wellsfargo-form8aseriesjp2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





Exhibit 4.2

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WELLS FARGO & 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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 INASUMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DEPOSITARY SHARES

DR

     DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH 

REPRESENTING 1/40th OF ONE SHARE OF 8.00% NON-CUMULATIVE

PERPETUAL CLASS A PREFERRED STOCK, SERIES J,

OF

WELLS FARGO & COMPANY

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 949746879

SEE REVERSE FOR CERTAIN DEFINITIONS

          U.S. BANK NATIONAL ASSOCIATION, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/40th of one share of 8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J, liquidation preference $1,000 per share, no par value per share (the “Stock”), of WELLS FARGO & COMPANY, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 21, 2007 (the “Deposit Agreement”), among the Corporation as successor to Wachovia Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.

          This Depositary Receipt is transferable in New York, New York.

Dated:

U.S. BANK NATIONAL ASSOCIATION, as Depositary

By: _______________________________________

       Authorized Officer






 


[FORM OF REVERSE OF RECEIPT] 

WELLS FARGO & COMPANY 








          THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS FOR THE 8.00% NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES J, OF WELLS FARGO & COMPANY. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

__________________________

          The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other 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 may be made to the Corporation or to the Depositary.

EXPLANATION OF ABBREVIATIONS

          The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.

	Abbreviation  	  	Equivalent Phrase  	  	Abbreviation 	  	Equivalent Phrase  
	


	  	


	  	


	  	



	JT TEN  	  	As joint tenants, with right  	  	TEN BY ENT  	  	As tenants by the entireties  
	  	  	of survivorship and not as  	  	  	  	  
	  	  	tenants in common  	  	  	  	  
	TEN IN COM  	  	As tenants in common  	  	UNIF GIFT MIN ACT  	  	Uniform Gifts to Minors  
	  	  	  	  	  	  	Act  



	Abbreviation  	  	Equivalent Word	  	Abbreviation	  	   Equivalent Word  	  	     Abbreviation  	  	 Equivalent Word  
	


	  	


	  	


	  	


	  	


	  	



	ADM  	  	Administrator(s),  	  	EX  	  	Executor(s),  	  	PAR  	  	Paragraph  
	  	  	Administratrix  	  	  	  	Executrix  	  	  	  	  
	AGMT  	  	Agreement  	  	FBO  	  	For the benefit of      PL  	  	Public Law  
	ART  	  	Article  	  	FDN  	  	Foundation  	  	TR  	  	(As) trustee(s),  
	  	  	  	  	  	  	  	  	  	  	for, of  
	CH  	  	Chapter  	  	GDN  	  	Guardian(s)  	  	U  	  	Under  
	CUST  	  	Custodian for  	  	GDNSHP  	  	Guardianship  	  	UA  	  	Under  
	  	  	  	  	  	  	  	  	  	  	agreement  
	DEC  	  	Declaration  	  	MIN  	  	Minor(s)  	  	UW  	  	Under will of,  
	  	  	  	  	  	  	  	  	  	  	Of will of,  
	  	  	  	  	  	  	  	  	  	  	Under last will  
	  	  	  	  	  	  	  	  	  	  	& testament  
	EST  	  	Estate, of Estate  	  	  	  	  	  	  	  	  
	  	  	of  	  	  	  	  	  	  	  	  







           For value received, _______________ hereby sell(s), assign(s) and transfer(s) unto

______________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF

ASSIGNEE






Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ____________________Attorney to transfer the said Depositary Shares on the books of the within named Depositary 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

                                this Receipt in every

                                particular, without

                                alteration or enlargement

                                or any change whatsoever.



SIGNATURE GUARANTEED

NOTICE: 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.