EX-4.2



 Exhibit 4.2 
 DEPOSIT AGREEMENT 
 among 

BANC OF CALIFORNIA, INC., 
 COMPUTERSHARE INC. and 
 COMPUTERSHARE TRUST COMPANY, N.A., collectively, as
Depositary, 
 and 
 THE HOLDERS FROM TIME TO TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

 Dated as of April 8, 2015 







 TABLE OF CONTENTS 
  

									
	 ARTICLE I DEFINED TERMS
		 	1	  
				
	    Section 1.1				Definitions		 	1	  
		
	 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES D PREFERRED STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
		 	3	  
				
	    Section 2.1				Form and Transfer of Receipts		 	3	  
	    Section 2.2				Deposit of Series D Preferred Stock; Execution and Delivery of Receipts in Respect Thereof		 	4	  
	    Section 2.3				Registration of Transfer of Receipts		 	5	  
	    Section 2.4				 Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series D Preferred Stock
		 	5	  
	    Section 2.5				Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts		 	6	  
	    Section 2.6				Lost Receipts, etc.		 	7	  
	    Section 2.7				Cancellation and Destruction of Surrendered Receipts		 	7	  
	    Section 2.8				Redemption of Series D Preferred Stock		 	7	  
	    Section 2.9				Deposits		 	8	  
	    Section 2.10				Receipts Issuable in Global Registered Form		 	9	  
		
	 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
		 	10	  
				
	    Section 3.1				Filing Proofs, Certificates and Other Information		 	10	  
	    Section 3.2				Payment of Taxes or Other Governmental Charges		 	10	  
	    Section 3.3				Warranty as to Series D Preferred Stock		 	10	  
	    Section 3.4				Warranty as to Receipts		 	10	  
		
	 ARTICLE IV THE DEPOSITED SECURITIES; NOTICES
		 	10	  
				
	    Section 4.1				Cash Distributions		 	10	  
	    Section 4.2				Distributions Other than Cash, Rights, Preferences or Privileges		 	11	  
	    Section 4.3				Subscription Rights, Preferences or Privileges		 	11	  
	    Section 4.4				Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts		 	12	  
	    Section 4.5				Voting Rights		 	13	  
	    Section 4.6				Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.		 	13	  
	    Section 4.7				Delivery of Reports		 	14	  
	    Section 4.8				Lists of Receipt Holders		 	14	  


  
 i 









									
	 ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION
		 	14	  
				
	    Section 5.1				Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar		 	14	  
	    Section 5.2				 Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation
		 	15	  
	    Section 5.3				Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation		 	15	  
	    Section 5.4				Resignation and Removal of the Depositary; Appointment of Successor Depositary		 	17	  
	    Section 5.5				Corporate Notices and Reports		 	17	  
	    Section 5.6				Indemnification by the Corporation		 	18	  
	    Section 5.7				Fees, Charges and Expenses		 	18	  
		
	 ARTICLE VI AMENDMENT AND TERMINATION
		 	18	  
				
	    Section 6.1				Amendment		 	19	  
	    Section 6.2				Termination		 	19	  
		
	 ARTICLE VII MISCELLANEOUS
		 	19	  
				
	    Section 7.1				Counterparts		 	19	  
	    Section 7.2				Exclusive Benefit of Parties		 	20	  
	    Section 7.3				Invalidity of Provisions		 	20	  
	    Section 7.4				Notices		 	20	  
	    Section 7.5				Depositary’s Agents		 	20	  
	    Section 7.6				Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of Receipts		 	21	  
	    Section 7.7				Holders of Receipts Are Parties		 	21	  
	    Section 7.8				Governing Law		 	21	  
	    Section 7.9				Inspection of Deposit Agreement		 	21	  
	    Section 7.10				Headings		 	21	  
	    Section 7.11				Confidentiality		 	21	  
	    Section 7.12				Further Assurances		 	21	  


  
 ii 








 DEPOSIT AGREEMENT dated as of April 8, 2015, by and among (i) Banc of California, Inc.,
a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and
together with Computershare, collectively, the “Depositary”), and (iii) the Holders from time to time of the Receipts described herein. 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series D Preferred Stock
of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series D Preferred Stock so deposited; and 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows: 
 ARTICLE I 

DEFINED TERMS 
 Section 1.1
Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: 

“Articles Supplementary” shall mean the relevant Articles Supplementary to the Charter of the Corporation filed with the State
Department of Assessments and Taxation of Maryland establishing the Series D Preferred Stock as a series of preferred stock of the Corporation. 

“Corporation” shall mean Banc of California, Inc., a Maryland corporation, and its successors. 

“Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms
hereof. 
 “Depositary” shall be defined as indicated in the preamble, above,. and shall include any successor as Depositary
hereunder. 
 “Depositary Shares” shall mean the depositary shares, each representing 1/40th of one share of the Series D
Preferred Stock, evidenced by a Receipt. 
 “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to
Section 7.5. 

  
 1 








 “Depositary’s Office” shall mean the principal office of the Depositary at which
at any particular time its depositary receipt business shall be administered, which is currently in Jersey City, New Jersey. 

“DTC” shall mean the Depository Trust Company. 

“Effective Date” shall mean the date first stated above. 

“Exchange Event” shall mean with respect to any Global Registered Receipt: 

(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it
is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has
not appointed a qualified successor Global Receipt Depository within 90 calendar days after the Corporation received such notice, or 
 (2)
the Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt
or Global Registered Receipts. 
 “Global Receipt Depository” shall mean, with respect to any Receipt issued hereunder, DTC or
such other entity designated as Global Receipt Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the
Securities Exchange Act of 1934, as amended. 
 “Global Registered Receipts” shall mean a global registered Receipt registered in
the name of a nominee of DTC. 
 “Letter of Representations” shall mean any applicable agreement among the Corporation, the
Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from
time to time and any successor agreement thereto. 
 “Officer’s Certificate” shall mean a certificate in substantially the
form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series D Preferred Stock to be issued by the Corporation and deposited with the Depositary from time
to time in accordance with the terms hereof. 
 “Receipt” shall mean one of the depositary receipts issued hereunder,
substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series D Preferred Stock held of record by the Record Holder of such
Depositary Shares. 

  
 2 








 “Record Holder” or “Holder” as applied to a Receipt shall mean the person in
whose name such Receipt is registered on the books of the Depositary maintained for such purpose. 
 “Redemption Date” shall have
the meaning set forth in Section 2.8. 
 “Registrar” shall mean the Depositary or such other successor bank or trust
company which shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Depositary
shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose. 
 “Securities
Act” shall mean the Securities Act of 1933, as amended. 
 “Series D Preferred Stock” shall mean the shares of the
Corporation’s 7.375% Non-Cumulative Perpetual Preferred Stock, Series D, $0.01 par value, with a liquidation preference of $1,000 per share, designated in the Articles Supplementary. 

ARTICLE II 
 FORM OF RECEIPTS,
DEPOSIT OF SERIES D PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 
 Section 2.1 Form and Transfer of
Receipts. The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise
prepared so as to comply with the applicable rules of The New York Stock Exchange. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2, shall
execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of
Section 2.2. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this
Agreement as definitive Receipts. Notwithstanding anything in this Deposit Agreement to the contrary, Receipts may be issued electronically or otherwise in book-entry format. 

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by facsimile signature by a duly authorized officer of the Depositary or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed, by manual or 

  
 3 








 
facsimile signature of a duly authorized officer of the Depositary and countersigned by manual or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record
on its books each Receipt so signed and delivered as hereinafter provided. 
 Receipts shall be in denominations of any number of whole
Depositary Shares. 
 Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any
securities exchange upon which the Series D Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular
Receipts are subject. 
 Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed
instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the
Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to
dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 
 Section 2.2 Deposit of
Series D Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series D Preferred Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series D Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or
endorsement, in form satisfactory to the Depositary, together with an executed Officer’s Certificate attaching the Articles Supplementary and all other information required to be set forth therein, and together with a written order of the
Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited
Series D Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the
Depositary and the Holders of Receipts to which such Officer’s Certificate relates. 
 The Series D Preferred Stock that is deposited
shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series D Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of a certificate or certificates for Series D Preferred Stock deposited in accordance with the provisions of
this Section 2.2, together with the other documents required as above specified, and upon recordation of the Series D Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary


  
 4 








 
or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order
delivered to the Depositary in accordance with the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series D Preferred Stock so deposited and
registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate.
Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 
 Section 2.3 Registration of Transfer of
Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer. Such instrument of transfer shall include evidence of the authority of the party seeking transfer which shall include a signature guarantee from an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary. Thereupon, the Depositary shall execute a new Receipt
or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. 

The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15
days next preceding any selection of Depositary Shares and Series D Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any
Receipt called or being called for redemption in whole or in part except as provided in Section 2.8. 
 Section 2.4 Split-ups and
Combinations of Receipts; Surrender of Receipts and Withdrawal of Series D Preferred Stock. Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a
split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the
aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered. 

Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series D Preferred Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to
such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series D Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but Holders of such whole shares of Series D Preferred Stock will not thereafter be entitled to deposit such Series D Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the
Holder to the Depositary in connection with such 

  
 5 








 
withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series D Preferred Stock, the Depositary shall at
the same time, in addition to such number of whole shares of Series D Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt
evidencing such excess number of Depositary Shares. 
 In no event will fractional shares of Series D Preferred Stock (or any cash payment
in lieu thereof) be delivered by the Depositary. Delivery of the Series D Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate. 
 If the Series D Preferred Stock and the money and other property, if any, being withdrawn are to be
delivered to a person or persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary
may require that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Series D Preferred Stock and money and other property, if any, be properly endorsed in blank or accompanied by a properly executed instrument of
transfer in blank. 
 Delivery of the Series D Preferred Stock and the money and other property, if any, represented by Receipts surrendered
for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at
such other place as may be designated by such Holder. 
 Section 2.5 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment
to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt pursuant to
Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish
consistent with the provisions of this Deposit Agreement and/or applicable law. 
 The deposit of the Series D Preferred Stock may be
refused, the delivery of Receipts against Series D Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended
(i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from
time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. 

Section 2.6 Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute
and deliver a Receipt of like form and tenor 

  
 6 








 
in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the
Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing the Depositary with an affidavit
and an open penalty surety bond satisfactory to the Depositary. Applicants for such substitute Receipts shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may prescribe and as required by
Section 8-405 of the Uniform Commercial Code in effect in the State of Maryland. 
 Section 2.7 Cancellation and Destruction of Surrendered
Receipts. All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so
cancelled. 
 Section 2.8 Redemption of Series D Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares
of Series D Preferred Stock in accordance with the terms of the Articles Supplementary, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days
prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series D Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice
shall be accompanied by a certificate from the Corporation stating that such redemption of Series D Preferred Stock is in accordance with the provisions of the Articles Supplementary. On the date of such redemption, provided that the
Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series D Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any
undeclared dividends, to but excluding the date fixed for redemption, in accordance with the provisions of the Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series D Preferred Stock. The
Depositary shall mail notice of the Corporation’s redemption of Series D Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series D Preferred Stock to be redeemed by first-class mail,
postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series D Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the
Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any
notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the
Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed;
(iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series D Preferred Stock
represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata
or by lot. 

  
 7 








 Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date
(unless the Corporation shall have failed to provide the funds necessary to redeem the Series D Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series D Preferred Stock so called for
Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary
Shares (except the right to receive the amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the
Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price
per Depositary Share equal to 1/40th of the redemption price per share of Series D Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect
of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Articles Supplementary. 

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such
Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 

Section 2.9 Deposits. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the
performance of the services hereunder (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the
Corporation. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1
or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment
Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above
investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or
liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other
third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the
Corporation, any holder or any other party. 
 Section 2.10 Receipts Issuable in Global Registered Form. If the Corporation shall determine in a
writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement, execute
and deliver one or more Global 

  
 8 








 
Registered Receipts evidencing the Receipts, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by
such Global Registered Receipt or Global Registered Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a
Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to
such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the
Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by
such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their
behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the holder of such Global Registered
Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among
its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any
notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to
such holders to the applicable Global Receipt Depository. 
 If an Exchange Event has occurred with respect to any Global Registered
Receipt, then the Depositary shall, upon receipt of a written order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, execute and deliver individual
definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt so exchanged, in exchange for such Global Registered Receipt.

 Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.10 shall be
registered in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver
such Receipts to the persons in whose names such Receipts are so registered. 
 Notwithstanding anything to the contrary in this Deposit
Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of any Letter of Representations. 

  
 9 








 ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 

Section 3.1 Filing Proofs, Certificates and Other Information. Any Holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may
withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series D Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by a Receipt or the
distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 

Section 3.2 Payment of Taxes or Other Governmental Charges. Holders of Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Series D Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such
Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Series D Preferred Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the
proceeds of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency. 

Section 3.3 Warranty as to Series D Preferred Stock. The Corporation hereby represents and warrants that the Series D Preferred Stock, when
issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Series D Preferred Stock and the issuance of the related Receipts. 

Section 3.4 Warranty as to Receipts. The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid
interests in the Series D Preferred Stock. Such representation and warranty shall survive the deposit of the Series D Preferred Stock and the issuance of the Receipts. 

ARTICLE IV 
 THE DEPOSITED
SECURITIES; NOTICES 
 Section 4.1 Cash Distributions . Whenever Computershare shall receive any cash dividend or other cash distribution on the
Series D Preferred Stock, Computershare shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are,
as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or Computershare shall be required to withhold 

  
 10 








 
and shall withhold from any cash dividend or other cash distribution in respect of the Series D Preferred Stock an amount on account of taxes, the amount made available for distribution or
distributed in respect of Depositary Shares shall be reduced accordingly. Computershare shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of
Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by Computershare for distribution to
Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges
that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder. 

Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon the Series D Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4
such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation
or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any
such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by Section 4.1 in the case of a
distribution received in cash. The Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall not make any distribution of any such securities or property to the Holders of Receipts
unless the Corporation shall have provided an opinion of counsel satisfactory to the Depositary stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such
distributions. 
 Section 4.3 Subscription Rights, Preferences or Privileges. If the Corporation shall at any time offer or cause to be offered
to the persons in whose names the Series D Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature,
such rights, preferences or privileges shall in each such instance be made available by the Depositary to the Record Holders of Receipts in such manner as the Corporation shall direct and the Depositary shall agree, either by the issue to such
Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary and the Corporation; provided, however, that (i) if at the time of issue or offer of any
such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation 

  
 11 








 
with the Corporation) not feasible to make such rights, preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so
instructed by Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or
places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as provided by
Section 4.1 in the case of a distribution received in cash. 
 The Corporation shall notify the Depositary whether registration
under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the
Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to
it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the
Depositary make available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided
to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 

The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to
take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. 

Section 4.4 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series D Preferred Stock, or whenever the Depositary shall receive notice of any meeting at
which holders of the Series D Preferred Stock are entitled to vote or of which holders of the Series D Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in
each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series D Preferred Stock) for the determination of the Holders of
Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled
to notice of such meeting or for any other appropriate reasons. 

  
 12 








 Section 4.5 Voting Rights. Subject to the provisions of the Articles Supplementary, upon receipt of
notice of any meeting at which the holders of the Series D Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation which shall contain
(i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of
Series D Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief
statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance
with the instructions set forth in such requests, the maximum number of whole shares of Series D Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The
Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series D Preferred Stock or cause such Series D Preferred Stock to be voted. In the absence of
specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to such Series D Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to
the extent of the Series D Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 
 Section 4.6 Changes Affecting
Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other reclassification of the Series D Preferred Stock, subject to the provisions of the Articles
Supplementary, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation,
and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series D Preferred Stock represented by one Depositary Share
and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series D Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of the Series D Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in
respect of the Series D Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series D Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the
Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding,
Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Series D Preferred Stock or any such recapitalization, reorganization,
merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series D Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other
securities and property and cash into which the Series D Preferred 

  
 13 








 
Stock represented by such Receipts might have been converted or for which such Series D Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such
transaction. 
 Section 4.7 Delivery of Reports. The Depositary shall furnish to Holders of Receipts any reports and communications received
from the Corporation which is received by the Depositary and which the Corporation is required to furnish to the holders of the Series D Preferred Stock. 

Section 4.8 Lists of Receipt Holders. Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the
Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts. 

ARTICLE V 
 THE DEPOSITARY, THE
DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION 
 Section 5.1 Maintenance of Offices, Agencies and Transfer Books by the Depositary;
Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at
the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. 

The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at
all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 
 The Depositary may close such books,
at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. 
 The Depositary
may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series D Preferred Stock represented by
such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of
such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Corporation. If
the Receipts, Depositary Shares or Series D Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of the Receipts, Depositary Shares or Series D Preferred Stock as may be required by law or applicable securities exchange regulation. 

  
 14 








 Section 5.2 Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the
Registrar or the Corporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to any Holder of a Receipt if by reason of any provision of any present or future law, or
regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Corporation’s
Charter, as amended or supplemented (including the Articles Supplementary), or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the
Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit
Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.

 Section 5.3 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation. Neither the Depositary nor any
Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts other than for its willful misconduct, fraud or bad faith. 

Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar
nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if that party has been advised of or has foreseen
the possibility of such damages, other than for its gross negligence, willful misconduct or bad faith. 
 Neither the Depositary nor any
Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series D Preferred Stock, the Depositary Shares or the Receipts
which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be liable for any action or any failure to
act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series D Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith to be competent
to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document
believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The Depositary shall not be responsible
for any failure to carry out any instruction to vote any of the shares of Series D Preferred Stock or for the manner or effect of any such vote made, 

  
 15 








 
as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. 

The Depositary, any Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its
affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the other securities of the Corporation and its affiliates. 

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of
this Deposit Agreement or of the Receipts, the Depositary Shares or the Series D Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for
advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 

In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other
communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to
taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the
Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty
to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. 
 From
time to time, the Corporation may provide the Depositary with instructions concerning the services performed by the Depositary under this Deposit Agreement. In addition, at any time, the Depositary may apply to any officer of the Corporation for
instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary under this Deposit Agreement. The Depositary and its agents
and subcontractors shall not be liable and shall be indemnified by the Corporation for any action taken or omitted by the Depositary in reliance upon any instructions from the Corporation or upon the advice or opinion of such counsel. The Depositary
shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Corporation. 

Notwithstanding anything contained herein to the contrary, excluding the Depositary’s willful misconduct, fraud or bad faith, the
Depositary’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract,
or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses during 

  
 16 








 
the twelve (12) months immediately preceding the event for which recovery from Depositary is being sought. 

The rights and obligations of the parties under this Section 5.3 shall survive any succession of any Depositary, Registrar or
Depositary’s Agent and the termination of this Agreement. 
 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided. 
 The Depositary may at any time be removed by the Corporation by notice of such removal delivered to
the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 

In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of
the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its
affiliates, of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor
Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon
payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the Series D Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other
information in its possession relating thereto. 
 Any entity into or with which the Depositary may be merged, consolidated or converted
shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor
Depositary or its own name as successor Depositary. 
 Section 5.5 Corporate Notices and Reports. The Corporation agrees that it will deliver to
the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without
limitation financial statements) required by law, by the rules of any national securities exchange upon which the Series D Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Charter, as amended or


  
 17 








 
supplemented (including the Articles Supplementary), to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will
provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may
be requested by the Corporation. 
 Section 5.6 Indemnification by the Corporation. Notwithstanding Section 5.3 to the contrary, the
Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or
expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of
their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such
person or persons. The obligations of the Corporation and the rights of the Depositary set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary’s Agent or the termination of this
Agreement. 
 Section 5.7 Fees, Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon
with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross
negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the
Depositary in connection with the initial deposit of the Series D Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series D Preferred Stock by Holders of Receipts, and any redemption or exchange of the
Series D Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and
governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder,
such Holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to
incur at the request of such Holder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. 

ARTICLE VI 
 AMENDMENT AND
TERMINATION 
 Section 6.1 Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to
time be amended by agreement between the Corporation and the Depositary; provided, however, that no such amendment which shall 

  
 18 








 
materially and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts
representing in the aggregate at least a majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary
Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Series D Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange. As a condition precedent to the Depositary’s execution of any amendment, the Corporation
shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with the terms of this Section 6.1. 

Section 6.2 Termination. This Deposit Agreement may be terminated by the Corporation or the Depositary if (i) all outstanding Depositary
Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Series D Preferred Stock in connection with any liquidation, dissolution or winding up of the
Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Sections 4.1 or 4.2, as applicable, or (iii) upon the consent of Holders of Receipts representing
in the aggregate not less than a majority of the Depositary Shares outstanding. In addition, either the Corporation or the Depositary may terminate this Depositary Agreement at any time upon a material breach of this Agreement by the other that is
not cured within thirty (30) days after the date of written notice thereof by the terminating party to the breaching party. 
 Upon the
termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and
5.7; provided, further, that Sections 5.3 and 5.6 and Article VII shall survive the termination of this Agreement and any succession of any Depositary, Registrar or Depositary’s Agent. 

ARTICLE VII 
 MISCELLANEOUS 

Section 7.1 Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Deposit Agreement transmitted
electronically shall have the same authority, effect, and enforceability as an original signature. 

  
 19 








 Section 7.2 Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the
parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 

Section 7.3 Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.4 Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail (receipt confirmed), addressed to the Corporation at: 

Banc of California, Inc. 
 18500
Von Karman Avenue, Suite 1100 
 Irvine, CA 92612 

Attention: Legal Department 
 or at any other
addresses of which the Corporation shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail (receipt confirmed), addressed to the Depositary at: 

Computershare Trust Company, N.A. 

480 Washington Boulevard 
 Jersey
City, NJ 07310 
 Attention: Legal Group 
 or at
any other addresses of which the Depositary shall have notified the Corporation in writing. 
 Any and all notices to be given to any Record
Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission, confirmed by letter, addressed to such Record Holder at the
address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address
designated in such request. 
 Notices will be deemed to have been given hereunder when personally delivered or sent by facsimile
transmission or electronic mail (receipt confirmed), five days after deposit in the U.S. mail and one day after deposit with an overnight delivery service. 

Section 7.5 Depositary’s Agents. The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the
Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any
such action. 

  
 20 








 Section 7.6 Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of
Receipts. The Corporation hereby appoints Computershare Trust Company, N.A. as Registrar and as dividend disbursing agent and redemption agent in respect of the Receipts, and Computershare Trust Company, N.A. hereby accepts such appointments.

 Section 7.7 Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance of delivery thereof. 

Section 7.8 Governing Law. This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof
and thereof shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to applicable conflicts of law principles. 

Section 7.9 Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents
and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt. 

Section 7.10 Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit
A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 

Section 7.11 Confidentiality. The Depositary and the Corporation agree that all books, records, information and data pertaining to the business of
the other party, including without limitation personal, non-public Holder information and the fees for services, which are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process. 
 Section 7.12 Further
Assurances. The Corporation agrees that it will perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further and other acts, documents, instruments and assurances as the Depositary may reasonably
require to perform the provisions of this Deposit Agreement. 
 [Remainder of page intentionally left blank; signature page follows.]


  
 21 








 IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit Agreement
as of the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 

 

			
	BANC OF CALIFORNIA, INC.
		
	By:		 /s/ John C. Grosvenor

	Name:		John C. Grosvenor
	Title:		Executive Vice President and General Counsel
	
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By:		 /s/ Dennis V. Moccia

	Name:		Dennis V. Moccia
	Title		Manager, Contract Administration
	
	COMPUTERSHARE INC.
		
	By:		 /s/ Dennis V. Moccia

	Name:		Dennis V. Moccia
	Title:		Manager, Contract Administration


 [Signature Page to Deposit Agreement] 







 EXHIBIT A 
  






 
  
 THIS CERTIFIES THAT 
is the owner of 
CUSIP 
DATED 
COUNTERSIGNED AND REGISTERED: 
COMPUTERSHARE INC. 
COMPUTERSHARE TRUST COMPANY, N.A. 
DEPOSITARY AND REGISTRAR, 
Unless this receipt is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”) to Banc of California, Inc. 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 SALE OF 
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co. has an interest herein. 
Dividend Payment Dates: Beginning June 15, 2015 each March 15, June 15, September 15 and December 15 of each year. 
COMPUTERSHARE INC AND COMPUTERSHARE TRUST COMPANY, N.A., as Depositary (The “Depositary”), hereby certify that Cede & Co. is the registered owner of DEPOSITARY

SHARES (“Depositary Shares”), each Depositary Share representing 1/40th of one share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D,
liquidation preference $1,000 
per share, par value $0.01 per share (the “Series D Preferred Stock”), of Banc of California, Inc., a Maryland corporation
(the “Corporation”), on deposit with the Depositary, subject to the 
terms and entitled to the benefits of the Deposit Agreement dated as of April 8,
2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders (as defined in the 
Deposit Agreement) from time to time of the
depositary receipts described in the Deposit Agreement (“Depositary Receipts”). By accepting this Depositary Receipt, the Holder hereof 
becomes a party
to and agrees to be bound by all 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 or facsimile 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 or facsimile signature of a duly authorized officer
thereof. 
DEPOSITARY RECEIPT 
NO PAR VALUE 
DEPOSITARY RECEIPT 
THIS CERTIFICATE IS TRANSFERABLE 
IN CANTON, MA, JERSEY CITY, NJ AND 
COLLEGE STATION, TX 
SEE REVERSE FOR CERTAIN DEFINITIONS 
Certificate 
Number 
Shares 
. 
BANC OF CALIFORNIA, INC. 
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 
EACH REPRESENTING 1/40TH OF ONE SHARE OF

7.375% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D OF CUSIP 05990K809

SEE REVERSE FOR CERTAIN DEFINITIONS 
2002 
MARYLAND 
BANC OF CALIFORNIA, INC. 
President and Chief Executive Officer 
Corporate Secretary 
By 
AUTHORIZED SIGNATURE 
ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# 
05990K 88 2 
DD-MMM-YYYY 
* * 000000* * * * * * * * * * * * * * * * * * 
* * * 000000* * * * * * * * * * * * * * * * * 
* * * * 000000* * * * * * * * * * * * * * * *

* * * * * 000000* * * * * * * * * * * * * * * 
* * * * * * 000000* * * * * * *
* * * * * * * 
** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample
**** Mr. Alexander David Sample 
**** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample ****
Mr. Alexander David Sample **** Mr. Alexander David 
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample ****
Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander 
David Sample **** Mr. Alexander David Sample ****
Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. 
Alexander David Sample **** Mr. Alexander
David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** 
Mr. Alexander David Sample
**** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample 
****
Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David 
Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander

David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample
**** Mr. 
Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample ****
Mr. Alexander David Sample **** 
Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample ****
Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample

**000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** 
*000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 
000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 
00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 
0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 
000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 
00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 
0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 
**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* 
*Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** 
Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S 
***ZERO HUNDRED THOUSAND 
ZERO HUNDRED AND ZERO*** 
MR. SAMPLE & MRS. SAMPLE & 
MR. SAMPLE & MRS. SAMPLE 
ZQ00000000 
Certificate Numbers 
1234567890/1234567890 
1234567890/1234567890 
1234567890/1234567890 
1234567890/1234567890 
1234567890/1234567890 
1234567890/1234567890 
Total Transaction 
Num/No. 
123456 
Denom. 
123456 
Total 
1234567 
MR A SAMPLE 
DESIGNATION (IF ANY) 
ADD 1 
ADD 2 
ADD 3 
ADD 4 
PO BOX 43004, Providence, RI 02940-3004 
CUSIP XXXXXX XX X 
Holder ID XXXXXXXXXX 
Insurance Value 1,000,000.00 
Number of Shares 123456 
DTC 12345678 123456789012345 
. 

  
 A-1 








 



 
 BANC OF CALIFORNIA, INC. 
THE CORPORATION WILL
FURNISH TO ANY RECEIPTHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF
REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, OF THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED OR SPECIAL CLASS IN SERIES WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF A PREFERRED OR SPECIAL CLASS OF STOCK. SUCH REQUEST MAY BE MADE TO THE SECRETARY
OF THE CORPORATION OR TO THE CORPORATION’S TRANSFER AGENT. 
THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED DEPOSITARY RECEIPT, OR HIS
LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND THE DEPOSITARY AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH DEPOSITARY RECEIPT. 
The following abbreviations, when used in the inscription on the face of this receipt, shall be construed as though they were written out in full according to applicable laws or
regulations: 
TEN COM—as tenants in common UNIF GIFT MIN ACT -.Custodian

(Cust) (Minor) 
TEN ENT—as tenants by the entireties under Uniform Gifts
to Minors Act 
(State) 
JT TEN—as joint tenants with right of survivorship
UNIF TRF MIN ACT -.Custodian (until age .) and not as tenants in common (Cust) .under Uniform Transfers to Minors Act 
(Minor) (State) 
Additional abbreviations may also be used though not in the above list. 
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
For value received, hereby sell, assign and transfer unto 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
of the
Depositary Shares represented by the within Depositary Receipt, and do 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: 20 Signature(s) Guaranteed: Medallion Guarantee Stamp 
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 S.E.C. RULE 17Ad-15.

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

  
 A-2 








 EXHIBIT B 

I, John C. Grosvenor, Executive Vice President and General Counsel of Banc of California, Inc. (the “Corporation”), hereby certify that pursuant to
the terms of the Articles Supplementary to the Charter of the Corporation, filed with the State Department of Assessments and Taxation of Maryland on April 8, 2015 (the “Articles Supplementary”) and attached hereto as Annex A, and
pursuant to resolutions adopted by the Board of Directors of the Corporation on March 25, 2015, the Corporation has established the Series D Preferred Stock which the Corporation desires to deposit with the Depositary pursuant to the terms and
conditions of the Deposit Agreement, dated as of April 8, 2015, by and among the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the Holders of Receipts issued thereunder from time to time (the “Deposit
Agreement”). In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series D Preferred Stock as described in the Articles
Supplementary. Any terms of the Series D Preferred Stock that are not described in the Articles Supplementary and any terms of the Receipts representing such Series D Preferred Stock that are not described in the Deposit Agreement are described
below: 
 Aggregate Number of shares of Series D Preferred Stock issued on the day hereof: 115,000 

CUSIP Number for Receipt: 05990K882 
 Denomination of Depositary
Share per share of Series D Preferred Stock (if different than 1/40th of a share of Series D Preferred Stock): 
 Redemption Provisions (if different than
as set forth in the Deposit Agreement): 
 Name of Global Receipt Depositary: The Depository Trust Company 

All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 B-1 








 Banc of California, Inc. 
  

			
	This certificate is dated:		 April 8, 2015


  

			
	By:		 /s/ John C. Grosvenor

	Name:		John C. Grosvenor
	Title:		Executive Vice President and General Counsel


  
 B-2