Exhibit 4.1


 


MERCHANTS BANCORP


 


6.00% FIXED RATE SERIES C NON-CUMULATIVE
PERPETUAL PREFERRED STOCK


 


DEPOSIT AGREEMENT


 


among MERCHANTS BANCORP,


 


COMPUTERSHARE INC.,


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.,


 


and


 


THE HOLDERS FROM TIME TO TIME OF


 


THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


Dated as of March 23, 2021


 






    


     


    

 


TABLE OF CONTENTS


 




	 	Page  
	Article I. DEFINED TERMS	1
	Section 1.1 Definitions	1
	Article II. APPOINTMENT OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND DELIVERY; TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS	2
	Section 2.1 Appointment of Depository	2
	Section 2.2 Book-Entry System; Form and Transfer of Receipts	2
	Section 2.3 Deposit of Stock; Execution and Delivery of Receipts	4
	Section 2.4 Registration of Transfer of Receipts	5
	Section 2.5 Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock	5
	Section 2.6 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	6
	Section 2.7 Lost Receipts, etc	6
	Section 2.8 Cancellation and Destruction of Surrendered Receipts	6
	Section 2.9 Redemption of Stock	6
	Article III. CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION	8
	Section 3.1 Filing Proofs; Certificates and Other Information	8
	Section 3.2 Payment of Taxes or Other Governmental Charges	8
	Section 3.3 Warranty as to Stock	8
	Section 3.4 Warranty as to Receipts	8
	Article IV. THE DEPOSITED SECURITIES; NOTICES	8
	Section 4.1 Cash Distributions	8
	Section 4.2 Distributions Other than Cash, Rights, Preferences or Privileges	9
	Section 4.3 Subscription Rights, Preferences or Privileges	9
	Section 4.4 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	10
	Section 4.5 Voting Rights	10
	Section 4.6 Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	10
	Section 4.7 Delivery of Reports	11
	Section 4.8 Lists of Receipt Holders	11
	Article V. THE DEPOSITORY, THE DEPOSITORY’S AGENTS, THE REGISTRAR AND THE CORPORATION	11
	Section 5.1 Maintenance of Offices, Agencies and Transfer Books by the Depository; Registrar; Depository’s Agents	11
	Section 5.2 Prevention of or Delay in Performance by the Depository, the Depository’s Agents, the Registrar, the Transfer
Agent or the Corporation	12



 






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	Section 5.3 Obligations of the Depository, the Depository’s Agents, the Registrar, the Transfer Agent and the Corporation	12
	Section 5.4 Resignation and Removal of the Depository; Appointment of Successor Depository	15
	Section 5.5 Corporate Notices and Reports	15
	Section 5.6 Indemnification by the Corporation	16
	Section 5.7 Fees, Charges and Expenses	16
	Section 5.8 Tax Compliance	16
	Article VI. AMENDMENT AND TERMINATION	17
	Section 6.1 Amendment	17
	Section 6.2 Termination	17
	Article VII. MISCELLANEOUS	17
	Section 7.1 Counterparts	17
	Section 7.2 Exclusive Benefit of Parties	18
	Section 7.3 Invalidity of Provisions	18
	Section 7.4 Notices	18
	Section 7.5 Appointment of Registrar and Transfer Agent, Dividend Disbursing Agent and Redemption Agent	19
	Section 7.6 Holders of Receipts Are Parties	19
	Section 7.7 Governing Law	19
	Section 7.9 Force Majeure	19
	Section 7.10 Confidentiality	20


 


	EXHIBIT A [FORM OF FACE OF RECEIPT]	A-1


 






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THIS DEPOSIT AGREEMENT dated as of
March 23, 2021, among (i) MERCHANTS BANCORP, an Indiana corporation and its successors (the “Corporation”), (ii) COMPUTERSHARE
INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust
company and the wholly-owned subsidiary of Computershare (the “Trust Company”), and (iii) the Holders (as defined herein)
from time to time of the Receipts (as defined herein) described in this Agreement.


 


RECITALS


 


WHEREAS, the parties desire to provide,
as set forth in this Agreement, for the deposit of shares of the Corporation’s 6.00% Fixed Rate Series C Non-Cumulative Perpetual
Preferred Stock, no par value, with a liquidation preference of $1,000 per share, from time to time with the Depository (as defined
herein) for the purposes set forth in this Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares (as
defined herein) in respect of the Stock (as defined herein) so deposited; and


 


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


 


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


 


Article
I.

DEFINED TERMS


 


Section 1.1 Definitions.


 


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


 


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


 


“Articles” shall mean the Articles
of Amendment filed with the Secretary of State of the State of Indiana establishing the Stock as a series of preferred stock of
the Corporation.


 


“Computershare” shall have the
meaning set forth in the Preamble of this Agreement.


 


“Corporation” shall have the
meaning set forth in the Preamble of this Agreement.


 


“Depository” shall mean, collectively,
Computershare and the Trust Company, and any successor as depository hereunder.


 


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


 


“Depository’s Agent” shall
mean an agent appointed by the Depository pursuant to Section 5.1 hereof.


 


“Depository’s Office”
shall mean the designated office of the Depository, at which at any particular time its depositary receipt business shall be administered.


 


“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.


 









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“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 held of record by the Record Holder of those Depositary Shares
and shall include the DTC Receipt, as defined in Section 2.2 hereof, where appropriate.


 


“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 Depository maintained
for such purpose.


 


“Redemption Date” shall have
the meaning set forth in Section 2.9 of this Agreement.


 


“Registrar” shall mean the Trust
Company or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers
of Receipts as herein provided, and, if a successor Registrar shall be so appointed, references herein to “the books”
of or maintained by the Registrar shall be deemed, as applicable, to refer as well to the register maintained by such successor
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 2.4 of this Agreement.


 


“Stock” shall mean the shares
of the Corporation’s 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock, no par value, with a liquidation
preference of $1,000 per share, designated in the Articles.


 


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


 


“Trust Company” shall have the
meaning set forth in the Preamble of this Agreement.


 


Article
II.

APPOINTMENT OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM OF RECEIPTS;

DEPOSIT OF STOCK; EXECUTION AND DELIVERY; TRANSFER,

SURRENDER AND REDEMPTION OF RECEIPTS


 


Section 2.1 Appointment
of Depository.


 


The Corporation hereby appoints Computershare
and Trust Company, together, as depository for the Stock, and each of Computershare and Trust Company hereby accepts such appointment
and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.


 


Section 2.2 Book-Entry
System; Form and Transfer of Receipts.


 


The Corporation and the Depository shall
make application to The Depository Trust Company (“DTC”) for acceptance of all of the Receipts for its book-entry settlement
system. The Corporation hereby appoints the Depository acting through any authorized officer thereof as its attorney-in-fact, with
full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or
desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry
settlement with DTC, unless otherwise required by law, all Depositary Shares with book-entry settlement through DTC shall be represented
by one or more receipts (the “DTC Receipt”), which shall be deposited with DTC (or its designee) evidencing all such
Depositary Shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The Depository or
such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the
DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its
nominee for such DTC Receipt or (ii) institutions that have accounts with DTC. The DTC Receipt shall bear such legend or legends
as may be required by DTC in order for it to accept the Depositary Shares for its book-entry settlement system.


 









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If DTC subsequently ceases to make its book-entry
settlement system available for the Receipts, the Corporation may instruct the Depository regarding making other arrangements for
book-entry settlement. If the Receipts are not eligible for book-entry form, the Depository shall provide written instructions
to DTC to deliver the DTC Receipt to the Depository for cancellation and the Corporation shall instruct the Depository to deliver
to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical form
evidencing such Depositary Shares.


 


Beneficial owners of Depositary Shares through
DTC will not be entitled to receive Receipts in physical, certificated form or have Depositary Shares registered in their name,
except as described below.


 


The DTC Receipt shall be exchangeable for
definitive Receipts only if (i) DTC notifies the Corporation at any time that it is unwilling or unable to continue to make its
book-entry settlement available for the Receipts and a successor to DTC is not appointed by the Corporation within 90 days of the
date the Corporation is so informed in writing, (ii) DTC notifies the Corporation at any time that it has ceased to be a clearing
agency registered under applicable law and a successor to DTC is not appointed within 90 days of the date the Corporation is so
informed in writing, or (iii) the Corporation in its sole discretion notifies the Depository in writing that the DTC Receipt shall
be exchangeable for definitive Receipts. If beneficial owners of interests in Depositary Shares are entitled to exchange such interests
for definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without
unnecessary delay but in any event not later than the earliest date on which such beneficial interests may be so exchanged, upon
receipt by the Depository of the DTC Receipt for cancellation and any other necessary documentation, the Depository is hereby directed
to and shall execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive
Receipts in physical form evidencing such Depositary Shares and to make appropriate entries in the register with respect thereto.
Notwithstanding any other provision herein to the contrary, delivery of shares of Stock and other property in connection with the
withdrawal or redemption of Depositary Shares evidenced by a DTC Receipt will be made through DTC and in accordance with its procedures,
unless the holder of the relevant DTC Receipt otherwise requests and such request is reasonably acceptable to the Depository and
the Corporation.


 


Receipts shall be in denominations of any
number of whole Depositary Shares. The Corporation shall deliver to the Depository from time to time such quantities of Receipts
as the Depository may request to enable the Depository to perform its obligations under this Agreement.


 


The DTC Receipt and definitive Receipts,
if any, shall be substantially in the form set forth in Exhibit A annexed to this Agreement and incorporated herein by reference,
with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so
as to comply with applicable rules of any securities exchange on which the Depositary Shares are then listed. In the case of any
of the events described above resulting in the issuance of definitive Receipts in exchange for the DTC Receipt, the Depository,
pending preparation of definitive Receipts and upon the written order of the Corporation, delivered in compliance with Section 2.3
hereof, shall execute and deliver temporary Receipts which may be printed, lithographed 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 Depository will cause definitive Receipts to be prepared without unreasonable delay.
After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable by the Holder for definitive Receipts
upon surrender of the temporary Receipts at an office described in the first paragraph of Section 2.3 hereof, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depository shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary
Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor to the Holder
or the Depository. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this
Agreement as definitive Receipts.


 


Receipts shall be executed by the
Depository by the manual or facsimile signature of a duly authorized officer of the Depository; provided that, if a Registrar
for the Receipts (other than the Trust Company) shall have been appointed, such Receipts shall also be countersigned by
manual or facsimile signature of a duly authorized officer of such Registrar. No Receipt shall be entitled to any benefits
under this Agreement or be valid or obligatory for any purpose unless it shall have been executed as described in the
preceding sentence. The Registrar shall record on its books each Receipt so signed and delivered as hereinafter provided.
Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depository who was at any time a
proper and duly authorized signatory of the Depository shall bind the Depository, notwithstanding that such signatory ceased
to hold such office prior to the delivery of such Receipts or did not hold such office on the date of issuance of such
receipts.


 






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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 Agreement all as may be reasonably
required 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 Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.


 


Title to Depositary Shares evidenced by
a Receipt which is properly endorsed, or accompanied by a duly executed instrument of transfer, shall be transferable by delivery
with the same effect as in the case of a negotiable instrument; provided, that until transfer of any particular Receipt shall be
registered on the books of the Registrar as provided in Section 2.4 hereof, the Depository 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 payments, to exercise any redemption or voting rights or to receive
any notice provided for in this Agreement and for all other purposes.


 


Section 2.3 Deposit
of Stock; Execution and Delivery of Receipts.


 


Subject to the terms and conditions of this
Agreement, the Corporation may from time to time deposit shares of Stock under this Agreement by delivery to the Depository, including
via electronic book-entry, for such shares of Stock to be deposited (or in such other manner as may be agreed to by the Corporation
and the Depository), properly endorsed or accompanied, if required by the Depository, by a duly executed instrument of transfer
or endorsement, in form satisfactory to the Depository, together with (i) all such certifications as may be required by the Depository
in accordance with the provisions of this Agreement, including the resolutions of the Board of Directors of the Corporation or
a committee of the Board of Directors, as certified by the Secretary or any Assistant Secretary of the Corporation on the date
thereof as being complete, accurate and in effect, relating to the issuance and sale of the Stock, (ii) an opinion of counsel to
the Corporation addressed to the Depository 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, (A) the existence and good standing
of the Corporation, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued,
fully paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the
Depositary Shares or whether exemption from such registration is applicable, and (iii) a written order of the Corporation, directing
the Depository to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares representing such deposited Stock. Shares of deposited Stock shall be held by the
Depository in an account to be established by the Depository at the Depository’s Office, or at such other place or places
as the Depository shall determine. As Registrar and Transfer Agent for the deposited Stock, the Trust Company will reflect changes
in the number of shares of deposited Stock held by it by notation, book-entry or other appropriate method.


 


Upon receipt by the Depository of shares
of Stock deposited in accordance with the provisions of this Section 2.3 hereof, together with the other documents required
as above specified, and upon registering the Stock on the books of the Corporation (or its duly appointed Transfer Agent) in the
name of the Depository or its nominee, the Depository, subject to the terms and conditions of this Agreement, shall execute and
deliver to, or upon the order of, the person or persons named in the written order delivered to the Depository referred to in the
first paragraph of this Section 2.3, 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 Depository shall
execute and deliver such Receipt or Receipts at the Depository’s Office or such other offices, if any, as the Depository
may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.


 






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Section 2.4
Registration of Transfer of Receipts.


 


Subject to the terms and conditions of this
Agreement, the Trust Company, as Registrar and Transfer Agent 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 a duly authorized attorney, properly endorsed or accompanied
by a duly executed instrument of transfer, including a guarantee of the signature thereon from an eligible guarantor institution
participating in a signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
 “Signature Guarantee”), and any other evidence of authority as may be reasonably required by the Trust Company (or
successor Registrar or Transfer Agent). Thereupon, the Depository 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.


 


Section 2.5 Split-ups
and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock.


 


Upon surrender of a Receipt or Receipts
at the Depository’s Office or at such other offices as the Depository 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 Agreement, the Depository 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 represented thereby by surrendering such Receipt or Depositary Shares
represented by the Receipts at the Depository’s Office or at such other offices as the Depository may designate for such
withdrawals; provided, that a holder of a Receipt or Receipts may not withdraw such Stock (or money, if any, represented thereby)
which has previously been called for redemption. If such holder’s Depositary Shares are being held by DTC or its nominee,
DTC shall be deemed the holder hereunder for all purposes. It shall be the duty of the DTC participant or the beneficial owner
to request DTC to withdraw from the book-entry system the number of Depositary Shares specified above. Upon such surrender, upon
payment of the fee of the Depository for the surrender of Receipts to the extent provided in Section 5.7 and payment of all taxes
and governmental charges in connection with such surrender and withdrawal of Stock, and subject to the terms and conditions of
this Agreement, the Depository 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 represented by the Receipt or Receipts, or Depositary Shares represented
by such 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 Depository 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 withdrawn, the Depository shall at the same time, in addition to
such number of whole shares of Stock and such money to be so withdrawn, deliver to such Holder, or subject to Section 2.4 hereof
upon his order, a new Receipt evidencing such excess number of Depositary Shares; provided, that the Depository shall not issue
any Receipt evidencing a fractional Depositary Share.


 


Delivery of the Stock and money being withdrawn
may be made by the delivery of such certificates, documents of title and other instruments as the Depository may deem appropriate
(or in such other manner as may be agreed to by the Corporation and the Depository), which, if required by the Depository, shall
be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a Signature Guarantee.


 


If the Stock and the money 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 Stock, such Holder shall execute and deliver to the Depository a written order so directing the Depository,
and the Depository 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 duly executed instrument of transfer in blank.


 


Delivery of the Stock and the money
represented by Receipts surrendered for withdrawal shall be made by the Depository at the Depository’s Office, except
that, at the written request, sole 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.


 






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Section 2.6 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 Depository, any of the
Depository’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that
the Depository or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by
the Holder of a Receipt pursuant to Section 3.2 and Section 5.7 hereof, may require the production of evidence satisfactory to
it as to the identity and genuineness of any signature, including a Signature Guarantee, and may also require compliance with such
regulations, if any, as the Depository or the Corporation may establish consistent with the provisions of this Agreement and applicable
law and as may be required by any securities exchange on which the Stock, the Depositary Shares or the Receipts may be listed.


 


The deposit of the 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 shareholders
of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depository, any of the Depository’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 Agreement.


 


Section 2.7 Lost
Receipts, etc.


 


If any Receipt is lost, stolen, mutilated
or destroyed, absent notice to the Corporation or the Depository that such certificates have been acquired by a protected purchaser,
the Corporation may, upon receipt by the Depository of an open penalty surety bond satisfactory to it and holding it and the Corporation
harmless, cause to be issued, in a form mutually agreed to by the Depository and the Corporation, a new Receipt of like denomination,
tenor and date as the Receipt so lost, stolen, mutilated or destroyed, and countersigned by the Depository. Any such new Receipt
shall constitute a substitute contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or
destroyed Receipt shall be at any time enforceable by anyone. The Depository may, at its option, countersign replacement Receipts
for mutilated certificates upon presentation thereof without such indemnity.


 


Section 2.8 Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered to the Depository
or any of the Depository’s Agents shall be cancelled by the Depository.


 


Except as prohibited by applicable law or
regulation, the Depository is authorized and directed to destroy all Receipts so cancelled.


 


Section 2.9 Redemption
of Stock.


 


Whenever the Corporation shall be
permitted and shall elect to redeem shares of Stock in accordance with the terms of the Articles, it shall (unless otherwise
agreed to in writing with the Depository) give or cause to be given to the Depository, not less than 35 days and not more
than 60 days prior to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Stock
and of the number of such shares held by the Depository 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 Stock is in accordance with the
provisions of the Articles. On the Redemption Date, provided that the Corporation shall then have paid or caused to be paid
in full to Computershare the redemption price of the Stock to be redeemed in accordance with the provisions of the Articles,
the Depository shall redeem the number of Depositary Shares representing such Stock. The Depository shall provide notice of
the Corporation’s redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares
representing the Stock to be redeemed by reasonably acceptable transmission method, as determined by the Depository, 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
their respective last addresses as they appear on the records of the Depository; but neither failure to provide any notice of
redemption of Depositary Shares to one or more Holders nor any defect in any notice of redemption of Depositary Shares to one
or more Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each notice shall be
prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the redemption price; (iii) if fewer than all
Depositary Shares are to be redeemed, the number of Depositary Shares to be redeemed; and (iv) the manner in which holders of
the Depositary Shares called for redemption may obtain payment of the redemption price in respect to those Depositary Shares.
In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be
selected in accordance with the Articles.


 






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Notice having been provided by the Depository
as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem
the Stock evidenced by the Depositary Shares called for redemption) (i) the Depositary Shares being redeemed from such proceeds
shall no longer be outstanding for any purpose, (ii) dividends on the shares of Stock so called for redemption shall cease to accrue
from and after such date, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive
the redemption price, without interest) shall, to the extent of such Depositary Shares, 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 Depository or applicable law shall so require), such Depositary Shares shall be redeemed by Computershare
at a redemption price per Depositary Share equal to 1/40th of the redemption price per share of Stock so redeemed plus all money
represented by such Depositary Shares, including, if required by the provisions of the Articles, all amounts paid by the Corporation
in respect of dividends which on the Redemption Date have been declared on the shares of Stock to be so redeemed and have not theretofore
been paid.


 


If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the Depository will deliver to the Holder of such Receipt upon its surrender
to the Depository, together with payment of the redemption price for any and all other amounts payable in respect of the Depositary
Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for
redemption; provided, however, that the Depository shall not issue any Receipt evidencing a fractional Depositary Share and cash
will be payable in respect of fractional interests.


 


Computershare shall, to the extent permitted
by law, release or repay to the Corporation any funds deposited by or for the account of the Corporation for the purpose of redeeming
any Depositary Shares that remain unclaimed at the end of two years from the applicable Redemption Date, without further action
necessary on the part of the Corporation.


 


All funds received by Computershare under
this 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 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, as amended, or (iv) demand
deposit accounts, short-term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks
with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating),
Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.).
Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment
made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution
or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such
deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any
holder or any other party.


 






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Article
III.


 CERTAIN
OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


Section 3.1 Filing
Proofs; Certificates and Other Information.


 


Any Holder of a Receipt may be required
from time to time to file proof of residence, or other matters or other information, to execute certificates and to make such representations
and warranties as the Depository or the Corporation may reasonably deem necessary or proper. The Depository or the Corporation
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 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.


 


Section 3.2 Payment
of Taxes or Other Governmental Charges.


 


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


 


Section 3.3 Warranty
as to Stock.


 


The Corporation 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 the related Receipts.


 


Section 3.4 Warranty
as to Receipts.


 


The Corporation hereby represents and warrants
that the Receipts, when issued, will represent legal and valid interests in the Depositary Shares, and each Depositary Share will
represent one 1/40th interest in a share of deposited Stock. Such representation and warranty shall survive the deposit of the
Stock and the issuance of the Receipts.


 






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Article
IV.

THE DEPOSITED SECURITIES; NOTICES


 


Section 4.1 Cash
Distributions.


 


Whenever Computershare, as distribution
agent, shall receive any cash dividend or other cash distribution on the Stock, Computershare shall, subject to Section 3.1 and
Section 3.2 hereof, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof 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, 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 Stock an amount on account of taxes, or
as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect
of Depositary Shares shall be reduced accordingly. In the event that the calculation of any such cash dividend or other cash distribution
to be paid to any Record Holder on the aggregate number of Depositary Shares held by such Record Holder results in an amount that
is a fraction of a cent and that fraction of a cent is equal to or greater than $0.005, the amount Computershare shall distribute
to such Record Holder shall be rounded up to the next highest whole cent; otherwise, such fractional amount shall be disregarded
by the Depository and shall be added to and be treated as part of the next succeeding distribution.


 


Each Holder of a Receipt shall provide Computershare
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 Computershare of a portion of any of the distributions to be made hereunder.


 


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


 


Whenever Computershare shall receive any
distribution other than cash, rights, preferences or privileges upon the Stock, Computershare shall, subject to Section 3.1 and
Section 3.2 hereof, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof 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 Computershare may deem equitable and practicable for
accomplishing such distribution. If in the opinion of Computershare such distribution cannot be made proportionately among such
Record Holders, or if for any other reason (including any requirement that the Corporation or Computershare withhold an amount
on account of taxes or governmental charges) Computershare deems, after consultation with the Corporation, such distribution not
to be feasible, Computershare 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 Section
3.1 and Section 3.2 hereof, 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 hereof in the case of a distribution received in cash. The Corporation shall not make any
distribution of securities to Computershare, and Computershare shall not make any distribution of such securities 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.


 


Section 4.3 Subscription
Rights, Preferences or Privileges.


 


If the Corporation shall at any time offer
or cause to be offered to the persons in whose names the deposited 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 Depository and thereafter made
available by the Depository to the Record Holders of Receipts in such manner as the Depository (in consultation with the Corporation)
may determine, 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 Depository in its discretion with the approval of the Corporation; provided, however,
that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depository or the Corporation determines
that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges
available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of
Receipts who do not desire to exercise such rights, preferences or privileges, then Computershare, in its discretion (with approval
of the Corporation, in any case where the Depository 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 Section 3.1 and Section 3.2 hereof, be distributed by Computershare to the
Record Holders of Receipts entitled thereto as provided by Section 4.1 hereof in the case of a distribution received in cash.


 






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The Corporation shall promptly notify
the Depository 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 Depository 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 Depository 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 Depository an opinion of counsel to the effect that the offering and sale of such
securities to the Holders are exempt from registration under the provisions of the Securities Act.


 


The Corporation shall promptly notify the
Depository 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 Depository that the Corporation will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable
such Holders to exercise such rights, preferences or privileges.


 


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


 


Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall
at any time be offered, with respect to the Stock, or whenever the Depository shall receive notice of (A) any meeting at which
holders of the Stock are entitled to vote or of which holders of the Stock are entitled to notice or (B) any election on the part
of the Corporation to redeem any such Stock, or whenever the Depository and the Corporation shall decide it is appropriate, the
Depository 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 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 whose Depositary Shares are to be so redeemed or for any other appropriate reasons.


 


Section 4.5 Voting
Rights.


 


Subject to the provisions of the Articles,
upon receipt of notice of any meeting at which the holders of the Stock are entitled to vote, the Depository shall, as soon as
practicable thereafter, provide to the Record Holders of Receipts, determined on the record date as set forth in Section 4.4 hereof,
a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii)
a statement that the Holders may, subject to any applicable restrictions, instruct the Depository 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 Depository to give a discretionary proxy to a person designated by the Corporation) and a brief
statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the
relevant record date, the Depository 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 Corporation hereby agrees to take all reasonable
action which may be deemed necessary by the Depository in order to enable the Depository to vote such Stock or cause such Stock
to be voted. In the absence of specific instructions from Holders of Receipts, the Depository will not vote (but at its discretion,
may appear at any meeting with respect to such Stock unless directed otherwise by the Holders of all the Receipts) to the extent
of the Stock represented by the Depositary Shares evidenced by the Receipts of such Holders.


 






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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, subject to the provisions of the Articles, or upon
any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the
Depository may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in either
case) in such manner as the Depository may deem equitable, (i) make such adjustments as are certified by the Corporation in
the fraction of an interest represented by one Depositary Share in one share of Stock and in the ratio of the redemption
price per Depositary Share to the redemption price per share of Stock, in each case as may be necessary fully to reflect the
effects of such change in par or stated value, split-up, combination or other reclassification of the Stock, or of such
recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the
Depository 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 Corporation may in its discretion direct
the Depository to 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 Depository 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 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.


 


The Corporation shall cause reflective provisions
to be included in the charter of the resulting or surviving entity (if other than the Corporation) for the protection of such rights
as may be applicable upon exchange of the deposited Stock for securities or property or cash of the surviving entity in connection
with the transactions set forth above. The Corporation shall cause any such surviving entity (if other than the Corporation) expressly
to assume the obligations of the Corporation hereunder.


 


Section 4.7 Delivery
of Reports.


 


The Depository shall furnish to Holders
of Receipts any reports and communications received from the Corporation which are received by the Depository, as the holder of
the Stock, and which the Corporation is required to furnish to the holders of the Stock.


 


Section 4.8 Lists
of Receipt Holders.


 


Reasonably promptly upon request from time
to time by the Corporation, at the sole expense of the Corporation, the Depository 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 DEPOSITORY, THE DEPOSITORY’S

AGENTS, THE REGISTRAR AND THE CORPORATION


 


Section 5.1 Maintenance
of Offices, Agencies and Transfer Books by the Depository; Registrar; Depository’s Agents.


 


Upon execution of this Agreement, the Depository
shall maintain at the Depository’s Office, facilities for the execution and delivery, registration and registration of transfer,
surrender and exchange of Receipts, and at the offices of the Depository’s Agents, if any, facilities for the delivery, registration
of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Agreement; provided that, to the
extent provisions of this Agreement regarding transfer or registration functions performed by the Depository conflict with the
terms of any transfer agency agreement between the Corporation and the Depository, the terms of such transfer agency agreement
shall control.


 


The Registrar shall keep books at the Depository’s
Office for the registration and transfer of Receipts. Upon direction by the Corporation and with reasonable notice to the Registrar,
the Depository shall open its books for inspection by the Record Holders of Receipts as directed by the Corporation; provided,
that any 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 Registrar 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.


 


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


 


The Depository may from time to time appoint
Depository’s Agents to act in any respect for the Depository for the purposes of this Agreement and may from time to time
appoint additional Depository’s Agents and vary or terminate the appointment of such Depository’s Agents, provided
that the Depository will notify the Corporation of any such appointment or variation or termination of such appointment.


 


Section 5.2 Prevention
of or Delay in Performance by the Depository, the Depository’s Agents, the Registrar, the Transfer Agent or the Corporation.


 


None of the Depository, any Depository’s
Agent, any Registrar, any Transfer Agent or the Corporation shall incur any liability to any Holder of a Receipt if by reason of
any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental
authority or, in the case of the Depository, the Depository’s Agent or the Registrar or the Transfer Agent, by reason of
any provision, present or future, of the Corporation’s Articles of Incorporation (including the Articles) or by reason of
any act of God or war or other circumstance beyond the control of the relevant party, the Depository, the Depository’s Agent,
the Registrar, the Transfer Agent or the Corporation shall be prevented, delayed or forbidden from, or subjected to any penalty
on account of, doing or performing any act or thing which the terms of this Agreement provide shall be done or performed. Nor shall
the Depository, any Depository’s Agent, any Registrar, any Transfer Agent or the Corporation incur liability to any Holder
of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the
terms of this 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 Agreement except, in case of any such exercise or failure to exercise discretion not caused
as aforesaid, if caused by the gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court
of competent jurisdiction) of the party charged with such exercise or failure to exercise, or as otherwise explicitly set forth
in this Agreement.


 






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


 


Whenever in the performance of its duties
under this Agreement the Depository shall deem it necessary or desirable that any fact or matter be proved or established by the
Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of
the Board, the President, Chief Executive Officer, Chief Financial Officer, or any Executive Vice President of the Corporation
and delivered to the Depository. The Depository may rely upon, and be held harmless for such reliance, upon such statement for
any action taken or suffered by it pursuant to the provisions of this Agreement and shall not be held liable in connection with
any delay in receiving such statement.


 


The Depository, any Depository’s Agent
and any Registrar or Transfer Agent shall not be obligated to expend or risk its own funds or to take any action that it believes
would expose or subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished
with assurances of repayment or indemnity satisfactory to it.


 


The Depository shall not be accountable
or under any duty or responsibility for the use by the Corporation of any Receipts authenticated by the Depository and delivered
by it to the Corporation pursuant to this Agreement or for the application by the Corporation of the proceeds of the issue and
sale, or exercise, of the Receipts.


 


The Depository shall not have any duty
or responsibility in the case of the receipt of any written demand from any Holder with respect to any action or default by
the Corporation, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or
attempt to initiate any proceedings at law or otherwise or to make any demand upon the Corporation.


 


None of the Depository, any Depository’s
Agent, any Registrar, any Transfer Agent or the Corporation shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel (including legal counsel for the Corporation) or accountants, or information from any
person presenting Stock for deposit, any Holder of a Receipt or any other person. Such advice shall be full and complete authorization,
protection to, and indemnification by the Corporation of, the Depository, the Depository’s Agent, any Registrar, any Transfer
Agent and subcontractors as to any action taken or omitted by it in accordance with such advice, believed (in the absence of gross
negligence, willful misconduct or bad faith, each as determined by a final judgment of a court of competent jurisdiction) by such
parties to be genuine and to have been signed or presented by the proper party or parties.


 


The Depository 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 inaction does not result from fraud, gross negligence, willful misconduct or bad faith (each as determined
by a final judgment of a court of competent jurisdiction). The Depository undertakes, and any Registrar and any Transfer Agent
shall be required to undertake, to perform such duties and only such duties as are expressly set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the Depository or any Registrar or Transfer Agent. The
Depository shall act hereunder solely as agent for the Corporation and shall not assume any obligations or relationship of agency
or trust with any of the Holders.


 


The Depository may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents,
and the Depository shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents
or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith
or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued
employment thereof.


 


From time to time, the Corporation may provide
the Depository with instructions concerning the services performed by the Depository hereunder. In addition, at any time the Depository
may apply to any officer of the Corporation for instructions. The Depository may rely on and shall be held harmless and protected
and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in reliance upon any
certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security
delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon any written
or oral instructions or statements from the Corporation with respect to any matter relating to its acting as Depository hereunder.
The Depository shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof
from the Corporation.


 






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The Depository, its parent, affiliates or
subsidiaries, the Depository’s Agents, the Registrar, the Transfer Agent and each of their equity holders, directors, officers
or employees may own, buy, sell 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 any such person or otherwise act as fully or as freely as if it were not the Depository, the parent, affiliate
or subsidiary or the Depository’s Agent or the Registrar or the Transfer Agent hereunder. The Depository may also act as
trustee, transfer agent or registrar of any of the securities of the Corporation and its affiliates. Nothing herein shall preclude
the Depository from acting in any other capacity for the Corporation or for any other legal entity.


 


It is intended that none of the Depository,
any Depository’s Agent or the Registrar or the Transfer Agent, acting as the Depository’s Agent or Registrar or Transfer
Agent, as the case may be, shall 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 Depository, any Depository’s Agent and
the Registrar and Transfer Agent are acting only in a ministerial capacity as Depository or Registrar or Transfer Agent, as applicable,
for the Stock; provided, that the Depository agrees to comply with all information reporting and withholding requirements applicable
to it under law or this Agreement in its capacity as Depository.


 


None of the Depository (or its officers,
directors, employees or agents), any Depository’s Agent or the Registrar or the Transfer Agent makes any representation or
has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered
under the Securities Act, the Stock, the Depositary Shares or the Receipts (except for its counter-signatures thereon) or any instruments
referred to therein or herein, or as to the correctness of any statement made therein or herein and the Depository shall not be
liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Receipts (except its
countersignature hereof and thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed
to have been made by the Corporation only; provided, that the Depository is responsible for any and all of its representations
in this Agreement.


 


The Depository shall have no responsibility
for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Receipt; nor shall it be responsible
to make any calculations or adjustments (or confirm or verify the accuracy or correctness of any such calculations or adjustments)
required under any provisions of the Receipts or this Agreement; nor shall it be responsible for the manner, method or amount of
any such calculations or adjustments or the ascertaining of the existence of facts that would require any such calculations or
adjustments; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Stock to be issued pursuant to this Agreement or any Receipt or as to whether any shares of Stock will when issued
be valid and fully paid and nonassessable.


 


The Depository assumes no responsibility
for the correctness of the description that appears in the Receipts.


 


Notwithstanding any other provision herein
or in the Receipts, the Depository makes no warranties or representations as to the validity or genuineness of any Stock at any
time deposited with the Depository hereunder or of the Depositary Shares, as to the validity or sufficiency of this Agreement,
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 Depository shall not be accountable for the use or application by the Corporation of the Depositary Shares
or the Receipts or the proceeds thereof.


 


The Depository may rely on and be fully
authorized and protected in acting or failing to act upon (i) any guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee
program” or insurance program in addition to, or in substitution for, the foregoing; or (ii) any law, act, regulation or
any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


Notwithstanding anything to the contrary
herein, no party to this Agreement shall be liable for any incidental, indirect, punitive, special or consequential damages of
any nature whatsoever, including, but not limited to, loss of anticipated profits, arising under any provision of this Agreement
or out of any act or failure to act even if apprised of the possibility of such damages.


 






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Notwithstanding anything contained herein
to the contrary, the Depository’s, any Depository’s Agent’s, Registrar’s or Transfer Agent’s aggregate
liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from
all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited
to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depository as fees and charges, but not including
reimbursable expenses, during the 12 months immediately preceding the event for which recovery from the Depository is being sought.


 


The Depository 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 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 Depository shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation
to make any payments if it has not timely received sufficient funds to make timely payments.


 


In the event the Depository, any
Depository’s Agent, any Registrar or Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any
notice, instruction, direction, request or other communication, paper or document received by it hereunder, or in the
administration of any of the provisions of this Agreement, the Depository, any Depository’s Agent, any Registrar or
Transfer Agent 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 Depository, any Depository’s Agent, any Registrar or Transfer Agent may, in
its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and
shall not be liable in any way to the Corporation, any Holders of Receipts or any other person for refraining from taking
such action, unless the Depository receives written instructions or a certificate signed by the Corporation which eliminates
such ambiguity or uncertainty to the satisfaction of the Depository, Depository’s Agent, Registrar or Transfer Agent or
which proves or establishes the applicable matter to the satisfaction of the Depository, Depository’s Agent, Registrar
or Transfer Agent.


 


The Depository undertakes not to issue any
Receipt other than to evidence the Depositary Shares representing interests in the shares of Stock that have been delivered to
and are then on deposit with the Depository. The Depository also undertakes not to sell, except as provided herein, pledge or lend
Depositary Shares or any shares of deposited Stock by it as Depository.


 


The Depository shall not be held to have
notice of any change of authority of any person, until receipt of written notice thereof from the Corporation. The obligations
of the Corporation and the rights of the Depository set forth in this Section 5.3 shall survive the termination of this Agreement,
the resignation, removal of the Depository, and any succession of any Depository, Registrar or Depository’s Agent.


 


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


 


The Depository may at any time resign as
Depository hereunder by delivering notice (pursuant to the notice provisions contained in Section 7.4) of its election to do so
to the Corporation upon 30 days’ notice of such resignation. The Depository may at any time be removed by the Corporation
by 30 days’ written notice of such removal delivered to the Depository.


 


In case at any time the Depository acting
hereunder shall resign or be removed, the Corporation shall, within 30 days after the delivery of the notice of resignation or
removal, as the case may be, appoint a successor Depository, which shall be authorized under applicable laws to exercise the powers
of a transfer agent and subject to supervision or examination by federal or state authorities having its principal office in the
United States of America and (together with its affiliates) having a combined capital and surplus of at least $50,000,000. If no
successor Depository shall have been so appointed and have accepted appointment within 30 days after delivery of such notice, a
Holder may petition any court of competent jurisdiction for the appointment of a successor Depository.


 


Every successor Depository shall execute
and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon
such successor Depository, 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 Depository under this 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 Stock and any moneys 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 Depository
shall promptly provide notice of its appointment to the Record Holders of Receipts.


 


Any entity into or with which the Depository
may be merged, consolidated or converted, or any person to which all or a substantial part of the assets of the Depository may
be transferred or which succeeds to the shareholder services business of the Depository shall be the successor of the Depository
without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor
Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.


 






    15 


     


    

 


Section 5.5 Corporate
Notices and Reports.


 


The Corporation agrees that it will deliver
to the Depository, and the Depository will, as soon as practicable, after receipt thereof, transmit to the Record Holders of Receipts,
in each case at the addresses recorded in the Depository’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 Corporation’s Articles of Incorporation (including the Articles), to be furnished to
the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the
Depository with such number of copies of such documents as the Depository may request. In addition, the Depository will transmit
to the Record Holders of Receipts at the Corporation’s expense, including applicable fees, such other documents as may be
requested by the Corporation.


 


Section 5.6 Indemnification
by the Corporation.


 


The Corporation shall indemnify the Depository,
any Depository’s Agent and any Registrar or Transfer Agent (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) may be paid, incurred or suffered by or to which it may become subject, arising from or out of,
directly or indirectly, any claims or liability resulting from acts performed, suffered or omitted to be taken in connection with
this Agreement and the Receipts by the Depository, any Registrar or Transfer Agent or any of their respective agents (including
any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross
negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction) on the
respective parts of any such person or persons. The costs and expenses incurred by the Depository in enforcing this right of indemnification
shall be paid by the Corporation. The obligations of the Corporation and the rights of the Depository set forth in this Section
5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.


 


Section 5.7 Fees,
Charges and Expenses.


 


The Corporation agrees promptly to pay the
Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to
reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by
the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of
competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered
by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection
with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock
at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely
from the existence of the depository 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 Depository incurs
charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and
expenses; provided, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay
the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository
shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository
may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares unless or until
the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation the amount
of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository that such tax,
if any, has been paid.


 


Section 5.8 Tax
Compliance.


 


Computershare and, where applicable, the
Trust Company, 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 Depository shall comply with any written
instructions received from the Corporation with respect to the application of such requirements to particular payments or Holders,
and may for purposes of this Agreement rely on any such instructions in accordance with the provisions of Section 5.3 hereof. The
Depository shall have no duties, responsibilities or obligations to take any action under this paragraph without clear and precise
instructions from the Corporation.


 


The Depository shall maintain all appropriate
records documenting compliance with such requirements, and shall make such records available on reasonable request to the Corporation
or to its authorized representatives.


 






    16 


     


    

 


Article
VI.

AMENDMENT AND TERMINATION


 


Section 6.1 Amendment.


 


The form of the Receipts and any provisions
of this Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depository without
the consent of Holders of Receipts in any respect which they may deem necessary or desirable; provided, that no such amendment
(other than a change in fees) 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 Receipts evidencing at least a majority of the Depositary Shares
then outstanding. Every Holder of an outstanding receipt at the time any such amendment becomes effective shall be deemed, by continuing
to hold such Receipt, to consent and agree to such amendment and to be bound by this Agreement.


 


Notwithstanding the foregoing, in no event
shall the Corporation be required to execute any amendment which may impair the right, subject to the provisions of Section 2.6
and Section 2.7 and ARTICLE III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to
the Depository with instructions to deliver to the Holder the Stock and all money 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 Depository’s execution of any amendment, the Corporation shall deliver
to the Depository a certificate from a duly authorized officer of the Corporation that states that the proposed amendment is in
compliance with the terms of this Section 6.1, provided that, if, under the foregoing paragraph, such amendment would require approval
of at least a majority of Holders of Receipts to be effective, such Holders shall be deemed to have consented and agreed to such
amendment for purposes of the statement in such certificate that such amendment is in compliance with the terms of this ARTICLE
VI.


 


Section 6.2 Termination.


 


Without limiting the provisions contained
in Section 5.4, this Agreement may be terminated by the Corporation or the Depository only if (i) all outstanding Depositary Shares
issued hereunder have been redeemed pursuant to Section 2.9 hereof, 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 Corporation and such distribution shall
have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or Section 4.2 hereof,
as applicable.


 


Upon the termination of this Agreement,
the Corporation shall be discharged from all obligations under this Agreement except for its obligations to the Depository, any
Depository’s Agent and any Registrar under Section 5.3, Section 5.6 and Section 5.7.


 






    17 


     


    

 


Article
VII.

MISCELLANEOUS


 


Section 7.1
Counterparts.


 


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


 


Section 7.2 Exclusive
Benefit of Parties.


 


This Agreement is for the exclusive benefit
of the parties hereto, including those named as parties in Section 7.6 hereof, 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 Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or
disturbed thereby.


 


Section 7.4 Notices.


 


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


 


Merchants Bancorp


410 Monon Boulevard


Carmel, Indiana 46032


Facsimile: (317) 805-4374


Attn: Chief Financial Officer


 


or at any other address of which the Corporation shall have
notified the Depository in writing.


 


With a copy to, which shall not constitute
notice:


 


Krieg DeVault LLP


One Indiana Square, Suite 2800


Indianapolis, Indiana 46204


Facsimile: (317) 636-1507


Attn: Michael J. Messaglia


 


Any and all notices to be given to the Depository
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, overnight delivery or by facsimile transmission confirmed by letter, addressed to the Depository at the Depository’s
Office at Computershare Trust Company, N.A.


 


Computershare Inc.


150 Royall Street


Canton, Massachusetts 02021


Attention: General Counsel


Facsimile: 781-575-4210


 


or at any other address of which the Depository shall have notified
the Corporation in writing.


 






    18 


     


    

 


The Depository shall give any and all notices
directed to be given by the Corporation to any Record Holder of a Receipt in writing, which notices shall be deemed to have been
duly given if personally delivered or sent by mail, overnight delivery or electronic transmission or confirmed by letter, addressed
to such Record Holder at the address of such Record Holder as it appears on the books of the Depository. Any written notices given
to any record holder of a DTC Receipt shall be deemed to have been duly given if transmitted through the facilities of DTC in accordance
with DTC’s procedures.


 


Delivery of a notice sent by mail or by
electronic 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 Depository or
the Corporation may, however, act upon any facsimile transmission received by it from the other, notwithstanding that such facsimile
transmission shall not subsequently be confirmed by letter or as aforesaid.


 


Section 7.5 Appointment
of Registrar and Transfer Agent, Dividend Disbursing Agent and Redemption Agent.


 


Unless otherwise set forth on a certificate
duly executed by an authorized officer of the Corporation, the Corporation hereby appoints the Trust Company as Registrar and Transfer
Agent and Computershare as dividend disbursing agent and redemption agent in respect of the Stock deposited with the Depository
hereunder and the Receipts, and the Trust Company and Computershare hereby accept their respective appointments. With respect to
the appointments of the Trust Company as Registrar and Transfer Agent and Computershare as dividend disbursing agent and redemption
agent in respect of the Stock and the Receipts, each of the Corporation, the Trust Company and Computershare, in their respective
capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation
and Depository hereunder, respectively, as if explicitly named in each such provision.


 


Section 7.6 Holders
of Receipts Are Parties.


 


The Holders of Receipts from time to time
shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts. The provisions
of this Agreement are intended to benefit only the parties hereto and their respective permitted successors and assigns, and no
rights shall be granted to any other person by virtue of this Agreement.


 


Section 7.7 Governing
Law.


 


This Agreement and the Receipts of each
Stock 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 Indiana without giving effect to applicable conflicts of law principles.


 


The parties hereunder hereby agree that
any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of Indiana or the United States District Court for the Southern District of Indiana, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereunder hereby waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon either party may
be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed
to it at the address set forth in Section 7.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon such party in any action, proceeding or claim.


 


Section 7.8 Headings.


 


The headings of articles and sections in
this 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 Agreement or the Receipts or to have any bearing upon the meaning or interpretation of
any provision contained herein or in the Receipts.


 






    19 


     


    

 


Section 7.9 Force
Majeure.


 


Notwithstanding anything to the contrary
contained herein, the Depository will not be liable for any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, terrorist acts, shortage of supply, 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.


 


Section 7.10 Confidentiality.


 


The Depository 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, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including
the fees for services contemplated hereunder, shall remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions).


 


[Signature page follows.]


 






    20 


     


    

 


IN WITNESS WHEREOF, the Corporation, Computershare
and the Trust Company have duly executed this Agreement as of the day and year first above set forth.


 


	 	 	MERCHANTS BANCORP
	 	 	
        

	 	By: 	/s/ Michael J. Dunlap
	 	 	Name: Michael J. Dunlap
	 	 	Title: President and Chief Operating Officer



 


[SIGNATURE PAGE TO DEPOSIT
AGREEMENT]


 






    


     


    

 


 


	 	
        COMPUTERSHARE INC. and COMPUTERSHARE

        TRUST COMPANY, N.A. (on behalf of both entities)

	 	 	 
	 	By: 	/s/ Dennis V. Moccia
	 	 	Name: Dennis V. Moccia
	 	 	Title: Senior Manager, Contract Operations



 


[SIGNATURE PAGE TO DEPOSIT
AGREEMENT]


 






    


     


    

 


EXHIBIT A



[FORM OF FACE OF RECEIPT]


 


THE DEPOSITARY SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.


 


[To be included in any DTC Receipt or other global Receipt:
UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CORPORATION OR ITS AGENT (INCLUDING THE DEPOSITORY) FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT
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.


 


TRANSFERS OF THIS RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]


 


Number DR-_____ ____________ Depositary Shares

(CUSIP: 58844R 702)


 


DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING ONE 1/40TH OF ONE SHARE OF

6.00% FIXED RATE SERIES C NON-CUMULATIVE PERPETUAL PREFERRED STOCK

OF MERCHANTS BANCORP


 


Incorporated under the laws of the State
of Indiana

(See reverse for certain definitions.)


 


Computershare Inc., a Delaware corporation,
and Computershare Trust Company, N.A., a federally chartered trust company, acting jointly as Depository (the “Depository”),
hereby certifies that CEDE & CO. is the registered owner of 6,000,000 DEPOSITARY SHARES (“Depositary Shares”),
each Depositary Share representing one 1/40th of a share of 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock,
liquidation preference $1,000 per share, no par value (the “Stock”), of MERCHANTS BANCORP, an Indiana corporation
(the “Corporation”), on deposit with the Depository, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of March 23, 2021 (the “Deposit Agreement”), among the Corporation, Computershare Inc., Computershare
Trust Company, N.A. and the Holders from time to time of the Receipts. By accepting this Receipt, the Holder hereof becomes a
party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This 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 Depository by
the manual or facsimile signature of a duly authorized officer and countersigned and registered by the Transfer Agent and Registrar.


 






    A-1


     


    

 


	Dated:	Computershare Inc. and Computershare Trust Company, N.A., as Depository
	 	 
	 	By: 	                 
	 	Authorized Officer


 


Countersigned and Registered:

Computershare Trust Company, N.A.,

Transfer Agent and Registrar


 


	By:	             	 
	Authorized Signatory	 




 






    A-2


     


    

 


[FORM OF REVERSE OF RECEIPT]


 


MERCHANTS BANCORP


 


UPON REQUEST, MERCHANTS BANCORP WILL FURNISH
WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF
THE ARTICLES OF AMENDMENT OF THE 6.00% FIXED RATE SERIES C NONCUMULATIVE PERPETUAL PREFERRED STOCK, OF MERCHANTS BANCORP ANY SUCH
REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE CORPORATION OR THE DEPOSITORY NAMED ON THE FACE OF THIS RECEIPT.


 


The Corporation will furnish without charge
to each holder of a depositary receipt 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 or rights. Such request may be made to the Corporation or to the Registrar.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM – as tenants in common	UNIF GIFT M	IN ACT -
	Custodian
	TEN ENT – as tenants by the entireties	__________

(Cust)	Custodian	___________

(Minor)
	JT TEN – as joint tenants with right of survivorship and not as tenants in common	Under Uniform Gifts to Minors
	Act _______________________

(State)
	

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


 


For value received,_______________________
hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE


 


	 


 


_________________________________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


_________________________________________________________________________________

_________________________________________________________________________________


 


______________ Depositary Shares represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint _____________ as Attorney to transfer the Depositary Shares on the books of
the within named Depository with full power of substitution in the premises.


 


Dated:____________________________


 


 


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



 






    


     


    

 


	
 


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