Exhibit 4.1


 


DEPOSIT AGREEMENT

by and among

PACWEST BANCORP

As Issuer

and


EQUINITI TRUST COMPANY


As Depositary

and

THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS

DESCRIBED HEREIN

Dated June 6, 2022


 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT, dated June 6,
2022, by and among (i) PacWest Bancorp, a Delaware corporation; (ii) Equiniti Trust Company, a limited trust company organized
under the laws of the State of New York (the “Depositary”) and (iii) the Record Holders from time to time of the
Receipts described in this Deposit Agreement.


 


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


 


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


 


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


 


Article I

DEFINED TERMS


 


1.1          Definitions.


 


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


 


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


 


“Board of Directors”
means the board of directors of the Corporation.


 


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


 


“EQ” shall
mean Equiniti Trust Company, a limited trust company organized under the laws of the State of New York.


 






     


     


    

 


“Corporation”
means PacWest Bancorp, a Delaware corporation, and its successors.


 


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


 


“Depositary”
shall be defined as indicated in the preamble and shall include any successor as Depositary hereunder.


 


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


 


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


 


“Depositary’s
Office” shall mean the office of the Depositary at which at any particular time its depositary receipt business shall be administered,
which is currently in 1110 Centre Pointe Curve Suite 101, Mendota Heights, MN 55120.


 


“DTC” means
The Depository Trust Company.


 


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


 


“Exchange Event”
means with respect to any Global Registered Receipt: (i) (A) the Global Receipt Depository which is the Holder of such Global
Registered Receipt notifies the Corporation that it is no longer willing or able to properly discharge its responsibilities under any
Letter of Representations or that it is no longer eligible or in good standing under the Exchange Act, and (B) the Corporation has
not appointed a qualified successor Global Receipt Depository within ninety (90) calendar days after the Corporation received such
notice, or (ii) the Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued
or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt.


 


“Funds”
has the meaning set forth in Section 2.10.


 


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


 


“Global Registered
Receipt” means a global registered Receipt, in definitive or book-entry form registered in the name of a nominee of the Global
Receipt Depository.


 


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


 


“Person”
means 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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“Preferred Stock”
means the shares of the Corporation’s 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value
$0.01 per share, with a $1,000 liquidation preference per share, designated in the Certificate of Designation.


 


“Receipt”
means one of the depositary receipts issued hereunder in book-entry form as described in Section 2.9 or substantially in the form
set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with
respect to shares of the Preferred Stock held of record by the Record Holder of such Depositary Shares.


 


“Record Holder”
or “Holder” as applied to a Receipt means the Person in whose name such Receipt is registered on the books of the Depositary
maintained for such purpose.


 


“Redemption Date”
has the meaning set forth in Section 2.8.


 


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


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Signature Guarantee”
has the meaning set forth in Section 2.1.


 


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


 


“Trust Company”
shall be the Depositary.


 


Article II

FORM OF RECEIPTS, DEPOSIT OF THE PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


2.1          Form and
Transfer of Receipts.


 


The definitive Receipts shall
be substantially in the form set forth in Exhibit A attached to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided (but which do not affect the rights, duties, obligations or immunities of the Depositary as set
forth in this Deposit Agreement without the Depositary’s consent) or as set forth in Section 2.9 below and shall be prepared
so as to comply with the applicable rules of The Nasdaq Stock Market LLC. Pending the preparation of definitive Receipts, the Depositary,
upon the written order of the Corporation, delivered in compliance with Section 2.2, shall be authorized and instructed to, and shall
execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the
tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations, with the Corporation’s prior approval, as the Persons executing such Receipts may reasonably determine necessary, as
evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at the Depositary’s Office or at such other place or places as
the Depositary shall determine, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary is hereby authorized and instructed to, and shall execute and deliver in exchange therefor definitive Receipts representing
the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts registered in the name (and only
in the name) of the holder of the temporary Receipt(s); provided that, the Depositary has been provided with all necessary information
that it may request in order to execute and deliver such definitive Receipt(s). Such exchange shall be made at the Corporation’s
expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits
under this Deposit Agreement, and with respect to the Preferred Stock, as definitive Receipts.


 






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


 


Receipts shall be in denominations
of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.


 


Receipts may be endorsed with
or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement,
all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange upon which the Preferred Stock, the Depositary Shares or
the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipt is subject (but which do not affect the rights, duties, obligations or immunities of the Depositary as set
forth in this Deposit Agreement without the Depositary’s consent).


 


Title to Depositary Shares
evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer accompanied by a guarantee
of the signature thereon by a guarantor institution that is a participant in a signature guarantee program approved by the Securities
Transfer Association at a guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”), shall be transferable
by delivery of such Receipt with the same effect as if such Receipt were a negotiable instrument; provided, however, that until transfer
of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding
any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining
the Person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.


 


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


 


Subject to the terms and conditions
of this Deposit Agreement, the Corporation may from time to time deposit shares of the Preferred Stock under this Deposit Agreement by
delivery to the Depositary, including via electronic book-entry, of the shares of Preferred Stock to be deposited (or in such other manner
as may be agreed to by the Corporation and the Depositary), duly endorsed and accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form reasonably satisfactory to the Depositary, together with all such certifications as may
be required by the Depositary pursuant to this Deposit Agreement, and together with a written order of the Corporation directing the Depositary
to (i) register such shares of the Preferred Stock in uncertificated form by direct registration, and (ii) execute and deliver
to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number
of Depositary Shares representing such deposited shares of the Preferred Stock.


 






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The shares of the Preferred
Stock that are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s Office or at such
other place or places as the Depositary shall determine. The Depositary shall not lend any shares of the Preferred Stock deposited hereunder.


 


Upon receipt by the Depositary
of shares of the Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents
required as above specified, and upon recordation of the shares of the Preferred Stock on the books of the Corporation (or its duly appointed
transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver to or upon the order of the Person or Persons named in the written order delivered to the Depositary referred
to in the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares
representing the shares of the Preferred Stock so deposited and registered in such name or names as may be requested by such Person or
Persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if
any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the Person requesting such delivery.


 


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


 


2.3          Registration
of Transfer of Receipts.


 


Subject to the express terms
and conditions of this Deposit Agreement, the Depositary, as Transfer Agent and Registrar for the Receipts, shall register on its books
from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed
or accompanied by a properly executed instrument of transfer or endorsement, including a Signature Guarantee and any other reasonable
evidence of authority that may be required by the Transfer Agent, together with (if applicable) evidence of the payment of any taxes or
charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number
of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the Person entitled thereto. With respect to the appointment of the Depositary as Registrar and Transfer Agent in respect of
the Receipts, the Depositary, in its respective capacities under such appointments, shall be entitled to the same rights, indemnities,
immunities and benefits as the Depositary hereunder as if explicitly named in each such provision. Any references to the Depositary herein
shall, to the extent applicable, also mean the Depositary as the Transfer Agent and Registrar.


 


The Depositary shall not be
required (i) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen (15) days
next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of
the sending of notice of redemption, or (ii) to transfer or exchange for another Receipt any Receipt called or being called for redemption
in whole or in part except as provided in Section 2.8.


 






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


 


Upon surrender of a Receipt
or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination
of such Receipt or Receipts, and the receipt by the Depositary of all other necessary information and documents, and subject to the terms
and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations
requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such
new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered; provided, however, that the Depositary
shall not issue any Receipt evidencing a fractional Depositary Share.


 


Any Holder of a Receipt or
Receipts may withdraw the number of whole shares of the Preferred Stock and all money and other property, if any, represented thereby
by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for
such withdrawals; provided, however, that a Holder of a Receipt or Receipts may not withdraw such whole shares of Preferred Stock (or
money and other property, if any, represented thereby) which has previously been called for redemption. After such surrender and upon
the receipt of written instructions from the Holder of such Receipt or Receipts, without unreasonable delay (provided the Corporation
has provided the Depositary with all necessary documentation), the Depositary shall deliver to such Holder, or to the Person or Persons
designated by such Holder as hereinafter provided, the number of whole shares of the Preferred Stock and all money and other property,
if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of the Preferred Stock
will not thereafter be entitled to deposit such shares of the Preferred Stock hereunder or to receive a Receipt evidencing Depositary
Shares therefor. Delivery of such shares of the Preferred Stock and such money and other property being withdrawn may be made by the delivery
of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary,
shall be properly endorsed or accompanied by proper instruments of transfer. If a Receipt delivered by the Holder to the Depositary in
connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing
the number of whole shares of the Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of
whole shares of the Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject
to Section 2.3 upon such Holder’s order, a new Receipt evidencing such excess number of Depositary Shares.


 


In no event will fractional
shares of the Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of shares of the Preferred
Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate.


 


If shares of the Preferred
Stock and the money and other property, if any, being withdrawn are to be delivered to a Person or Persons other than the Record Holder
of the related Receipt or Receipts being surrendered for withdrawal of such shares of the Preferred Stock, such Holder shall execute and
deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered
by such Holder for withdrawal of such shares of the Preferred Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer in blank.


 






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


 


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


 


As a condition precedent to
the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any
of the Depositary’s Agents or the Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the
event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges, taxes or expenses
payable by the Holder of a Receipt pursuant to Section 5.7 (including any such tax or charge with respect to the shares of Preferred
Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), (ii) the production of evidence satisfactory
to it as to the identity and genuineness of any signature (which evidence may include a Signature Guarantee), and (iii) any other
reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such requirements, if any,
as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable law and
as may be required by any securities exchange on which the Preferred Stock, the Depositary Shares or the Receipts may be listed.


 


The deposit of shares of the
Preferred Stock may be refused, the delivery of Receipts against shares of the Preferred Stock may be suspended, the registration of transfer
of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during
any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement
of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.


 


2.6          Lost
Receipts, etc.


 


In case any Receipt shall
be mutilated, destroyed, lost or stolen, the Depositary in its discretion may, absent notice to the Depositary that such Receipt has been
acquired by a bona fide purchaser, execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated
Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, only upon (i) the filing by the Holder thereof
with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity
thereof and of the Holder’s ownership thereof; and (ii) the Holder thereof furnishing the Depositary with an affidavit and
an open penalty surety bond or other indemnity satisfactory to the Depositary, holding the Depositary and the Corporation harmless. Such
Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may prescribe.


 


2.7          Cancellation
and Destruction of Surrendered Receipts.


 


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


 






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2.8          Redemption
of the Preferred Stock.


 


Whenever the Corporation shall
be permitted and shall elect to redeem shares of the Preferred Stock in accordance with the terms of the Certificate of Designation, it
shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than thirty (30) days
and not more than sixty (60) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption
of shares of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption
price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of the Preferred
Stock is in accordance with the provisions of the Certificate of Designation. On the date of such redemption, provided that the Corporation
shall then have paid or caused to be paid in full to the Depositary the redemption price of $1,000 per share of the Preferred Stock to
be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption to be redeemed, in accordance
with the provisions of the Certificate of Designation, the Depositary shall redeem the number of Depositary Shares representing such shares
of the Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information, transmit the notice
of the Corporation’s redemption of shares of the Preferred Stock and the proposed simultaneous redemption of the number of Depositary
Shares representing such shares of the Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses
as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depository
or by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty (30) days and
not more than sixty (60) days prior to the date fixed for redemption of such shares of the Preferred Stock and Depositary Shares
(the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at
the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice
of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one
or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be
prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and,
if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder
to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are
to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such
Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares
are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner
as the Corporation may determine to be fair and equitable and, if applicable, permitted by DTC and the rules of any national securities
exchange on which the shares of Preferred Stock is listed (which determination the Corporation will promptly notify the Depositary in
writing). In any such case, the Depositary Shares shall only be redeemed in increments of 40 shares and any integral multiple thereof.


 


Notice having been mailed
or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide
the funds necessary to redeem shares of the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all dividends
on the shares of the Preferred Stock so called for redemption shall cease to accrue from and after such date; (ii) the Depositary
Shares being redeemed from such proceeds shall be deemed no longer to be outstanding; (iii) all rights of the Holders of Receipts
evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease
and terminate; and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares
called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary
Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-fortieth (1/40th) of the redemption
price per share of the Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including
all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of the Preferred
Stock to be so redeemed and have not theretofore been paid (it being understood that, in accordance with the provisions of the Certificate
of Designation, any declared but unpaid dividends payable on a Redemption Date that occurs subsequent to the record date fixed pursuant
to Section 4.4 for a dividend period shall not be paid to the Holder of a Receipt entitled to receive the redemption price on the
Redemption Date, but rather shall be paid to the Holder of such Receipt on such record date).


 






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


 


2.9          Receipts
Issuable in Global Registered Form.


 


If the Corporation shall determine
in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered
Receipts, then the Depositary shall, if instructed and provided with all necessary information, in accordance with the other provisions
of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing the Receipts, which (i) shall represent,
and shall be denominated in an amount equal to the aggregate number of Depositary Shares evidenced by the Receipts to be represented by
such Global Registered Receipt or Receipts and (ii) shall be registered in the name of the Global Receipt Depository therefor or
its nominee.


 


Notwithstanding any other
provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt
may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee
of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another nominee
of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for
such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository. Except
as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery
of the Receipts represented by such Global Registered Receipt or to have such Receipts, or the Depositary Shares represented by those
Receipts, registered in their names. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository
shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt
Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or
agent of the Corporation or the Depositary as the Holder of such Global Registered Receipt for all purposes whatsoever. Unless and until
definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (i) the applicable Global
Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect
of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and
(ii) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit
Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to
such holders to the applicable Global Receipt Depository.


 


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


 






    	 	9	 



     


    

 


Definitive registered Receipts
issued in exchange for a Global Registered Receipt pursuant to this Section 2.9 shall be registered in such names and in such authorized
denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall
instruct the Depositary in writing. The Depositary shall deliver such Receipts to the Persons in whose names such Receipts are so registered.


 


Notwithstanding anything to
the contrary in this Deposit Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered Receipt,
the parties hereto shall comply with the terms of each Letter of Representations.


 


2.10          Receipt
of Funds.


 


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


 


Article III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


3.1          Filing
Proofs, Certificates and Other Information.


 


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


 


3.2          Payment
of Taxes or Other Governmental Charges.


 


Holders of Receipts shall
be obligated to make payments to the Depositary of certain taxes, charges and expenses, as provided in Section 5.7. Registration
of transfer of any Receipt or any withdrawal of shares of the Preferred Stock and all money or other property, if any, represented by
the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments
or other distributions may be withheld or any part of or all shares of the Preferred Stock or other property represented by the Depositary
Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable
means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such
sale may be applied to any payment of such charges or expenses, with the Holder of such Receipt remaining liable for any deficiency. The
Depositary shall not have any duty or obligation to take any action under any section of this Deposit Agreement that requires the payment
of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 






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3.3          Warranty
as to the Preferred Stock.


 


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


 


3.4          Warranty
as to Receipts.


 


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


 


Article IV

THE DEPOSITED SECURITIES; NOTICES


 


4.1          Cash
Distributions.


 


Whenever the Depositary,
as dividend disbursing agent or redemption agent, shall receive any cash dividend or other cash distribution on the Preferred Stock,
the Depositary shall, subject to Sections 3.1 and 3.2 and, if received, in accordance with written instructions from the Corporation,
distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution
as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such
Holders; provided, however, that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any
cash dividend or other cash distribution in respect of the Preferred Stock an amount on account of taxes, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary, as dividend disbursing agent
or redemption agent, shall distribute or make available for distribution, as the case may be and, if received, in accordance with the
Corporation’s written instructions, only such amount, however, as can be distributed without attributing to any Holder of Receipts
a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon)
and shall be added to and be treated as part of the next sum received by the Depositary for distribution to Record Holders of Receipts
then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed
Form W-8 or W-9 or other appropriate form, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance
with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of
any of the distributions to be made to such Holder hereunder.


 


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


 


Whenever the Depositary shall
receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall, at the direction
of the Corporation, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary (with the approval of
the Corporation) may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Corporation
such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that
the Corporation or the Depositary withhold an amount on account of taxes or charges) the Depositary deems, after consultation with the
Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject
to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record Holders
of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution
of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to
the Holders of Receipts unless the Corporation shall have provided to the Depositary an opinion of counsel stating that such securities
or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.


 






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4.3          Subscription
Rights, Preferences or Privileges.


 


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


 


The Corporation shall notify
the Depositary in writing whether registration under the Securities Act of the securities to which any rights, preferences or privileges
relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges
relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities
Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it
to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges
to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders
of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement
shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that (i) the
offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act, and (ii) such
securities are validly issued, fully paid and non-assessable.


 






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


 


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


 


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


 


4.5          Voting
Rights.


 


Subject to the provisions
of the Certificate of Designation, upon receipt of notice from the Corporation of any meeting at which the holders of the Preferred Stock
are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon
as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record
Holders of Receipts, as determined on the record date fixed pursuant to Section 4.4, a notice prepared by the Corporation which
shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the Holders of Receipts
at the close of business on a specified record date fixed pursuant to Section 4.4 may, subject to any applicable restrictions, instruct
the Depositary as to the exercise of the voting rights pertaining to the shares of the Preferred Stock represented by their respective
Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to
a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon
the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote
or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of the Preferred
Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The
Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary
to vote such shares of the Preferred Stock or cause such shares to be voted. In the absence of specific instructions from Holders of
Receipts, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to the Preferred Stock unless
directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Preferred Stock represented by the Depositary
Shares evidenced by such Receipts. The Depositary shall not be required to exercise discretion in voting any Preferred Stock represented
by the Depositary Shares evidenced by such Receipt.


 






    	 	13	 



     


    

 


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


 


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


 


4.7          Delivery
of Reports.


 


The Depositary shall, at
the direction and expense of the Corporation, furnish to Holders of Receipts any reports and communications received from the Corporation
which are received by the Depositary and which the Corporation is required to furnish to the holders of the Preferred Stock, as provided
in Section 5.5.


 


4.8          Lists
of Receipt Holders.


 


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


 


Article V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


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


 


The Corporation hereby appoints
EQ to act as Depositary in accordance with the terms and conditions hereof, EQ accepts such appointment upon the express terms and conditions
of this Deposit Agreement.


 


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


 






    	 	14	 



     


    

 


The Depositary shall keep
books at the Depositary’s Office for the registration and registration of transfer of Receipts. Upon direction by the Corporation
and with reasonable notice to the Depositary, the Registrar shall, at reasonable times during regular business hours, open its books for
inspection by the Record Holders of Receipts as directed by the Corporation; provided that any Record Holder shall be granted such
right by the Corporation only after certifying that such inspection shall be for a proper purpose reasonably related to such Person’s
interest as an owner of Depositary Shares evidenced by the Receipts.


 


The Depositary or Registrar
may close such books, at any time or from time to time, when deemed necessary or advisable by the Depositary, the Registrar, any Depositary’s
Agent or the Corporation because of any requirement of law or of any government, governmental body or commission, stock exchange or any
applicable self-regulatory body.


 


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


 


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


 


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


 






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


 


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


 


Neither the Depositary nor
any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation (without limiting any of the rights and protections
of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent or the duties and obligations of the Corporation
with respect to such parties), as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense
or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.


 


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


 






    	 	16	 



     


    

 


The Depositary, the Depositary’s
Agents, any Transfer Agent or Registrar, as the case may be, shall not be responsible for any failure to carry out any instruction to
vote any of the shares of the Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action
is not taken in willful misconduct or gross negligence (each as determined by a final non-appealable judgment of a court of competent
jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the case may be, shall
be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no
implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, any Depositary’s Agent, Registrar
or any Transfer Agent.


 


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


 


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


 


In the event the Depositary,
the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, reasonably believes any ambiguity or uncertainty exists
hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the
Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit
Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall deem it necessary or desirable that a
matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s
Agents, any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking
any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall be fully protected and shall not be
liable in any way to the Corporation, any Holders of Receipts or any other Person for refraining from taking such action, unless the Depositary,
the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate of the Corporation which
eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar
or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer
Agent or Registrar. Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents,
any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar
shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement
in reliance upon such written instructions.


 


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


 






    	 	17	 



     


    

 


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


 


The Depositary assumes no
responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the
Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of the Preferred Stock at any time deposited
with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except as to due
authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title or interest of
the record holders of Receipts in and to the Depositary Shares; nor shall the Depositary be liable or responsible for any failure of the
Corporation to comply with any of its obligations relating to any registration statement filed with the U.S. Securities and Exchange Commission,
including without limitation obligations under applicable regulation or law. The Depositary shall not be accountable for the use or application
by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof.


 


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


 


The Depositary, any Depositary’s
Agent, any Transfer Agent, any Registrar, any dividend disbursing agent or redemption agent hereunder:


 


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


 


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


 


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


 


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


 


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


 






    	 	18	 



     


    

 


(vi)        shall
not be called upon at any time to advise any Person with respect to the Preferred Stock, Depositary Shares or Receipts; and


 


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


 


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


 


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


 


The Depositary may at any
time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation upon at least thirty (30) days
prior written notice, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment
as hereinafter provided.


 


The Depositary may at any
time be removed by the Corporation by at least thirty (30) days prior written notice of such removal delivered to the Depositary,
such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter
provided.


 


In the event the transfer
agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically
and be discharged from its duties under this Deposit Agreement, such resignation and discharge to take effect upon the appointment of
a successor Depositary and its acceptance of such appointment as hereinafter provided.


 


In case at any time the Depositary
acting hereunder shall resign or be removed, the Corporation shall, within sixty (60) days after the delivery of the notice of resignation
or removal, as the case may be, appoint a successor Depositary, which shall be (i) a Person having its principal office in the United
States of America and having a combined capital and surplus, along with its Affiliates, of at least $50,000,000 or (ii) an Affiliate
of any such Person. In the event of such removal or resignation, the Corporation will appoint a successor depositary and inform the Depositary
of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a successor
shall affect the termination of the Deposit Agreement or the discharge of the Depositary as Depositary herunder. Upon payment of all outstanding
fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held
by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated.


 


If no successor Depositary
shall have been so appointed and have accepted appointment within sixty (60) days after delivery of such notice, the resigning or
removed Depositary may, at the Corporation’s expense, petition any court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting
its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement,
and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver
an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the shares of the Preferred Stock and any moneys or property held hereunder to such successor, and shall
deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its
possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor
Depositary, in its reasonable discretion, notice of its appointment to the Record Holders of Receipts.


 






    	 	19	 



     


    

 


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


 


The removal or resignation
of the Depositary shall automatically be deemed to be a removal of the Registrar and Transfer Agent, dividend disbursing agent and redemption
agent (to the extent the Depositary is acting in such capacities) herein without any further act or deed.


 


5.5          Corporate
Notices and Reports.


 


The Corporation agrees that
it will deliver to the Depositary, and the Depositary will, upon the Corporation’s written instruction, promptly after receipt
of all necessary information and documents, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the
Depositary’s or Registrar’s books, copies of all notices and reports (including without limitation financial statements)
required by law, by the rules of any national securities exchange upon which the Preferred Stock, the Depositary Shares or the Receipts
are listed or by the Corporation’s Certificate of Incorporation, as it may be amended from time to time, (including the Certificate
of Designation), to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and
the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may
be requested in writing by the Corporation.


 


5.6          Indemnification
by the Corporation.


 


Notwithstanding Section 5.3
to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent, and
any dividend disbursing agent or redemption agent (including each of their officers, directors, agents and employees) against, and hold
each of them harmless from and against, any fee, loss, damage, cost, penalty, fine, judgment, liability or expense (including the reasonable
costs and expenses of its legal counsel) which may arise out of actions taken, suffered or omitted to be taken in connection with its
acting as Depositary, Depositary’s Agent, Registrar, Transfer Agent, dividend disbursing agent or redemption agent, respectively,
under this Deposit Agreement (including, without limitation, the enforcement by the Depositary, Depositary’s Agent, Registrar,
Transfer Agent, dividend disbursing agent or redemption agent, as the case may be, of this Deposit Agreement) and the Receipts by the
Depositary, any Transfer Agent, any Registrar, dividend distribution agent, redemption agent, or any of their respective agents (including
any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence
or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on the respective
parts of any such Person or Persons. The obligations of the Corporation and the rights of the Depositary, Depositary’s Agent, Registrar,
Transfer Agent, dividend distribution agent and redemption agent, set forth in this Section 5.6 shall survive the termination of
this Deposit Agreement and any resignation, replacement, removal, or succession of any Depositary, Registrar, Transfer Agent, dividend
distribution agent, redemption agent or Depositary’s Agent.


 






    	 	20	 



     


    

 


5.7          Fees,
Charges and Expenses.


 


The Corporation agrees promptly
to pay the Depositary the compensation, as separately agreed upon with the Corporation, in accordance with such agreed upon terms, for
all services rendered by the Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption
agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses)
incurred by the Depositary, Depositary’s Agent, Transfer Agent, Registrar, dividend distribution agent and redemption agent without
gross negligence orwillful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on
its part in connection with the services rendered by it (or any agent of the Depositary) hereunder. The Corporation shall pay all charges
of the Depositary in connection with the initial deposit of shares of the Preferred Stock and the initial issuance of the Depositary Shares,
all withdrawals of shares of the Preferred Stock by owners of Depositary Shares, and any redemption or exchange of shares of the Preferred
Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and charges arising solely from the existence
of the depositary arrangements. All other transfer and other taxes and charges shall be at the expense of Holders of Depositary Shares
evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation
is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the
Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been
asked to incur at the request of such Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation
at such intervals as the Corporation and the Depositary may agree.


 


5.8          Tax
Compliance.


 


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


 


Article VI

AMENDMENT AND TERMINATION


 


6.1          Amendment.


 


The form of the Receipts and
any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Corporation and the
Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent) which shall materially and adversely alter the rights of the Holders
of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts
representing in the aggregate at least two-thirds of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at
the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment
and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions
of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary
Shares to the Depositary with instructions to deliver to the Holder the shares of the Preferred Stock and all money and other property,
if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of
any governmental body, agency or commission, or applicable securities exchange. As a condition precedent to the Depositary’s execution
of any amendment, the Corporation shall deliver to the Depositary a certificate executed by a duly authorized officer of the Corporation
that states that the proposed amendment is in compliance with the terms of this Section 6.1. No amendment to this Depositary Agreement
shall be effective unless duly executed by the Depositary and the Corporation.


 






    	 	21	 



     


    

 


6.2          Termination.


 


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


 


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


 


Upon the termination of this
Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except for its obligations to
the Depositary, any Depositary’s Agent, any Transfer Agent, any Registrar, any dividend distribution agent or redemption agent
under Sections 5.3, 5.6 and 5.7 (including as to any services of the Depositary, any Depositary’s Agent, any Registrar, any
dividend distribution agent or redemption agent that are necessary following and in connection with the termination of this Deposit Agreement);
provided further that Sections 5.2, 5.3, 5.6 and 5.7 shall survive the termination of this Deposit Agreement.


 






    	 	22	 



     


    

 


Article VII

MISCELLANEOUS


 


7.1          Counterparts.


 


This Deposit Agreement may
be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when
so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Deposit Agreement by facsimile, pdf or electronic mail (including
any signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signature and Records
Act or other applicable law, e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart of this
Deposit Agreement.


 


7.2          Exclusive
Benefit of Parties.


 


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


 


7.3          Invalidity
of Provisions.


 


In case any one or more of
the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced
or disturbed thereby; provided, however, that if any such provision adversely affects the rights, duties, liabilities or obligations
of the Depositary, the Depositary shall be entitled to resign immediately upon written notice to the Corporation.


 


7.4          Notices.


 


Any and all notices to be
given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or recognized next day courier service or by electronic mail, confirmed by letter, addressed to the Corporation
at:


 


PacWest Bancorp

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA 90212

Attention: Bart R. Olson, Chief Financial Officer

Email: bolson@pacwest.com


 


with a copy to:


 


Dorsey & Whitney LLP

150 6th Street South, Suite 1500

Minneapolis, MN 55402

Attention: Cam Hoang

Email: hoang.cam@dorsey.com


 






    	 	23	 



     


    

 


or at any other addresses of which the Corporation
shall have notified the Depositary in writing.


 


Any and all notices to be
given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or recognized next day courier service or by facsimile transmission or electronic mail, confirmed by letter,
addressed to the Depositary at the Depositary’s Office at:


 


Equiniti Trust Company


1110 Centre Pointe Curve, Suite 101


Mendota Heights, MN 55120


Email:EQSS-AccountManagement@Equiniti.com


 


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


 


Except as otherwise provided
herein, any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall
be deemed to have been duly given if personally delivered or sent by mail, recognized next day courier services, facsimile transmission
or electronic mail, confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books
of the Depositary; or if such Holder shall have timely filed with the Depositary a written request that notices intended for such Holder
be mailed to some other address, at the address designated in such request; or in the case of any Global Receipt Depository, in accordance
with its applicable procedures and arrangements for notices.


 


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


 


7.5          Depositary’s
Agents.


 


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


 


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


 


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


 






    	 	24	 



     


    

 


7.7          Holders
of Receipts are Parties.


 


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


 


7.8          Governing
Law.


 


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


 


7.9          Inspection
of Deposit Agreement.


 


Copies of this Deposit Agreement
shall be filed with the Depositary and the Depositary’s Agents and shall be made available for inspection during business hours
upon reasonable notice to the Depositary by any Holder of a Receipt.


 


7.10          Headings.


 


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


 


7.11          Confidentiality.


 


The Depositary and the Corporation
agree that all books, records, information and data pertaining to the business of the other party, including, inter alia, personal,
non-public Holder information, and the fees for services to be performed hereunder, which are exchanged or received pursuant to the negotiation
or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other Person,
except as may be required by law or legal process. Notwithstanding anything contained herein, each party may disclose relevant aspects
of the other party’s confidential information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably
necessary to perform its duties and obligations under this Deposit Agreement and such disclosure is not prohibited by applicable law.
To avoid doubt, the parties hereto shall not (otherwise as set forth in this Section 7.11) be required to keep the terms of this
Deposit Agreement confidential.


 


7.12          Further
Assurances.


 


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


 


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


 






    	 	25	 



     


    

 


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


 


	 	PACWEST BANCORP
	 	 	 
	 	 	 
	 	/s/ Bart R. Olson
	 	Name:	Bart R. Olson
	 	Title:	Executive Vice President, Chief Financial Officer
	 	 	 
	 	 	 
	 	EQUINITI TRUST COMPANY, as Depositary, Transfer Agent and Registrar for the shares of the Corporation’s Preferred Stock
	 	 	 
	 	 	 
	 	/s/ Martin Knapp
	 	Name:	Martin Knapp
	 	Title:	Senior Vice President



 


[Signature page to Deposit Agreement]


 






     


     


    

 


EXHIBIT A:

FORM OF RECEIPT


 


[FORM OF FACE OF RECEIPT]


 


Unless this receipt is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to PacWest Bancorp or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


DEPOSITARY
SHARES

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

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

7.75% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL

PREFERRED STOCK, SERIES A

OF

PACWEST BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 695263202/ US6952632023

SEE REVERSE FOR CERTAIN DEFINITIONS

Number of Depositary Shares:


 


Certificate Number: _____


 


EQUINITI
TRUST COMPANY, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner
of               depositary shares ($              aggregate liquidation preference) (“Depositary Shares”), each Depositary Share representing
a 1/40th interest in one share of 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per
share, liquidation preference $1,000 per share (the “Preferred Stock”), of PacWest Bancorp, a Delaware corporation
(the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated June 6, 2022 (the “Deposit Agreement”), among the Corporation, the Depositary and the holders
from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to
be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose
or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile
signature of a duly authorized officer and, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, countersigned
by such Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof.


 


	Equiniti Trust Company, as Depositary	 	Dated: _________, 2022
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 



 






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[FORM OF REVERSE OF RECEIPT]

PACWEST BANCORP


 


PACWEST BANCORP WILL FURNISH
WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION
OF 7.75% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, OF PACWEST BANCORP. ANY SUCH REQUEST IS TO BE ADDRESSED
TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 


The Corporation will furnish
without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or to the Transfer Agent.


 


EXPLANATION OF ABBREVIATIONS


 


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


 


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



 


	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent

Word	 	Abbreviation	 	Equivalent

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



 






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Assignment


 


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


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

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


 


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


 


Dated :


 


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


 


SIGNATURE GUARANTEED


 


NOTICE: The signature(s) should be guaranteed
by a participant in a signature guarantee program approved by the Securities Transfer Association at a guarantee level acceptable to the
Transfer Agent.


 






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