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. 94988U185	PRINCIPAL AMOUNT: $________






	ISIN NO. US94988U1850	 






	REGISTERED NO. ____	 






 


WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES S


 


Due
Nine Months or More From Date of Issue


 


Market-Linked
Step Up Notes Linked to the S&P 500® Index


 


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, an amount equal to the Redemption 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 March 26, 2021 (the “Stated Maturity Date”). 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. 


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




    	 	 	 



    	 



    

Determination
of Redemption Amount


The
“Redemption Amount” of this Security will equal:


 


		•	if
                                         the Ending Value is greater than the Step Up Value: the Principal Amount plus:






 


 


		•	if
                                         the Ending Value is greater than or equal to the Starting Value but is equal to or less
                                         than the Step Up Value: the Principal Amount plus the Step Up Payment; or



 


		•	if
                                         the Ending Value is less than the Starting Value: the Principal Amount minus:












 


 


All
calculations with respect to the Redemption 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 Redemption Amount will be rounded to the nearest cent, with
one-half cent rounded upward.


 


“Index”
shall mean the S&P 500® Index.


 


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


 


The
“Step Up Payment” is 13.91% of the Principal Amount.


 


The
“Starting Value” is 2,815.44, the Closing Level of the Index on the Pricing Date.


 


The
“Closing Level” of the Index on any Market Measure Business Day means the official closing level of the Index
reported by the Index Publisher on such Market Measure Business Day, subject to the provisions set forth below under “Discontinuance
of the Index,” “Adjustments to the Index” and “Market Disruption Events.”


 


The
“Step Up Value” is 3,207.07, which is equal to 113.91% of the Starting Value, rounded to two decimal places.


 


The
“Ending Value” will be the Closing Level of the Index on the Calculation Day (as defined below), subject to
the provisions set forth below under “Market Description Events.”


 


The
“Threshold Value” is 2,815.44, which is equal to 100% of the Starting Value.


 


A
“Market Measure Business Day” means a day on which (1) the New York Stock Exchange (the “NYSE”)
and The Nasdaq Stock Market, or their successors, are open for trading and (2) the Index or any Successor Index (as defined
below) is calculated and published.


 




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“Index
Publisher” shall mean S&P Dow Jones Indices LLC.


 


The
“Calculation Day” is March 19, 2021, subject to the provisions set forth below under “Market Disruption
Events.”


 


“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.


 


“Joint
Calculation Agency Agreement” shall mean the Joint Calculation Agency Agreement dated as of July 18, 2016, as amended
by the letter agreement dated as of February 26, 2018, each between the Company and the Calculation Agents, and each as may
be further amended from time to time.


 


“Calculation
Agents” shall mean the Persons that have entered into the Joint Calculation Agency Agreement with the Company providing
for, among other things, the determination of the Ending Value, the Step-Up Payment and the Redemption Amount, which term shall,
unless the context otherwise requires, include their successors under such Joint Calculation Agency Agreement. The initial Calculation
Agents shall be Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Pursuant to the Joint
Calculation Agency Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance
of this Security without the consent of the Holder of this Security and without notifying the Holder of this Security.


 


Adjustments
to the Index


If,
after the Pricing Date, the Index Publisher makes a material change in the method of calculating the Index or in another way that
changes the Index such that it does not, in the opinion of the Calculation Agents, fairly represent the level of the Index had
those changes or modifications not been made, the Calculation Agents will, at the close of business in New York, New York, on
each date that the Closing Level is to be calculated, make adjustments to the Index. Those adjustments will be made in good faith
as necessary to arrive at a calculation of a level of the Index as if those changes or modifications had not been made, and the
Calculation Agents shall calculate the Closing Level of the Index, as so adjusted.


Discontinuance
of the Index


If,
after the Pricing Date, the Index Publisher discontinues publication of the Index, and the Index Publisher or another entity then
publishes a substitute index that the Calculation Agents determine, in their sole discretion, to be comparable to the original
Index (a “Successor Index”), the Calculation Agents will substitute the Successor Index as calculated by the
relevant Index Publisher or any other entity and calculate the Ending Value as described in the definition of “Ending Value”
above. If the Calculation Agents select a Successor Index, the Calculation Agents will give written notice of the selection to
the Trustee, to the Company, and to the Holder hereof.




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If
the Index Publisher discontinues publication of the Index before the Calculation Day and the Calculation Agents do not select
a Successor Index, then on the day that would otherwise be the Calculation Day, until the earlier to occur of:


		•	the
                                         determination of the Ending Value; and



		•	a
                                         determination by the Calculation Agents that a Successor Index is available,



the
Calculation Agents will compute a substitute level for the Index in accordance with the procedures last used to calculate the
Index before any discontinuance. The Calculation Agents will make available to the Holder hereof information regarding those levels
by means of Bloomberg L.P., Thomson Reuters, a website, or any other means selected by the Calculation Agents in their reasonable
discretion.


If
a Successor Index is selected or the Calculation Agents calculate a level as a substitute for the Index, the Successor Index or
level will be used as a substitute for all purposes, including for the purpose of determining whether a Market Disruption Event
exists.


Market
Disruption Events 


“Market
Disruption Event” means one or more of the following events, as determined by the Calculation Agents in their sole discretion:


		(A)	the
                                         suspension of or material limitation on trading, in each case, for more than two consecutive
                                         hours of trading, or during the one-half hour period preceding the close of trading,
                                         on the primary exchange where the securities included in the Index trade (without taking
                                         into account any extended or after-hours trading session), in 20% or more of the securities
                                         which then compose the Index or any Successor Index; and



		(B)	the
                                         suspension of or material limitation on trading, in each case, for more than two consecutive
                                         hours of trading, or during the one-half hour period preceding the close of trading,
                                         on the primary exchange that trades options contracts or futures contracts related to
                                         the Index (without taking into account any extended or after-hours trading session),
                                         whether by reason of movements in price otherwise exceeding levels permitted by the relevant
                                         exchange or otherwise, in options contracts or futures contracts related to the Index,
                                         or any Successor Index.



For
the purpose of determining whether a Market Disruption Event has occurred:


		1)	a
                                         limitation on the hours in a trading day and/or number of days of trading will not constitute
                                         a Market Disruption Event if it results from an announced change in the regular business
                                         hours of the relevant exchange;



		2)	a
                                         decision to permanently discontinue trading in the relevant futures or options contracts
                                         related to the Index, or any Successor Index, will not constitute a Market Disruption
                                         Event;





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		3)	a
                                         suspension in trading in a futures or options contract on the Index, or any Successor
                                         Index, by a major securities market by reason of (a) a price change violating limits
                                         set by that securities market, (b) an imbalance of orders relating to those contracts,
                                         or (c) a disparity in bid and ask quotes relating to those contracts will constitute
                                         a suspension of or material limitation on trading in futures or options contracts related
                                         to the Index;



		4)	a
                                         suspension of or material limitation on trading on the relevant exchange will not include
                                         any time when that exchange is closed for trading under ordinary circumstances; and



		5)	if
                                         the Index has component securities listed on the NYSE, for the purpose of clause (A) above,
                                         any limitations on trading during significant market fluctuations under NYSE Rule 80B,
                                         or any applicable rule or regulation enacted or promulgated by the NYSE or any other
                                         self-regulatory organization or the Securities and Exchange Commission of similar scope
                                         as determined by the Calculation Agents, will be considered “material.”



If
the scheduled Calculation Day is determined by the Calculation Agents not to be a Market Measure Business Day by reason of an
extraordinary event, occurrence, declaration, or otherwise, or if there is a Market Disruption Event on that day, the Calculation
Day will be the immediately succeeding Market Measure Business Day during which no Market Disruption Event occurs or is continuing;
provided that the Ending Value will be determined (or, if not determinable, estimated) by the Calculation Agents in a commercially
reasonable manner on a date no later than the second scheduled Market Measure Business Day prior to the Stated Maturity Date,
regardless of the occurrence of a Market Disruption Event on that day.


Calculation
Agent


The
Calculation Agents have the sole discretion to make all determinations regarding this Security as described in this Security,
including determinations regarding the Starting Value, the Step Up Value, the Threshold Value, the Ending Value, the Index, the
Redemption Amount, the Step Up Payment, any Market Disruption Events, a Successor Index, Market Measure Business Days, Business
Days, the Calculation Day, non-Calculation Days, and determinations related to any adjustments to, or discontinuance of, the Index.
Absent manifest error, all determinations of the Calculation Agents will be conclusive for all purposes and final and binding
on the Holder hereof and the Company, without any liability on the part of the Calculation Agents.


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.


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




    	 	5	 



    	 



    

purposes
to characterize and treat this Security as a prepaid derivative contract that is an “open transaction.”


Redemption
and Repayment


This
Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to March
26, 2021. This Security is not entitled to any sinking fund.


Acceleration


If
an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Redemption
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 Redemption Amount described under “Determination of Redemption Amount,” determined as if the
date of acceleration were the Calculation Day.


__________________


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


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




    	 	6	 



    	 



    

 


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	 	 





  




    	 	7	 



    	 



    

[Reverse
of Note]


 


 


WELLS
FARGO & COMPANY


 


MEDIUM-TERM
NOTE, SERIES S


 


Due
Nine Months or More From Date of Issue


 


Market-Linked
Step Up Notes Linked to the S&P 500 ® Index


 


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 S, 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.


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




    	 	8	 



    	 



    

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 “Principal 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 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 $10 or any amount in excess thereof which is
an integral multiple of $10.


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, 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




    	 	9	 



    	 



    

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 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 Redemption 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 Redemption 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, 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.




    	 	10	 



    	 



    

 


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)


 




    	 	11	 



    	 



    

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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