EX-4.1



 Exhibit 4.1 

DEPOSIT AGREEMENT 
 among 

WEBSTER FINANCIAL CORPORATION, 

BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary, 

and 
 THE HOLDERS FROM TIME TO
TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 

Dated as of December 12, 2017 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		 	ARTICLE I	  			
			
		 	DEFINED TERMS	  			
			
	Section 1.1	 	Definitions.	  	 	1	 
			
		 	ARTICLE II	  			
			
		 	FORM OF RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	  			
			
	Section 2.1	 	Form and Transfer of Receipts.	  	 	3	 
			
	Section 2.2	 	Deposit of Series F Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.	  	 	4	 
			
	Section 2.3	 	Registration of Transfer of Receipts.	  	 	5	 
			
	Section 2.4	 	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series F Preferred Stock.	  	 	6	 
			
	Section 2.5	 	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.	  	 	7	 
			
	Section 2.6	 	Lost Receipts, etc.	  	 	7	 
			
	Section 2.7	 	Cancellation and Destruction of Surrendered Receipts.	  	 	8	 
			
	Section 2.8	 	Redemption of Series F Preferred Stock.	  	 	8	 
			
	Section 2.9	 	Bank Accounts.	  	 	9	 
			
	Section 2.10	 	Receipts Issuable in Global Registered Form.	  	 	9	 
			
		 	ARTICLE III	  			
			
		 	CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION	  			
			
	Section 3.1	 	Filing Proofs, Certificates and Other Information.	  	 	10	 
			
	Section 3.2	 	Payment of Taxes or Other Governmental Charges.	  	 	11	 
			
	Section 3.3	 	Warranty as to Series F Preferred Stock.	  	 	11	 
			
	Section 3.4	 	Warranty as to Depositary Shares.	  	 	11	 


  
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		 	ARTICLE IV	  			
			
		 	THE DEPOSITED SECURITIES; NOTICES	  			
			
	Section 4.1	 	Cash Distributions.	  	 	11	 
			
	Section 4.2	 	Distributions Other than Cash, Rights, Preferences or Privileges.	  	 	12	 
			
	Section 4.3	 	Subscription Rights, Preferences or Privileges.	  	 	12	 
			
	Section 4.4	 	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.	  	 	13	 
			
	Section 4.5	 	Voting Rights.	  	 	14	 
			
	Section 4.6	 	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	  	 	14	 
			
	Section 4.7	 	Delivery of Reports.	  	 	15	 
			
	Section 4.8	 	Lists of Receipt Holders.	  	 	15	 
			
	Section 4.9	 	Withholding.	  	15	 
			
	 	 	ARTICLE V	  	 	 
			
	 	 	THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION	  	 	 
			
	Section 5.1	 	Appointment of the Depositary.	  	 	16	 
			
	Section 5.2	 	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.	  	 	16	 
			
	Section 5.3	 	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.	  	 	17	 
			
	Section 5.4	 	Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation.	  	 	17	 
			
	Section 5.5	 	Resignation and Removal of the Depositary; Appointment of Successor Depositary.	  	 	21	 
			
	Section 5.6	 	Corporate Notices and Reports.	  	 	22	 
			
	Section 5.7	 	Indemnification by the Corporation.	  	 	22	 
			
	Section 5.8	 	Fees, Charges and Expenses.	  	22	 


  
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	 	 	ARTICLE VI	  	 	 
			
	 	 	AMENDMENT AND TERMINATION	  	 	 
			
	Section 6.1	 	Amendment.	  	 	23	 
			
	Section 6.2	 	Termination.	  	24	 
			
	 	 	ARTICLE VII	  	 	 
			
	 	 	MISCELLANEOUS	  	 	 
			
	Section 7.1	 	Counterparts.	  	24	 
			
	Section 7.2	 	Exclusive Benefit of Parties.	  	25	 
			
	Section 7.3	 	Invalidity of Provisions.	  	25	 
			
	Section 7.4	 	Notices.	  	25	 
			
	Section 7.5	 	Depositary’s Agents.	  	26	 
			
	Section 7.6	 	Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series F Preferred
Stock.	  	26	 
			
	Section 7.7	 	Holders of Receipts Are Parties.	  	26	 
			
	Section 7.8	 	Governing Law.	  	27	 
			
	Section 7.9	 	Inspection of Deposit Agreement.	  	27	 
			
	Section 7.10	 	Headings.	  	27	 
			
	Section 7.11	 	Force Majeure.	  	27	 
			
	Section 7.12	 	Further Assurances.	  	27	 
			
	Section 7.13	 	Confidentiality.	  	27	 


  
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 EXHIBITS 

			
		
	Exhibit A	  	Form of Depositary Receipt


  
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 DEPOSIT AGREEMENT dated as December 12, 2017, among (i) Webster Financial Corporation,
a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, and (iii) the Holders from time to time of the Receipts described herein. 

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

WHEREAS, the Receipts are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows: 
 ARTICLE I 

DEFINED TERMS 
  

	Section 1.1	Definitions. 

 The following definitions shall for all purposes, unless otherwise indicated,
apply to the respective terms used in this Deposit Agreement: 
 “Affiliate” shall mean, with respect to any Person, 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. 

“Broadridge” shall mean Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation. 

“Certificate of Designations” shall mean the Certificate of Designations filed by the Corporation with the Secretary of State
of the State of Delaware creating the Series F Preferred Stock. 
 “Corporation” shall mean Webster Financial Corporation,
a Delaware corporation, and its successors. 
 “Deposit Agreement” shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof. 
 “Depositary” shall mean Broadridge, and any
successor Depositary hereunder. 

  
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 “Depositary Shares” shall mean the depositary shares, each representing 1/1000th of one share of the Series F Preferred Stock, evidenced by a Receipt. 

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

 “Depositary’s Office” shall mean the office of the Depositary at which at any particular time its depositary
receipt business shall be administered, which at the date of this Deposit Agreement is located at 44 W. Lancaster Ave, Ardmore, PA 19003. 

“DTC” shall mean The Depository Trust Company, together with its successors and assigns. 

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

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

(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt 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 90 calendar days after the Corporation received such notice, or 
 (2) 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. 

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

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

“Letter of Representations” shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt
Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipt, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor
agreement thereto. 
 “Person” shall mean any natural person, partnership, joint venture, firm, corporation, limited
liability company, limited liability partnership, unincorporated association, trust or other entity, and shall include any successor (by merger or otherwise) of the foregoing. 

“Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A
hereto, whether in definitive or temporary form, and evidencing a number of Depositary Shares held of record by a Record Holder. 

  
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 “Record Holder” or “Holder” as applied to a Receipt shall mean
the Person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose. 
 “Redemption
Date” shall have the meaning set forth in Section 2.8. 
 “Redemption Price” shall have
the meaning set forth in the Certificate of Designations. 
 “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 as herein provided. If a successor Registrar shall be so appointed, all references herein to “the books” of or maintained by
the Depository shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose. 

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

“Series F Preferred Stock” shall mean the shares of the Corporation’s 5.25%
Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, with a liquidation preference of $25,000 per share. 

“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 the Series F Preferred Stock, as the case may be, as herein provided. 

ARTICLE II 
 FORM OF
RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK, EXECUTION 
 AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 

 

	Section 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) and shall be engraved or otherwise prepared so as to comply with the applicable rules of the New York Stock Exchange, Inc. Pending the preparation of definitive Receipts, the Depositary, upon the 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 (but which do not affect the rights, duties, obligations or immunities of the Depositary as set
forth in this Deposit Agreement), 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 an office described in the penultimate paragraph of Section 2.2. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary is hereby authorized and


  
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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; provided, that, the Depositary has been provided with all necessary information that it may request in order to execute and deliver such definitive
Receipt or Receipts. 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 Series F Preferred Stock, as definitive Receipts. 
 Any Receipt to be executed by the Depositary pursuant to this
Deposit Agreement shall be executed by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it
shall have been executed manually or by the facsimile signature of a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by the manual or facsimile signature of a duly
authorized officer of the Depositary and countersigned by the manual or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 

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

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement all as may be (i) reasonably required by the Depositary and approved by the Corporation, (ii) required to comply with any applicable law or any regulation thereunder or with the rules and regulations of
any securities exchange upon which the Series F Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or (iii) 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). 

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

	Section 2.2	Deposit of Series F 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 Series F Preferred
Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series F Preferred Stock to be 

  
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deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement including a
guarantee of the signature thereon by a participant in a Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”) together with (i) a form reasonably satisfactory
to the Depositary, (ii) all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement and (iii) an instruction letter from the Corporation authorizing the Depositary to register such shares of
the Series F Preferred Stock in book-entry form, each in form 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 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 Series F Preferred Stock. 
 The shares of Series F 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 Series F Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of a certificate or certificates for shares of Series F Preferred Stock to be deposited in accordance with the
provisions of this Section 2.2, together with the other documents required as specified above, and upon recordation of the shares of Series F 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 written order of the Person or Persons named in the 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 Series F 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. 
  

	Section 2.3	Registration of Transfer of Receipts. 

 The Corporation hereby appoints the Depositary as the
Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment, subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, the Depositary shall register
on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, including a
Signature Guarantee, together with 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, 

  
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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. 
  

	Section 2.4	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series F 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. 
 Any Holder of a Receipt or
Receipts may withdraw the number of whole shares of Series F 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 Series F 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 that the Corporation 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 whole shares of Series F Preferred Stock (and all
money and other property, if any), represented by such Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series F Preferred Stock will not thereafter be entitled to deposit such shares of Series F Preferred Stock
hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary
Shares representing the number of whole shares of Series F Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Series F 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 the written order of such Holder, a new Receipt evidencing such excess number of Depositary Shares. Delivery of such shares of the Series F 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. 
 In no event will fractional shares of Series F Preferred Stock (or any cash
payment in lieu thereof) be delivered by the Depositary. Delivery of the Series F 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. 

  
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 If the Series F 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 Series F 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 Series F Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument
of transfer in blank. 
 Delivery of the Series F 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. 
  

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

 As a
condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the 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 5.8 (including any such tax or charge with respect to any shares of Series F Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2 and
Section 5.7), (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 any other reasonable evidence of authority that may
be required by the Depositary, and (iii) compliance with such additional requirements, if any, as the Depositary or the Corporation may reasonably establish consistent with the provisions of this Deposit Agreement and/or applicable law. 

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

	Section 2.6	Lost Receipts, etc. 

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

  
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Depositary with an affidavit and an indemnity or bond satisfactory to the Depositary. Such Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as
the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code in effect in the State of New York. 
  

	Section 2.7	Cancellation and Destruction of Surrendered Receipts. 

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

 

	Section 2.8	Redemption of Series F Preferred Stock. 

 Whenever the Corporation shall be permitted and shall
elect to redeem shares of Series F Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30
days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series F 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 Series F Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the applicable
Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the Redemption Price of the Series F Preferred Stock to be redeemed, the Depositary shall redeem the number of Depositary Shares
representing such shares of Series F Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice of the Corporation’s redemption of shares of Series F Preferred Stock and
the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series F Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of
the Depositary or transmit by such other method approved by the Depositary (in its reasonable discretion), in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such shares of Series F 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 applicable 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 Series F Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than
all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the
Corporation will promptly notify the Depositary in writing). 

  
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 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 the Series F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all dividends on the shares of Series F 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 applicable 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 1/1000th of the redemption price per share of Series F Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares,
including all amounts paid by the Corporation with respect to dividends which on the Redemption Date have been declared on the shares of the Series F Preferred Stock to be so redeemed and have not therefore been paid. 

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 applicable Redemption Price for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 

 

	Section 2.9	Bank Accounts. 

 The Corporation acknowledges that the bank accounts maintained by the
Depositary in connection with the services provided under this Deposit Agreement will be in the Depositary’s name and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for
its benefit of funds held in those accounts from time to time. Neither the Corporation nor the Holders will receive interest on any deposits. 
  

	Section 2.10	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 of such series which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, the Receipts to be represented by such Global Registered Receipt or Receipts and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a
Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global 

  
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Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt
Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository.
Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor
any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository
may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the Holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are
delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in
respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered
Receipts is required under this Deposit Agreement, the 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 individual definitive registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver, individual definitive
registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt in exchange for such Global Registered Receipt. The Depositary shall have no
duties, obligations or liability under this paragraph unless and until such order has been received by the Depositary. 
 Definitive
registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.10 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 any Letter of Representations. 

  
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 ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 
  


	Section 3.1	Filing Proofs, Certificates and Other Information. 

 Any Holder of a Receipt may be required
from time to time to file 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 the withdrawal of shares of Series F Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or
withhold or delay the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are
made. 
  

	Section 3.2	Payment of Taxes or Other Governmental Charges. 

 Holders of Receipts shall be obligated to
make payments to the Depositary, of certain charges and expenses, as provided in Section 5.8. Registration of transfer of any Receipt or any withdrawal of shares of Series F 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 the Series F 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. 

 

	Section 3.3	Warranty as to Series F Preferred Stock. 

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

	Section 3.4	Warranty as to Depositary Shares. 

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

ARTICLE IV 
 THE
DEPOSITED SECURITIES; NOTICES 
  

	Section 4.1	Cash Distributions. 

 Whenever the Depositary shall receive any cash dividend or other cash
distribution on the Series F Preferred Stock, the Depositary shall, subject to Section 3.1 and Section 3.2, and if received, upon the 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 

  
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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 Series F 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 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, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of
1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder. 
  

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

 Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or privileges upon the Series F Preferred Stock, the Depositary shall, subject to Section 3.1 and Section 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 the Corporation shall reasonably direct. If in the opinion of the Corporation, in
consultation with the Depositary, such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes or
charges) such distribution shall not be feasible, the Corporation, in its discretion, may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, 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 securities or property (other than cash) to the Depositary and the Depositary shall not make any distribution of securities or property (other than cash) to the Holders of Receipts unless such securities or property have been registered under the
Securities Act or the Corporation shall have provided an opinion of counsel as set forth in Section 2.1 above, dated as of or prior to the date of such distribution, stating that such securities or property do not need to
be registered in connection with such distributions. 
  

	Section 4.3	Subscription Rights, Preferences or Privileges. 

 If the Corporation shall at any time offer or
cause to be offered to the Persons in whose names the Series F 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 

  
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of Receipts in such manner as the Corporation shall reasonably direct; 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 the 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, upon the written instructions of the Corporation and,
subject to Section 3.1 and Section 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 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 in compliance with the Securities Act 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 stating that the offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 

The Corporation shall 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. 

 

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

 Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series F Preferred Stock, or whenever the
Depositary shall receive notice of any meeting at which holders of the Series F Preferred Stock are entitled to vote or of which holders of the Series F 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 

  
 13 








 
respect to or otherwise in accordance with the terms of the Series F 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. 
  

	Section 4.5	Voting Rights. 

 Subject to the Certificate of Designations, upon receipt of notice from the
Corporation of any meeting at which the holders of the Series F 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 set forth in 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 Series F 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 Series F 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 Series F Preferred Stock or cause such Series F Preferred Stock to be voted. In the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at
any meeting with respect to such Series F Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series F Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The
Depositary shall not be required to exercise any discretion in voting any shares of the Series F Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 

 

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

 Upon
any change in par or stated value, split-up, combination or any other reclassification of the Series F Preferred Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization,
merger or consolidation affecting the Corporation or to which it is a party, the Depositary shall, upon the written instructions of the Corporation setting forth any adjustment, (i) make such adjustments as are certified by the Corporation in
the fraction of an interest represented by one Depositary Share in one share of Series F Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series F Preferred Stock, in each case as may
be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of the Series F 

  
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Preferred Stock, or of such recapitalization, reorganization, merger or consolidation, 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 Series F Preferred Stock as new deposited securities or property so received in exchange for or upon conversion or in respect of such Series F Preferred Stock.
In any such case the Depositary shall, upon receipt of instructions of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such
new deposited securities or property. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value,
split-up, combination or other reclassification of the Series F 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 Series F 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 Series F Preferred Stock
represented by such Receipts might have been converted or for which such Series F Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. 

 

	Section 4.7	Delivery of Reports. 

 The Depositary shall make available for inspection by Holders of
Receipts at the Depositary’s 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 Corporation, which are received by the Depositary and which
the Corporation is required to furnish to the holders of the Series F Preferred Stock. In addition, the Depositary shall transmit, upon the request of the Corporation, certain notices and reports to the Holders of Receipts as provided in
Section 5.6. 
  

	Section 4.8	Lists of Receipt Holders. 

 Reasonably promptly upon request from time to time by the
Corporation, at the sole expense of the Corporation, the 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 

 

	Section 4.9	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 or other charge that the Depositary is obligated by law to withhold, the Depositary may dispose of, by public or private sale, 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 or charges, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes
or charges to the Holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in the event the Depositary determines that such distribution of property is subject to
withholding tax only with respect to some but not all Holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to such holders that is required to generate sufficient proceeds to
pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other Holders of Receipts to receive such distribution in property. 

  
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 ARTICLE V 

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

 

	Section 5.1	Appointment of the Depositary. 

 The Corporation hereby appoints Broadridge to act as
Depositary in accordance with the express terms and conditions hereof (and no implied terms or conditions), and Broadridge accepts this appointment. Depositary is engaged in an independent business and will perform its obligations under this Deposit
Agreement as an agent of the Corporation. 
  

	Section 5.2	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. 

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

The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts. Upon direction
from the Corporation and with reasonable notice to the Depositary, the Registrar shall open its books for inspection by the Record Holders of Receipts; provided that any such Record 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 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 Series F Preferred Stock represented by such Depositary Shares shall be
listed on one or more national securities exchanges, the Depositary may, with the written approval of the Corporation, appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any
requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the
Corporation. If the Receipts, Depositary Shares or the Series F 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, Depositary Shares or Series F Preferred Stock as may be required by law or applicable securities exchange regulation. 

  
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	Section 5.3	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 the Corporation, as the case may be, shall incur any liability to
any Holder of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the
Registrar, as the case may be, by reason of any provision, present or future, of the Corporation’s Amended and Restated Certificate of Incorporation (including the Certificate of Designations) or by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar 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 or the Corporation, as the case may be, incur liability to any Holder of a
Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise
of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. 
  

	Section 5.4	Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation. 


Neither the Depositary nor any Depositary’s Agent nor any Registrar, any Transfer Agent nor the Corporation, as the case may be, assumes
any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts or to any other Person (other than to the Corporation in accordance with the last sentence of this paragraph below) other than for its gross
negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the
contrary, excluding the Depositary’s gross negligence, willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the case may be, to the Corporation
under this Deposit Agreement, whether in contract, tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not including reimbursable expenses; provided,
however, that in the event that such liability arises as a result of misappropriation of funds by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary), any Registrar
or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of such Person (as finally determined by a 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 fraud or willful misconduct. 

Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar
nor the 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. 

  
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 Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent nor the Registrar
nor the Corporation, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series F Preferred Stock, the Depositary Shares or the Receipts which in its 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 nor any Depositary’s Agent nor any Registrar nor the 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 information from any Person presenting Series F Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it, in the absence of bad faith, 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 acting upon or omitting to act upon any written
notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 

The Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, 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 Series F 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 with gross
negligence, willful misconduct, fraud or bad faith (each as finally determined by a 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 or any Depositary’s Agent, Transfer Agent or Registrar. 
 The Depositary, its parent,
Affiliate, or subsidiaries, and Depositary’s Agents, and any Transfer Agent or 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 Series F 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. 

  
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 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 or entity for refraining
from taking such action, unless the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate signed by a duly authorized officer of the Corporation which eliminates such ambiguity or
uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’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 5.7 hereof in connection with any action so taken. 
 It is intended that the Depositary shall not be
deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the
deposited Series F 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 the Series F Preferred Stock or Depositary Shares. 
 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 Series F 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. 

  
 19 








 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 any shares of the Series F 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, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary
Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. 

The Depositary, Depositary’s Agent, any Registrar, and any Transfer 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 Depositary determines to take any legal or other
action hereunder except as expressly set forth herein, 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 reasonably 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 Corporation; 
 (v) shall not be called upon at any time to advise any Person with respect
to the shares of the Series F Preferred Stock or Receipts; 
 (vi) shall not be liable or responsible for any recital or statement contained
in any documents relating hereto or the shares of the Series F Preferred Stock 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. 

  
 20 








 The obligations of the Corporation set forth in this Section 5.4 shall survive the
replacement, removal or resignation of the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. 
  

	Section 5.5	Resignation and Removal of the Depositary; Appointment of Successor Depositary. 

 The
Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided. 
 The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary,
such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 

In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of
the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a 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. 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 depositary shall affect the termination of this Deposit Agreement or the discharge of the Depositary as depositary hereunder. 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 60 days after delivery of such notice, the
resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the 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 Series F 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. 

  
 21 








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

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

	Section 5.6	Corporate Notices and Reports. 

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

	Section 5.7	Indemnification by the Corporation. 

 The Corporation shall indemnify the Depositary, any
Depositary’s Agent and any Registrar and any Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from and against, any fee, loss, claim, damage, cost, penalty, fine,
judgment, liability or expense (including the reasonable costs and expenses of its legal counsel) which may arise out of acts taken, suffered or omitted to be taken in connection with its acting as Depositary, Depositary’s Agent, Registrar or
Transfer Agent, respectively, under this Deposit Agreement (including, without limitation, the enforcement of this Deposit Agreement) and the Receipts by the Depositary, any Registrar or any of their respective agents (including any
Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a
non-appealable judgment of a court of competent jurisdiction) on the respective parts of any such Person or Persons. The obligations of the Corporation and the rights of the Depositary set forth in this
Section 5.7 shall survive any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. 

 

	Section 5.8	Fees, Charges and Expenses. 

 The Corporation agrees promptly to pay the Depositary the
compensation to be agreed upon with the Corporation for all services rendered by the Depositary, Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depositary for its reasonable


  
 22 








 
out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary,
Depositary’s Agent, Registrar and Transfer Agent without gross negligence, willful misconduct, fraud or bad faith on its part (each as finally determined by a non-appealable judgment of a court of
competent jurisdiction) in connection with the services rendered by such Depositary, Depositary’s Agent, Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depositary in connection with the
initial deposit of the Series F Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series F Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F 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. 

ARTICLE VI 
 AMENDMENT
AND TERMINATION 
  

	Section 6.1	Amendment. 

 The form of the Receipts and any provisions of this Deposit Agreement may at any
time and from time to time be amended by agreement between the 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, Depositary’s Agent, Transfer Agent, or Registrar, as the case may be) 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 66 2/3% 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 Section 2.5
and Section 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 Series F 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 from a duly authorized officer of the Corporation that states that the proposed amendment is in compliance with
the terms of this Section 6.1. 

  
 23 









	Section 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 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 Series F Preferred Stock, and shall continue to deliver the 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 Series F 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 Series F 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 after termination of this Deposit Agreement so long as the Depositary continues to
provide services in connection with 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 issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final
distribution in respect of the Series F 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 Section 4.2, as applicable, or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than 66 2/3% 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 and any Registrar under Section 5.7 and Section 5.8; provided further that Section 5.3
and Section 5.7 shall survive the termination of this Deposit Agreement. 
 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. A signature to this
Deposit Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature. 

  
 24 









	Section 7.2	Exclusive Benefit of Parties. 

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

	Section 7.3	Invalidity of Provisions. 

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

	Section 7.4	Notices. 

 Any and all notices, requests, orders, approvals, instructions or directions 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 a nationally recognized overnight delivery service, or by facsimile transmission or
electronic mail, confirmed either by (a) telephone with the recipient of such facsimile transmission or electronic mail or (b) letter, addressed to the Corporation at: 

Webster Financial Corporation 
 145
Bank Street (Webster Plaza) 
 Waterbury, Connecticut 06702 

Attention: General Counsel 
 or at any other
addresses of which the Corporation shall have notified the Depositary in writing. 
 Any and all notices, requests, orders, approvals,
instructions or directions 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 a nationally recognized overnight delivery service,
or by facsimile transmission or electronic mail, confirmed either by (a) telephone with the recipient of such facsimile transmission or electronic mail or (b) letter, addressed to the Depositary at: 

Broadridge Corporate Issuer Solutions, Inc. 

1717 Arch Street, Suite 1300 

Philadelphia, PA 19103 
 Attention:
President 
 Facsimile: (631) 257-4907 

  
 25 








 With a copy to (which copy shall not constitute notice): 

Broadridge Financial Solutions, Inc. 

5 Dakota Drive, Suite 300 
 Lake
Success, New York 11042 
 Attention: General Counsel 

Facsimile: (201) 714-3506 

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

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

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

	Section 7.5	Depositary’s Agents. 

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

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


The Corporation hereby appoints Broadridge as Registrar, Transfer Agent, dividend disbursing agent and redemption agent with respect to the
shares of the Series F Preferred Stock deposited with the Depositary hereunder, and Broadridge hereby accept 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 Series F Preferred Stock held by it by notation, book-entry or other appropriate method. With respect to the appointment of Broadridge as Registrar, Transfer Agent, dividend
disbursing agent and redemption agent in respect of the shares of the Series F Preferred Stock, Broadridge, 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. 
  

	Section 7.7	Holders of Receipts Are Parties. 

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

  
 26 









	Section 7.8	Governing Law. 

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

 

	Section 7.9	Inspection of Deposit Agreement. 

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

 

	Section 7.10	Headings. 

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

	Section 7.11	Force Majeure. 

 Notwithstanding anything to the contrary contained herein, the Depositary will
not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest. 
  


	Section 7.12	Further Assurances. 

 Each of the Corporation and the Depositary, respectively, agrees that it
will perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further and other acts, documents, instruments and assurances as the Depositary or the Corporation, respectively, may reasonably require in
connection with the performance of this Deposit Agreement. 
  

	Section 7.13	Confidentiality. 

 The Depositary and the Corporation agree that all books, records, information
and data pertaining to the business of the other party, including inter alia, personal, non-public Holder information and the fees for services, which are exchanged or received pursuant to the
negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law or legal process. To avoid doubt, the parties hereto shall not be
required to keep the terms of this Deposit Agreement confidential. 
 [Remainder of page intentionally left blank; signature page
follows.] 

  
 27 








 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. 

 

			
	WEBSTER FINANCIAL CORPORATION
		
	By	 	/s/ Glenn I. MacInnes
	Name:	 	Glenn I. MacInnes
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary
		
	By	 	/s/ John P. Dunn
	Name:	 	John P. Dunn
	Title:	 	Vice President


  

			
	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Transfer Agent and Registrar for the shares of the Corporation’s Series F Preferred Stock
		
	By	 	/s/ John P. Dunn
	Name:	 	John P. Dunn
	Title:	 	Vice President


 [Signature Page to Deposit Agreement] 







 EXHIBIT A 

[FORM OF FACE OF RECEIPT] 
 [IF
GLOBAL RECEIPT IS ISSUED: UNLESS THIS GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.] 

DEPOSITARY SHARES, 
 EACH
REPRESENTING 1/1000th OF ONE SHARE 
 OF 

5.25% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F 

OF 
 WEBSTER FINANCIAL CORPORATION

 SEE REVERSE FOR CERTAIN DEFINITIONS 

Dividend Payment Dates: Beginning March 15, 2018, each March 15, June 15, September 15 and December 15. 

BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary (the “Depositary”), hereby certifies that
                     is the registered owner of
                     depositary shares (“Depositary Shares”), each Depositary Share representing 1/1000th of one share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $25,000 per share, par value $0.01 per share (the “Series F Preferred Stock”), of
Webster Financial Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of December 12, 2017 (the
“Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the 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 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


  
 A-1 








 
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 by the
manual or facsimile signature of a duly authorized officer thereof. 
  

									
	Dated:	 		 	Dated:
			
	Broadridge Corporate Issuer Solutions, Inc., as Depositary	 		 	 Broadridge Corporate Issuer Solutions, Inc.,

as Transfer Agent and Registrar

					
	By:	 	 	 		 	By:	 	 
		 	Authorized Officer	 		 		 	Authorized Officer


  
 A-2 








 [FORM OF REVERSE OF RECEIPT] 

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY
OF THE CERTIFICATE OF DESIGNATIONS OF 5.25% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F OF WEBSTER FINANCIAL CORPORATION. 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 registered holder of receipts 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 Registrar. 
 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
	  	 Abbreviation
	  	 Abbreviation
	  	 Equivalent Word

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


  
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 ASSIGNMENT 

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

INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

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

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

									
	Dated:	  	 	  		  	Signed:	  	 

 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 Medallion Signature Guarantee Program at a guarantee level acceptable to the
Corporation’s transfer agent. Guarantees by a notary public are not acceptable. 

  
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