EX-4.2






Exhibit 4.2




Certificate D-[ ]



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.




WELLS FARGO & COMPANY

Incorporated under the laws of the State of Delaware

This certificate is transferrable in South St. Paul, Minnesota




     [     ] SHARES                    FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D



          This is to certify that the [                    ] is the registered owner of [               ]
([          ]) fully paid and non-assessable
shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series D, no par value and a liquidation preference of $1,000,000 per
share, of Wells Fargo & Company, a Delaware corporation (the “Corporation”), transferable on the
books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.




     Witness the seal of the Corporation and the signatures of its duly authorized officers.



     Dated: [          ]



	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:






	 	 	 	 	 	 	 
	 	 	Countersigned and registered:	 	 
	 	 	Wells Fargo & Bank, N.A.	 	 
	 	 	as Transfer Agent and Registrar	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signature	 	 






 









 







WELLS FARGO & COMPANY




     The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or special rights of each class of
stock or series thereof of the Corporation and the qualifications, limitations or restrictions of
such preferences and/or rights. Such request should be addressed to the Corporation or the
Transfer Agent.



     The following abbreviations, when used in the inscription on the face of this certificate,
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 rights of survivorship and not as tenants in common
	UNIF GIFT MIN
	 	 






							
	ACT —

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 
	 	 	under Uniform Gift to Minors Act

	 
	 	 	 	 	 	 
	 	 	 
	 	 	(State)







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



 









 





For Value Received, the undersigned hereby sells, assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




					
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDING ZIP CODE OF ASSIGNEE)



                                                             Shares



of the capital stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint
                                                       Attorney to transfer the said stock on the books of the
within named Corporation with full power of substitution in the premises.




Dated:                                         



NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER




Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.