Exhibit 4.2


 




 


DEPOSIT
AGREEMENT


 


among


 


AMERICAN
INTERNATIONAL GROUP, INC.


 


and


 


EQUINITI
TRUST COMPANY,

as Depositary,


 


and


 


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


 


Dated as of March 14, 2019


 




     

     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I

DEFINED TERMS
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF THE PREFERRED STOCK, EXECUTION AND

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
	 	 	 
	Section 2.1	Form and Transfer of Receipts	4
	Section 2.2	Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	5
	Section 2.3	Registration of Transfer of Receipts	6
	Section 2.4	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock	6
	Section 2.5	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	7
	Section 2.6	Lost Receipts, etc.	8
	Section 2.7	Cancellation and Destruction of Surrendered Receipts	8
	Section 2.8	Redemption of Preferred Stock	9
	Section 2.9	Receipts Issuable in Global Registered Form.	10
	 	 	 
	ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF

RECEIPTS AND THE CORPORATION
	 	 	 
	Section 3.1	Filing Proofs, Certificates and Other Information	11
	Section 3.2	Payment of Taxes or Other Governmental Charges	11
	 	 	 
	ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES
	 	 	 
	Section 4.1	Cash Distributions	12
	Section 4.2	Distributions Other than Cash, Rights, Preferences or Privileges	14
	Section 4.3	Subscription Rights, Preferences or Privileges	14
	Section 4.4	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	15
	Section 4.5	Voting Rights	15
	Section 4.6	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	16
	Section 4.7	Delivery of Reports	16
	Section 4.8	Lists of Receipt Holders.	17
	Section 4.9	Withholding.	17


 






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TABLE
OF CONTENTS

(continued)


 


	 	 	Page
	 	 	 
	ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S

AGENTS, THE REGISTRAR AND THE CORPORATION
	 	 	 
	Section 5.1	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	17
	Section 5.2	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	18
	Section 5.3	Obligations of the Depositary, the Depositary’s Agents, the Registrar, Transfer Agent and the Corporation	19
	Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	21
	Section 5.5	Corporate Notices and Reports	23
	Section 5.6	Indemnification by the Corporation	23
	Section 5.7	Fees, Charges and Expenses	23
	 	 	 
	ARTICLE VI

AMENDMENT AND TERMINATION
	 	 	 
	Section 6.1	Amendment	24
	Section 6.2	Termination	24
	 	 	 
	ARTICLE VII

MISCELLANEOUS
	 	 	 
	Section 7.1	Counterparts	25
	Section 7.2	Exclusive Benefit of Parties	25
	Section 7.3	Invalidity of Provisions	25
	Section 7.4	Notices	26
	Section 7.5	Depositary’s Agents	27
	Section 7.6	Appointment of Registrar, Transfer Agent, Dividend Disbursement Agent and Redemption Agent in Respect of Preferred Stock	27
	Section 7.7	Holders of Receipts are Parties.	27
	Section 7.8	Governing Law	27
	Section 7.9	Inspection of Deposit Agreement	27
	Section 7.10	Headings	27
	Section 7.11	Confidentiality.	27
	Section 7.12	Further Assurances	28
	 	 	 
	Exhibit A	Form of Receipt	A-1


 




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DEPOSIT
AGREEMENT


 


THIS DEPOSIT AGREEMENT,
dated as of March 14, 2019 (as amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”),
among AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (the “Corporation”),
EQUINITI TRUST COMPANY, as Depositary, and the holders from time to time of the Receipts (as defined below).


 


WHEREAS, it is desired
to provide, as hereinafter set forth in this Agreement, for the deposit of shares of the Series A 5.85 % Non-Cumulative Perpetual
Preferred Stock, par value $5.00 per share, $25,000 liquidation preference per share (“Preferred Stock”) of
the Corporation from time to time with the Depositary for the purposes set forth in this Agreement and for the issuance hereunder
of Receipts evidencing Depositary Shares (as defined herein) in respect of shares of 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 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 Agreement:


 


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


 


“Agreement”
shall have the meaning set forth in the preamble hereto.


 


“Board of Directors”
shall mean the board of directors of the Corporation.


 


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


 


“Corporation”
shall have the meaning set forth in the preamble hereto.


 




     

     


    

 


“Depositary”
shall mean Equiniti Trust Company and any successor as Depositary hereunder.


 


“Depositary
Shares” shall mean the depositary shares, each representing a one-one thousandth (1/1,000th) interest in one
share of Preferred Stock, and 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 Agreement is located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.


 


“Distribution
Date” shall mean the date on which Equiniti Trust Company, as dividend disbursement agent, is to distribute any cash
dividend or other cash distribution on Preferred Stock to Record Holders of Receipts in accordance with Section 4.1.1.


 


“DTC”
shall mean The Depository Trust Company.


 


“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 in good standing or registered
as a clearing agency under the Exchange Act, and (B) the Corporation has not appointed a qualified successor Global Receipt Depository
within ninety (90) calendar days after the Corporation received such notice, or


 


(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.


 


“Funds”
shall have the meaning set forth in Section 4.1.2.


 


“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 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.


 


“Late-Day Funding”
shall have the meaning set forth in Section 4.1.2.


 




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“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.


 


“Moody’s”
shall have the meaning set forth in Section 4.1.2.


 


“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.


 


“Preferred Stock”
shall have the meaning set forth in the recitals hereto.


 


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


 


“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.


 


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


 


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


 


“Signature Guarantee”
shall have the meaning set forth in Section 2.3.


 


“S&P”
shall have the meaning set forth in Section 4.1.2.


 


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


 




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ARTICLE
II

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


 


Section
2.1           Form and Transfer of Receipts.


 


2.1.1           The
definitive Receipts shall be substantially in the form set forth in Exhibit A attached to this Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary,
upon the written order of the Corporation, delivered in compliance with Section 2.2, shall be authorized and instructed to, and
shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially
of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the Persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable
delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon
surrender of the temporary Receipts at the Depositary’s Office or at such other place or places as the Depositary shall determine,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary is hereby authorized
and instructed to, and shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts registered in the name (and only in the name) of the Holder
of the temporary Receipt(s); provided, that the Depositary has been provided with all necessary information that it may
reasonably request in order to execute and deliver such definitive 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 Agreement, and with respect to Preferred Stock, as definitive Receipts.


 


2.1.2           Any
Receipt to be executed by the Depositary pursuant to this Agreement shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Agreement or
be valid or obligatory for any purpose unless it shall have been executed 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 manual
or facsimile signature of a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.


 


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


 


2.1.4           Receipts
may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions
of this Agreement, all as may be reasonably required by the Depositary and approved by the Corporation or required to comply with
any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which Preferred
Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Receipt is subject.


 




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2.1.5           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 Agreement and for all other purposes.


 


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


 


2.2.1           Subject
to the terms and conditions of this Agreement, the Corporation may from time to time deposit shares of Preferred Stock under this
Agreement by delivery to the Depositary, including via direct registration for shares of Preferred Stock in uncertificated form,
for such shares of Preferred Stock to be deposited (or in such other manner as may be agreed to by the Corporation and the Depositary),
properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form
reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably
required by the Depositary pursuant to this Agreement and (ii) if applicable, an
instruction letter from the Corporation authorizing the Depositary to register such shares of Preferred Stock in uncertificated
form by direct registration, each in form reasonably satisfactory to the Depositary,, 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 Preferred Stock.


 


2.2.2           The
shares of Preferred Stock that are deposited pursuant to this Section 2.2 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 Preferred Stock deposited hereunder.


 


2.2.3           Upon
receipt by the Depositary of shares of Preferred Stock deposited in accordance with the provisions of this Section 2.2, together
with the other documents required as above specified, and upon recordation of the shares of Preferred Stock on the books of the
Corporation (or its duly appointed transfer agent) by the Transfer Agent in the name of
the Depositary, the Depositary, subject to the terms and conditions of this Agreement, shall execute and deliver to or upon the
order of the Person or Persons named in the written order delivered to the Depositary referred to in Section 2.2.1, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Preferred Stock so deposited and
registered in the name of such Person or Persons or in such name or names as may be ordered
by such Person or Persons, as applicable. 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.


 




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Section
2.3           Registration of Transfer of Receipts.


 


The Corporation hereby
appoints Equiniti Trust Company as the Depositary, Registrar, Transfer Agent dividend disbursement agent, redemption agent for
the Receipts, and Equiniti Trust Company hereby accepts such appointment, subject to the express terms and conditions of this Agreement
(and no implied terms or conditions) and, as such, shall register on its books from time to time transfers of Receipts upon any
surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a Medallion Signature
Guarantee Program at a guarantee level acceptable to the Transfer Agent (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, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly
named in each such provision, and shall provide services as provided in the Transfer Agent Services Agreement, dated as
of July 6, 2016, between the Corporation and the Depositary (the “Transfer Agency Agreement”), in the performance
of its duties in such respective capacities.


 


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


 


2.4.1           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 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.


 


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


 




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2.4.3           In
no event will fractional shares of Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery
of shares of Preferred Stock and money and other property, if any, being withdrawn pursuant to
this Section 2.4 may be made by the delivery of such certificates, documents of title and other instruments as the Depositary
may reasonably deem appropriate (or in such other manner as may be agreed to by the Corporation and the Depositary).


 


2.4.4           If
shares of Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a Person or Persons
other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such shares of 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 Preferred Stock be properly endorsed in
blank or accompanied by a properly executed instrument of transfer in blank.


 


2.4.5           Delivery
of shares of 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.


 


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


 




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2.5.2           The
deposit of shares of Preferred Stock may be refused, the delivery of Receipts against shares of 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 reasonably 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 Agreement.


 


Section
2.6           Lost Receipts, etc.


 


In case any Receipt shall
be mutilated, destroyed, lost or stolen, the Depositary in its discretion may, absent notice to the Depositary that such Receipt
has been acquired by a bona fide purchaser, execute and deliver a Receipt of like form and tenor in exchange and substitution for
such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, only upon (i) the filing
by the Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such
Receipt, of the authenticity thereof and of his or her ownership thereof; and (ii) the Holder thereof furnishing the Depositary
with an open penalty surety bond satisfactory to the Depositary, holding the Depositary and the Corporation harmless, absent notice
to the Depositary that such Receipts have been acquired by a bona fide purchaser. 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.


 




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Section
2.8           Redemption of Preferred Stock.


 


2.8.1           Whenever
the Corporation shall be permitted and shall elect to redeem shares of 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 thirty (30) days and not more than ninety (90) days prior to the Redemption Date (as defined below), notice of the
date of such proposed redemption of shares of 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 Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date
of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption
price of Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without accumulation of any
undeclared dividends, thereon to the date fixed for redemption to be redeemed, in accordance with the provisions of the Certificate
of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary
shall, if requested in writing and provided with all reasonably necessary information, mail the notice of the Corporation’s
redemption of shares of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing
such shares of Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear
on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depositary or
by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty (30) days and
not more than ninety (90) days prior to the date fixed for redemption of such shares of Preferred Stock and Depositary Shares (the
“Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed
at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such
notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary
Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each
such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares
to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary
Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such
Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of 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.
In any such case, the Depositary Shares shall only be redeemed in increments of one thousand (1,000) shares and any integral multiple
thereof.


 


2.8.2           Notice
having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall
have failed to provide the funds necessary to redeem shares of Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue from and after such date; (ii)
the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding; (iii) all rights of the Holders
of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary
Shares, cease and terminate; and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such
Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall
so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-one
thousandth (1/1,000th) of the redemption price per share of Preferred Stock so redeemed plus all money and other property,
if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the
Redemption Date have been declared on the shares of Preferred Stock to be so redeemed and have not theretofore been paid (it being
understood that, in accordance with the provisions of the Certificate of Designations, any declared but unpaid dividends payable
on a Redemption Date that occurs subsequent to the record date fixed pursuant to Section 4.4 for a dividend period shall not be
paid to the Holder of a Receipt entitled to receive the redemption price on the Redemption Date, but rather shall be paid to the
Holder of such Receipt on such record date).


 




    	 	-9-	 



     


    

 


2.8.3           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.


 


2.9.1           If
the Corporation shall determine 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 reasonably necessary information, in accordance with the
other provisions of this 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 number of Depositary Shares evidenced
by, the Receipts to be represented by such Global Registered Receipt or Receipts and (ii) shall be registered in the name of the
Global Receipt Depository therefor or its nominee.


 


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


 




    	 	-10-	 



     


    

 


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


 


2.9.4           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.


 


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


 


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 Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution
of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information
is filed or such certificates are executed or such representations and warranties are made.


 


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 shares of Preferred Stock and all money or other property, if any, represented by the Depositary
Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other
distributions may be withheld or any part of or all shares of 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, the Holder of such Receipt remaining liable for any deficiency.


 




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ARTICLE
IV

THE DEPOSITED SECURITIES; NOTICES


 


Section
4.1           Cash Distributions


 


4.1.1           Whenever
Equiniti Trust Company, as dividend disbursement agent, shall receive any cash dividend
or other cash distribution on Preferred Stock, Equiniti Trust Company shall, subject to Sections 3.1 and 3.2 and, if received,
in accordance with written instructions from the Corporation, distribute to Record Holders of Receipts on the record date fixed
pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the
Corporation or Equiniti Trust Company shall be required to withhold and shall withhold from any cash dividend or other cash distribution
in respect of 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. Equiniti Trust Company, as dividend disbursement
agent, shall distribute or make available for distribution, as the case may be and, if received, in accordance with the Corporation’s
written instructions, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction
of one cent, and any balance not so distributable shall be held by Equiniti Trust Company (without liability for interest thereon)
and shall be added to and be treated as part of the next sum received by Equiniti Trust Company for distribution to Record Holders
of Receipts then outstanding. The parties understand and agree that Equiniti Trust Company will
comply with the U.S. federal withholding and information reporting requirements (including IRS Forms 1042-S and 1099 information
reporting requirements) imposed in connection with payments on the Preferred Stock. Each Holder of a Receipt shall provide
the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9 or other appropriate form,
as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the
Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to
be made to such Holder hereunder.


 


4.1.2           All
funds received by Equiniti Trust Company, as dividend disbursement agent, pursuant to this
Agreement that are to be distributed or applied by Equiniti Trust Company in accordance with the terms of this Agreement (the “Funds”)
shall be delivered to Equiniti Trust Company by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the
Distribution Date. If Funds are delivered after 9:00 a.m. Eastern Time, but at or before 12:00 p.m. Eastern Time, on the Distribution
Date, the Depositary shall use its commercially reasonable efforts to effectuate the distribution or application of such Funds
on the Distribution Date; provided, that the Corporation acknowledges that funding after 9:00 a.m. Eastern Time, but at
or before 12:00 p.m. Eastern Time, on the Distribution Date may cause delays in payments such that payments may be made on the
business day following the Distribution Date. The Corporation also acknowledges that delivery of Funds to Equiniti Trust Company
on any day after 12:00 p.m. Eastern Time (“Late-Day Funding”) may cause delays in payments such that payments
may be made on the business day following the Distribution Date, and such payments will be subject to the terms of Section 4.1.5
below. Once received by Equiniti Trust Company, Funds shall be held by Equiniti Trust Company as agent for the Corporation. Until
paid or distributed in accordance with this Agreement, the Funds shall be deposited in one or more bank accounts to be maintained
by Equiniti Trust Company in its name as agent for the Corporation. Until paid pursuant to this Agreement, Equiniti Trust Company
may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements,
and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment
grade by Standard & Poor’s Corporation (“S&P”) (LT Local Issuer Credit Rating), Moody’s
Investors Service, Inc. (“Moody’s”) (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating)
(each as reported by Bloomberg Finance L.P.), (ii) money market funds that comply with Rule 2a-7 of the Investment Company Act
of 1940, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt
or commercial paper obligations rated A-1 or P-1 or better by S&P or Moody’s, respectively.


 




    	 	-12-	 



     


    

 


4.1.3           Equiniti
Trust Company, as dividend disbursement agent, will only draw upon the Funds in such account
as required from time to time in order to make the payments to Record Holders of Receipts and any applicable tax withholding payments.
The Corporation shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment
made by Equiniti Trust Company, as distribution agent, in accordance with this Section 4.
Equiniti Trust Company, as dividend disbursement agent, may from time to time receive interest,
dividends or other earnings in connection with such deposits. Equiniti Trust Company, as dividend
disbursement agent, shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Record Holder
or any other party.


 


4.1.4           Equiniti
Trust Company, as dividend disbursement agent, is acting as agent hereunder and is not a
debtor of the Corporation in respect of the Funds.


 


4.1.5           In
the case of Late-Day Funding, federal deposit insurance or other bank liquidity charges may apply in connection with the overnight
deposit of Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be
charged to the Corporation and the Corporation hereby agrees to pay such charges.


 


4.1.6           On
the date of this Agreement, Equiniti Trust Company shall provide the Corporation with the account information for the account to
which the Corporation shall deliver the cash dividends and other cash distributions on Preferred Stock referred to in Section 4.1.1.
Equiniti Trust Company may update such account information from time to time by notice to the Corporation provided in accordance
with Section 7.4.


 




    	 	-13-	 



     


    

 


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


 


Section
4.3           Subscription Rights, Preferences or Privileges.


 


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


 




    	 	-14-	 



     


    

 


4.3.2           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 reasonable
best efforts to cause such registration statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall
the Depositary make available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to
the Depositary an opinion of counsel to the effect that (i) the offering and sale of such securities to the Holders are exempt
from registration under the provisions of the Securities Act, and (ii) such securities are validly issued, fully paid and non-assessable.


 


4.3.3           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 Preferred Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of Preferred Stock are entitled to vote or of which holders of Preferred Stock are entitled to notice,
or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a
record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance
with the terms of 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 provisions
of the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of Preferred
Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all reasonably necessary information
and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable
discretion, to the Record Holders of Receipts, as determined on the record date fixed pursuant to Section 4.4, a notice prepared
by the Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the
Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.4 may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the shares of 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 to the extent
possible vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole
shares of Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions
are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order
to enable the Depositary to vote such shares of Preferred Stock or cause such shares to be voted. In the absence of specific instructions
from Holders of Receipts, the Depositary will vote all shares of Preferred Stock held by it proportionately with instructions received
in accordance with the default instructions provided at the time, or if no such instructions are provided, counted for the purposes
of determining a quorum and otherwise not vote.


 




    	 	-15-	 



     


    

 


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


 


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


 


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 that are both
received by the Depositary as the holder of the deposited shares and which the Corporation is required to furnish to the holders
of Preferred Stock. In addition, the Depositary shall transmit, upon written request by the Corporation, certain notices and reports
to the Holders of Receipts as provided in Section 5.5.


 




    	 	-16-	 



     


    

 


Section
4.8           Lists of Receipt Holders.


 


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


 


Section
4.9           Withholding.


 


Notwithstanding any other
provision of this 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.


 


ARTICLE
V

THE DEPOSITARY, THE DEPOSITARY’S

AGENTS, THE REGISTRAR AND THE CORPORATION


 


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


 


5.1.1           Upon
execution of this 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 Agreement.


 


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


 




    	 	-17-	 



     


    

 


5.1.3           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.


 


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


 


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


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor 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 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 Agreement shall provide shall or may be done or performed, or (ii)
by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement except as otherwise explicitly
set forth in this Agreement.


 




    	 	-18-	 



     


    

 


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


 


5.3.1           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 Agreement to Holders of Receipts or to any other Person
other than for its gross negligence, willful misconduct or fraud (each as finally determined by a non-appealable judgment, order,
decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with the Corporation). Notwithstanding
anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any
Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect
or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised
of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any Depositary’s
Agent or the Registrar or Transfer Agent, as the case may be, under this Agreement will be limited in the aggregate to an amount
equal to the annual fees paid by the Corporation to such Person, but not including reimbursable expenses; provided, however,
that in the event that such liability arises as a result of gross negligence, willful misconduct or fraud (each as finally determined
by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with
the Corporation) by the Depositary, any of the Depositary’s Agents, any Registrar or any Transfer Agent, as the case may
be, 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 gross negligence, fraud or willful misconduct.


 


5.3.2           Subject
to Section 5.3.1, neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the
Corporation, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of Preferred Stock, the Depositary Shares or the Receipts which in the opinion of its counsel 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.


 


5.3.3           Neither
the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be,
shall be liable for any action or any failure to act by it in reliance upon the fully-informed written advice of external legal
counsel or accountants, or information from any Person presenting the shares of Preferred Stock for deposit, any Holder of a Receipt
or any other Person believed by it to be competent to give such information. The Depositary, any Depositary’s Agent, any
Registrar, 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 reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties.


 


5.3.4           The
Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, shall not be responsible for any
failure to carry out any instruction to vote any of the shares of Preferred Stock or for the manner or effect of any such vote
made, as long as any such action or non-action is not taken in fraud, willful misconduct or gross negligence (each as finally determined
by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with
the Corporation). 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 Agreement,
and no implied covenants or obligations shall be read into this Agreement against the Depositary, any Depositary’s Agent,
Registrar or any Transfer Agent.


 




    	 	-19-	 



     


    

 


5.3.5           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.


 


5.3.6           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 Agreement or of the Receipts, the Depositary Shares or Preferred Stock nor shall it be obligated to segregate such monies
from other monies held by it, except as required by law or this Agreement. 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.


 


5.3.7           In
the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, 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 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 reasonable discretion, and after discussion
with external legal counsel, 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 of the Corporation
which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Depositary,
the Depositary’s Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the reasonable
satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as long as any such non-action
is not taken in fraud, willful misconduct or gross negligence (each as finally determined by a non-appealable judgment, order,
decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with the Corporation). 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 Agreement in reliance upon such written
instructions.


 


5.3.8           In
the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive
conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand,
the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act
on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the
full indemnification set forth in Section 5.6 hereof in connection with any action so taken, as long as any such action is not
taken in fraud, willful misconduct or gross negligence (each as finally determined by a non-appealable judgment, order, decree
or ruling of a court of competent jurisdiction, an arbitral award or an agreement with the Corporation).


 




    	 	-20-	 



     


    

 


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


 


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


 


5.3.11         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 Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the sufficiency
of this Agreement or as to the value of 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.


 


5.3.12         The
obligations of the parties hereto set forth in this Section 5.3 shall survive the replacement,
removal or resignation of the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Agreement.


 


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


 


5.4.1           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.


 


5.4.2           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.


 




    	 	-21-	 



     


    

 


5.4.3           In
case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within sixty (60) days after
the delivery of the notice of resignation or removal, as the case may be, seek to appoint a successor Depositary, which shall be
(i) a Person having its principal office in the United States of America and having a combined capital and surplus, along with
its Affiliates, of at least $50,000,000 or (ii) an Affiliate of any such Person. In the event of such removal or resignation, the
Corporation will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so
appointed; provided that the Corporation shall use its reasonable best efforts to
ensure that there is at all relevant times when Preferred Stock is outstanding, a person or entity appointed and serving as the
Depositary. 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.


 


5.4.4           If
no successor Depositary shall have been so appointed and have accepted appointment within sixty (60) days after delivery of such
notice, any Record Holder of Receipts hereunder or the 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 and assuming all obligations of the Depositary 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 Agreement, as
a party hereto, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall
promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder,
shall duly assign, transfer and deliver all right, title and interest in the shares of Preferred Stock and any moneys or property
held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts
and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail
or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment
to the Record Holders of Receipts.


 


5.4.5           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.


 


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


 




    	 	-22-	 



     


    

 


Section
5.5           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, reports and communications from the Corporation (including without limitation financial statements)
required by law, by the rules of any national securities exchange upon which 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 in writing by the Corporation.


 


Section
5.6           Indemnification by the Corporation.


 


Notwithstanding
Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent, any Registrar 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, damage, cost, penalty, fine, judgment, liability or expense (including the
reasonable costs and expenses of its legal counsel) which may arise out of acts performed, taken or omitted to be taken in
connection with its acting as Depositary, Depositary’s Agent, Registrar or Transfer Agent, respectively, under this
Agreement (including, without limitation, the enforcement by the Depositary, Depositary’s Agent, Registrar or Transfer
Agent, as the case may be, of this 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, or fraud (each as finally determined by a non-appealable
judgment, order, decree or ruling of a court of competent jurisdiction, an arbitral award or an agreement with the
Corporation) on the respective parts of any such Person or Persons. The obligations of the Corporation set forth in this
Section 5.6 shall survive any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or
termination of this Agreement.


 


Section
5.7           Fees, Charges and Expenses.


 


The Corporation agrees
promptly to pay the Depositary the compensation, as agreed upon with the Corporation for all services rendered by the Depositary,
Depositary’s Agent, Transfer Agent and Registrar hereunder and to reimburse the Depositary for its reasonable and documented
out-of-pocket expenses (including reasonable and documented counsel fees and expenses of not more than one counsel) incurred by
the Depositary, Depositary’s Agent, Transfer Agent and Registrar without gross negligence, willful misconduct, or fraud (each
as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction, an arbitral award
or an agreement with the Corporation) on its part in connection with the services rendered by it hereunder. The Corporation shall
pay all charges of the Depositary in connection with the initial deposit of shares of Preferred Stock and the initial issuance
of the Depositary Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or exchange
of shares of 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. 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.


 




    	 	-23-	 



     


    

 


ARTICLE
VI

AMENDMENT AND TERMINATION


 


Section
6.1           Amendment.


 


The form of the Receipts
and any provisions of this Agreement may at any time and from time to time be amended by written agreement between the Corporation
and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment
(other than any change in the fees of any Depositary, Registrar or Transfer Agent) which shall materially and adversely alter the
rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved
by the Holders of Receipts representing in the aggregate at least two-thirds of the Depositary Shares then outstanding. Every Holder
of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt,
to consent and agree to such amendment and to be bound by the Agreement as amended thereby. In no event shall any amendment impair
the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any
Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the shares of 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 that
states that the proposed amendment is in compliance with the terms of this Section 6.1.


 


Section
6.2           Termination.


 


6.2.1           This
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 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 Agreement, except that the Depositary shall continue to collect dividends
and other distributions pertaining to Preferred Stock, and shall continue to deliver Preferred Stock and any money and other property,
if any, represented by Receipts upon surrender thereof by the Holders of Receipts thereof. At any time after the expiration of
two years from the date of termination, as may be instructed by the Corporation in writing, the Depositary shall (i) sell the shares
of Preferred Stock then held hereunder at public or private sale, at such places and upon such terms as it deems proper and may
thereafter hold the net proceeds of any such sale, together with any money and other property held by it hereunder, without liability
for interest, for the benefit, pro rata in accordance with their holdings, of the Holders of Receipts that have not theretofore
been surrendered, or (ii) return such shares of Preferred Stock to the Corporation. After making such sale or
return, the Depositary shall be discharged from all obligations under this 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 Agreement
so long as the Depositary continues to provide services in connection with this Agreement.


 




    	 	-24-	 



     


    

 


6.2.2           Subject
to Section 6.2.1, this Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary
Shares have been redeemed pursuant to Section 2.8; (ii) there shall have been made a final distribution in respect of Preferred
Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed
to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable; or (iii) upon the consent
of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding.


 


6.2.3           Upon
the termination of this Agreement, the Corporation shall be discharged from all obligations under this Agreement except for its
obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7; provided, further,
that Section 5.3 and 5.6 shall survive the termination of this Agreement.


 


ARTICLE
VII

MISCELLANEOUS


 


Section
7.1           Counterparts.


 


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


 


Section
7.2           Exclusive Benefit of Parties.


 


This 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 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.


 




    	 	-25-	 



     


    

 


Section
7.4           Notices.


 


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


 


American International Group,
Inc.


175 Water Street

New York, NY 10038


Telephone: 212-770-7000


Email: AIGCorporateSecretary@aig.com


Attention: Corporate Secretary


 


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


 


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


 


Equiniti Trust Company


1110 Centre Pointe Curve, Suite
101


Mendota Heights, MN 55120


Email: wfssaccountmanagement@eq-us.com


Attention: Relationship Manager


 


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


 


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


 




    	 	-26-	 



     


    

 


Section
7.5           Depositary’s Agents.


 


The Depositary may from
time to time appoint qualified Depositary’s Agents to act in any respect for the Depositary for the purposes of this 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. The Depositary shall be liable for any act or omission
of a Depositary Agent as if such act or omission were committed by the Depositary.


 


Section
7.6           Holders of Receipts are Parties.


 


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


 


Section
7.7           Governing Law.


 


This 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
7.8           Inspection of Deposit Agreement.


 


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


 


Section
7.9           Headings.


 


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


 


Section
7.10         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, which are exchanged or received pursuant to the negotiation or the carrying
out of this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be
required by law, rule, regulation or legal process.


 




    	 	-27-	 



     


    

 


Section
7.11         Further Assurances.


 


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


 


[Remainder of Page Intentionally Left
Blank.]


 




    	 	-28-	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have duly executed this Agreement as of the date first above written.


 


	 	AMERICAN INTERNATIONAL GROUP, INC.
	 	 
	 	By:	/s/  Christopher B. Chorengel
	 	 	Name: Christopher B. Chorengel
	 	 	Title: Assistant Secretary


 


[Signature Page to Deposit Agreement]


 




     

     


    

 


	 	EQUINITI TRUST COMPANY
	 	 
	 	By:	/s/  Martin Knapp
	 	 	Name: Martin Knapp
	 	 	Title: President


 


[Signature Page to Deposit Agreement]


 




     

     


    

 


EXHIBIT A


 


FORM OF RECEIPT


 


[FORM
OF FACE OF RECEIPT]


 


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


 


DEPOSITARY
RECEIPT FOR DEPOSITARY SHARES, EACH 

REPRESENTING A 1/1,000TH INTEREST IN ONE SHARE OF 

SERIES A 5.85 % NON-CUMULATIVE PERPETUAL PREFERRED STOCK


 


OF


 


AMERICAN
INTERNATIONAL GROUP, INC.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


CUSIP 026874 768


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Equiniti Trust Company,
as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of 20,000,000
DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing a 1/1,000th interest
in one share of Series A 5.85 % Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share, liquidation preference $25,000
per share, of American International Group, Inc., 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 March 14, 2019 (the “Agreement”),
among the Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary
Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the 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.


 




    	 	A-1	 



     


    

 


Dated:


 


Equiniti Trust Company, as Depositary


 


	EQUINITI TRUST COMPANY, as Depositary	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 	A-2	 



     


    

 


[FORM
OF REVERSE OF RECEIPT]


 


AMERICAN
INTERNATIONAL GROUP, INC.


 


AMERICAN INTERNATIONAL
GROUP, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE AGREEMENT AND A COPY OR SUMMARY OF
THE CERTIFICATE OF DESIGNATIONS OF SERIES A 5.85 % NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF AMERICAN INTERNATIONAL GROUP, INC.
ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 





 



 


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


 


EXPLANATION
OF ABBREVIATIONS


 


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


 


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


 


	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent Word	 
	ADM	 	Administrator(s), Administratrix	 	EX	 	Executor(s), Executrix	 	PAR	 	Paragraph	 
	AGMT	 	Agreement	 	FBO	 	For the benefit of	 	PL	 	Public Law	 
	ART	 	Article	 	FDN	 	Foundation	 	TR	 	(As) trustee(s), for, of	 
	CH	 	Chapter	 	GDN	 	Guardian(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	 	 	 	 	 	 	 	 	 


 




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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 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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