Form of Deposit Agreement, including form of Depositary Receipt



 Exhibit 4(m) 

 
  

 
 DEPOSIT AGREEMENT 

among 
 Wells Fargo &
Company, 
 as the Company 

Wells Fargo Bank, N.A. 
 as
Depositary, 
 and 
 THE HOLDERS
FROM TIME TO TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 

Dated as of
                        ,          

Relating to the
[                        ] Non-Cumulative 

Perpetual Class A Preferred Stock, Series     , of the Company 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 ARTICLE I DEFINED TERMS
	  	 	1	  
			
	 Section 1.1.
	  	 Definitions
	  	 	1	  
		
	 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF
SERIES      PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND
REDEMPTION OF RECEIPTS
	  	 	3	  
			
	 Section 2.1.
	  	 Form and Transfer of Receipts
	  	 	3	  
			
	 Section 2.2.
	  	Deposit of Series      Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	  	 	4	  
			
	 Section 2.3.
	  	 Registration of Transfer of Receipts
	  	 	5	  
			
	 Section 2.4.
	  	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series      Preferred Stock	  	 	5	  
			
	 Section 2.5.
	  	 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
	  	 	6	  
			
	 Section 2.6.
	  	 Lost Receipts, etc.
	  	 	6	  
			
	 Section 2.7.
	  	 Cancellation and Destruction of Surrendered Receipts
	  	 	7	  
			
	 Section 2.8.
	  	 Redemption of Series      Preferred Stock
	  	 	7	  
			
	 Section 2.9.
	  	 Receipts Issuable in Global Registered Form
	  	 	8	  
		
	 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF
RECEIPTS AND THE COMPANY
	  	 	9	  
			
	 Section 3.1.
	  	 Filing Proofs, Certificates and Other Information
	  	 	9	  
			
	 Section 3.2.
	  	 Payment of Taxes or Other Governmental Charges
	  	 	10	  
			
	 Section 3.3.
	  	 Warranty as to Series      Preferred Stock
	  	 	10	  
			
	 Section 3.4.
	  	 Warranty as to Receipts
	  	 	10	  
		
	 ARTICLE IV THE DEPOSITED SECURITIES; NOTICES
	  	 	10	  
			
	 Section 4.1.
	  	 Cash Distributions
	  	 	10	  
			
	 Section 4.2.
	  	 Distributions Other than Cash, Rights, Preferences or Privileges
	  	 	11	  
			
	 Section 4.3.
	  	 Subscription Rights, Preferences or Privileges
	  	 	11	  


  
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	 Section 4.4.
	  	 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
	  	 	12	  
			
	 Section 4.5.
	  	 Voting Rights
	  	 	13	  
			
	 Section 4.6.
	  	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	  	 	13	  
			
	 Section 4.7.
	  	 Delivery of Reports
	  	 	14	  
			
	 Section 4.8.
	  	 Lists of Receipt Holders
	  	 	14	  
		
	 ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S
AGENTS, THE REGISTRAR AND THE COMPANY
	  	 	14	  
			
	 Section 5.1.
	  	 Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	 	14	  
			
	 Section 5.2.
	  	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company	  	 	15	  
			
	 Section 5.3.
	  	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company	  	 	15	  
			
	 Section 5.4.
	  	Resignation and Removal of the Depositary; Appointment of Successor Depositary	  	 	17	  
			
	 Section 5.5.
	  	Corporate Notices and Reports	  	 	17	  
			
	 Section 5.6.
	  	Indemnification by the Company	  	 	18	  
			
	 Section 5.7.
	  	Fees, Charges and Expenses	  	 	18	  
		
	 ARTICLE VI AMENDMENT AND TERMINATION
	  	 	19	  
			
	 Section 6.1.
	  	 Amendment
	  	 	19	  
			
	 Section 6.2.
	  	 Termination
	  	 	19	  
		
	 ARTICLE VII MISCELLANEOUS
	  	 	19	  
			
	 Section 7.1.
	  	 Counterparts
	  	 	19	  
			
	 Section 7.2.
	  	 Exclusive Benefit of Parties
	  	 	20	  
			
	 Section 7.3.
	  	 Invalidity of Provisions
	  	 	20	  
			
	 Section 7.4.
	  	 Notices
	  	 	20	  
			
	 Section 7.5.
	  	 Depositary’s Agents
	  	 	21	  


  
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	 Section 7.6.
	  	Appointment of Registrar and Transfer Agent in Respect of the Receipts	  	 	21	  
			
	 Section 7.7.
	  	 Holders of Receipts Are Parties
	  	 	21	  
			
	 Section 7.8.
	  	 Governing Law
	  	 	21	  
			
	 Section 7.9.
	  	 Inspection of Deposit Agreement
	  	 	21	  
			
	 Section 7.10.
	  	 Headings
	  	 	21	  
			
	 Exhibit A
	  	 Form of Receipt
	  			
			
	 Exhibit B
	  	 Certificate of Designation
	  			


  
 -iii- 








 DEPOSIT AGREEMENT dated as of
                        ,         , among (i) Wells Fargo &
Company, a Delaware corporation, (ii) Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary and (iii) the holders from time to time of the Receipts described herein. 

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

WHEREAS, the terms and conditions of the Series      Preferred Stock of the Company are
substantially set forth in the Certificate of Designation attached hereto as Exhibit B; 
 NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as follows: 
 ARTICLE I 

DEFINED TERMS 
  

	 	Section 1.1.	 Definitions. 



The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular
and plural forms of such terms) used in this Deposit Agreement and the Receipts: 
 “Certificate of
Designation” shall mean the relevant Certificate of Designation filed with the Secretary of State of the State of Delaware establishing the Series      Preferred Stock as a series of preferred stock of the
Company. 
 “Company” shall mean Wells Fargo & Company, a Delaware corporation, and its
successors. 
 “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof. 
 “Depositary” shall mean Wells Fargo
Bank, N.A., a national banking association formed under the laws of the United States, and any successor as Depositary hereunder. 

“Depositary Share Redemption Price” shall have the meaning set forth in Section 2.8. 







 “Depositary Shares” shall mean the depositary shares, each
representing a              fractional interest in a share of the Series      Preferred Stock, and the same proportionate interest in any and all other
property received by the Depositary in respect of such share of Series      Preferred Stock and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit
Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Series      Preferred Stock represented by such Depositary Share (including the dividend,
voting, redemption and liquidation rights contained in the Certificate of Designation). 
 “Depositary’s
Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5. 
 “Depositary’s
Office” shall mean the principal office of the Depositary at which at any particular time its depositary receipt business in respect of matters governed by this Deposit Agreement shall be administered. 

“DTC” shall mean The Depositary Trust Company. 

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

(1)            (A) the Global Receipt Depository
which is the holder of such Global Registered Receipt or Receipts notifies the Company that it is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good
standing under the Securities Exchange Act, and (B) the Company has not appointed a qualified successor Global Receipt Depository within ninety (90) calendar days after the Company received such notice, or 

(2)            the Company in its sole discretion
notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts. 

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

 “Global Registered Receipts” shall mean a global registered Receipt, in definitive or book-entry form,
registered in the name of a nominee of DTC. 
 “Letter of Representations” shall mean any applicable
agreement among the Company, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented,
restated or otherwise modified from time to time and any successor agreement thereto. 
 “Preferred Stock Redemption
Price” shall have the meaning set forth in Section 2.8. 

  
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 “Receipt” shall mean a receipt issued hereunder to evidence one
or more Depositary Shares held of record by the record holder of such Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A. 

“record holder” or “holder” as applied to a Receipt shall mean the person in whose name a
Receipt is registered on the books of the Depositary maintained by the Depositary for such purpose. 

“Registrar” shall mean the Depositary or such other bank or trust company which shall be appointed by the
Company to register ownership and transfers of Receipts as herein provided and if a Registrar shall be so appointed, references herein to “the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to
the register maintained by such Registrar for such purpose. 
 “Securities Act” shall mean the Securities
Act of 1933, as amended. 
 “Securities Exchange Act” shall mean the Securities Act of 1934, as amended.

 “Series      Preferred Stock” shall mean shares of the Company’s
[                        ] Non-Cumulative Perpetual Class A Preferred Stock, Series     ,
no par value, with a liquidation preference amount of $             per share, designated and described in the Certificate of Designation. 

ARTICLE II 
 FORM
OF RECEIPTS, DEPOSIT OF SERIES      PREFERRED STOCK, 

EXECUTION AND DELIVERY, TRANSFER, 

SURRENDER AND REDEMPTION OF RECEIPTS 

 

	 	Section 2.1.	 Form and Transfer of Receipts. 



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

Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided,
that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by a duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have
been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as
hereinafter provided. 

  
 3 








 Receipts shall be in denominations of any number of whole Depositary Shares. All
receipts shall be dated the date of their issuance. 
 Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Company or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange upon which the Series      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 Receipts are subject. 
 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 with the same effect as in the case of a negotiable instrument; provided, however, that until
transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner
thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 

 

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



 Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time
deposit shares of the Series      Preferred Stock under this Deposit Agreement by delivering to the Depositary, including via electronic book-entry, such shares of the Series      Preferred Stock
to be deposited, properly endorsed or accompanied by a duly executed instrument of transfer or endorsement, if applicable and required by the Depositary, in form satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit Agreement and all other information required to be set forth, and together with a written order of the Company directing the Depositary to execute and deliver to, or upon
the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series      Preferred Stock. 

Deposited Series      Preferred Stock shall be held by the Depositary at the Depositary’s
Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series      Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of Series      Preferred Stock deposited in accordance with the
provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series      Preferred Stock on the books of the Company (or its duly appointed transfer agent) in the
name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary
referred to in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series      Preferred Stock so deposited and


  
 4 








 
registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other
offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 
  

	 	Section 2.3.	 Registration of Transfer of Receipts. 



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

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

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



 Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it
may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized
denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the holder of the Receipt or
Receipts so surrendered. 
 Any holder of a Receipt or Receipts may withdraw the number of whole shares of
Series      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. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Series
     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 Series      Preferred
Stock will not thereafter be entitled to deposit such Series      Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in
connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series      Preferred Stock to be so withdrawn, the
Depositary shall at the same time, in addition to such number of whole shares of Series      Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such


  
 5 








 
holder, or subject to Section 2.3 upon such holder’s order, a new Receipt evidencing such excess number of Depositary Shares. 

In no event will fractional shares of Series      Preferred Stock (or any cash payment in lieu
thereof) be delivered by the Depositary. Delivery of the Series      Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate. 
 If the Series      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 Receipt or Receipts being surrendered for withdrawal of Series      Preferred Stock, such
holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Series
     Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. 

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

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



As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such
regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement and/or applicable law. 

The deposit of Series      Preferred Stock may be refused, the delivery of Receipts against
Series      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 Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. 
  

	 	Section 2.6.	 Lost Receipts, etc. 



In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a
Receipt of like form and tenor in exchange and substitution 

  
 6 








 
for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence
satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such holder’s ownership thereof and (ii) the holder thereof furnishing of the Depositary with reasonable
indemnification satisfactory to the Depositary. 
  

	 	Section 2.7.	 Cancellation and Destruction of Surrendered Receipts. 



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

	 	Section 2.8.	 Redemption of Series      Preferred Stock. 



Whenever the Company shall be permitted and shall elect to redeem shares of Series      Preferred
Stock in accordance with the provisions of the Certificate of Designation (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be
given to the Depositary, not less than 40 days and not more than 70 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series      Preferred Stock and of
the number of such shares held by the Depositary to be so redeemed and the applicable Depositary Share Redemption Price, which notice shall be accompanied by a certificate from the Company stating that such redemption of Series
     Preferred Stock is in accordance with the provisions of the Certificate of Designation. On the date of such redemption, provided that the Company shall then have paid or caused to be paid in full to the Depositary the
redemption price per share of Series      Preferred Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption, in accordance with and as required by the
provisions of the Certificate of Designation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Series      Preferred Stock. The
Depositary shall mail notice of the Company’s redemption of Series      Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series
     Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption
of such Series      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 any such notice of redemption of Depositary Shares to one or more such holders nor any defect in any notice of redemption of Depositary Shares to one or more such
holders shall affect the sufficiency of the proceedings for redemption as to the other holders. Each such notice shall be prepared by the Company and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed
and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the Depositary Share Redemption Price (as defined below); and
(iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the Depositary Share Redemption Price (as defined below). In case less than all the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be so redeemed shall be selected by the Depositary pro rata (as nearly as may be) or in any other 

  
 7 








 
manner [consistent with the rules and policies of the New York Stock Exchange] determined by the Depositary in its sole discretion to be fair and equitable. In any case, the Depositary will
redeem Depositary Shares only in increments of        Depositary Shares and multiples thereof. 

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

	 	Section 2.9.	 Receipts Issuable in Global Registered Form. 



If the Company shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part
in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered in the name of the Global
Receipt Depository therefor or its nominee. 
 Notwithstanding any other provision of this Deposit Agreement to the
contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global
Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt
Depository for such Global Registered Receipt selected or approved by the Company or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not
be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository


  
 8 








 
shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be
treated by the Company, the Depositary and any director, officer, employee or agent of the Company or the Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. 

Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt,
(1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in
accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Company and the Depositary shall
give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository. 

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

Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered
in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such
Receipts to the persons in whose names such Receipts are so registered. 
 Notwithstanding anything to the contrary in this
Deposit Agreement, should the Company determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of each Letter of Representations. 

ARTICLE III 

CERTAIN OBLIGATIONS OF 

HOLDERS OF RECEIPTS AND THE COMPANY 

 

	 	Section 3.1.	 Filing Proofs, Certificates and Other Information. 



Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other
information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of
transfer or redemption, of any Receipt or the withdrawal of the Series      Preferred Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any


  
 9 








 
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 Series      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 or other distributions may be withheld or any part of or all the Series      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 or other distributions or the proceeds of any such sale may
be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency. 
  

	 	Section 3.3.	 Warranty as to Series      Preferred Stock. 



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

	 	Section 3.4.	 Warranty as to Receipts. 



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

ARTICLE IV 
 THE
DEPOSITED SECURITIES; NOTICES 
  

	 	Section 4.1.	 Cash Distributions. 



Whenever the Depositary shall receive any cash dividend or other cash distribution on
Series      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 such dividend or
distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold
and shall withhold from any cash dividend or other cash distribution in respect of the Series      Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of
Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a
fraction of one cent. If the calculation of a cash distribution results in an amount that is a fraction of a cent and that fraction is equal to or 

  
 10 








 
greater than $0.005, the Depositary shall round that amount up to the next highest whole cent and will request that Company pay the resulting additional amount to the Depositary for the relevant
dividend or other cash distribution. If the fractional amount is less than $0.005, the Depositary shall disregard that fractional amount and any balance thus not distributable shall be held by the Depositary (without liability for interest thereon)
and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding. Each holder of a Receipt shall provide the Depositary with its certified tax identification
number on a properly completed Form W-8 or W-9, as may be applicable. Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by
the Depositary of a portion of any of the distributions to be made hereunder. 
  

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



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

 

	 	Section 4.3.	 Subscription Rights, Preferences or Privileges. 



If the Company shall at any time offer or cause to be offered to the persons in whose names
Series      Preferred Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature,
such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct the Depositary in writing, either by the issue to such record
holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Company; provided, however, that (i) if at the time of issue or offer of any such


  
 11 








 
rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to
holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with
approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such
transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the
Depositary to the record holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash. 

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

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

 

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



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


  
 12 








 
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 Designation, upon receipt of notice of any meeting at which the holders of
Series      Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice prepared by the Company which shall contain (i) such
information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series
     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 Company)
and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number of whole shares of Series      Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular
voting instructions are received. The Company hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series      Preferred Stock or cause
such Series      Preferred Stock to be voted. In the absence of specific instructions from holders of Receipts, the Depositary will abstain from voting (but shall appear) at any meeting with respect to the Series
     Preferred Stock (unless directed to the contrary by the record holders of all related Receipts) to the extent of the Depositary Shares (or portion thereof) represented by the applicable Depositary Shares evidenced by
such Receipt. 
  

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



Upon any change in par or stated value, split-up, combination or any other reclassification of the
Series      Preferred Stock subject to the provisions of the Certificate of Designation, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the
fraction of an interest represented by one Depositary Share in one share of Series      Preferred Stock and in the ratio of the Depositary Share Redemption Price to the Preferred Stock Redemption Price, in each case
as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Series      Preferred Stock, or of such recapitalization, reorganization, merger or
consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series      Preferred Stock as new deposited securities so received in
exchange for or upon conversion or in respect of such Series      Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may
call for the surrender of all outstanding Receipts to be exchanged for new Receipts 

  
 13 








 
specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such
change in par or stated value, split-up, combination or other reclassification of the Series      Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Series      Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of Series
     Preferred Stock and other securities and property and cash into which the Series      Preferred Stock represented by such Receipts might have been converted or for which such Series
     Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. 
  

	 	Section 4.7.	 Delivery of Reports. 



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

	 	Section 4.8.	 Lists of Receipt Holders. 



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

THE DEPOSITARY, THE DEPOSITARY’S 

AGENTS, THE REGISTRAR AND THE COMPANY 

 

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



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

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder. 

  
 14 








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

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



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

	 	Section 5.3.	 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company. 



Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be
subject to any liability under this Deposit Agreement to holders of Receipts other than for its negligence, willful misconduct or bad faith. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the
Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under, any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect of the Series      Preferred Stock, the Depositary Shares or the Receipts 

  
 15 








 
which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. 

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

The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by
the Depositary due to its gross negligence, willful misconduct or bad faith, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the
possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence, willful misconduct or bad faith of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due
care. 
 The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of
Series      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 bad faith. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. 

The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and
its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. 

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

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


  
 16 








 
such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable
to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts. 
  

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



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

The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal
to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 

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

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

	 	Section 5.5.	 Corporate Notices and Reports. 



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

  
 17 








 
limitation financial statements) required by law, by the rules of any national securities exchange upon which the Series      Preferred Stock, the Depositary Shares or
the Receipts are listed or by the Company’s Restated Certificate of Incorporation, as amended (including the Certificate of Designation), to be furnished to the record holders of Receipts. Such transmission will be at the Company’s expense
and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other
documents as may be requested by the Company. Unless otherwise required by law, the requirements set forth in this Section 5.5 may be satisfied by publicly filing or furnishing such information with or to the U.S. Securities and Exchange
Commission. 
  

	 	Section 5.6.	 Indemnification by the Company. 



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

	 	Section 5.7.	 Fees, Charges and Expenses. 



The Company agrees promptly to pay the Depositary the compensation to be agreed upon with the Company for all services
rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its
part (or on the part of any Depositary’s Agent) in connection with the services rendered by it (or such Depositary’s Agent) hereunder. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Series
     Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Series      Preferred Stock by owners of Depositary Shares, and any redemption or exchange
of the Series      Preferred Stock at the option of the Company. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other
transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which the Company is not
otherwise liable hereunder, such holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a holder of a Receipt to prepay the Depositary any charge or expense the Depositary has
been asked to incur at the request of such holder of Receipts. The Depositary shall present its statement for charges and expenses to the Company at such intervals as the Company and the Depositary may agree. 

  
 18 








 ARTICLE VI 

AMENDMENT AND TERMINATION 

 

	 	Section 6.1.	 Amendment. 



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

	 	Section 6.2.	 Termination. 



This Deposit Agreement may be terminated by the Company or the Depositary only if (i) all outstanding Depositary Shares
have been redeemed pursuant to Section 2.8 or (ii) there shall have been made a final distribution in respect of the Series      Preferred Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to Section 4.1 or 4.2, as applicable. 

Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7. 
 ARTICLE
VII 
 MISCELLANEOUS 
  

	 	Section 7.1.	 Counterparts. 



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

  
 19 









	 	Section 7.2.	 Exclusive Benefit of Parties. 



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

	 	Section 7.3.	 Invalidity of Provisions. 



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

 

	 	Section 7.4.	 Notices. 



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

Wells Fargo & Company 

Attention: Treasury Global Funding 

90 South Seventh Street, 13th Floor 

MAC: N9305-131 

Minneapolis, MN 55479 
 or at any
other addresses of which the Company shall have notified the Depositary in writing. 
 Any and all notices to be given to
the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the
Depositary’s Office at 
 Wells Fargo Bank, N.A. 

1110 Centre Pointe Curve, Suite 101 

Mendota Heights, MN 55120-4100 

Attention: Relationship Manager 

Facsimile No.: 651-450-4078 
 or
at any other address of which the Depositary shall have notified the Company in writing. 
 Any and all notices to be given
to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder
at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have timely filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address
designated in such request. 

  
 20 








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

 

	 	Section 7.5.	 Depositary’s Agents. 



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

 

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



The Company hereby appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the Depositary
hereby accepts such appointments. 
  

	 	Section 7.7.	 Holders of Receipts Are Parties. 



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

	 	Section 7.8.	 Governing Law. 



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

	 	Section 7.9.	 Inspection of Deposit Agreement. 



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

 

	 	Section 7.10.	 Headings. 



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

  
 21 








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

 

							
	WELLS FARGO & COMPANY
		
	By:	 	 
		 	Name:	 	 	 	
		 	Title:	 	 	 	


  

							
	WELLS FARGO BANK, N.A.
		
	By:	 	 
		 	Name:	 	 	 	
		 	Title:	 	 	 	



  
 22 








 EXHIBIT A 

[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
WELLS FARGO & COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

               DEPOSITARY SHARES 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH 

REPRESENTING A              INTEREST IN A SHARE OF
[                        ] NON- 

CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES      

OF 
 WELLS FARGO &
COMPANY 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

CUSIP                      

SEE REVERSE FOR CERTAIN DEFINITIONS 

Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary (the
“Depositary”), hereby certifies that Cede & Co. is the registered owner of                DEPOSITARY SHARES (“Depositary Shares”), each
Depositary Share representing a              interest in a share of
[                        ] Non-Cumulative Perpetual Class A Preferred Stock, Series     ,
no par value, with a liquidation preference amount of $             per share (the “Series      Preferred Stock”), of Wells Fargo &
Company, a Delaware corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of
                        ,          (the “Deposit Agreement”),
among the Company, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or,
if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof. 

This Depositary Receipt is transferable in New York, New York and Mendota Heights, Minnesota. 

  
 A-1 









			
	Dated:	 	 

  

			
	Wells Fargo Bank, N.A., Depositary
		
	By:	 	 
		 	Authorized Officer


  
 A-2 








 [FORM OF REVERSE OF RECEIPT] 

WELLS FARGO & COMPANY 

WELLS FARGO & COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT
AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION ESTABLISHING THE [                        ]
NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES     , OF WELLS FARGO & COMPANY ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 

 
  

The Company will furnish without charge to each holder of receipt who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or series thereof of the Company, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Company or to
the Registrar. 
 EXPLANATION OF ABBREVIATIONS 

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

							
	  Abbreviation  	 	Equivalent Phrase	 	  Abbreviation  	 	Equivalent Phrase
	JT TEN	 	 As joint tenants, with right of

survivorship and not as
 tenants in common
	 	TEN BY ENT	 	As tenants by the entireties
	TEN IN COM        	 	As tenants in common	 	 UNIF GIFT MIN   

ACT
	 	Uniform Gifts to Minors Act

  

											
	  Abbreviation  	 	Equivalent Word	 	  Abbreviation  	 	Equivalent Word	 	  Abbreviation  	 	Equivalent Word
	ADM	 	 Administrator(s),

Administratrix
	 	EX	 	Executor(s), Executrix	 	PAR	 	Paragraph
	AGMT	 	Agreement	 	FBO	 	For the benefit of	 	PL	 	Public Law
	ART	 	Article	 	FDN	 	Foundation	 	TR	 	 (As) trustee(s), for,

of

	CH	 	Chapter	 	GDN	 	Guardian(s)	 	U	 	Under
	CUST	 	Custodian for	 	GDNSHP	 	Guardianship	 	UA	 	Under agreement
	DEC	 	Declaration	 	MIN	 	Minor(s)	 	UW	 	 Under will of, Of

will of, Under last
 will & testament

	EST	 	Estate, of Estate of	 	 	 	 	 	 	 	 


  
 A-3 








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

							
		 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 	


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

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

 

			
	Dated:	 	 

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

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

  
 A-4 








 EXHIBIT B 

[Attach related Certificate of Designation]