WELLS FARGO & COMPANY 8-K


 


Exhibit 4.2


 


[Face of Note]


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


	CUSIP NO. 95001D3F5	PRINCIPAL AMOUNT:  $__________
	REGISTERED NO. __	 


 


 


WELLS FARGO & COMPANY


 


MEDIUM-TERM NOTE, SERIES T


 


Due Nine Months or More From Date of Issue


 


Notes Linked to 3 Month LIBOR due November
7, 2020


 


 


WELLS FARGO & COMPANY,
a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises
to pay to CEDE & Co., or registered assigns, the principal sum of ______________ _____________________ DOLLARS ($__________)
on November 7, 2020 (the “Stated Maturity Date”) and to pay interest thereon from November 7, 2018
or from the most recent Interest Payment Date to which interest has been paid or duly provided for quarterly on each February 7,
May 7, August 7 and November 7, commencing February 7, 2019, and at Maturity (each, an “Interest Payment
Date”), at the rate per annum specified below until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest next preceding such Interest Payment Date. The Regular Record Date for an Interest Payment
Date shall be one Business Day prior to such Interest Payment Date. If an Interest Payment Date is not a Business Day, interest
on this Security shall be payable on the next day that is a Business Day, with the same force and effect as if made on such Interest
Payment Date, and without any interest or other payment with respect to the delay. “Business Day” shall mean
a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in New York, New York.


 


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


 




    	  



    	 



    

Interest Payment Date and ending on and including
the day immediately preceding that Interest Payment Date. This period is referred to as an “Interest Period.”
The first Interest Period will commence on and include November 7, 2018 and end on and include February 6, 2019. Interest
on this Security will be computed on the basis of a 360-day year and the actual number of days in the applicable Interest Period.


 


The interest rate on this
Security that will apply during each Interest Period will be determined by the calculation agent for this Security (the “Calculation
Agent”) and will be equal to 3 month LIBOR on the Interest Determination Date for such Interest Period plus 0.15%, but
in no event will such rate be less than the Minimum Interest Rate nor more than the Maximum Interest Rate.


 


The “Interest
Determination Date” for each Interest Period will be two London Banking Days prior to the first day of such Interest
Period. A “London Banking Day” is any day on which commercial banks and foreign exchange markets settle payments
in London.


 


“3 month LIBOR”
means, for any Interest Determination Date, the arithmetic mean of the offered rates for deposits in U.S. dollars having a 3 month
maturity, commencing on the second London Banking Day immediately following that Interest Determination Date that appear on the
Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two offered rates appear
on the Designated LIBOR Page, provided that if the Designated LIBOR Page by its terms provides only for a single rate, that single
rate will be used. The “Designated LIBOR Page” means the display on Reuters, or any successor service, on page
LIBOR01, or any other page as may replace that page on that service, for the purpose of displaying the London Interbank rates for
U.S. dollars.


 


If (i) fewer than
two offered rates appear or (ii) no rate appears and the Designated LIBOR Page by its terms provides only for a single rate,
then the Calculation Agent will request the principal London offices of each of four major banks in the London Interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars
for a 3 month period commencing on the second London Banking Day immediately following that Interest Determination Date to prime
banks in the London Interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in
a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two
quotations are provided, 3 month LIBOR determined on that Interest Determination Date will be the arithmetic mean of those quotations.


 


If fewer than two quotations
are provided, 3 month LIBOR will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York, New York
on that Interest Determination Date by three major banks in New York, New York selected by the Calculation Agent for loans in U.S.
dollars to leading European banks, having a 3 month maturity and in a principal amount that is representative of a single transaction
in U.S. dollars in that market at that time.


 


If the banks so selected
by the Calculation Agent are not quoting as set forth above, 3 month LIBOR for that Interest Determination Date will remain 3 Month
LIBOR for the


 




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immediately preceding Interest Period or, if
none, the interest rate will be the interest rate applicable to the first Interest Period.


 


The “Minimum Interest
Rate” applicable to an Interest Period is 0.00% per annum.


 


The “Maximum Interest
Rate” applicable to an Interest Period is 4.00% per annum.


 


The Calculation Agent shall,
upon the request of a Holder of this Security, provide the interest rate then in effect and, if determined, the interest rate that
will become effective for the next Interest Period. All calculations of the Calculation Agent, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Company and the Holder hereof. The Calculation Agent shall notify the Paying
Agent of each determination of the interest applicable to this Security promptly after the determination is made. Wells Fargo Securities,
LLC will initially act as Calculation Agent. The Company may appoint a successor Calculation Agent with the written consent of
the Trustee.


 


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


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


This
Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to November 7,
2020. This Security is not entitled to any sinking fund.


__________________


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




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


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




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


DATED:



 


	 	WELLS FARGO & COMPANY
	 	 	 
	 	By:	 
	 	 	 
	 	 	Its:
	 	 	 
	 	 	 
	 	Attest:	 
	 	 	 
	 	 	Its:






 


TRUSTEE’S
CERTIFICATE OF


AUTHENTICATION


This
is one of the Securities of the 


series
designated therein described


in
the within-mentioned Indenture.


 







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




 


 




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[Reverse of Note]


 


 


WELLS FARGO & COMPANY


 


MEDIUM-TERM NOTE, SERIES T


 


Due Nine Months or More From Date of Issue


 


Notes Linked to 3 Month LIBOR due November
7, 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 February 21, 2017, as amended or supplemented from time to
time (herein called the “Indenture”), between the Company and Citibank, N.A., as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series T,
of the Company. The Securities of this series will bear interest at a fixed rate or a floating rate. The Securities of this series
may mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different
times or not at all and be denominated in different currencies.


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


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


Modification and Waivers 


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




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upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.


Defeasance


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


Authorized Denominations


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


Registration of Transfer


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


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


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


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




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


Obligation of the Company Absolute


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


No Personal Recourse


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


Defined Terms


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


Governing Law


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




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ABBREVIATIONS


 


 


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


 


	TEN COM	--	as tenants in common
	 	 	 
	TEN ENT	--	as tenants by the entireties
	 	 	 
	JT TEN	--	as joint tenants with right
	 	 	of survivorship and not
	 	 	as tenants in common







 


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




 





	Under Uniform Gifts to Minors Act	 
	 	 
	 	 
	(State)	 




 


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


 


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


 


	Please Insert Social Security or	 
	Other Identifying Number of Assignee
	 	 
	 	 




 


 


	 
	 
	 




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





 




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


 


 


	Dated:  	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 


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


 


 






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