EX-4.2



 Exhibit 4.2 

DEPOSIT AGREEMENT 
 among 

ASSOCIATED BANC-CORP, 
 as Issuer

 WELLS FARGO BANK, N.A., 
 as
Depositary, 
 and 
 THE HOLDERS
FROM TIME TO TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 

Dated as of September 15, 2016 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	ARTICLE I	  			
		
	DEFINED TERMS	  			
			
	Section 1.1.	 	 Definitions
	  	 	1	  
		
	ARTICLE II	  			
		
	 FORM OF RECEIPTS, DEPOSIT
OF STOCK,
 EXECUTION AND DELIVERY, TRANSFER,

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

HOLDERS OF RECEIPTS AND THE COMPANY
	  			
			
	Section 3.1.	 	 Filing Proofs, Certificates and Other Information
	  	 	10	  
			
	Section 3.2.	 	 Payment of Taxes or Other Governmental Charges
	  	 	10	  
			
	Section 3.3.	 	 Warranty as to Stock
	  	 	10	  
			
	Section 3.4.	 	 Warranty as to Receipts
	  	 	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
	  	 	11	  
			
	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
	  	 	13	  
			
	Section 4.6.	 	 Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.
	  	 	14	  
			
	Section 4.7.	 	 Delivery of Reports
	  	 	14	  
			
	Section 4.8.	 	 Lists of Receipt Holders
	  	 	15	  
		
	ARTICLE V	  			
		
	 THE DEPOSITARY, THE
DEPOSITARY’S
 AGENTS, THE REGISTRAR AND
THE COMPANY
	  			
			
	Section 5.1.	 	 Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	 	15	  
			
	Section 5.2.	 	 Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the
Registrar or the Company
	  	 	16	  
			
	Section 5.3.	 	 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Company
	  	 	16	  
			
	Section 5.4.	 	 Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	 	18	  
			
	Section 5.5.	 	 Corporate Notices and Reports
	  	 	18	  
			
	Section 5.6.	 	 Indemnification by the Company
	  	 	19	  
			
	Section 5.7.	 	 Fees, Charges and Expenses
	  	 	19	  
		
	ARTICLE VI	  			
		
	AMENDMENT AND TERMINATION	  			
			
	Section 6.1.	 	 Amendment
	  	 	20	  


  
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	Section 6.2.	 	 Termination
	  	 	20	  
		
	ARTICLE VII	  			
		
	MISCELLANEOUS	  			
			
	Section 7.1.	 	 Counterparts
	  	 	21	  
			
	Section 7.2.	 	 Exclusive Benefit of Parties
	  	 	21	  
			
	Section 7.3.	 	 Invalidity of Provisions
	  	 	21	  
			
	Section 7.4.	 	 Notices
	  	 	21	  
			
	Section 7.5.	 	 Depositary’s Agents
	  	 	22	  
			
	Section 7.6.	 	 Appointment of Registrar and Transfer Agent in Respect of the Receipts
	  	 	23	  
			
	Section 7.7.	 	 Holders of Receipts Are Parties
	  	 	23	  
			
	Section 7.8.	 	 Governing Law
	  	 	23	  
			
	Section 7.9.	 	 Inspection of Deposit Agreement
	  	 	23	  
			
	Section 7.10.	 	 Headings
	  	 	23	  
			
	Exhibit A	 	 Form of Receipt
	  	 	A-1	  
			
	Exhibit B	 	 Calculation of Cash Dividends
	  	 	B-1	  
			
	Exhibit C	 	 Articles of Amendment
	  	 	C-1	  


  
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 DEPOSIT AGREEMENT dated as of September 15, 2016 among (i) ASSOCIATED BANC-CORP, a
Wisconsin corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, and (iii) the holders from time to time of the Receipts described herein. 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 5.375% Non-Cumulative
Perpetual Preferred Stock, Series D, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a fractional interest in the Stock deposited and for the
execution and delivery of Receipts evidencing Depositary Shares; 
 WHEREAS, the Receipts are to be substantially in the form of
Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and 

WHEREAS, the terms and conditions of the 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, of the Company are substantially set forth
in the Articles of Amendment attached hereto as Exhibit C; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows: 
 ARTICLE I 

DEFINED TERMS 

Section 1.1. Definitions. 

The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms
of such terms) used in this Deposit Agreement and the Receipts: 
 “Articles” shall mean the Articles of Amendment filed
with the State of Wisconsin Department of Financial Institutions establishing the Stock as a series of preferred stock of the Company, and setting forth the rights, preferences and privileges of the Stock, and attached hereto as Exhibit C, and as
such certificate may be amended or restated from time to time. 
 “Company” shall mean Associated Banc-Corp, a Wisconsin
corporation, and its successors. 
 “DTC” shall mean The Depositary Trust Company. 

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

  
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 “Depositary” shall mean Wells Fargo Bank, N.A., a national banking association
formed under the laws of the United States and any successor as Depositary hereunder. 
 “Depositary Share Redemption
Price” shall have the meaning set forth in Section 2.8. 
 “Depositary Shares” shall mean the security
representing a 1/40th fractional interest in a share of the Stock, and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Stock and held under this Deposit Agreement, all as evidenced
by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Stock represented by such Depositary Share
(including the dividend, voting, redemption and liquidation rights contained in the Articles of Amendment). 
 “Depositary’s
Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5. 
 “Depositary’s Office”
shall mean the principal office of the Depositary, at which at any particular time its depositary receipt business in respect of matters governed by this Deposit Agreement shall be administered. 

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

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

(1) (A) the Global Receipt Depository which is the holder of such Global Registered Receipt or Receipts notifies the Company
that it is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Exchange Act, and (B) the Company has not appointed a qualified
successor Global Receipt Depository within ninety (90) calendar days after the Company received such notice, or 
 (2)
the Company in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts.

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

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

  
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 “Letter of Representations” shall mean any applicable agreement among the
Company, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise
modified from time to time and any successor agreement thereto. 
 “Preferred Stock Redemption Price” shall have the
meaning set forth in Section 2.8. 
 “Receipt” shall mean a receipt issued hereunder to evidence one or more
Depositary Shares held of record by the record holder of such Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A. 

“record holder” or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained by the Depositary for such purpose. 
 “Registrar” shall mean the
Depositary or such other bank or trust company which shall be appointed by the Company to register ownership and transfers of Receipts as herein provided and if a Registrar shall be so appointed, references herein to “the books” of or
maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose. 

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

“Stock” shall mean shares of the Company’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, $1,000 liquidation
preference per share, $1.00 par value per share. 
 ARTICLE II 

FORM OF RECEIPTS, DEPOSIT OF STOCK, 

EXECUTION AND DELIVERY, TRANSFER, 

SURRENDER AND REDEMPTION OF RECEIPTS 

Section 2.1. Form and Transfer of Receipts. 

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

Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such
signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any 

  
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purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by
manual or facsimile signature of a duly authorized officer of the Depositary and countersigned 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 required by the Depositary and approved by the Company or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon
which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. 

Title to Depositary Shares evidenced by a Receipt that is properly endorsed or accompanied by a properly executed instrument of transfer,
shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3,
the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to
any notice provided for in this Deposit Agreement and for all other purposes. 
 Section 2.2. Deposit of Stock; Execution and
Delivery of Receipts in Respect Thereof. 
 Subject to the terms and conditions of this Deposit Agreement, the Company may from time to
time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of (i) a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, or (ii) an instruction letter from the Company authorizing the Depositary to register such shares of Stock in book-entry form, each in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and all other information required to be set forth, and together with a written order of the Company directing the Depositary to execute
and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Stock. 

  
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 Deposited Stock shall be held by the Depositary at the Depositary’s Office or at such other
place or places as the Depositary shall determine. The Depositary shall not lend any Stock deposited hereunder. 
 Upon receipt by the
Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Company (or its
duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written
order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Stock so deposited and registered in such name or names as may
be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk
and expense of the person requesting such delivery. 
 Section 2.3. Registration of Transfer of Receipts. 

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

The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business
fifteen days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called
or being called for redemption in whole or in part except as provided in Section 2.8. 
 Section 2.4. Split-ups and
Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. 
 Upon surrender of a Receipt or Receipts at the
Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute
a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the
order of the holder of the Receipt or Receipts so surrendered. 

  
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 Any holder of a Receipt or Receipts may withdraw the number of whole shares of Stock and all
money and other property, if any, represented thereby by surrendering such Receipt or Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay,
the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so
surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the holder to the
Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in
addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or subject to Section 2.3 upon such holder’s order, a new Receipt evidencing such excess number of
Depositary Shares. 
 Except as provided in Section 6.2, in no event will fractional shares of Stock (or any cash payment in lieu
thereof) be delivered by the Depositary. Delivery of the Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.

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

Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be
designated by such holder. 
 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.

 As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of
any charges or expenses payable by the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it 

  
 6 








 
as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of
this Deposit Agreement and/or applicable law. 
 The deposit of Stock may be refused, the delivery of Receipts against Stock may be
suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed
or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or
commission or under any provision of this Deposit Agreement. 
 Section 2.6. Lost Receipts, etc. 

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like
form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such holder’s ownership thereof and (ii) the holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to
the Depositary. 
 Section 2.7. Cancellation and Destruction of Surrendered Receipts. 

All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by
applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled. 
 Section 2.8.
Redemption of Stock. 
 Whenever the Company shall be permitted and shall elect to redeem shares of Stock in accordance with the
provisions of the Articles (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than
30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable
Depositary Share Redemption Price (as defined below), which notice shall be accompanied by a certificate from the Company stating that such redemption of Stock is in accordance with the provisions of the Articles. On the date of such redemption,
provided that the Company shall then have paid or caused to be paid in full to the Depositary the redemption price per share of Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption,
in accordance with and as required by the provisions of the Articles (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Stock. The


  
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Depositary shall mail notice of the Company’s redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed by
first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the “Redemption Date”), to the record holders of the Receipts
evidencing the Depositary Shares to be so redeemed at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such holders nor any
defect in any notice of redemption of Depositary Shares to one or more such holders shall affect the sufficiency of the proceedings for redemption as to the other holders. Each such notice shall be prepared by the Company and shall state:
(i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so
redeemed; (iii) the Depositary Share Redemption Price; and (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the Depositary Share Redemption Price. In case less than all the
outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by the Depositary by lot, pro rata (as nearly as may be). 

Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to provide
the funds necessary to redeem the Stock evidenced by the Depositary Shares called for redemption) (i) all shares of Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate
(except for the right to receive the Preferred Stock Redemption Price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall cease to be outstanding and all rights of the holders of Receipts evidencing such
Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate (except the right to receive the Depositary Share Redemption Price without interest), and (iii) upon surrender in accordance with such redemption notice of
the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption
price per Depositary Share (the “Depositary Share Redemption Price”) equal to one-fortieth of the Preferred Stock Redemption Price per share of Stock so redeemed plus all money and other property, if any, represented by such
Depositary Shares. 
 If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will
deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 

Section 2.9. Receipts Issuable in Global Registered Form. 

If the Company shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of
one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this 

  
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Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts, (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a
Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to
such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the
Company or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by
such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their
behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Company, the Depositary and any director, officer, employee or agent of the Company or the Depositary as the holder of such Global Registered Receipt for
all purposes whatsoever. 
 Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global
Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in
each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Company and the
Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository. 

If an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt
of a written order from the Company for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver, individual definitive registered Receipts, in authorized
denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt surrendered in exchange for such Global Registered Receipt. 

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

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

ARTICLE III 

CERTAIN OBLIGATIONS OF 

HOLDERS OF RECEIPTS AND THE COMPANY 

Section 3.1. Filing Proofs, Certificates and Other Information. 

Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute
such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer or redemption,
of any Receipt or the withdrawal of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such representations and warranties are made. 
 Section 3.2. Payment of
Taxes or Other Governmental Charges. 
 Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and
expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such
payment due is made, and any dividends or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of
the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of
such Receipt remaining liable for any deficiency. 
 Section 3.3. Warranty as to Stock. 

The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable
(subject to 12 U.S.C. § 55). Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts. 

  
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 Section 3.4. Warranty as to Receipts. 

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

THE DEPOSITED SECURITIES; NOTICES 

Section 4.1. Cash Distributions. 

Whenever the Depositary shall receive any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.1 and
3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount,
however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be
treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding. Each holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed
Form W-8 or W-9, as may be applicable. Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of
any of the distributions to be made hereunder. 
 Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.

 Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary
shall, at the direction of the Company, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of the Company, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on
account of taxes) the Depositary deems, after consultation with the Company, 

  
 11 








 
such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made
available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or
property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided an opinion of counsel stating that such securities or property have been
registered under the Securities Act or do not need to be registered in connection with such distributions. 
 Section 4.3.
Subscription Rights, Preferences or Privileges. 
 If the Company shall at any time offer or cause to be offered to the persons in
whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall
in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct the Depositary in writing, either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the Company; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do
not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or
privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may
deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in
cash. 
 The Company shall notify the Depositary whether registration under the Securities Act of the securities to which any rights,
preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Company agrees with the Depositary that it will file promptly a
registration statement pursuant to such Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the 

  
 12 








 
Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have
become effective, or the Company shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. 

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

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

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

Section 4.5. Voting Rights. 

Upon receipt of notice of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable
thereafter, mail to the record holders of Receipts a notice prepared by the Company which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to
give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall
endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any
particular voting 

  
 13 








 
instructions are received. The Company hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of authorization from the holder of a Receipt, the Depositary will abstain from voting (but shall appear at any meeting with respect to the Stock unless directed to the contrary by the record holders of all the
related Receipts) to the extent of the shares of Stock (or portion thereof) represented by the applicable Depositary Shares evidenced by such Receipt. 

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

Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization,
reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the
Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock and in the ratio of the Depositary Share Redemption Price to the
Preferred Stock Redemption Price, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or
consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of
such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as
the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered
immediately prior to the effective date of such transaction. 
 Section 4.7. Delivery of Reports. 

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

  
 14 








 Section 4.8. Lists of Receipt Holders. 

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

THE DEPOSITARY, THE DEPOSITARY’S 

AGENTS, THE REGISTRAR AND THE COMPANY 

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

Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement. 
 The Depositary shall keep books at the Depositary’s Office for the
registration and registration of transfer, surrender and exchange of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall
certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 

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

  
 15 








 Section 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary’s Agents, the Registrar or the Company. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor
the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the
Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Amended and Restated Articles of Incorporation, as amended (including the Articles), or by reason of any act of God or war
or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or
thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur liability to any holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. 
 Section 5.3.
Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company. 
 Neither the Depositary nor any
Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Notwithstanding
anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages
of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Depositary or the Company has been advised of the possibility thereof and regardless of the form of action in which such damages are sought,
and the Depositary’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 5.3 or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is
expressly limited to, and shall not exceed in any circumstances, the aggregate amount actually received by the Depositary as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Depositary by
the Company hereunder. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under, any
obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against
all expense and liability be furnished as often as may be required. 

  
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 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be
liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good
faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or
other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The Depositary shall not
be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any
Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary
or any Registrar. 
 The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the
Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. 

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

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

  
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 Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor
Depositary. 
 The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the
Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 

The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 
 In case at any
time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust
company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after
delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company
an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all
purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record
holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. 

Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

 Section 5.5. Corporate Notices and Reports. 

The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record
holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any


  
 18 








 
national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed or by the Company’s Amended and Restated Articles of Incorporation, as amended (including
the Articles), to be furnished to the record holders of Receipts. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably
request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company. 

Section 5.6. Indemnification by the Company. 

Notwithstanding Section 5.3 to the contrary, the Company shall indemnify the Depositary, any Depositary’s Agent and any Registrar
(including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise
out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or
documents contemplated hereby, except for any liability arising out of gross negligence or willful misconduct on the respective parts of any such person or persons. The obligations of the Company set forth in this Section 5.6 shall survive any
succession of any Depositary, Registrar or Depositary’s Agent. 
 Section 5.7. Fees, Charges and Expenses. 

The Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Company for all services rendered by the
Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary in connection with the services rendered by it (or such Depositary’s
Agent) hereunder. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and
any redemption or exchange of the Stock at the option of the Company. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes
and governmental charges shall be at the expense of holders of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which the Company is not otherwise liable hereunder,
such holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the
request of such holder of Receipts. The Depositary shall present its statement for charges and expenses to the Company at such intervals as the Company and the Depositary may agree. 

  
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 ARTICLE VI 

AMENDMENT AND TERMINATION 

Section 6.1. Amendment. 

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such
amendment shall have been approved by the holders of at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions or voting or redemption rights, two-thirds of the holders) of the
Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Depositary
Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to
the Depositary with instructions to deliver to the holder the Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental
body, agency or commission, or applicable stock exchange. 
 Section 6.2. Termination. 

This Deposit Agreement may be terminated by the Company at any time upon not less than 60 days prior written notice to the Depositary, in
which case, at least 30 days prior to the date fixed in such notice for such termination, the Depositary will mail 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 thereof and shall not give any further notices (other than notice of such termination) or perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions pertaining to Stock, shall sell rights, preferences or privileges as provided in this Deposit Agreement and shall deliver the number of whole or fractional shares of Stock and
any money and other property, if any, represented by Receipts upon surrender thereof by the holders thereof. At any time after the expiration of two years from the date of termination, the Depositary may sell Stock then held hereunder at public or
private sale, at such places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other property held by it hereunder, without liability for interest, for the benefit, pro rata
in accordance with their holdings, of the holders of Receipts that have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement except to account for such net
proceeds and money and other property, and its obligations to the Company under Section 5.3. 

  
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 This Deposit Agreement will terminate automatically if (i) all outstanding Depositary Shares
have been redeemed pursuant to Section 2.8 or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.1 or 4.2, as applicable. 
 Upon the termination of this Deposit
Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7. 

ARTICLE VII 

MISCELLANEOUS 

Section 7.1. Counterparts. 

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

Section 7.2. Exclusive Benefit of Parties. 

This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed
to give any legal or equitable right, remedy or claim to any other person whatsoever. 
 Section 7.3. Invalidity of Provisions.

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

Section 7.4. Notices. 

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

  
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 Associated Banc-Corp 

433 Main Street 
 Green Bay,
Wisconsin 54301 
 Attention: General Counsel 

Facsimile No.: (920) 431-8899 
 or at any
other addresses of which the Company shall have notified the Depositary in writing. 
 Any and all notices to be given to the Depositary
hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office at

 Wells Fargo Bank, N.A. 
 1110
Centre Point Curve Suite 101 
 Mendota Heights, MN 55125 

Attention: Associated Banc-Corp Account Manager 

Facsimile No.: (651) 450-4078 
 or at any
other address of which the Depositary shall have notified the Company in writing. 
 Any and all notices to be given to any record holder of
a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary, or if such holder shall have timely filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such
request. 
 Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any facsimile transmission received by it
from the other or from any holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. 

Section 7.5. Depositary’s Agents. 

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

  
 22 








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

 The Company hereby appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the Depositary hereby accepts
such appointments. 
 Section 7.7. Holders of Receipts Are Parties. 

The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance of delivery thereof. 
 Section 7.8. Governing Law. 

This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 Section 7.9. Inspection of Deposit Agreement. 

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

Section 7.10. Headings. 

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

  
 23 








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

 

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



  

					
	WELLS FARGO BANK, N.A.
		
	By:	 	/s/ Allison Seeley
		 	Name:	 	Allison Seeley
		 	Title:	 	Officer



  
 [Deposit Agreement] 








 EXHIBIT A 

[FORM OF FACE OF RECEIPT] 

DEPOSITARY SHARES 
 DR1 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH 

REPRESENTING 1/40TH OF ONE SHARE OF 5.375% NON-CUMULATIVE 

PREFERRED STOCK, SERIES D, 

OF 
 ASSOCIATED BANC-CORP 

INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN 

CUSIP 045488 608 
 SEE REVERSE FOR
CERTAIN DEFINITIONS 
 Wells Fargo Bank, N.A., as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the
registered owner of 4,000,000 DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/40th of one share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, $1.00 par value, liquidation preference $1,000
per share of Associated Banc-Corp, a Wisconsin corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of September 15, 2016 (the
“Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms
and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of
a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof. 

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

Dated: September 15, 2016 
 Wells Fargo Bank, N.A., as
Depositary 
  

			
	By:	 	 
		 	Authorized Officer


  
 A-1 








 [FORM OF REVERSE OF RECEIPT] 

ASSOCIATED BANC-CORP 
 ASSOCIATED
BANC-CORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE ARTICLES OF AMENDMENT ESTABLISHING THE 5.375% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D, OF
ASSOCIATED BANC-CORP ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 
 The Company will furnish
without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company, and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request may be made to the Company or to the Depositary. 
 EXPLANATION OF ABBREVIATIONS

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

							
	 Abbreviation
	  	 Equivalent Phrase
	  	 Abbreviation
	  	 Equivalent Phrase

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

  

											
	 Abbreviation
	  	 Equivalent Word
	  	 Abbreviation
	  	 Equivalent Word
	  	 Abbreviation
	  	 Equivalent Word

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


  
 A-2 








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

	
	 
	 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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

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

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

  
 A-3 








 EXHIBIT B 

Holders of shares of Stock shall be entitled to receive, only when, as and if declared by the Company’s Board of Directors, or a
duly authorized committee of the Board of Directors, but only out of funds legally available therefor, cash dividends computed in accordance with this Exhibit B and payable quarterly in arrears on the
15th day of each March, June, September and December in each year (each such date a “Dividend Payment Date”), commencing on December 15, 2016, to holders of record on the 15th calendar day before such Dividend Payment Date or such other record date not more than 60 nor less than 10 days preceding such Dividend Payment Date fixed for that purpose by the Board of
Directors or such committee in advance of payment of each particular dividend (each such date a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a
Business Day. If a Dividend Payment Date is not a Business Day, the applicable dividend will be paid on the first Business Day following that day without adjustment in the amount of the dividend per share of Stock. 

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

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the City of
New York are not authorized or obligated by law, regulation or executive order to close. 
 “Dividend Period” means
each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date (except that the first Dividend Period (i) for the initial issuance of Stock shall commence upon
(and include) the Issue Date and (ii) for Stock issued after the Issue Date, shall commence upon (and include) the applicable Start Date). 

“Dividend Rate” means a rate per annum equal to 5.375%. 

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

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

  
 B-1 








 EXHIBIT C 

[Articles of Amendment] 

  
 C-1