteed by the Guarantor as and to the extent set forth in the Indenture.


 


Modification
and Waivers 


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the


 



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







 





Defeasance


 


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


 


Authorized
Denominations


 


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


 


Registration
of Transfer


 


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


 


This
Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after
the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that
this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z) an Event
of Default with respect to the Securities


 



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represented hereby has occurred and is continuing. If this Security is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest at
the same rate, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating
a like amount.


 


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


 


Prior
to due presentment of this Security for registration of transfer, the Company, the 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 Contingent Coupon Payments, if any, and the Maturity Payment Amount or
the Optional Redemption 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 any Contingent Coupon Payments or the Maturity Payment Amount or the Optional Redemption
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.


 




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ABBREVIATIONS


 


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


 

	TEN
COM

	--

	as
tenants in common


	 

	 

	 


	TEN
ENT

	--

	as
tenants by the entireties


	 

	 

	 


	JT
TEN

	--

	as
joint tenants with right


	 

	 

	of
survivorship and not


	 

	 

	as
tenants in common




 

	UNIF
GIFT MIN ACT

	--

	 

	Custodian

	 


	 

	 

	(Cust)

	 

	(Minor)




 

Under
Uniform Gifts to Minors Act

 

	 

	 


	(State)

	 




  


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


 


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


 


Please
Insert Social Security or 


Other
Identifying Number of Assignee


 

	 

	 


	 

	 


	 


	 


	 






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

  




    14 


     


    

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


 

	Dated:

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 




  


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


 








    15