Exhibit 4.1


 


Execution Version


 


DEPOSIT AGREEMENT


 


among


 


FIRST MIDWEST BANCORP, INC.

as Issuer


 


and


 


COMPUTERSHARE INC. AND COMPUTERSHARE
TRUST COMPANY, N.A.,

jointly,

AS DEPOSITARY


 


and


 


THE HOLDERS FROM TIME TO TIME OF THE
DEPOSITARY RECEIPTS

DESCRIBED HEREIN


 


Dated June 24, 2020 


 


 






     


     


    

 





DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated June 24, 2020, among
(i) FIRST MIDWEST BANCORP, INC., a Delaware corporation; (ii) COMPUTERSHARE, INC., a Delaware corporation, and its wholly-owned
subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and (iii) the Record Holders from time to time
of the Receipts described in this Deposit Agreement.


 


WHEREAS, it is desired to provide, as hereinafter
set forth in this Deposit Agreement, for the deposit of shares of the 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 shares of the Preferred Stock so deposited; and


 


WHEREAS, the Receipts are to be substantially
in the form of Exhibit A attached 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


 


1.1             
Definitions.


 


The following definitions shall for all purposes,
unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:


 


“Affiliate” shall mean,
with respect to any person or entity, any person or entity directly or indirectly controlling, controlled by, or under common control
with, such other person or entity. For the purpose of this definition, “controlling,” “controlled by” or
 “under common control with” mean the ownership, direct or indirect, of the power to direct or cause the direction of
the operation or management and policies of a person or entity, whether through the ownership or control of voting interests, by
contract or otherwise.


 


“Board of Directors” shall
mean the board of directors of the Corporation.


 


“Certificate of Designations”
shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the
Preferred Stock as a series of preferred stock of the Corporation.


 


“Computershare” shall mean
Computershare Inc., a Delaware corporation.


 


“Corporation” shall mean
First Midwest Bancorp, Inc., a Delaware corporation.


 






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“Deposit Agreement” shall
mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Depositary” shall mean
Computershare and the Trust Company, acting jointly, and any successor as Depositary hereunder.


 


“Depositary Shares” shall
mean the depositary shares, each representing one-fortieth (1/40th) of one share of the Preferred Stock, and evidenced by a Receipt.


 


“Depositary’s Agent”
shall mean an agent appointed by the Depositary pursuant to Section 7.5.


 


“Depositary’s Office”
shall mean the office of the Depositary, at which at any particular time its depositary receipt business shall be administered,
which at the date of this Deposit Agreement is located at 150 Royall Street, Canton, Massachusetts 02021.


 


“DTC” shall mean The Depository
Trust Company.


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


“Exchange Event” shall
mean with respect to any Global Registered Receipt: (i) (A) the Global Receipt Depository which is the Holder of such Global
Registered Receipt 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 Exchange Act, and (B) the Corporation
has not appointed a qualified successor Global Receipt Depository within ninety (90) calendar days after the Corporation received
such notice, or (ii) 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.


 


“Funds” shall have the
meaning set forth in Section 4.1.


 


“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 Exchange Act.


 


“Global Registered Receipt”
shall mean a global registered Receipt registered in the name of a nominee of the Global Receipt Depository.


 


“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 Receipt, as the same may be amended,
supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 






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“Person” shall mean any
natural person, partnership, joint venture, firm, corporation, limited liability company, limited liability partnership, unincorporated
association, trust or other entity, and shall include any successor (by merger or otherwise) of the foregoing.


 


“Preferred Stock” shall
mean the shares of the Corporation’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, $1,000 liquidation preference
per share, designated in the Certificate of Designations.


 


“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 shares of the Preferred Stock held of record
by the Record Holder of such Depositary Shares.


 


“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 Trust Company and Computershare, or such other successor bank or trust company which shall be appointed by the Corporation
to register ownership and transfers of Receipts and the deposited shares of Preferred Stock as herein provided, and if a successor
Registrar shall be so appointed, references herein to “the books” of or maintained by the Depository 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.


 


“Signature Guarantee” shall
have the meaning set forth in Section 2.3.


 


“Transfer Agent” shall
mean the Trust Company and Computershare, or such other successor bank or trust company which shall be appointed by the Corporation
to transfer the Receipts or the deposited shares of Preferred Stock, as the case may be, as herein provided.


 


“Trust Company” shall mean
Computershare Trust Company, N.A., a federally chartered trust company.


 






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ARTICLE
II


Form of Receipts, Deposit of the Preferred Stock,


Execution and Delivery, Transfer, Surrender and Redemption of


Receipts


 


2.1             
Form and Transfer of Receipts.


 


The definitive Receipts shall be substantially
in the form set forth in Exhibit A attached to this Deposit Agreement, with appropriate insertions, modifications and omissions,
as hereinafter provided (but which do not affect the rights, duties, obligations or immunities of the Depositary as set forth in
this Deposit Agreement without the Depositary’s consent). Pending the preparation of definitive Receipts, the Depositary,
upon the written order of the Corporation, delivered in compliance with Section 2.2, shall be authorized and instructed to, and
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 the Depositary’s Office or at such other place or places as the Depositary shall determine,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary is hereby authorized
and instructed to, and 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 registered in the name (and only in the name) of the holder
of the temporary Receipt(s); provided that, the Depositary has been provided with all necessary information that it may request
in order to execute and deliver such definitive Receipt(s). 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 Deposit Agreement, and with respect to the Preferred Stock, as definitive Receipts.


 


Any Receipt to be executed by the Depositary
pursuant to this Deposit Agreement shall be executed 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 the facsimile signature of 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 facsimile signature of a duly authorized officer
of the Depositary and countersigned by the 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. All Receipts shall be dated the date of their issuance.


 


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 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 Receipt is subject (but which do not affect the rights, duties, obligations or immunities of the Depositary
as set forth in this Deposit Agreement without the Depositary’s consent).


 






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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
of such Receipt with the same effect as if such Receipt were 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 distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement
and for all other purposes.


 


The Corporation shall cause to be provided
an opinion of counsel containing opinions, or a letter of counsel to the Corporation authorizing reliance on such counsel’s
opinions delivered to the underwriters named therein, relating to (i) the status of the Preferred Stock and Depositary Shares as
validly issued, fully paid and non-assessable and (ii) the registration of the Depositary Shares and Preferred Stock under the
Securities Act.


 


2.2             
Deposit of the 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 the Preferred Stock under this Deposit Agreement by
delivery to the Depositary, including via electronic book-entry, of the shares of Preferred Stock to be deposited (or in such other
manner as may be agreed to by the Corporation and the Depositary), duly endorsed and accompanied, if required by the Depositary,
by a duly executed instrument of transfer or endorsement, in form reasonably satisfactory to the Depositary, together with all
such certifications as may be required by the Depositary pursuant to this Deposit Agreement, and together with a written order
of the Corporation directing the Depositary to (i) register such shares of the Preferred Stock in uncertificated form by direct
registration, and (ii) 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 shares of the Preferred Stock.


 


The shares of the Preferred Stock that are
deposited pursuant to this Deposit Agreement 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 shares of the Preferred Stock deposited hereunder.


 


Upon receipt by the Depositary of shares of
the 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 shares of the Preferred Stock on the books of the Corporation (or its duly appointed
transfer agent) in the name of the Depositary 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 referred to in the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number
of Depositary Shares representing the shares of the 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.


 






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2.3             
Registration of Transfer of Receipts.


 


Subject to the terms and conditions of this
Deposit Agreement, the Depositary, as Transfer Agent and Registrar for the Receipts, 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 or endorsement, including a guarantee of the signature thereon by a guarantor institution
that is a participant in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”).
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 (i) to
issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen (15) days next preceding any
selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the sending
of notice of redemption, or (ii) 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.


 


2.4             
Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of the 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 the receipt by the Depositary of all other necessary information and documents, 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; provided,
however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.


 


Any Holder of a Receipt or Receipts may
withdraw the number of whole shares of the 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; provided, however, that a Holder of a Receipt or Receipts may not withdraw such whole shares
of Preferred Stock (or money and other property, if any, represented thereby) which has previously been called for
redemption. After such surrender and upon the receipt of written instructions from the Holder of such Receipt or Receipts,
without unreasonable delay (provided the Corporation has provided the Depositary with all necessary documentation), 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 the 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 the Preferred Stock will not thereafter be
entitled to deposit such shares of the Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares
therefor. Delivery of such shares of the Preferred Stock and such money and other property being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if
required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If a Receipt
delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in
excess of the number of Depositary Shares representing the number of whole shares of the Preferred Stock to be withdrawn, the
Depositary shall at the same time, in addition to such number of whole shares of the 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.


 






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In no event will fractional shares of the
Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of shares of the 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 shares of the 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 of such shares of the Preferred Stock, 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 the Preferred Stock be properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.


 


Delivery of shares of the 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.


 


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 (i) 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, taxes or expenses
payable by the Holder of a Receipt pursuant to Section 5.7 (including any such tax or charge with respect to the shares of Preferred
Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), (ii) the production of evidence satisfactory
to it as to the identity and genuineness of any signature (which evidence may include a Signature Guarantee), and (iii) any other
reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such requirements,
if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable
law.


 






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The deposit of shares of the Preferred Stock
may be refused, the delivery of Receipts against shares of the 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.


 


2.6             
Lost Receipts, etc.


 


In case any Receipt shall be mutilated, destroyed,
lost or stolen, the Depositary in its discretion may, absent notice to the Depositary that such Receipt has been acquired by a
bona fide purchaser, execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated
Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, only 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 open penalty surety
bond or other indemnity satisfactory to the Depositary. Such Holder shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Depositary may prescribe.


 


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.


 






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2.8             
Redemption of the Preferred Stock.


 


Whenever the Corporation shall be permitted
and shall elect to redeem shares of the Preferred Stock in accordance with the terms of the Certificate of Designations, it shall
(unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than thirty-five
(35) days and not more than sixty (60) days prior to the Redemption Date (as defined below), notice of the date of such proposed
redemption of shares of the 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 shares
of the Preferred Stock is in accordance with the provisions of the Certificate of Designations. 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 $1,000
per share of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date
fixed for redemption to be redeemed, in accordance with the provisions of the Certificate of Designations, the Depositary shall
redeem the number of Depositary Shares representing such shares of the Preferred Stock. The Depositary shall, if requested in writing
and provided with all necessary information, transmit the notice of the Corporation’s redemption of shares of the Preferred
Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Preferred Stock
to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary,
or transmit by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty
(30) days and not more than sixty (60) days prior to the date fixed for redemption of such shares of the Preferred Stock and Depositary
Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be
so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit
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 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 or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation
will promptly notify the Depositary in writing). In any such case, the Depositary Shares shall only be redeemed in increments of
40 shares and any integral multiple thereof.


 


Notice having been mailed or transmitted by
the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds
necessary to redeem shares of the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all dividends on
the shares of the 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 redemption price) 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 one-fortieth (1/40th)
of the redemption price per share of the 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 which on the Redemption Date have
been declared on the shares of the Preferred Stock to be so redeemed and have not theretofore been paid (it being understood that,
in accordance with the provisions of the Certificate of Designations, any declared but unpaid dividends payable on a Redemption
Date that occurs subsequent to the record date fixed pursuant to Section 4.4 for a dividend period shall not be paid to the Holder
of a Receipt entitled to receive the redemption price on the Redemption Date, but rather shall be paid to the Holder of such Receipt
on such record date).


 






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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; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional
Depositary Share.


 


2.9             
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, if instructed and provided with all necessary information, in accordance with the other provisions
of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing the Receipts, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate number of Depositary Shares of, the Receipts to be represented
by such Global Registered Receipt or 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, (i) 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 (ii) 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.


 






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If an Exchange Event has occurred with respect
to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt of a written order from the Corporation
authorizing and directing the Depositary to execute and deliver the individual definitive registered Receipts in exchange for such
Global Registered Receipt, execute and deliver, individual definitive registered Receipts, in authorized denominations and of like
terms in an aggregate number of Depositary Shares equal to the aggregate number of Depositary Shares represented by the Global
Registered Receipt in exchange for such Global Registered Receipt. The Depositary shall have no duties, obligations or liability
under this paragraph unless and until such written order have been received by the Depositary.


 


Definitive registered Receipts issued in exchange
for a Global Registered Receipt pursuant to this Section 2.9 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 each Letter of Representations.


 


2.10           
Receipt of Funds.


 


All funds received by Computershare under
this Deposit Agreement that are to be distributed or applied by Computershare in the performance of Services (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 Deposit 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.). The Corporation 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, except for 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.


 






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ARTICLE
III


Certain Obligations of Holders of


Receipts and the Corporation


 


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 withhold or delay
the withdrawal of shares of the Preferred Stock represented by the Depositary Shares and 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.


 


3.2             
Payment of Taxes or Other Governmental Charges.


 


Holders of Receipts shall be obligated to
make payments to the Depositary of certain taxes, charges and expenses, as provided in Section 5.7. Registration of transfer of
any Receipt or any withdrawal of shares of the 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 shares of the 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, with the Holder of such Receipt remaining
liable for any deficiency.


 


3.3             
Warranty as to the Preferred Stock.


 


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


 


3.4             
Warranty as to Receipts.


 


The Corporation hereby represents and warrants
that the Receipts, when issued, will represent legal and valid interests in shares of the Preferred Stock. Such representation
and warranty shall survive the deposit of shares of the Preferred Stock and the issuance of the related Receipts.


 






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ARTICLE
IV


The Deposited Securities; Notices


 


4.1             
Cash Distributions.


 


Whenever Computershare shall receive any cash
dividend or other cash distribution on the Preferred Stock, Computershare shall, subject to Sections 3.1 and 3.2 and, if received,
in accordance with written instructions from the Corporation, 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 and shall withhold from any cash dividend or other cash distribution in respect of
the 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 and,
if received, in accordance with the Corporation’s written instructions, 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 Computershare
(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 or other appropriate form, 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 to such Holder
hereunder.


 


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 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 (with the approval of the Corporation) 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 or charges) 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 Computershare 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 such
securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the
Holders of Receipts unless the Corporation shall have provided an opinion of counsel 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.


 






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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 shares of the 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 communicated to the Depositary and 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 Corporation in its discretion with the acknowledgement of the Depositary; provided,
however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Corporation determines
that it is not lawful or (after consultation with the Depositary) 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 Corporation, in its discretion (with acknowledgement
of the Depositary, in any case where the Corporation 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 be delivered to Computershare and, if received, in accordance with the written instructions
of the Corporation and, subject to Sections 3.1 and 3.2, be distributed by Computershare 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 (i) the offering and sale of such securities to the Holders are exempt from registration under the provisions
of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable.


 


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.


 






    -14-


     


    

 


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 Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders
of the Preferred Stock are entitled to vote or of which holders of the 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 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.


 


4.5             
Voting Rights.


 


Subject to the provisions of the Certificate
of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of the Preferred Stock are entitled
to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable
thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders
of Receipts, as determined on the record date fixed pursuant to Section 4.4, a notice prepared by the Corporation which shall contain
(i) such information as is contained in such notice of meeting, (ii) a statement that the Holders of Receipts at the close of business
on a specified record date fixed pursuant to Section 4.4 may, subject to any applicable restrictions, instruct the Depositary as
to the exercise of the voting rights pertaining to the shares of the 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 (iii) 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
the 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 shares of the Preferred Stock or cause such shares to be voted. In the absence of specific
instructions from Holders of Receipts, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect
to the Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Preferred
Stock represented by the Depositary Shares evidenced by such Receipts. The Depositary shall not be required to exercise discretion
in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.


 






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4.6             
Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.


 


Upon any change in liquidation preference,
split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate of Designations,
or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the
Depositary shall, upon the written instructions of the Corporation setting forth any adjustment, (i) make such adjustments as are
certified by the Corporation in (a) the fraction of an interest represented by one Depositary Share in one share of the Preferred
Stock and (b) the ratio of the redemption price per Depositary Share to the redemption price per share of the Preferred Stock,
in each case as stated in such instructions and (ii) treat any securities or property (including cash) which shall be received
by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities or property
so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case, the Depositary shall, upon
receipt of written instructions 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 or property. Anything
to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such
change in liquidation preference, split-up, combination or other reclassification of the 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 shares of the 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 shares of the Preferred Stock represented by such Receipts might have
been converted or for which such shares might have been exchanged or surrendered immediately prior to the effective date of such
transaction; provided, that the Depositary shall not have any obligations under this sentence unless and until it has received
written instructions from the Corporation.


 


4.7             
Delivery of Receipts.


 


The Depositary shall, at the direction and
expense of the Corporation, furnish to Holders of Receipts any reports and communications received from the Corporation which are
received by the Depositary and which the Corporation is required to furnish to the holders of the Preferred Stock.


 


4.8             
Lists of Receipt Holders.


 


Promptly upon request from time to time by
the Corporation, the Registrar 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.


 






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ARTICLE
V


The Depositary, the Depositary’s


Agents, The Registrar and the Corporation


 


5.1             
Appointment; Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.


 


The Corporation hereby appoints Computershare
and Trust Company to jointly act as Depositary in accordance with the terms and conditions hereof, and Computershare and Trust
Company jointly accept this appointment.


 


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. Upon direction by the Corporation and with reasonable notice
to the Depositary, the Registrar shall, at reasonable times during regular business hours, open its books for inspection by the
Record Holders of Receipts as directed by the Corporation; provided that any record Holder shall be granted such right by
the Corporation only after certifying 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 or Registrar may close such
books, at any time or from time to time, when deemed necessary or advisable by the Depositary, the Registrar, any Depositary’s
Agent or the Corporation because of any requirement of law or of any government, governmental body or commission, stock exchange
or any applicable self-regulatory body.


 


If the Receipts or the Depositary Shares evidenced
thereby or the shares of the Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities
exchanges, the Depositary may, with the written approval of the Corporation, 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 written request or with the written approval of the Corporation. If the Receipts, such Depositary Shares
or the Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the written request and expense
of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of
such Receipts, such Depositary Shares or the Preferred Stock as may be required by law or applicable securities exchange regulation.


 






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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 any Transfer Agent nor the Corporation, as the case may be, shall incur any liability to any Holder
of Receipts or any beneficial owner, 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 or any Transfer Agent, as the case may be, by reason of any provision, present or future, of the Corporation’s
Amended and Restated Certificate of Incorporation (including the Certificate of Designations) 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,
the Transfer Agent or the Corporation, as the case may be, 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, any Transfer Agent or the Corporation, as the case may be,
incur liability to any Holder of a Receipt or any beneficial owner (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.


 


5.3             
Obligations of the Depositary, the Depositary’s Agents, the Registrar, Transfer Agent and the Corporation.


 


The Corporation does not assume any obligation
and shall not be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its
gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent
jurisdiction). Neither the Depositary nor any Depositary’s Agent nor any Registrar or Transfer Agent, as the case may be,
assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts, the Corporation
or to any other Person other than for its gross negligence, willful misconduct, or bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, neither the
Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be,
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 they have been advised of the likelihood of such loss or damage and regardless
of the form of action. Any liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the
case may be, under this Deposit Agreement will be limited in the aggregate to an amount equal to the annual fees paid by the Corporation
to such Person, but not including reimbursable expenses; provided, however, that in the event that such liability arises as a result
of bad faith, willful misconduct or fraud by the Depositary, any of the Depositary’s Agents (except for such Depositary’s
Agents which are not employees of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful
misconduct on the part of such Depositary, agent, Registrar or Transfer Agent, as the case may be (each as determined by a final
non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be
instead limited to the amount of such misappropriated funds or the liability resulting from such bad faith, willful misconduct
or fraud.


 






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Neither the Depositary nor any Depositary’s
Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in respect of the 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 any Transfer Agent nor the Corporation, as the case may be, 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 the
shares of the Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it in the absence of bad faith,
gross negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction)
to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the
Corporation, as the case may be, may each rely and shall each be protected in respect of any action taken, suffered or omitted
to be taken by it upon any written notice, request, direction or other document believed by it in the absence of bad faith, gross
negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction),
to be genuine and to have been signed or presented by the proper party or parties.


 


The Depositary, the Depositary’s Agents,
any Transfer Agent or Registrar, as the case may be, shall not be responsible for any failure to carry out any instruction to vote
any of the shares of the Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action
is not taken in bad faith, willful misconduct or gross negligence (each as determined by a final non-appealable judgment of a court
of competent jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the
case may be, 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, any
Depositary’s Agent, Registrar or any Transfer Agent.


 


The Depositary, its parent, Affiliates, or
subsidiaries, any Depositary’s Agents, and any Transfer Agent and any Registrar, as the case may be, may own and deal in
any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares or become pecuniarily interested
in any transaction in which the Corporation or its Affiliates may be interested or contract with or lend money to or otherwise
act as fully or as freely as if it were not the Depositary, the parent, Affiliate or subsidiary of the Depositary or the Depositary’s
Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer agent, trustee or registrar of any of the
securities of the Corporation and its Affiliates or act in any other capacity for the Corporation or 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 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.


 






    	 	-19-	 



     


    

 


In the event the Depositary, the Depositary’s
Agents, any Transfer Agent or Registrar, as the case may be, believes any ambiguity or uncertainty exists hereunder or in any notice,
instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agents,
any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary,
the Depositary’s Agents, any Transfer Agent or Registrar 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, the Depositary’s Agents,
any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking
any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar 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, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or
a certificate of the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s
Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the satisfaction of the Depositary,
the Depositary’s Agents, any Transfer Agent or Registrar. Such written instructions shall be full and complete authorization
to the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, and the Depositary, the
Depositary’s Agents, any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered
or omitted by it under the provisions of this Deposit Agreement in reliance upon such written instructions.


 


In the event the Depositary, the Depositary’s
Agent, the Registrar or the Transfer Agent, as the case may be, shall receive conflicting claims, requests or instructions from
any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, the Depositary’s Agent,
the Registrar or the Transfer Agent, as the case may be, shall be entitled to act on such claims, requests or instructions received
from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.6 hereof
in connection with any action so taken.


 


It is intended that the Depositary shall not
be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws,
it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the deposited
Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with any applicable federal or
state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of Preferred Stock or Depositary
Shares.


 


The Depositary assumes no responsibility for
the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts,
the Depositary makes no warranties or representations as to the validity or genuineness of the Preferred Stock at any time deposited
with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except
as to due authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title
or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the
use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof.


 






    	 	-20-	 



     


    

 


Neither the Depositary (or its officers, directors,
employees or agents), any Depositary’s Agent nor any Registrar or any Transfer Agent makes any representation or has any
responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under
the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or
any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement
or herein; provided that the Depositary is responsible for any and all of its representations in this Deposit Agreement.


 


The Depositary, any Depositary’s Agent,
Transfer Agent, and Registrar hereunder:


 


(i) shall have no duties or obligations other
than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing
by the parties;


 


(ii) shall have no obligation to make payment
hereunder unless the Corporation shall have provided the necessary federal or other immediately available funds or securities or
property, as the case may be, to pay in full amounts due and payable with respect thereto;


 


(iii) shall not be obligated to take any legal
or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking
of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall
not be required to act unless it shall have been furnished with an indemnity satisfactory to it;


 


(iv) may rely on and shall be authorized and
protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission
or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed
by the proper party or parties, and shall have no responsibility for determining the accuracy thereof;


 


(v) may
rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions
given in accordance with this Deposit Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent
or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions), of officers of the Corporation;


 


(vi) may
consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel;


 






    	 	-21-	 



     


    

 


(vii) except
as specifically set forth herein, shall not be called upon at any time to advise any Person with respect to the Preferred Stock,
Depositary Shares or Receipts;


 


(viii) shall
not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock,
the Depositary Shares or Receipts (except its countersignature hereof and thereof);


 


(ix) shall
not be liable in any respect on account of the identity, authority or rights of the parties (other than the Depositary) executing
or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under
this Deposit Agreement; and


 


(x) shall not be liable for any delays or
failures in performance resulting from acts beyond its control including, without limitation, acts of God, terrorist acts, shortage
of supply, pandemics, epidemics, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data
due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil
unrest.


 


The terms of this Section 5.3 shall survive
the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination
of this Deposit Agreement.


 


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 sixty (60) days after the delivery of the notice of resignation
or removal, as the case may be, appoint a successor Depositary, which shall be (i) a Person 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 or (ii)
an Affiliate of any such Person. If no successor Depositary shall have been so appointed and have accepted appointment within sixty
(60) days after delivery of such notice, the resigning or removed Depositary may, at the Corporation’s expense, 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 shares of the 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 successor Depositary shall promptly mail or transmit by such other method approved by such successor
Depositary, in its reasonable discretion, notice of its appointment to the Record Holders of Receipts.


 






    	 	-22-	 



     


    

 


Any Person into or with which the Depositary
may be merged, consolidated or converted, or any Person to which all or a substantial part of the assets of the Depositary may
be transferred or which succeeds to the shareholder services business of the Depositary 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.


 


The removal or resignation of the Depositary
shall automatically be deemed to be a removal of the Depositary as Registrar and Transfer Agent herein without any further act
or deed.


 


5.5             
Corporate Notices and Reports.


 


The Corporation agrees that it will deliver
to the Depositary, and the Depositary will, promptly after receipt of all necessary information and documents, transmit to the
Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s or Registrar’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 Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Amended
and Restated Certificate of Incorporation (including the Certificate of Designations), 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 in writing by the Corporation.


 


5.6             
Indemnification by the Corporation.


 


Notwithstanding Section 5.3 to the contrary,
the Corporation shall indemnify the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent (including each
of their officers, directors, agents and employees) against, and hold each of them harmless from and against, any fee, loss, damage,
cost, penalty, fine, judgment, liability or expense (including the reasonable costs and expenses of its legal counsel) which may
arise out of actions taken, suffered or omitted to be taken in connection with its acting as Depositary, Depositary’s Agent,
Registrar or Transfer Agent, respectively, under this Deposit Agreement (including, without limitation, the enforcement by the
Depositary, Depositary’s Agent, Registrar or Transfer Agent, as the case may be, of this Deposit Agreement) and the Receipts
by the Depositary, any Transfer Agent, any Registrar or any of their respective agents (including any Depositary’s Agent),
except for any liability arising out of gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction) 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 the termination of this Deposit Agreement and any
resignation, replacement, removal, or succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent.


 






    	 	-23-	 



     


    

 


5.7             
Fees, Charges and Expenses.


 


The Corporation agrees promptly to pay the
Depositary the compensation, as separately agreed upon with the Corporation, in accordance with such agreed upon terms, for all
services rendered by the Depositary, Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary
for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary, Depositary’s
Agent, Transfer Agent and Registrar without gross negligence, willful misconduct, bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction) on its part in connection with the services rendered by it (or any agent of the
Depositary) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of shares
of the Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Preferred Stock by owners
of Depositary Shares, and any redemption or exchange of shares of the Preferred Stock at the option of the Corporation. The Corporation
shall pay all transfer and other taxes and charges arising solely from the existence of the depositary arrangements. All other
transfer and other taxes and 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 of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation
at such intervals as the Corporation and the Depositary may agree.


 


5.8             
Tax Compliance.


 


The Depositary, on its own behalf and on behalf
of the Corporation, will comply with all applicable certification, information reporting, and withholding (including “backup
withholding”) requirements imposed by applicable tax laws, regulations, or administrative practice with respect to (i) any
payments made with respect to the Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption, or exercise
of rights under the Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely
filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or
its designated agent. The Depositary shall comply with any direction received from the Corporation with respect to the application
of such requirements to particular payments or holders or in other particular circumstances and may, for purposes of this Deposit
Agreement, rely on any such direction in accordance with the provisions of Section 5.3 hereof. The Depositary shall maintain all
appropriate records documenting compliance with such requirements, and shall make such records available on request to the Corporation
or to its authorized representatives.


 






    	 	-24-	 



     


    

 


ARTICLE
VI

Amendment and Termination


 


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
in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent) which shall 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 two-thirds 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 shares of the 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 executed
by a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with the terms of this
Section 6.1.


 


6.2             
Termination.


 


This Deposit Agreement may be terminated by
the Corporation at any time upon not less than sixty (60) days prior written notice to the Depositary, in which case, at least
thirty (30) days prior to the date fixed in such notice for such termination, the Depositary will mail or otherwise transmit notice
of such termination to the record Holders of all Receipts then outstanding. If any Receipts shall remain outstanding after the
date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue the transfer of Receipts, shall suspend
the distribution of dividends to the Holders of the Receipts thereof and shall not give any further notices (other than notice
of such termination) or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to the Preferred Stock, and shall continue to deliver the Preferred Stock and any
money and other property, if any, represented by Receipts upon surrender thereof by the Holders of Receipts thereof. At any time
after the expiration of two years from the date of termination, as may be instructed by the Corporation in writing, the Depositary
shall (i) sell the shares of the Preferred Stock then held hereunder at public or private sale, at such places and upon such terms
as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other property held by
it hereunder, without liability for interest, for the benefit, pro rata in accordance with their holdings, of the Holders
of Receipts that have not theretofore been surrendered, or (ii) return such shares of Preferred Stock to the Corporation.
After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement except to account
for such net proceeds and money and other property. The Depositary shall continue to receive its fees and expenses and shall continue
to be entitled to its protections set forth herein after termination of this Deposit Agreement so long as the Depositary continues
to provide services in connection with this Deposit Agreement. Nothing contained in this Section 6.2 shall impede the Depositary’s
right to resign under this Deposit Agreement.


 






    	 	-25-	 



     


    

 


Subject to the first paragraph of this Section
6.2, this Deposit Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares
have been redeemed pursuant to Section 2.8; (ii) there shall have been made a final distribution in respect of the 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 Section 4.1 or 4.2, as applicable; or (iii) upon the consent
of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding.


 


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, any Transfer Agent and any Registrar under Sections 5.3, 5.6 and 5.7 (including as to any services
of the Depositary, any Depositary’s Agent and any Registrar that are necessary following and in connection with the termination
of this Deposit Agreement); provided further that Sections 5.3, 5.6 and 5.7 shall survive the termination of this Deposit
Agreement.


 


ARTICLE
VII

Miscellaneous


 


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.
Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile, pdf or electronic mail (including
any signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signature and
Records Act or other applicable law, e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart
of this Deposit Agreement.


 


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.


 






    	 	-26-	 



     


    

 


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; provided, however, that if any such provision adversely affects the rights, duties, liabilities or obligations
of the Depositary, the Depositary shall be entitled to resign immediately upon written notice to the Corporation.


 


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 recognized next day courier service or by electronic mail, confirmed by letter, addressed to the Corporation at:


 


First Midwest Bancorp, Inc.

8750 West Bryn Mawr Avenue, Suite 1300

Chicago, IL 60631

Attention: Corporate Secretary

Email: Steven.Babinski@firstmidwest.com


 


with a copy to:


 


Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention:   Mark Menting

                    Cathy Clarkin

Facsimile: (212) 558-4000

Email:   mentingm@sullcrom.com

              clarkinc@sullcrom.com


 


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 recognized next day courier service or by facsimile transmission or electronic mail, confirmed by letter, addressed
to the Depositary at the Depositary’s Office at:


 


Computershare Inc.

Computershare Trust Company, N.A.,

150 Royall Street,


Canton, Massachusetts 02021

Attention: Corporate Actions

Facsimile No.: (781) 575-3146


 






    	 	-27-	 



     


    

 


With a copy to:


 


Computershare Inc.

Computershare Trust Company, N.A.,

150 Royall Street,


Canton, Massachusetts 02021

Attention: General Counsel

Facsimile No.: (781) 575-4210


 


or at any other address 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, recognized next day courier services, facsimile transmission or electronic mail, 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; or in the case of any Global Receipt Depository, in accordance with its applicable procedures
and arrangements for notices.


 


Delivery of a notice sent by mail or as provided
in this Section 7.4 shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation
thereof in the case of a facsimile transmission or electronic mail) is deposited, postage prepaid, in a post office letter box;
provided, that notice to a Global Receipt Depository shall be deemed to be effected at the time such notice is delivered
or made as provided in this Section 7.4; provided, further, that the Depositary or the Corporation may, however,
act upon any facsimile transmission or electronic mail received by it from the other or from any Holder of a Receipt, notwithstanding
that such facsimile transmission or electronic mail shall not subsequently be confirmed by letter or as aforesaid.


 


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.


 


7.6             
Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Preferred Stock.


 


The Corporation hereby appoints the Trust
Company and Computershare, acting jointly, as Registrar, Transfer Agent, dividend disbursing agent and redemption agent in respect
of the Receipts and shares of the Preferred Stock deposited with the Depositary hereunder, and the Trust Company and Computershare
hereby accept their respective appointments, subject to the express terms and conditions of this Deposit Agreement (and no implied
terms or conditions) and, as such, will reflect changes in the number of shares of deposited Preferred Stock held by it by notation,
book-entry or other appropriate method. With respect to the appointments of Trust Company and Computershare as Registrar, Transfer
Agent, dividend disbursing agent and redemption agent in respect of the Receipts and shares of the Preferred Stock deposited with
the Depositary hereunder, Trust Company and Computershare shall be entitled to the same rights, indemnities, immunities and benefits
as the Depositary hereunder as if explicitly named in each such provision.


 






    	 	-28-	 



     


    

 


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 by
acceptance of delivery thereof.


 


7.8             
Governing Law.


 


This Deposit Agreement and the Receipts 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 New York without giving effect to applicable conflicts of law principles.


 


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 made available for inspection during business hours upon
reasonable notice to the Depositary by any Holder of a Receipt.


 


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.


 


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, inter alia, 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. However, each party may disclose relevant aspects of the other party’s confidential
information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its
duties and obligations under this Deposit Agreement and such disclosure is not prohibited by applicable law. To avoid doubt, the
parties hereto shall not be required to keep the terms of this Deposit Agreement confidential.


 






    	 	-29-	 



     


    

 


7.12           
Further Assurances.


 


The Corporation shall perform, acknowledge
and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances
as may be reasonably required by the Depositary for the carrying out or performing by the Depositary of the provisions of this
Deposit Agreement.


 


 


[Remainder of page intentionally left
blank; signature page follows.]


 






    	 	-30-	 



     


    

 


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.


 


	 	FIRST MIDWEST BANCORP, INC.
	 	 
	 	By	/s/ Nicholas J. Chulos
	 	 	Name:	Nicholas J. Chulos
	 	 	Title:	Executive Vice President, General Counsel and Corporate Secretary



 


 


	 	COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and as Transfer Agent and Registrar
	 	 
	 	By	/s/ John H. Ruocco
	 	 	Name:	John H. Ruocco
	 	 	Title:	VP & Manager


 


[Signature page to Deposit Agreement]


 






     

     


    

 


EXHIBIT A:


 


FORM OF RECEIPT


 


[FORM OF FACE OF RECEIPT]


 


Unless this receipt is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC”), to First Midwest Bancorp, 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 VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


DEPOSITARY SHARES


 


DEPOSITARY RECEIPT FOR           DEPOSITARY SHARES,

EACH REPRESENTING A 1/40TH INTEREST IN ONE SHARE OF

FIXED RATE NON-CUMULATIVE PERPETUAL

PREFERRED STOCK, SERIES C


 


OF


 


FIRST MIDWEST BANCORP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


CUSIP 320867 500





SEE REVERSE FOR CERTAIN DEFINITIONS


 


Computershare, Inc. and Computershare Trust
Company, N.A., jointly as Depositary (collectively, the “Depositary”) hereby certify that Cede & Co. is
the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing a 1/40th
interest in one share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, without par value, liquidation preference
$1,000 per share (the “Preferred Stock”), of First Midwest Bancorp, Inc., a Delaware corporation (the “Corporation”),
on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated June 24,
2020 (the “Deposit Agreement”), among the 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 or facsimile signature
of a duly authorized officer and, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, countersigned
by such Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof.


 






    	 	A-1	 



     


    

 


Dated: ___________________, 20


 


	COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY,
as Depositary	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






    	 	A-2	 



     


    

 


[FORM OF REVERSE OF RECEIPT]


 


FIRST MIDWEST BANCORP, INC.


 


FIRST MIDWEST BANCORP, INC. 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
OF FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C, OF FIRST MIDWEST BANCORP, INC. 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 Transfer Agent.


 


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 of survivorship and not as tenants in common	TEN BY ENT	As tenants by the entireties
	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), Administratrix	EX	Executor(s), Executrix	PAR	Paragraph
	AGMT	Agreement	FBO	For the benefit of	PL	Public law
	ART	Article	FDN	Foundation	TR	(As) trustee(s), for, of
	CH	Chapter	GDN	Guardian	U	Under
	CUST	Custodian for	GDNSHP	Guardianship	UA	Under agreement
	DEC	Declaration	MIN	Minor	UW	Under will of, Of will of, Under last will & testament
	EST	Estate, of Estate of	 	 	 	 



 






    	 	A-3	 



     


    

 


Assignment


 


For value received, ___________________________hereby
sell(s), assign(s) and transfers(s) unto


 


		 	 
	 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 



 





		 	 
	 	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL 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.


 






    	 	A-4