Exhibit
4.2 





 



 


DEPOSIT AGREEMENT


 


among


 


ASSOCIATED BANC-CORP,

as Issuer


 


EQUINITI TRUST COMPANY,

as Depositary,


 


and


 


THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


 


Dated as of June 15, 2020


 





 










     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I


    Defined terms
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	ARTICLE II


    Form of Receipts, Deposit of Stock,
 Execution and Delivery, Transfer,

    Surrender and Redemption of Receipts
	 	 	 
	Section 2.1.	Form and
    Transfer of Receipts	3
	 	 	 
	Section 2.2.	Deposit
    of Stock; Execution and Delivery of Receipts in Respect Thereof	4
	 	 	 
	Section 2.3.	Registration
    of Transfer of Receipts	5
	 	 	 
	Section 2.4.	Split-ups
    and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock	5
	 	 	 
	Section 2.5.	Limitations
    on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	6
	 	 	 
	Section 2.6.	Lost
    Receipts, etc.	6
	 	 	 
	Section 2.7.	Cancellation
    and Destruction of Surrendered Receipts	6
	 	 	 
	Section 2.8.	Redemption
    of Stock	7
	 	 	 
	Section 2.9.	Receipts
    Issuable in Global Registered Form	8
	 	 	 
	ARTICLE III
    

Certain Obligations of
 Holders of Receipts and the Company
	 	 	 
	Section 3.1.	Filing
    Proofs, Certificates and Other Information	9
	 	 	 
	Section 3.2.	Payment
    of Taxes or Other Governmental Charges	9
	 	 	 
	Section 3.3.	Warranty
    as to Stock	10
	 	 	 
	Section 3.4.	Warranty
    as to Receipts	10
	 	 	 
	ARTICLE IV


    The Deposited Securities; Notices
	 	 	 
	Section 4.1.	Cash
    Distributions	10
	 	 	 
	Section 4.2.	Distributions
    Other than Cash, Rights, Preferences or Privileges	10
	 	 	 



 






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	Section 4.3.	Subscription
    Rights, Preferences or Privileges	11
	 	 	 
	Section 4.4.	Notice
    of Dividends, etc.; Fixing Record Date for Holders of Receipts	12
	 	 	 
	Section 4.5.	Voting
    Rights	12
	 	 	 
	Section 4.6.	Changes
    Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	13
	 	 	 
	Section 4.7.	Delivery
    of Reports	13
	 	 	 
	Section 4.8.	Lists
    of Receipt Holders	13
	 	 	 
	ARTICLE V


    The Depositary, the Depositary’s
 Agents, the Registrar and the Company
	 	 	 
	Section 5.1.	Maintenance
    of Offices, Agencies and Transfer Books by the Depositary; Registrar	14
	 	 	 
	Section 5.2.	Prevention
    of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company	14
	 	 	 
	Section 5.3.	Obligations
    of the Depositary, the Depositary’s Agents, the Registrar and the Company	15
	 	 	 
	Section 5.4.	Resignation
    and Removal of the Depositary; Appointment of Successor Depositary	16
	 	 	 
	Section 5.5.	Corporate
    Notices and Reports	17
	 	 	 
	Section 5.6.	Indemnification
    by the Company	17
	 	 	 
	Section 5.7.	Fees,
    Charges and Expenses	18
	 	 	 
	ARTICLE VI


    Amendment and Termination
	 	 	 
	Section 6.1.	Amendment	18
	 	 	 
	Section 6.2.	Termination	18
	 	 	 
	ARTICLE VII
    

Miscellaneous
	 	 	 
	Section 7.1.	Counterparts	19
	 	 	 
	Section 7.2.	Exclusive
    Benefit of Parties	20
	 	 	 
	Section 7.3.	Invalidity
    of Provisions	20
	 	 	 
	Section 7.4.	Notices	20



 






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	Section 7.5.	Depositary’s
    Agents	21
	 	 	 
	Section 7.6.	Appointment
    of Registrar and Transfer Agent in Respect of the Receipts	21
	 	 	 
	Section 7.7.	Holders
    of Receipts Are Parties	21
	 	 	 
	Section 7.8.	Governing
    Law	21
	 	 	 
	Section 7.9.	Inspection
    of Deposit Agreement	21
	 	 	 
	Section 7.10.	Headings	21
	 	 	 
	Exhibit A	Form of
    Receipt	A-1
	 	 	 
	Exhibit B	Calculation
    of Cash Dividends	B-1
	 	 	 
	Exhibit C	Articles
    of Amendment	C-1




 






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DEPOSIT AGREEMENT dated
as of June 15, 2020 among (i) ASSOCIATED BANC-CORP, a Wisconsin corporation, (ii) EQUINITI TRUST COMPANY, a trust
company organized under the laws of the State of New York, and (iii) the holders from time to time of the Receipts described
herein.


 


WHEREAS, it is desired
to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 5.625% Non-Cumulative Perpetual Preferred
Stock, Series F, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance
hereunder of Depositary Shares representing a fractional interest in the Stock deposited and for the execution and delivery of
Receipts evidencing Depositary Shares;


 


WHEREAS, the Receipts
are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this Deposit Agreement; and


 


WHEREAS, the terms
and conditions of the 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, of the Company are substantially set forth
in the Articles of Amendment attached hereto as Exhibit C;


 


NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as follows:


 


ARTICLE I


 


Defined
terms


 


Section 1.1.       Definitions.


 


The following definitions
shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms of such terms)
used in this Deposit Agreement and the Receipts:


 


“Articles”
shall mean the Articles of Amendment filed with the State of Wisconsin Department of Financial Institutions establishing the Stock
as a series of preferred stock of the Company, and setting forth the rights, preferences and privileges of the Stock, and attached
hereto as Exhibit C, and as such certificate may be amended or restated from time to time.


 


“Company”
shall mean Associated Banc-Corp, a Wisconsin corporation, and its successors.


 


“DTC”
shall mean The Depositary Trust Company.


 


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


 


“Depositary”
shall mean Equiniti Trust Company, a trust company organized under the laws of the State of New York, and any successor as Depositary
hereunder.


 


“Depositary
Share Redemption Price” shall have the meaning set forth in Section 2.8.


 






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“Depositary
Shares” shall mean the security representing a 1/40th fractional interest in a share of the Stock, and the same proportionate
interest in any and all other property received by the Depositary in respect of such share of Stock and held under this Deposit
Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary
Share is entitled, proportionately, to all the rights, preferences and privileges of the Stock represented by such Depositary Share
(including the dividend, voting, redemption and liquidation rights contained in the Articles of Amendment).


 


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


 


“Depositary’s
Office” shall mean the principal office of the Depositary, at which at any particular time its depositary receipt business
in respect of matters governed by this Deposit Agreement shall be administered.


 


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


 


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


 


(1)            (A) the
Global Receipt Depository which is the holder of such Global Registered Receipt or Receipts notifies the Company 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 Company has not appointed a qualified successor Global Receipt Depository
within ninety (90) calendar days after the Company received such notice, or


 


(2)            the
Company 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 Receipt or Receipts.


 


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Company in or pursuant to this Deposit Agreement, which Person must be, to the extent required by any applicable
law or regulation, a clearing agency registered under the Exchange Act.


 


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


 


“Letter of
Representations” shall mean any applicable agreement among the Company, the Depositary and a Global Receipt Depository
with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as
the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 


“Preferred
Stock Redemption Price” shall have the meaning set forth in Section 2.8.


 






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“Receipt”
shall mean a receipt issued hereunder to evidence one or more Depositary Shares held of record by the record holder of such Depositary
Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A.


 


“record holder”
or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books
of the Depositary maintained by the Depositary for such purpose.


 


“Registrar”
shall mean the Depositary or such other bank or trust company which shall be appointed by the Company to register ownership and
transfers of Receipts and the deposited Stock as herein provided and if a Registrar shall be so appointed, references herein to
 “the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained
by such Registrar for such purpose.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Stock”
shall mean shares of the Company’s 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, $1,000 liquidation preference
per share, $1.00 par value per share.


 


“Transfer
Agent” shall mean the Depositary or such other bank or trust company which shall be appointed by the Company to transfer
the Receipts and the deposited Stock.


 


ARTICLE II


 


Form of
Receipts, Deposit of Stock,

Execution and Delivery, Transfer,

Surrender and Redemption of Receipts


 


Section 2.1.       Form and
Transfer of Receipts.


 


Definitive Receipts
shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, in each case with appropriate
insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so as to comply with
applicable rules of the New York Stock Exchange.


 


Receipts shall be executed
by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled
to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed by manual
or facsimile signature by a duly authorized officer of the Depositary. 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 Company 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 Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Receipts are subject.


 






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Title to Depositary
Shares evidenced by a Receipt that is properly endorsed or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer
of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the
purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in
this Deposit Agreement and for all other purposes.


 


Section 2.2.       Deposit
of Stock; Execution and Delivery of Receipts in Respect Thereof.


 


Subject to the terms
and conditions of this Deposit Agreement, the Company may from time to time deposit shares of the Stock under this Deposit Agreement
by delivery to the Depositary of (i) a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied,
if required by the Depositary, by a duly executed instrument of transfer or endorsement, or (ii) an instruction letter from
the Company authorizing the Depositary to register such shares of Stock in book-entry form, each in form satisfactory to the Depositary,
together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement
and all other information required to be set forth, and together with a written order of the Company directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing
in the aggregate the number of Depositary Shares representing such deposited Stock.


 


Deposited Stock 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 Stock deposited hereunder.


 


Upon receipt by the
Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the Stock on the books of the Company (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, a Receipt or Receipts evidencing in the aggregate the number of
Depositary Shares representing the 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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Section 2.3.       Registration
of Transfer of Receipts.


 


Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon
any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number
of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon
the order of the person entitled thereto.


 


The Depositary shall
not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen
days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day
of the mailing or other transmission of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt
called or being called for redemption in whole or in part except as provided in Section 2.8.


 


Section 2.4.       Split-ups
and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock.


 


Upon surrender of a
Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary
shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number
of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon
the order of the holder of the Receipt or Receipts so surrendered.


 


Any holder of a Receipt
or Receipts may withdraw the number of whole shares of Stock and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals.
Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by
such holder as hereinafter provided, the number of whole shares of 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 Stock will not thereafter be entitled
to deposit such Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary
Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition
to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder,
or subject to Section 2.3 upon such holder’s order, a new Receipt evidencing such excess number of Depositary Shares.


 


Except as provided
in Section 6.2, in no event will fractional shares of Stock (or any cash payment in lieu thereof) be delivered by the Depositary.
Delivery of the 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.


 






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If the 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
Receipt or Receipts being surrendered for withdrawal of 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 Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.


 


Delivery of the Stock
and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at
the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts
and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.


 


Section 2.5.       Limitations
on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.


 


As a condition precedent
to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary,
any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by
the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity
and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company
may establish consistent with the provisions of this Deposit Agreement and/or applicable law.


 


The deposit of Stock
may be refused, the delivery of Receipts against 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 Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary,
any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any
government or governmental body or commission or under any provision of this Deposit Agreement.


 


Section 2.6.       Lost
Receipts, etc.


 


In case any Receipt
shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form
and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of
such destruction or loss or theft of such Receipt, of the authenticity thereof and of such holder’s ownership thereof and
(ii) the holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to the Depositary.


 


Section 2.7.       Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law
or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.


 






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Section 2.8.       Redemption
of Stock.


 


Whenever the Company
shall be permitted and shall elect to redeem shares of Stock in accordance with the provisions of the Articles (including on account
of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary)
give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption
Date (as defined below), notice of the date of such proposed redemption of Stock and of the number of such shares held by the Depositary
to be so redeemed and the applicable Depositary Share Redemption Price (as defined below), which notice shall be accompanied by
a certificate from the Company stating that such redemption of Stock is in accordance with the provisions of the Articles. On the
date of such redemption, provided that the Company shall then have paid or caused to be paid in full to the Depositary the redemption
price per share of Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for
redemption, in accordance with and as required by the provisions of the Articles (the “Preferred Stock Redemption Price”),
the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of the Company’s
redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed
by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption
of such 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 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; provided however, that if the Depositary Shares are represented by a Global Registered Receipt as described
in Section 2.9 below, notice will be given in accordance with the procedures of DTC. Unless DTC procedures require otherwise,
each such notice shall be prepared by the Company 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 Depositary Share Redemption Price; and (iv) the place
or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the Depositary Share Redemption Price.
In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected
by the Depositary by lot or pro rata (as nearly as may be).


 


Notice having been
provided by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to provide the
funds necessary to redeem the Stock evidenced by the Depositary Shares called for redemption) (i) all shares of Stock called
for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the
right to receive the Preferred Stock Redemption Price without interest), (ii) the Depositary Shares being redeemed from such
proceeds shall cease to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares shall, to the
extent of such Depositary Shares, cease and terminate (except the right to receive the Depositary Share Redemption Price without
interest), and (iii) 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 (the “Depositary
Share Redemption Price”) equal to one-fortieth of the Preferred Stock Redemption Price per share of Stock so redeemed
plus all money and other property, if any, represented by such Depositary Shares.


 






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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.


 


Section 2.9.       Receipts
Issuable in Global Registered Form.


 


If the Company shall
determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or
more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement,
execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall
be denominated in an amount equal to the aggregate number 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 Company 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 Company, the Depositary and any director, officer, employee or agent of the Company or the Depositary
as the holder of such Global Registered Receipt for all purposes whatsoever.


 


Unless and until definitive
Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global
Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions
in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and
arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is
required under this Deposit Agreement, the Company 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 in accordance with its applicable procedures.


 






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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 Company for the execution and delivery of individual definitive registered Receipts in exchange for such Global
Registered Receipt, shall execute and deliver, individual definitive registered Receipts, in authorized denominations and of like
tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt surrendered in
exchange for such Global Registered Receipt.


 


Definitive registered
Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 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 Company 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.


 


ARTICLE III


 


Certain
Obligations of

Holders of Receipts and the Company


 


Section 3.1.       Filing
Proofs, Certificates and Other Information.


 


Any holder of a Receipt
may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary
or the Company may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal
of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution
or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed
or such representations and warranties are made.


 


Section 3.2.       Payment
of Taxes or Other Governmental Charges.


 


Holders of Receipts
shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration
of transfer of any Receipt or any withdrawal of 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 or other distributions may be withheld
or any part of or all the 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 or other distributions or the proceeds of any such sale may be applied to any payment of such charges
or expenses, the holder of such Receipt remaining liable for any deficiency.


 






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Section 3.3.       Warranty
as to Stock.


 


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


 


Section 3.4.       Warranty
as to Receipts.


 


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


 


ARTICLE IV


 


The
Deposited Securities; Notices


 


Section 4.1.       Cash
Distributions.


 


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


 






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Section 4.2.       Distributions
Other than Cash, Rights, Preferences or Privileges.


 


Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at the direction
of the Company, 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 the Receipts held by such holders, in any manner that the Company 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 in accordance with the direction of the Company, or if for any other reason (including
any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method
as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private
sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of
any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by
the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The
Company 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 Company 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.


 


Section 4.3.       Subscription
Rights, Preferences or Privileges.


 


If the Company shall
at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other
nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders
of Receipts in such manner as the Company shall instruct the Depositary in writing, 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 Company; provided,
however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines
that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available
to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts
who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of
the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges
available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record holders of Receipts
entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.


 






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The Company 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 Company agrees with the Depositary that it will file promptly a registration statement pursuant to such Act with
respect to such rights, preferences or privileges and securities and use its reasonable 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 Company shall have provided to the Depositary an opinion
of counsel to the effect that the offering and sale of such securities to such holders are exempt from registration under the provisions
of the Securities Act.


 


The Company 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 Company agrees with the Depositary that the Company will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.


 


Section 4.4.       Notice
of Dividends, etc.; Fixing Record Date for Holders of Receipts.


 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or
privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting
at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary
and the Company 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 Company with respect to, or otherwise in accordance with the terms of, the Stock, as
identified in a written notice to the Depositary of such record date) 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.


 


Section 4.5.       Voting
Rights.


 


Upon receipt of notice
of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
(or, for a Global Registered Receipt, otherwise provide in accordance with Section 2.9) to the record holders of Receipts
a notice prepared by the Company which shall contain (i) such information as is contained in such notice of meeting and (ii) a
statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting
rights pertaining to the amount of 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 Company) and a brief statement
as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record
date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set
forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts
as to which any particular voting instructions are received. The Company hereby agrees to take all reasonable action which may
be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In
the absence of authorization from the holder of a Receipt, the Depositary will abstain from voting (but shall appear at any meeting
with respect to the Stock unless directed to the contrary by the record holders of all the related Receipts) to the extent of the
shares of Stock (or portion thereof) represented by the applicable Depositary Shares evidenced by such Receipt.


 






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


 


Upon any change in
par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization,
merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval
of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable,
(i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share
in one share of Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each
case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification
of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be
received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received
in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the
approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding,
holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender
such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or
for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock
represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered immediately
prior to the effective date of such transaction.


 


Section 4.7.     Delivery
of Reports.


 


The Depositary shall
furnish to holders of Receipts any reports and communications received from the Company which are received by the Depositary and
which the Company is required to furnish to the holders of the Stock.


 


Section 4.8.     Lists
of Receipt Holders.


 


Promptly upon request
from time to time by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names,
addresses and holdings of Depositary Shares of all record holders of Receipts.


 






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ARTICLE V


 


The
Depositary, the Depositary’s

Agents, the Registrar and the Company


 


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


 


Upon execution of this
Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration
and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions
of this Deposit Agreement.


 


The Depositary
shall keep books at the Depositary’s Office for the registration and registration of transfer, surrender and exchange
of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided
that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a
proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.


 


The Depositary may,
with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby.
If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on
one or more national stock exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such
Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary
if so permitted by the requirements of any such exchange) may be removed and a substitute Registrar appointed by the Depositary
upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or
more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration,
registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law
or applicable stock exchange regulation.


 


Section 5.2.     Prevention
of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company.


 


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


 






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Section 5.3.     Obligations
of the Depositary, the Depositary’s Agents, the Registrar and the Company.


 


Neither the Depositary nor any Depositary’s
Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement
to holders of Receipts other than for its gross negligence or willful misconduct (which misconduct must be 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 the Company 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),
whether or not foreseeable, even if the Depositary or the Company has been advised of the possibility thereof and regardless of
the form of action in which such damages are sought, and the Depositary’s aggregate liability to the Company, or any of the
Company’s representatives or agents, under this Section 5.3 or under any other term or provision of this Agreement,
whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, the aggregate amount
actually received by the Depositary as fees and charges under this Agreement, but not including reimbursable expenses previously
reimbursed to the Depositary by the Company hereunder.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Company shall be under, any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve
it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be
required.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Company 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 Stock for deposit,
any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary,
any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting
to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


The Depositary shall
not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote made, as long as any such action or non-action is taken without gross negligence or willful misconduct (which
gross negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).
The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement
against the Depositary or any Registrar.


 






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


 


The Depositary shall
not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit
Agreement or of the Receipts, the Depositary Shares or the 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 Company
and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.


 


In the event the Depositary
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication,
paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement,
the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering
to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking
any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other
person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed
by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes
the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts,
or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.


 


Section 5.4.     Resignation
and Removal of the Depositary; Appointment of Successor Depositary.


 


The Depositary may
at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, 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 Company 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 Company shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its
principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor
Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and deliver to its predecessor and to the Company 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 Company, 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 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, for a Global Registered Receipt, otherwise provide in accordance with Section 2.9)
notice of its appointment to the record holders of Receipts.


 






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Any entity into or
with which the Depositary may be merged, consolidated or converted shall be the successor of such 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 in the name of the successor Depositary.


 


Section 5.5.     Corporate
Notices and Reports.


 


The Company agrees
that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record holders
of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including
without limitation financial statements) required by law, by the rules of any national securities exchange upon which the
Stock, the Depositary Shares or the Receipts are listed or by the Company’s Amended and Restated Articles of Incorporation,
as amended (including the Articles), to be furnished to the record holders of Receipts. Such transmission will be at the Company’s
expense and the Company 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 Company’s expense such other
documents as may be requested by the Company.


 


Section 5.6.     Indemnification
by the Company.


 


Notwithstanding Section 5.3
to the contrary, the Company shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of
their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty,
liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered
or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any
liability arising out of gross negligence or willful misconduct on the respective parts of any such person or persons (which gross
negligence or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).
The obligations of the Company set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or
Depositary’s Agent.


 






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Section 5.7.     Fees,
Charges and Expenses.


 


The Company agrees
promptly to pay the Depositary the compensation to be agreed upon with the Company for all services rendered by the Depositary
hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses)
incurred by the Depositary in connection with the services rendered by it (or such Depositary’s Agent) hereunder. The Company
shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary
Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the
option of the Company. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence
of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of holders
of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses
for which the Company 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 Company at such intervals as the Company and the Depositary may agree.


 


ARTICLE VI


 


Amendment
and Termination


 


Section 6.1.     Amendment.


 


The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company
and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall
materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved
by the holders of at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions
or voting or redemption rights, two-thirds of the holders) 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 Depositary 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 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 stock exchange.


 


Section 6.2.     Termination.


 


This Deposit Agreement
may be terminated by the Company at any time upon not less than 60 days prior written notice to the Depositary, in which case,
at least 30 days prior to the date fixed in such notice for such termination, the Depositary will mail (or, for a Global Registered
Receipt, otherwise provide in accordance with Section 2.9) notice of such termination to the record holders of all Receipts
then outstanding.


 






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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 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 Stock, shall sell rights, preferences or privileges as provided in this
Deposit Agreement and shall deliver the number of whole or fractional shares of Stock and any money and other property, if any,
represented by Receipts upon surrender thereof by the holders thereof. At any time after the expiration of two years from the date
of termination, the Depositary may sell 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. 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, and its obligations to the Company
under Section 5.3.


 


This Deposit Agreement
will terminate automatically if (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8 or (ii) there
shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up
of the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to Section 4.1
or 4.2, as applicable.


 


Upon the termination
of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.


 


ARTICLE VII


 


Miscellaneous


 


Section 7.1.     Counterparts.


 


This Deposit Agreement
may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile or electronic
mail shall be effective as delivery of a manually executed counterpart of this Deposit Agreement.


 






    19 


     


    

 


Section 7.2.     Exclusive
Benefit of Parties.


 


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


 


Section 7.3.     Invalidity
of Provisions.


 


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


 


Section 7.4.      Notices.


 


Any and all notices
to be given to the Company 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 by telegram, facsimile transmission or electronic mail confirmed by letter, addressed to the Company
at


 


Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin 54301

Attention: General Counsel

Facsimile No.: 920-431-8899


 


or at any other addresses of which the
Company 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 by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s
Office at


 


Equiniti Trust Company

1110 Centre Point Curve Suite 101 


Mendota Heights, MN 55120

Attention: Associated Banc-Corp Account Manager

Facsimile No.: 651-450-4078


 


or at any other address of which the Depositary
shall have notified the Company in writing.


 


Any and all notices
to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been
duly given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder
at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have timely filed with
the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated
in such request.


 






    20 


     


    

 


Delivery of a notice
sent by mail or by facsimile transmission 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) is deposited, postage prepaid, in a post office letter
box. The Depositary or the Company may, however, act upon any facsimile transmission received by it from the other or from any
holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.


 


Section 7.5.     Depositary’s
Agents.


 


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


 


Section 7.6.     Appointment
of Registrar and Transfer Agent in Respect of the Receipts.


 


The Company hereby
appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the deposited Stock and the Depositary hereby
accepts such appointments.


 


Section 7.7.     Holders
of Receipts Are Parties.


 


The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance of delivery thereof.


 


Section 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.


 


Section 7.9.     Inspection
of Deposit Agreement.


 


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


 


Section 7.10.   Headings.


 


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


 






    21 


     


    

 


IN WITNESS WHEREOF,
the Company 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.


 


	 	ASSOCIATED BANC-CORP
	 	
	 	By: 	/s/ Christopher J. Del Moral-Niles
	 	 	Name:    Christopher J. Del Moral-Niles
	 	 	Title:      Executive Vice President and Chief Financial Officer





 


	 	EQUINITI TRUST COMPANY
	 	 
	 	By: 	/s/ Martin Knapp
	 	 	Name:   Martin Knapp
	 	 	Title:     Vice President, Relationship Director





 


[Deposit Agreement]









     


     


    

 


EXHIBIT A


 


[FORM OF FACE OF RECEIPT]


 


ANY PURCHASER OR SUBSEQUENT TRANSFEREE OF THIS RECEIPT OR ANY
INTEREST HEREIN REPRESENTS BY ITS PURCHASE OF THIS RECEIPT THAT IT EITHER (1) IS NOT, AND IS NOT PURCHASING THIS RECEIPT ON
BEHALF OF OR WITH THE ASSETS OF, A PENSION, PROFIT-SHARING OR OTHER EMPLOYEE BENEFIT PLAN SUBJECT TO THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY INDIVIDUAL RETIREMENT ACCOUNT (“IRA”), KEOGH PLAN
OR ANY OTHER PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE  OF 1986, AS AMENDED (THE “CODE”),
ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” WITHIN THE MEANING OF ERISA BY REASON OF
THE INVESTMENTS BY SUCH PLANS OR ACCOUNTS THEREIN (EACH, A “PLAN”), OR ANY EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN
(AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF  ERISA OR THE CODE BUT IS
SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”) OR (2) THE
PURCHASE AND HOLDING OF THIS RECEIPT WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975
OF THE CODE OR UNDER ANY APPLICABLE SIMILAR LAWS.


 


DEPOSITARY SHARES


 


DR1


 


DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
EACH

REPRESENTING 1/40TH OF ONE SHARE OF 5.625% NON-CUMULATIVE PREFERRED STOCK, SERIES F,


 


OF


 


ASSOCIATED BANC-CORP


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF WISCONSIN


 


CUSIP 045487402

SEE REVERSE FOR CERTAIN DEFINITIONS


 


Equiniti Trust Company,
as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of 4,000,000 DEPOSITARY
SHARES (“Depositary Shares”), each Depositary Share representing 1/40th of one share of 5.625% Non-Cumulative Perpetual
Preferred Stock, Series F, $1.00 par value, liquidation preference $1,000 per share of Associated Banc-Corp, a Wisconsin corporation
(the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of June 15, 2020 (the “Deposit Agreement”), among the Company, 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 of the Depositary.


 






    A-1


     


    

 


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


 


Dated: June 15, 2020


 


Equiniti Trust Company, as Depositary


 


By: _________________________

     Authorized Officer


 






    A-2 


     


    

 



 


[FORM OF REVERSE OF RECEIPT]


 


ASSOCIATED BANC-CORP


 


ASSOCIATED BANC-CORP
WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
ARTICLES OF AMENDMENT ESTABLISHING THE 5.625% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F, OF ASSOCIATED BANC-CORP ANY SUCH
REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 


_____________________________


 


The Company 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 Company, and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to the Company or to the Depositary.


 


EXPLANATION OF ABBREVIATIONS


 


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


 


	Abbreviation	Equivalent Phrase	Abbreviation	Equivalent Phrase
	JT TEN	As joint tenants, with right 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(s)	U	Under
	CUST	Custodian for	GDNSHP	Guardianship	UA	Under agreement
	DEC	Declaration	MIN	Minor(s)	UW	Under will of, Of will of, Under last will & testament
	EST	Estate, of Estate of	 	 	 	 


 






    A-3


     


    

 


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


 


______________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


 


Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint _______________________________________
Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution
in the premises.


 


	Dated:		 	 
	 	 	 	 
	NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.




 


SIGNATURE GUARANTEED


 


NOTICE: The signature(s) should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.


 






    A-4


     


    

 


EXHIBIT B


 


Holders of shares of
Stock shall be entitled to receive, only when, as and if declared by the Company’s Board of Directors, or a duly authorized
committee of the Board of Directors, but only out of funds legally available therefor, cash dividends computed in accordance with
this Exhibit B and payable quarterly in arrears on the 15th day of each March, June, September and December in
each year (each such date a “Dividend Payment Date”), commencing on September 15, 2020, to holders of record
on the 15th calendar day before such Dividend Payment Date or such other record date not more than 60 nor less than
10 days preceding such Dividend Payment Date fixed for that purpose by the Board of Directors or such committee in advance
of payment of each particular dividend (each such date a “Dividend Record Date”). Any such day that is a Dividend
Record Date shall be a Dividend Record Date whether or not such day is a Business Day. If a Dividend Payment Date is not a Business
Day, the applicable dividend will be paid on the first Business Day following that day without adjustment in the amount of the
dividend per share of Stock.


 


Dividend Computation:


 


Dividends payable on
shares of Stock in respect of each Dividend Payment Date shall be computed on the basis of a 360-day year consisting of twelve
30-day months. To the extent that any dividends payable on the shares of the Stock on any Dividend Payment Date are not declared
and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to
accrue and be payable, and the Company shall have no obligation to pay, and the holders of the Stock shall have no right to receive,
dividends accrued for such Dividend Period after such Dividend Payment Date for such Dividend Period or interest with respect to
such dividends not declared, whether or not dividends are declared for any subsequent Dividend Period with respect to the Stock.


 


Definitions:


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the City of New York
are not authorized or obligated by law, regulation or executive order to close.


 


“Dividend
Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including)
the next succeeding Dividend Payment Date (except that the first Dividend Period (i) for the initial issuance of Stock shall
commence upon (and include) the Issue Date and (ii) for Stock issued after the Issue Date, shall commence upon (and include)
the applicable Start Date).


 


“Dividend
Rate” means a rate per annum equal to 5.625%.


 


“Issue Date”
means the initial date of delivery of shares of Stock.


 


“Start Date”
means, for each share of Stock, (x) the Issue Date, if such share was issued on the Issue Date, (y) if such share was
not issued on the Issue Date, the date of issue, if issued on a Dividend Payment Date, or (z) otherwise, the most recent Dividend
Payment Date preceding the date of issue of such share.


 






    B-1


     


    

 


EXHIBIT C


 


[Articles of Amendment]


 






    C-1