WELLS FARGO & COMPANY 8-K


 


Exhibit 4.1


 


[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. 95001HA84	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 SPDR® S&P®


Oil & Gas Exploration & Production
ETF, the SPDR® S&P®
Retail ETF


and the SPDR®
S&P® Biotech ETF due September 10, 2020


 


WELLS FARGO FINANCE
LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company,”
which term includes any successor corporation under and as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the Maturity Payment Amount (as defined
below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts, on the Stated Maturity Date. The “Initial Stated Maturity Date” shall be September 10,
2020. If the Calculation Day (as defined below) is not postponed, the Initial Stated Maturity Date will be the “Stated
Maturity Date.” If the Calculation Day is postponed, the “Stated Maturity Date” shall be the later
of (i) the Initial Stated Maturity Date and (ii) three Business Days (as defined below) after the 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 Price of the Lowest Performing Fund is greater than or equal to its Threshold Price: the Face Amount plus
the Contingent Fixed Return; or



		•	if the Ending Price of the Lowest Performing Fund is less than its Threshold Price: the Face Amount plus:



(Face Amount x Fund Performance of Lowest Performing
Fund)


 


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.


 


“Fund”
shall mean each of the SPDR S&P Oil & Gas Exploration & Production ETF, the SPDR S&P Retail ETF and the SPDR
S&P Biotech ETF.


 


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


 


The “Starting
Price” with respect to the SPDR S&P Oil & Gas Exploration & Production ETF is $21.25, its Fund Closing
Price on the Pricing Date, with respect to the SPDR S&P Retail ETF is $39.55, its Fund Closing Price on the Pricing Date, and
with respect to the SPDR S&P Biotech ETF is $80.06, its Fund Closing Price on the Pricing Date.


 


The “Lowest Performing
Fund” will be the Fund with the lowest Fund Performance as measured from its Starting Price to its Ending Price.


 


The “Fund Performance”
with respect to a Fund is the percentage change from its Starting Price to its Ending Price, measured as follows:


 


Ending Price – Starting Price

Starting Price


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.


 




    	 	2	 



    	 



    

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


 


The “Threshold
Price” with respect to the SPDR S&P Oil & Gas Exploration & Production ETF is $12.75, which is equal
to 60% of its Starting Price, with respect to the SPDR S&P Retail ETF is $23.73, which is equal to 60% of its Starting Price,
and with respect to the SPDR S&P Biotech ETF is $48.036, which is equal to 60% of its Starting Price.


 


The “Contingent
Fixed Return” is 12.70% of the Face Amount of this Security.


 


“Underlying Index”
shall mean each of the S&P Oil & Gas Exploration & Production Select Industry Index, the S&P Retail Select
Industry Index and the S&P Biotechnology Select Industry 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.


 


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 September 4, 2020. If such day is not a Trading Day with respect to any Fund, the Calculation Day
for each Fund will be postponed to the next succeeding day that is a Trading Day with respect to each Fund. The Calculation Day
for a Fund is also subject to postponement due to the occurrence of a Market Disruption Event (as defined below) with respect to
such Fund. If a Market Disruption Event occurs or is continuing with respect to a Fund on the Calculation Day, then the Calculation
Day for such Fund will be postponed to the first succeeding Trading Day for such Fund on which a Market Disruption Event for such
Fund 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 Fund after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation
Day for such Fund. If the Calculation Day has been postponed eight Trading Days for a Fund after the originally scheduled Calculation
Day and a Market Disruption Event occurs or is continuing




    	 	3	 



    	 



    

with respect to such Fund on such eighth Trading
Day, the Calculation Agent will determine the Closing Price of such Fund on such eighth Trading Day 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 eighth Trading Day.
Notwithstanding the postponement of the Calculation Day for a Fund due to a Market Disruption Event with respect to such Fund on
the Calculation Day, the originally scheduled Calculation Day will remain the Calculation Day for any Fund not affected by a Market
Disruption Event on such day. 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 Price 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.


 


Market Disruption Events 


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.



		(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.





    	 	4	 



    	 



    

		(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 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




    	 	5	 



    	 



    

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.


		(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




    	 	6	 



    	 



    

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 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




    	 	7	 



    	 



    

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 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




    	 	8	 



    	 



    

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 Prices of the
Funds under certain circumstances, (ii) determine if adjustments are required to the Closing Prices of the Funds under the circumstances
described in this Security, (iii) determine whether a Market Disruption Event or non-Trading Day has occurred, and (iv) 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 September 10,
2020. This Security is not entitled to any sinking fund.


Acceleration


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


__________________




    	 	9	 



    	 



    

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]




    	 	10	 



    	 



    

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

	
 




 




    	 	11	 



    	 



    

[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 SPDR® S&P®


Oil & Gas Exploration & Production
ETF, the SPDR® S&P®
Retail ETF


and the SPDR®
S&P® Biotech ETF due September 10, 2020


 


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




    	 	12	 



    	 



    

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




    	 	13	 



    	 



    

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


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


Prior to due presentment
of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice
to the contrary.


Obligation of the Company Absolute


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


No Personal Recourse


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


Defined Terms


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


Governing Law


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




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ABBREVIATIONS


 

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

 

	
TEN COM

	
--

	
as tenants in common


	
 

	
 

	
 


	
TEN ENT

	
--

	
as tenants by the entireties


	
 

	
 

	
 


	
JT TEN

	
--

	
as joint tenants with right


	
 

	
 

	
of survivorship and not


	
 

	
 

	
as tenants in common




 

	
UNIF GIFT MIN ACT  -- 

	
 

	
Custodian

	
 

	
 


	
 

	
(Cust)

	
 

	
(Minor)

	
 




 

	
Under Uniform Gifts to Minors Act

	
 


	
 

	
 


	
 

	
 


	
(State)

	
 




 

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

 

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

 

Please Insert Social Security or

 

Other Identifying Number of Assignee

 

	
 

	
 




 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 




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


 

 


 




    	 	15	 



    	 



    

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


 


 


Dated: _________________________


 


	 	 
	 	 
	 	 
	 	 


 


 


 


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


 


 


 


 



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