EX-4.O






Exhibit 4(o)




      




FIRST REPUBLIC BANK,

MELLON INVESTOR SERVICES LLC,

AS DEPOSITARY,

AND

THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

RELATING TO

6.25% NONCUMULATIVE PERPETUAL SERIES B PREFERRED SHARES

DEPOSIT AGREEMENT

DATED AS OF MARCH 18, 2005




 




 









 





DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT, dated as of March 18, 2005, among First Republic Bank, a commercial bank
organized under the laws of the State of Nevada (the “Bank”), Mellon Investor Services LLC, a New
Jersey limited liability company, as Depositary, and all holders from time to time of Receipts (as
hereinafter defined) issued hereunder.



W I T N E S S E T H:




     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of the Bank’s Preferred Shares (as hereinafter defined) with the Depositary for the
purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts
evidencing Depositary Shares representing a fractional interest in the Preferred Shares deposited;
and



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



     NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among
the parties hereto as follows:



ARTICLE I

DEFINITIONS




     The following definitions shall apply to the respective terms (in the singular and plural
forms of such terms) used in this Deposit Agreement and the Receipts:



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



     “Articles of Incorporation” shall mean the amended and restated articles of
incorporation, as amended from time to time, of the Bank.



     “Bank” shall mean First Republic Bank, a commercial bank organized under the laws of
the State of Nevada.



     “Corporate Office” shall mean the corporate office of the Depositary at which at any
particular time its business in respect of matters governed by this Deposit Agreement shall be
administered, which at the date of this Deposit Agreement is located at Mellon Investor Services
LLC, 235 Montgomery Street, 23rd floor, San Francisco, CA 94104.



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



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     “Depositary” shall mean Mellon Investor Services LLC, a company having its principal
office in the United States and any successor as depositary hereunder.



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



     “Depositary’s Agent” shall mean an agent appointed by the Depositary as provided, and
for the purposes specified, in section 7.5.



     “Designating Amendment” shall mean the amendment to the Articles of Incorporation in
the form of a certificate of designations filed with the Secretary of State of the State of Nevada
establishing the Preferred Shares as a series of preferred shares of the Bank.



     “DTC” shall mean The Depository Trust Company.



     “DTC Receipt” has the meaning set forth in Section 2.1.



     “Preferred Shares” shall mean the Bank’s 6.25% Noncumulative Perpetual Series B
Preferred Shares, par value $0.01 per share, heretofore validly issued, fully paid and
nonassessable.



     “Receipt” shall mean a depositary receipt issued hereunder to evidence one or more
Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as
Exhibit A hereto. If the context so requires, the term “Receipt” shall be deemed to include the
DTC Receipt (as defined in Section 2.1 hereof).



     “Record Date” shall mean the date fixed pursuant to Section 4.4.



     “Record Holder” or “Holder” as applied to a receipt shall mean the person in
whose name a receipt is registered on the books maintained by the Depositary for such purpose.



     “Registrar” shall mean Mellon Investor Services LLC or any bank or trust company
appointed to register ownership and transfers of Receipts or the deposited Preferred Shares, as the
case may be, as herein provided.



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



     “Transfer Agent” shall mean Mellon Investor Services LLC or any bank or trust company
appointed to transfer the Receipts or the deposited Preferred Shares, as the case may be, as herein
provided.



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ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF PREFERRED SHARES, EXECUTION AND

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS





SECTION 2.1 Form and Transferability of Receipts. The Bank and the
Depositary shall make application to DTC for acceptance of all or a portion of the
Receipts for its book-entry settlement system. The Bank hereby appoints the
Depositary acting through any authorized officer thereof as its attorney-in-fact,
with full power to delegate, for purposes of executing any agreements,
certifications or other instruments or documents necessary or desirable in order to
effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts
are eligible for book-entry settlement with DTC, unless otherwise required by law,
all Depositary Shares to be traded on the New York Stock Exchange or any other
exchange with book-entry settlement through DTC shall be represented by a single
receipt (the “DTC Receipt”), which shall be deposited with DTC (or its designee)
evidencing all such Depositary Shares and registered in the name of the nominee of
DTC (initially expected to be Cede & Co.). The Depositary or such other entity as
is agreed to by DTC may hold the DTC Receipt as custodian for DTC. Ownership of
beneficial interests in the DTC Receipt shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) DTC or its nominee
for such DTC Receipt, or (ii) institutions that have accounts with DTC.



     Notwithstanding the foregoing, the DTC Receipt shall be exchangeable for definitive Receipts
only if (i) DTC notifies the Bank at any time that it is unwilling or unable to continue to make
its book-entry settlement system available for the Receipts and a successor to DTC is not appointed
by the Bank within 90 days of the date the Bank is so informed in writing, (ii) DTC notifies the
Bank at any time that it has ceased to be a clearing agency registered under applicable law and a
successor to DTC is not appointed by the Bank within 90 days of the date the Bank is so informed in
writing or (iii) the Bank executes and delivers to DTC, with a copy to the Depositary, a notice to
the effect that such DTC Receipt shall be so exchangeable. The Bank shall promptly forward to the
Depositary any notice that it receives from DTC as described in the preceding sentence. If the
beneficial owners of interests in Depositary Shares are entitled to exchange such interests for
definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the
preceding sentence, then without unnecessary delay but in any event not later than the earliest
date on which such beneficial interests may be so exchanged, the Depositary shall provide written
instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Bank
shall instruct the Depositary to deliver to the beneficial owners of the Depositary Shares
previously evidenced by the DTC Receipt definitive Receipts in physical form evidencing such
Depositary Shares. Such definitive Receipts shall be in substantially the form annexed hereto as
Exhibit A, with appropriate insertions, modifications and omissions, as hereafter provided.



     The holders of Depositary Shares shall not, except as stated above with respect to Depositary
Shares in book-entry form issued in exchange for the DTC Receipt, be entitled to receive Receipts
in physical, certificated form as herein provided.



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     Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed 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). The DTC Receipt shall bear such legend or legends as may
be required by DTC in order for it to accept the Depositary Shares for its book-entry settlement
system (but which do not affect the rights, duties, obligations or immunities of the Depositary as
set forth in this Deposit Agreement). Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Bank or any holder of Preferred Shares, as the case may
be, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which
may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of
the definitive Receipts in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the Bank may determine, as evidenced by a writing
delivered to the Depositary. If temporary Receipts are issued, the Bank 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 Corporate Office or such other offices, if any, as the Depositary may
designate, without charge to the holder. Upon surrender for cancellation of any one or more
temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive
Receipts representing the same number of Depositary Shares as represented by the surrendered
temporary Receipt or Receipts; provided that, the Depositary has been provided with all
necessary information that it may request in order to execute and deliver such definitive Receipts.
Such exchange shall be made at the Bank’s expense and without any charge to the holder. 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 Shares deposited, as definitive Receipts.



     Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary; provided that if a Registrar (other than the
Depositary) shall have been appointed then such Receipts shall also be countersigned by manual
signature of a duly authorized signatory of the Registrar. 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 as provided in the preceding sentence. The Depositary or the Registrar, as
applicable, shall record on its books each Receipt executed as provided above and delivered as
hereinafter provided.



     Except as the Depositary may otherwise determine, 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 as may be
required by the Depositary or required to comply with any applicable law or regulation or with the
rules and regulations of any securities exchange upon which the Preferred Shares, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular Receipts are subject (but
which do not affect the rights, duties, obligations or immunities of the Depositary as set forth in
this Deposit Agreement).



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     Title to any Receipt (and to the Depositary Shares evidenced by such Receipt), that is
properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall
be transferable by delivery with the same effect as in the case of a negotiable instrument;
provided, however, that until a Receipt shall be transferred on the books of the
Depositary as provided in Section 2.4, 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 distribution of dividends or other distributions, the
exercise of any conversion rights or to any notice provided for in this Deposit Agreement and for
all other purposes.




SECTION 2.2 Deposit of Preferred Shares; Execution and Delivery of Receipts in
Respect Thereof. Concurrently with the execution of this Deposit Agreement, the
Bank is delivering to the Depositary a certificate or certificates, registered in
the name of the Depositary and evidencing 50,000 Preferred Shares, accompanied by a
duly executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with (i) all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit Agreement and (ii) a
written order of the Bank directing the Depositary to execute and deliver to, or
upon the written order of, the person or persons stated in such order a Receipt or
Receipts for, and specifying, the Depositary Shares representing such deposited
Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred
Shares and related documentation and agrees to hold such deposited Preferred Shares
in an account to be established by the Depositary at the Corporate Office or at such
other office as the Depositary shall determine. The Bank hereby appoints the
Depositary as the Registrar and Transfer Agent for Preferred Shares deposited
hereunder and the Depositary hereby accepts such appointment and, as such, will
reflect changes in the number of shares of deposited Preferred Shares held by it by
notation, book-entry or other appropriate method.



     If required by the Depositary, Preferred Shares presented for deposit by the Bank at any time,
whether or not the register of shareholders of the Bank is closed, shall also be accompanied by an
agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for
the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for
additional Preferred Shares or to receive other property that any person in whose name the
Preferred Shares is or has been registered may thereafter receive upon or in respect of such
deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as
shall be satisfactory to the Depositary.



     Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited
in accordance with the provisions set forth in this Deposit Agreement, together with the other
documents specified above, and upon registering such Preferred Shares in the name of the
Depositary, 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 for the number of Depositary Shares representing the Preferred Shares so deposited and
registered in such name or names as may be requested by such person or persons. The



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Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except
that, at the written request, risk and expense of any person requesting such delivery, such
delivery may be made at such other place as may be designated by such person.



     Other than in the case of splits, combinations or other reclassifications affecting the
Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any,
there shall be deposited hereunder not more than the number of shares constituting the Preferred
Shares as set forth in the Designating Amendment, as such may be amended. The Depositary shall
have no duty or obligation to monitor the number of Preferred Shares to be deposited for purposes
of this paragraph.



     The Bank shall deliver to the Depositary from time to time such quantities of Receipts as
shall be necessary to enable the Depositary to perform its obligations under this Deposit
Agreement.




SECTION 2.3 Optional Redemption of Preferred Shares for Cash. Whenever the
Bank shall elect to redeem deposited Preferred Shares for cash in accordance with
the provisions of the Designating Amendment, it shall (unless otherwise agreed in
writing with the Depositary) give the Depositary not less than 60 days’ prior
written notice of the date of such proposed redemption and of the number of such
Preferred Shares held by the Depositary to be redeemed and the applicable redemption
price, as set forth in the Designating Amendment. The Depositary shall mail,
first-class postage prepaid, notice of the redemption of Preferred Shares and the
proposed simultaneous redemption of the Depositary Shares representing the Preferred
Shares to be redeemed, not less than 30 and not more than 60 days prior to the date
fixed for redemption of such Preferred Shares and Depositary Shares (the “cash
redemption date”), to the holders of record on the record date fixed for such
redemption pursuant to Section 4.4 hereof of the Receipts evidencing the Depositary
Shares to be so redeemed, at the addresses of such holders as the same appear on the
records of the Depositary; but neither failure to mail any such notice to one or
more such holders nor any defect in any such notice shall affect the sufficiency of
the proceedings for redemption as to other holders. The Bank shall provide the
Depositary with such notice, and each such notice shall state: the cash redemption
date; the cash redemption price; the number of deposited Preferred Shares and
Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by
any holder are to be redeemed, the number of such Depositary Shares held by such
holder to be so redeemed; and the place or places where Receipts evidencing
Depositary Shares to be redeemed are to be surrendered for payment of the cash
redemption price. If fewer than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro rata
(as nearly as may be practicable without creating fractional Depositary Shares) or
by any other equitable method determined by the Bank (as set forth in a writing
given to the Depositary). The Bank shall also cause notice of redemption to be
published in a newspaper of general circulation in The City of New York at least
once a week for two successive weeks commencing not less than 30 nor more than 60
days prior to the cash redemption date.



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     In the event that notice of redemption has been made as described in the immediately preceding
paragraph and the Bank has paid in full to the Depositary the cash redemption price (determined
pursuant to the Designating Amendment) of the Preferred Shares deposited with the Depositary to be
redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred
Shares so called for redemption by the Bank and from and after the cash redemption date (unless the
Bank shall have failed to redeem the Preferred Shares to be redeemed by it as set forth in the
Bank’s notice provided for in the preceding paragraph), all dividends in respect of the Preferred
Shares called for redemption shall cease to accrue, the Depositary Shares called for redemption
shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the cash redemption price and any money or
other property to which holders of such Receipts were entitled upon such redemption) shall, to the
extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said
notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for
transfer), such Depositary Shares shall be redeemed at a cash redemption price of $25.00 per
Depositary Share plus any other money and other property payable in respect of such Preferred
Shares. The foregoing shall be further subject to the terms and conditions of the Designating
Amendment.



     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 payment of the cash redemption price for any and all other amounts payable in respect
of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.




SECTION 2.4 Registration of Transfers of Receipts. The Bank hereby appoints
the Depositary as the Registrar and Transfer Agent for the Receipts and the
Depositary hereby accepts such appointment and, as such, shall register on its books
from time to time transfers of Receipts upon any surrender thereof by the holder, in
person or by a duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer or endorsement, together with evidence of
the payment of any taxes or governmental charges as may be required by law. Upon
such surrender, the Depositary shall execute a new Receipt or Receipts and deliver
the same to or upon the order of the person entitled thereto evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered.




SECTION 2.5 Combinations and Split-Ups of Receipts. Upon surrender of a
Receipt or Receipts at the Corporate Office or such other office as the Depositary
may designate for the purpose of effecting a split-up or combination of Receipts,
subject to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denominations
requested evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.




SECTION 2.6 Surrender of Receipts and Withdrawal of Preferred Shares. Any
holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred
Shares represented by the Depositary Shares evidenced by such Receipt



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or Receipts and all money and other property, if any, represented by such Depositary
Shares by surrendering such Receipt or Receipts at the Corporate Office or at such
office as the Depositary may designate for such withdrawals; provided that a
holder of a Receipt or Receipts may not withdraw such Preferred Shares (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
Bank has provided the Depositary with all necessary documentation and a sufficient
amount of cash), the Depositary shall deliver to such holder, or to the person or
persons designated by such holder as hereinafter provided, the number of shares of
such Preferred Shares and all such money and other property, if any, represented by
the Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal. Holders of such Preferred Shares will not thereafter be entitled to
deposit such Preferred Shares hereunder or to receive Depositary Shares therefor.
If the Receipt or Receipts 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 Preferred Shares to be
withdrawn, the Depositary shall at the same time, in addition to such number of
Preferred Shares and such money and other property, if any, to be withdrawn, deliver
to such holder, upon the holder’s written order, a new Receipt or Receipts
evidencing such excess number of Depositary Shares. Delivery of such Preferred
Shares 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 shall be properly endorsed or accompanied by proper
instruments of transfer.



     If the deposited Preferred Shares and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or Receipts being
surrendered for withdrawal of Preferred Shares, such holder shall execute and deliver to the
Depositary a written order so directing the Depositary and the Receipt or Receipts surrendered by
such holder for withdrawal of such Preferred Shares be properly endorsed in blank or accompanied by
a properly executed instrument of transfer or endorsement in blank and that the signature on such
instrument of transfer be guaranteed by an eligible guarantor institution pursuant to Rule 17 Ad-15
of the Securities Exchange Act of 1934, as amended.



     The Depositary shall deliver the deposited Preferred Shares and the money and other property,
if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at
the Corporate Office or such other office as the Depositary may designate for such purpose, except
that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for
the account of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.




SECTION 2.7 Limitations on Execution and Delivery, Transfer, Split-Up,
Combination, Surrender and Exchange of Receipts. As a condition precedent to
the execution and delivery, transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary’s Agents or the Bank may



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require any or all of the following: (i) payment to it of a sum sufficient for the
payment (or, in the event that the Bank shall have made such payment, the
reimbursement to it) of any tax or other governmental charge with respect thereto
(including any such tax or charge with respect to the Preferred Shares being
deposited or withdrawn); (ii) the production of proof satisfactory to it as to the
identity and genuineness of any signature (or the authority of any signature); and
(iii) compliance with such regulations, if any, as the Depositary or the Bank may
establish consistent with the provisions of this Deposit Agreement as may be
required by any securities exchange upon which the deposited Preferred Shares, the
Depositary Shares or the Receipts may be included for quotation or listed.



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




SECTION 2.8 Lost Receipts, Etc. In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary, in its discretion, may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt or in lieu of and in substitution for such destroyed, lost or
stolen Receipt; provided that the holder thereof provides the Depositary
with (i) evidence satisfactory to the Depositary of such destruction, loss or theft
of such Receipt, of the authenticity thereof and of his ownership thereof,
including, without limitation, an affidavit of loss, (ii) indemnification
satisfactory to the Depositary and the Bank, including, without limitation, a bond
of indemnity, and (iii) payment of any expense (including fees, charges and expenses
of the Depositary and its agents and counsel) in connection with such execution and
delivery.




SECTION 2.9 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 to destroy such Receipts so cancelled.



ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE BANK





SECTION 3.1 Filing Proofs, Certificates and Other Information. The Bank,
upon presenting Preferred Shares for deposit or any holder of a Receipt may be
required from time to time to file such proof of residence or other information, to
execute such certificates and to make such representations and warranties as the
Depositary or the Bank may deem necessary or proper. The Depositary or the Bank may
withhold or delay the delivery of any Receipt, the transfer, redemption



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or exchange of any Receipt, the withdrawal of the deposited Preferred Shares
represented by the Depositary Shares evidenced by any Receipt, 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, such certificates are
executed or such representations and warranties are made.




SECTION 3.2 Payment of Fees and Expenses. Holders of Receipts shall be
obligated to make payments to the Depositary of certain fees and expenses, as
provided in Section 5.7, or provide evidence satisfactory to the Depositary that
such fees and expenses have been paid. Until such payment is made, transfer of any
Receipt or any withdrawal of the Preferred Shares or money or other property, if
any, represented by the Depositary Shares evidenced by such Receipt may be refused,
any dividend or other distribution may be withheld, and any part or all of the
Preferred Shares or other property represented by the Depositary Shares evidenced by
such Receipt may be sold for the account of the holder thereof (after attempting to
notify such holder prior to such sale). Any dividend or other distribution so
withheld and the proceeds of any such sale may be applied to any payment of such
fees or expenses, the holder of such Receipt remaining liable for any deficiency.




SECTION 3.3 Representations and Warranties as to Preferred Shares. In the
case of the initial deposit of the Preferred Shares hereunder, the Bank and, in the
case of subsequent deposits thereof, each person so depositing Preferred Shares
under this Deposit Agreement shall be deemed thereby to represent and warrant that
such Preferred Shares and each certificate therefor are valid and that the person
making such deposit is duly authorized to do so. The Bank hereby further represents
and warrants that such Preferred Shares, when issued, will be validly issued, fully
paid and nonassessable. Such representations and warranties shall survive the
deposit of the Preferred Shares and the issuance of Receipts.




SECTION 3.4 Representation and Warranty as to Receipts and Depositary
Shares. The Bank hereby represents and warrants that the Receipts, when issued,
will evidence legal and valid interests in the Depositary Shares and each Depositary
Share will represent a legal and valid 1/40 fractional interest in a deposited
Preferred Share. Such representation and warranty shall survive the deposit of the
Preferred Shares and the issuance of Receipts evidencing the Depositary Shares.



ARTICLE IV

THE PREFERRED SHARES; NOTICES





SECTION 4.1 Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on the deposited Preferred Shares,
including any cash received upon redemption of any Preferred Shares pursuant to
Section 2.3, the Depositary shall, upon written instructions from the Bank, subject
to Section 3.2, distribute to record holders of Receipts on the record date fixed
pursuant to Section 4.4 such amounts, as determined by the Bank, of such sum as



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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 Bank or the Depositary shall be required to and
shall withhold from any cash dividend or other cash distribution in respect of the
Preferred Shares represented by the Receipts held by any holder an amount on account
of taxes, the amount made available for distribution or distributed in respect of
Depositary Shares represented by such Receipts subject to such withholding shall be
reduced accordingly. The Depositary shall distribute or make available for
distribution, as the case may be and in accordance with the Bank’s written
instructions, only such amount, however, as can be distributed without attributing
to any holder of Receipts a fraction of one cent by rounding the amount of any
distribution to the record holder of Receipts to the nearest whole cent;
provided, however, that, in the event the Depositary requires an
additional amount in connection with such rounding to avoid the distribution of a
fraction of one cent to any holder, the Depositary shall notify the Bank of the
amount necessary and the Bank shall promptly deliver such amount to the Depositary.




SECTION 4.2 Distributions Other Than Cash. Whenever the Depositary shall
receive any distribution other than cash on the deposited Preferred Shares, the
Depositary shall, subject to Section 3.2, distribute to record holders of Receipts
on the record date fixed pursuant to Section 4.4 such amounts, as determined by the
Bank and set forth in writing, of the securities or property received by it as are,
as nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Receipts held by such holders. If the Bank determines that
such distribution cannot be made proportionately among such record holders, or if
for any other reason (including any requirement that the Bank or the Depositary
withhold an amount on account of taxes) the Bank determines that such distribution
is not feasible, then the Bank shall 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 received by the Depositary or
any part thereof (on behalf of the holders of Receipts), at such place or places and
upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Section 3.2, 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 Bank shall not make any
distribution of such securities or property to the holders of Receipts unless the
Bank 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. The Bank shall advise the Depositary in writing of the nature of
any property, and if the Depositary in its judgment determines that it may incur
liability by reason of being deemed an owner thereof, the Depositary shall have the
right to refuse such property, but the Depositary shall assist the Bank in
determining an appropriate means of distributing such property.




SECTION 4.3 Subscription Rights, Preferences or Privileges. If the Bank
shall at any time offer or cause to be offered to the persons in whose names
deposited



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Preferred Shares are registered on the books of the Bank any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in
each such instance be made available by the Depositary to the record holders of
Receipts in such manner as the Bank shall instruct in writing (including by the
issue to such record holders of warrants representing such rights, preferences or
privileges); provided, however, that (a) if at the time of issue or
offer of any such rights, preferences or privileges the Bank determines upon advice
of its legal counsel that it is not lawful or feasible to make such rights,
preferences or privileges available to the holders of Receipts (by the issue of
warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts
who do not desire to exercise such rights, preferences or privileges, the Depositary
shall then, if so instructed in writing by the Bank, and if applicable laws or the
terms of such rights, preferences or privileges so permit, sell such rights,
preferences or privileges of such holders at public or private sale, at such place
or places and upon such terms as it may deem proper. The net proceeds of any such
sale shall, subject to Section 3.1 and Section 3.2, upon written notice to the
Depositary, 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 Bank shall not make any distribution of such rights, preferences or
privileges, unless the Bank shall have provided to the Depositary an opinion of
counsel stating that the distribution of such rights, preferences or privileges have
been registered under the Securities Act or do not need to be registered.



     If 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, the Bank agrees that it will promptly file
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, and the Bank shall notify the Depositary in writing when such registration statement
becomes effective. 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
a registration statement shall have become effective or unless the offering and sale of such
securities to such holders are exempt from registration under the provisions of the Securities Act
and the Bank shall have provided to the Depositary an opinion of counsel to such effect.



     If any other action under the law 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, the Bank agrees to use its 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.



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SECTION 4.4 Notice of Dividends; Fixing of Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights, preferences
or privileges shall at any time be offered, with respect to the deposited Preferred
Shares, or whenever the Depositary shall receive written notice of (i) any meeting
at which holders of such Preferred Shares are entitled to vote or of which holders
of such Preferred Shares are entitled to notice or (ii) any election on the part of
the Bank to redeem any such Preferred Shares, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date fixed by
the Bank with respect to the Preferred Shares) 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, to give
instructions for the exercise of voting rights at any such meeting or to receive
notice of such meeting or whose Depositary Shares are to be so redeemed.




SECTION 4.5 Voting Rights. Upon receipt of written notice of any meeting at
which the holders of deposited Preferred Shares are entitled to vote, the Depositary
shall, as soon as practicable thereafter, mail to the record holders of Receipts a
notice, which shall be provided by the Bank and 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 will be entitled, subject to any applicable provision of
law, to instruct the Depositary as to the exercise of the voting rights pertaining
to the amount of Preferred Shares represented by their respective Depositary Shares
and (iii) a brief statement as to the manner in which such instructions may be
given. Upon the written request of a holder of a Receipt on such record date, the
Depositary shall vote or cause to be voted the amount of Preferred Shares
represented by the Depositary Shares evidenced by such Receipt in accordance with
the instructions (and as nearly as possible in the event the holder’s Depositary
Shares represent a fractional Preferred Share) set forth in such request. Each
Preferred Share, when voting as a separate series, is entitled to 40 votes and,
accordingly, each Depositary Share is entitled to one vote. On any matter in which
the Preferred Shares are entitled to vote as a class with holders of any other
shares upon which like voting rights have been conferred and are exercisable, each
Preferred Share will be entitled to one vote. The Bank hereby agrees to take all
reasonable action that may be deemed necessary by the Depositary in order to enable
the Depositary to vote such Preferred Shares or cause such Preferred Shares to be
voted. In the absence of specific instructions from the holder of a Receipt, the
Depositary will abstain from voting to the extent of the Preferred Shares
represented by the Depositary Shares evidenced by such Receipt. The Depositary
shall not be required to exercise discretion in voting any Preferred Shares
represented by the Depositary Shares evidenced by such Receipt.




SECTION 4.6 Changes Affecting Preferred Shares and Reclassifications,
Recapitalization, Etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of Preferred Shares, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation affecting



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the Bank or to which it is a party or sale of all or substantially all of the Bank’s
assets, the Depositary shall, upon the written instructions of the Bank (i) make
such adjustments in (a) the fraction of an interest represented by one Depositary
Share in one Preferred Share and (b) the ratio of the redemption price per
Depositary Share to the redemption price of a Preferred Share, in each case as may
be required by or as is consistent with the provisions of the Designating Amendment
to fully reflect the effects of such change in liquidation value, split-up,
combination or other reclassification of shares, or of such recapitalization,
reorganization, merger, consolidation or sale and (ii) treat any shares or other
securities or property (including cash) that shall be received by the Depositary in
exchange for or upon conversion of or in respect of the Preferred Shares as new
deposited property under this Deposit Agreement, and Receipts then outstanding shall
thenceforth represent the proportionate interests of holders thereof or the new
deposited property so received in exchange for or upon conversion or in respect of
such Preferred Shares. In any such case the Depositary shall, upon the written
instructions of the Bank, 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 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 par or stated value, split-up, combination or
other reclassification of the Preferred Shares or any such recapitalization,
reorganization, merger, amalgamation or consolidation or sale of substantially all
the assets of the Bank to surrender such Receipts to the Depositary with written
instructions to convert, exchange or surrender the Preferred Shares 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 deposited Preferred Shares
evidenced by such Receipts might have been converted or for which such Preferred
Shares might have been exchanged or surrendered immediately prior to the effective
date of such transaction. The Bank shall cause effective provisions to be included
in the charter of the resulting or surviving corporation (if other than the Bank)
for protection of such rights as may be applicable upon exchange of the deposited
Preferred Shares for securities or property or cash of the surviving corporation in
connection with the transactions set forth above. The Bank shall cause any such
surviving corporation (if other than the Bank) expressly to assume the obligations
of the Bank hereunder.




SECTION 4.7 Inspection of Reports. The Depositary shall make available for
inspection by holders of Receipts at the Corporate Office and at such other places
as it may from time to time deem advisable during normal business hours any reports
and communications received from the Bank that are both received by the Depositary
as the holder of deposited Preferred Shares and made generally available to the
holders of the Preferred Shares. In addition, the Depositary shall transmit certain
notices and reports to the holders of Receipts as provided in Section 5.5.




SECTION 4.8 Lists of Receipt Holders. Promptly upon written request from
time to time by the Bank, the Depositary shall furnish to the Bank a list, as of a
recent



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date specified by the Bank, of the names, addresses and holdings of Depositary
Shares of all persons in whose names Receipts are registered on the books of the
Depositary.




SECTION 4.9 Tax and Regulatory Compliance. The Depositary shall be
responsible for (i) preparation and mailing of form 1099s for all open and closed
accounts, (ii) foreign tax withholding, (iii) any withholding required by then
applicable law of dividends from eligible holders of Receipts if directed to do so
by the Bank or required to do so by applicable law, (iv) mailing W-9 forms to new
holders of Receipts without a certified taxpayer identification number, (v)
processing certified W-9 forms, (vi) preparation and filing of state information
returns and (vii) escheatment services.




SECTION 4.10 Withholding. Notwithstanding any other provision of this
Deposit Agreement, in the event that the Depositary determines that any distribution
in property is subject to any tax which the Depositary is obligated by law to
withhold, the Depositary may dispose of all or a portion of such property in such
amounts and in such manner as the Depositary deems necessary and practicable to pay
such taxes, by public or private sale, and the Depositary shall distribute the net
proceeds of any such sale or the balance of any such property after deduction of
such taxes to the holders of Receipts entitled thereto in proportion to the number
of Depositary Shares held by them respectively.



ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR, THE

TRANSFER AGENT AND THE BANK




     For purposes of this Article V, “Depositary” shall also mean “Registrar” and/or “Transfer
Agent”, as the case may be.



     SECTION 5.1 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the
Registrar. The Depositary shall maintain at the Corporate Office facilities for the execution
and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts
and deposit and withdrawal of Preferred Shares and at the offices of the Depositary’s Agents, if
any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and
redemption of Receipts and deposit and withdrawal of Preferred Shares, all in accordance with the
provisions of this Deposit Agreement.



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



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




SECTION 5.2 Prevention or Delay in Performance by the Depositary, the
Depositary’s Agents, the Registrar or the Bank. Neither the Depositary, any
Depositary’s Agent, any Registrar nor the Bank shall incur any liability to any
holder of any Receipt 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 any Registrar, by reason of any provision, present or future, of the
Articles of Incorporation or the Designating Amendment or, in the case of the Bank,
the Depositary, the Depositary’s Agent or any Registrar, by reason of any act of God
or war or other circumstance beyond the control of the relevant party, the
Depositary, the Depositary’s Agent, any Registrar or the Bank shall be prevented or
forbidden from doing or performing any act or thing that the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary’s Agent, any Registrar or the Bank incur any liability to any holder of a
Receipt or any beneficial owner by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of this Deposit
Agreement provide shall or may be done or performed, or by reason of any exercise
of, or failure to exercise, any discretion provided for in this Deposit Agreement.




SECTION 5.3 Obligations of the Depositary, the Depositary’s Agents, the
Registrar, the Transfer Agent and the Bank. Neither the Depositary, any
Depositary’s Agent, any Registrar, any Transfer Agent nor the Bank assumes any
obligation or shall be subject to any liability to the Bank or any other person or
entity (including, without limitation, to holders of Receipts or to beneficial
owners) under this Deposit Agreement or any Receipt, other than from acts or
omissions arising out of conduct constituting bad faith, gross negligence or willful
misconduct (each as finally determined by a court of competent jurisdiction) in the
performance of such duties as are specifically set forth in this Deposit Agreement.
Under no circumstances shall the Depositary, any Depositary’s Agent, any Transfer
Agent or any Registrar be liable for any special, punitive, indirect, incidental or
consequential loss or damage 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.



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



     Neither the Depositary, any Depositary’s Agent, any Registrar nor the Bank shall be liable for
any action or any failure to act by it in reliance upon the advice or opinion of legal counsel or
accountants, or information provided by any person presenting Preferred Shares for deposit, any
holder of a Receipt or any other person believed by it to be competent to give such information.
The Depositary, any Depositary’s Agent, any Registrar and the Bank may each rely and shall each be
fully protected in acting upon any written notice, request, instruction, direction or other
document believed by it to be genuine and to have been signed or presented by the proper party or
parties.



     In the event the Depositary shall receive conflicting claims, requests or instructions from
any holders of Receipts, on the one hand, and the Bank, on the other hand, the Depositary shall be
entitled to act on such claims, requests or instructions received from the Bank, and shall be
entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action
so taken. In the event the Depositary believes any ambiguity or uncertainty exists in any notice,
instruction, direction, request or other communication, paper or document received by the
Depositary from the Bank pursuant hereto, the Depositary will promptly notify the Bank of the
details of such alleged ambiguity or uncertainty, and may, in its reasonable discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to any
person for refraining from taking such action, absent gross negligence or willful misconduct (each
as finally determined by a court of competent jurisdiction), unless the Depositary receives written
instructions with respect to such matter signed by the Bank which eliminates such ambiguity or
uncertainty to the satisfaction of the Depositary.



     The Depositary shall not be responsible for any failure to carry out any instruction to vote
any of the deposited Preferred Shares or for the manner or effect of any such vote made, as long as
any such action or non-action does not result from gross negligence or willful misconduct of the
Depositary (each as finally determined by a court of competent jurisdiction). The Depositary
undertakes, any Registrar and any Transfer Agent 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 Agreement or imposed upon the Depositary, any
Registrar or any Transfer Agent.



     The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any
Registrar or Transfer Agent may own, buy, sell or deal in any class of securities of the Bank and
its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any
transaction in which the Bank 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 or the Depositary’s Agent
hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of
the Bank and its affiliates or act in any other capacity for the Bank or its affiliates.



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     It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an
“issuer” of the securities under the federal securities laws or applicable state securities laws,
it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting
only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided,
however, that the Depositary agrees to comply with all information reporting and
withholding requirements applicable to it under law or this Deposit Agreement in its capacity as
Depositary.



     Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s
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 Shares, 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.



     The Bank agrees that it will register the deposited Preferred Shares and the Depositary Shares
if required by the applicable securities laws, it being agreed that such registration is not
required under current rules and regulations.



     The Depositary 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 Bank shall have provided
the necessary federal or other immediately available funds or securities or property, as the case
may be, to pay in full amounts due and payable with respect thereto;



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



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



     (v) may rely on and shall be authorized and protected in acting or failing to act upon the
written, telephonic, electronic and oral instructions, with respect to any matter relating to the
Depositary’s actions as Depositary covered by this Deposit Agreement (or supplementing or
qualifying any such actions) of officers of the Bank;



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



     (vii) shall not be called upon at any time to advise any person with respect to the Preferred
Shares or Receipts;



     (viii) shall not be liable or responsible for any recital or statement contained in any
documents relating hereto or the Preferred Shares or Receipts; and



     (ix) 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.




SECTION 5.4 Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary hereunder by
notice of its election to do so delivered to the Bank, 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 Bank by written notice of such removal
delivered to the Depositary, such removal 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 Bank
shall, within 60 days after the delivery of the notice of resignation or removal, as the case may
be, appoint a successor depositary, which shall be (i) a bank or trust company having its principal
office in the United States of America and having a combined capital and surplus of at least
$50,000,000 or (ii) an Affiliate of any such bank or trust company. If a successor depositary
shall not have been appointed within 60 days of the date of the applicable notice, the resigning
Depositary may, at the expense of the Bank, petition a court of competent jurisdiction to appoint a
successor depositary. Every successor depositary shall execute and deliver to its predecessor and
to the Bank 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 Bank, 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 rights, title and interest in the deposited Preferred Shares 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. Any successor depositary shall promptly mail notice of its
appointment to the record holders of Receipts.



     Any entity into or with which the Depositary may be merged, consolidated or converted shall be
the successor of such Depositary without the execution or filing of any



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document or any further act. Such successor depositary may execute the Receipts either in the
name of the predecessor depositary or in the name of the successor depositary.




SECTION 5.5 Notices, Reports and Documents. The Bank agrees that it will
deliver to the Depositary, and the Depositary will, promptly after receipt thereof,
transmit to the record holders of Receipts, in each case at the address recorded in
the Depositary’s books, copies of all notices and reports (including financial
statements) required by law, by the rules of any national securities exchange upon
which the Preferred Shares, the Depositary Shares or the Receipts are included for
quotation or listed or by the Articles of Incorporation and the Designating
Amendment to be furnished by the Bank to holders of the deposited Preferred Shares
and, if requested by the holder of any Receipt, a copy of this Deposit Agreement and
the form of Receipt. Such transmission will be at the Bank’s expense and the Bank
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 Bank’s expense such other documents as may be
requested by the Bank.




SECTION 5.6 Indemnification by the Bank. The Bank agrees to indemnify the
Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar against,
and hold each of them harmless from and against, any fee, loss, claim, penalty,
fine, settlement, judgment, damage liability, cost and expense (including reasonable
attorneys’ fees and expenses) that may arise out of, or in connection with, its
acting as Depositary, Depositary’s Agent, Transfer Agent or Registrar, respectively,
under this Deposit Agreement and the Receipts, except for any liability arising out
of the willful misconduct, gross negligence, or bad faith (each as finally
determined by a court of competent jurisdiction) on the part of any such person or
persons. The obligations of the Bank set forth in this Section 5.6 shall survive
any resignation or removal of any Depositary, Registrar, Transfer Agent or
Depositary’s Agent or termination of this Deposit Agreement.




SECTION 5.7 Fees, Charges and Expenses. No charges and expenses of the
Depositary or any Depositary’s Agent hereunder shall be payable by any person,
except as provided in this Section 5.7. The Bank shall pay all transfer and other
taxes and governmental charges arising solely from the existence of this Deposit
Agreement. The Bank shall also pay all fees and expenses of the Depositary,
Registrar, Transfer Agent and Depositary’s Agent in connection with the deposit of
the Preferred Shares and the issuance of the Depositary Shares evidenced by the
Receipts, any redemption of the Preferred Shares at the option of the Bank and all
withdrawals of the Preferred Shares by holders of Depositary Shares. If a holder of
Receipts requests the Depositary to perform duties not required under this Deposit
Agreement, the Depositary shall notify the holder of the cost of the performance of
such duties prior to the performance thereof. Such holder will be liable for the
charges and expenses related to such performance. All other fees and expenses of
the Depositary and any Depositary’s Agent hereunder and of any Registrar and any
Transfer Agent (including, in each case, fees and expenses of counsel) incident to
the performance of their respective obligations hereunder will



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be promptly paid as previously agreed between the Depositary and the Bank. The
Depositary shall present its statement for fees and expenses to the Bank every month
or at such other intervals as the Bank and the Depositary may agree.



ARTICLE VI

AMENDMENT AND TERMINATION





SECTION 6.1 Amendment. The form of the Receipts and any provision of this
Deposit Agreement may at any time and from time to time be amended by written
agreement between the Bank and the Depositary in any respect that 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 (i) shall materially and adversely alter the rights of the holders of Receipts
or (ii) would be materially and adversely inconsistent with the rights granted to
the holders of the Preferred Shares pursuant to the Designating Amendment shall be
effective unless such amendment shall have been approved by the holders of at least
a majority of the Depositary Shares then outstanding. In no event shall any
amendment (i) impair the right, subject to the provisions of Section 2.6 and Section
2.7 and Article III, of any holder of any Depositary Shares to surrender the Receipt
evidencing such Depositary Shares with instructions to the Depositary to deliver to
the holder the deposited Preferred Shares and all money and other property, if any,
represented thereby, or (ii) alter the tax treatment set forth in the offering
circular under the caption “U.S. Federal Income Tax Considerations,” except in order
to comply with mandatory provisions of applicable law. As a condition precedent to
the Depositary’s execution of any amendment, the Bank shall deliver to the
Depositary a certificate from an appropriate officer of the Bank that states that
the proposed amendment is in compliance with the terms of this Section 6.1. Every
holder of an outstanding Receipt at the time any such amendment becomes effective
shall be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by this Deposit Agreement as amended thereby.




SECTION 6.2 Termination. This Deposit Agreement may be terminated by the
Bank upon not less than 30 days’ prior written notice to the Depositary if the
holders of a majority of the Depositary Shares consent to such termination,
whereupon the Depositary shall deliver or make available to each holder of a
Receipt, upon surrender of the Receipt held by such holder, such number of deposited
Preferred Shares that are represented by the Depositary Shares evidenced by such
Receipt, together with any other property held by the Depositary in respect of such
Receipt. This Deposit Agreement will automatically terminate if (i) all outstanding
Preferred Shares shall have been redeemed and the Depositary has distributed the
proceeds to the holders of the Depositary Shares or (ii) there shall have been made
a final distribution in respect of the deposited Preferred Shares in connection with
any liquidation, dissolution or winding up of the Bank and such distribution shall
have been distributed to the holders of Receipts entitled thereto.



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



ARTICLE VII

MISCELLANEOUS





SECTION 7.1 Counterparts. This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Deposit
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be
filed with the Depositary and the Depositary’s Agents and shall be open to
inspection during business hours at the Corporate Office and the respective offices
of the Depositary’s Agents, if any, by any holder of a Receipt.




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




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




SECTION 7.4 Notices. Any and all notices to be given to the Bank hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram or facsimile
transmission confirmed by letter, addressed to the Bank at:


First Republic Bank

111 Pine Street

San Francisco, California 94111

Attn: Willis H. Newton Jr.

Facsimile No.: (415) 392-0758



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




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



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Mellon Investor Services LLC

235 Montgomery Street, 23rd Floor

San Francisco, California 94104

Attn: Relationship Manager

Facsimile No.: (415) 989-5241



with a copy to:



Mellon Investor Services LLC

85 Challenger Road

Ridgefield Park, New Jersey 07660

Attention: General Counsel

Facsimile: (201) 296-4004




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



     Delivery of a notice to the Bank or the Depositary sent by mail, or by telegram or facsimile
transmission shall be deemed to be effected at the time when written confirmation thereof is
received by the person or entity delivering such notice. The Depositary or the Bank may, however,
act upon any notice sent by mail, telegram or facsimile transmission received by it from the other
or from any holder of a Receipt, notwithstanding that such notice shall not subsequently be
confirmed as aforesaid.




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




SECTION 7.6 Holders of Receipts are Parties. The holders of Receipts from
time to time shall be deemed to be parties to this Deposit Agreement and shall be
bound by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.




SECTION 7.7 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 law of the State of New York applicable to
agreements made and to be performed in said State. The Bank hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding



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arising out of or relating to this Deposit Agreement or the transactions
contemplated thereby.




SECTION 7.8 Inspection of Deposit Agreement and Designating Amendment.
Copies of this Deposit Agreement and the Designating Amendment shall be filed with
the Depositary and the Depositary’s Agents and shall be open to inspection during
normal business hours at the Corporate Office and the respective offices of the
Depositary’s Agents, if any, by any holder of any Receipt.




SECTION 7.9 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 part of this Deposit
Agreement or to have any bearing upon the meaning or interpretation of any provision
contained herein or in the Receipts.



[Signature Page Follows]




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



	 	 	 	 	 
	 	FIRST REPUBLIC BANK

 	 
	 	By:  	/s/ Willis H. Newton, Jr.
 	 
	 	 	Willis H. Newton, Jr. 	 
	 	 	Executive Vice President & CFO 	 
	 
	 	MELLON INVESTOR SERVICES LLC

 	 
	 	By:  	/s/ Kerri Altig
 	 
	 	 	Authorized Signatory