EX-4.3



 Exhibit 4.3 

DEPOSIT AGREEMENT 
 Dated
June 5, 2014 
 FIFTH THIRD BANCORP, 

AS ISSUER, 
 WILMINGTON TRUST,
NATIONAL ASSOCIATION, 
 AS DEPOSITARY AND CALCULATION AGENT, 

-and- 
 AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC, 
 AS TRANSFER AGENT AND REGISTRAR 

RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 

4.90% FIXED-TO-FLOATING RATE NON-CUMULATIVE 

PERPETUAL PREFERRED STOCK, SERIES J 







 TABLE OF CONTENTS 

 

					
	 	  	PAGE	 
		
	 ARTICLE I DEFINITIONS
	  	 	1	  
		
	 SECTION 1.01. “Calculation Agent”
	  	 	1	  
		
	 SECTION 1.02. “Certificate of Designation”
	  	 	1	  
		
	 SECTION 1.03. “Certificate of Incorporation”
	  	 	1	  
		
	 SECTION 1.04. “Preferred Stock, Series J” or “Preferred Stock”
	  	 	1	  
		
	 SECTION 1.05. “Common Stock”
	  	 	2	  
		
	 SECTION 1.06. “Company”
	  	 	2	  
		
	 SECTION 1.07. “Deposit Agreement”
	  	 	2	  
		
	 SECTION 1.08. “Depositary”
	  	 	2	  
		
	 SECTION 1.09. “Depositary Office”
	  	 	2	  
		
	 SECTION 1.10. “Depositary Share”
	  	 	2	  
		
	 SECTION 1.11. “Depositary’s Agent”
	  	 	2	  
		
	 SECTION 1.12. “DTC”
	  	 	2	  
		
	 SECTION 1.13. “DTC Receipt”
	  	 	2	  
		
	 SECTION 1.14. “Receipt”
	  	 	2	  
		
	 SECTION 1.15. “Record date”
	  	 	2	  
		
	 SECTION 1.16. “Record holder” or “holder”
	  	 	2	  
		
	 SECTION 1.17. “Redemption date”
	  	 	2	  
		
	 SECTION 1.18. “Redemption price”
	  	 	3	  
		
	 SECTION 1.19. “Registrar”
	  	 	3	  
		
	 SECTION 1.20. “Reorganization Event”
	  	 	3	  
		
	 SECTION 1.21. “Securities Act”
	  	 	3	  
		
	 SECTION 1.22. “Transfer Agent”
	  	 	3	  


  
 i 









					
	 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF
RECEIPTS
	  	 	4	  
		
	 SECTION 2.01. Form and Transferability of Receipts.
	  	 	4	  
		
	 SECTION 2.02. Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.
	  	 	6	  
		
	 SECTION 2.03. Registration of Transfers of Receipts.
	  	 	7	  
		
	 SECTION 2.04. Combinations and Split-ups of Receipts.
	  	 	7	  
		
	 SECTION 2.05. Surrender of Receipts and Withdrawal of Preferred Stock.
	  	 	7	  
		
	 SECTION 2.06. Limitations on Execution and Delivery, Transfer, Split-up. Combination, Surrender and Exchange of
Receipts.
	  	 	8	  
		
	 SECTION 2.07. Lost Receipts, etc.
	  	 	9	  
		
	 SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
	  	 	9	  
		
	 SECTION 2.09. Optional Redemption of Preferred Stock for Cash.
	  	 	9	  
		
	 SECTION 2.10. Redemption Upon a Regulatory Capital Event.
	  	 	11	  
		
	 SECTION 2.11. No Pre-Release.
	  	 	12	  
		
	 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
	  	 	13	  
		
	 SECTION 3.01. Filing Proofs, Certificates and Other Information.
	  	 	13	  
		
	 SECTION 3.02. Payment of Fees and Expenses.
	  	 	13	  
		
	 SECTION 3.03. Representations and Warranties as to Preferred Stock.
	  	 	13	  
		
	 SECTION 3.04. Representation and Warranty as to Receipts and Depositary Shares.
	  	 	13	  
		
	 SECTION 3.05. Taxes.
	  	 	14	  
		
	 ARTICLE IV THE PREFERRED STOCK; NOTICES
	  	 	15	  
		
	 SECTION 4.01. Cash Distributions.
	  	 	15	  
		
	 SECTION 4.02. Distributions Other Than Cash.
	  	 	15	  
		
	 SECTION 4.03. Rights, Preferences or Privileges.
	  	 	15	  
		
	 SECTION 4.04. Notice of Dividends; Fixing of Record Date for Holders of Receipts.
	  	 	17	  


  
 ii 









			
	 SECTION 4.05. Voting Rights.
	  	17
		
	 SECTION 4.06. Changes Affecting Preferred Stock and Reorganization Events.
	  	17
		
	 SECTION 4.07. Inspection of Reports.
	  	18
		
	 SECTION 4.08. Lists of Receipt Holders.
	  	18
		
	 SECTION 4.09. Withholding.
	  	18
		
	 ARTICLE V THE DEPOSITARY AND THE COMPANY
	  	19
		
	 SECTION 5.01. Appointment of Calculation Agent.
	  	19
		
	 SECTION 5.02. Calculation of Dividend Rate.
	  	19
		
	 SECTION 5.03. Status of Calculation Agent.
	  	19
		
	 SECTION 5.04. Notice of Dividend Rate.
	  	19
		
	 SECTION 5.05. Rights, Protections, Privileges and Indemnities of Calculation Agent.
	  	19
		
	 SECTION 5.06. Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar.
	  	19
		
	 SECTION 5.07. Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Company.
	  	20
		
	 SECTION 5.08. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company.
	  	20
		
	 SECTION 5.09. Resignation and Removal of the Depositary; Appointment of Successor Depositary.
	  	24
		
	 SECTION 5.10. Resignation and Removal of the Calculation Agent; Appointment of Successor Calculation Agent.
	  	25
		
	 SECTION 5.11. Notices, Reports and Documents.
	  	26
		
	 SECTION 5.12. Indemnification by the Company.
	  	26
		
	 SECTION 5.13. Fees, Charges and Expenses.
	  	26
		
	 ARTICLE VI AMENDMENT AND TERMINATION
	  	28
		
	 SECTION 6.01. Amendment.
	  	28
		
	 SECTION 6.02. Termination.
	  	28


  
 iii 









			
	ARTICLE VII MISCELLANEOUS	  	30
		
	 SECTION 7.01. Counterparts.
	  	30
		
	 SECTION 7.02. Exclusive Benefits of Parties.
	  	30
		
	 SECTION 7.03. Invalidity of Provisions.
	  	30
		
	 SECTION 7.04. Notices.
	  	30
		
	 SECTION 7.05. Depositary’s Agents.
	  	32
		
	 SECTION 7.06. Holders of Receipts Are Parties.
	  	32
		
	 SECTION 7.07. Governing Law.
	  	32
		
	 SECTION 7.08. Inspection of Deposit Agreement and Certificate of Designation.
	  	32
		
	 SECTION 7.09. Headings.
	  	32


  
 iv 








 DEPOSIT AGREEMENT 

DEPOSIT AGREEMENT, dated as of June 5, 2014, among FIFTH THIRD BANCORP, an Ohio corporation, WILMINGTON TRUST, NATIONAL ASSOCIATION, a
national banking association, as Depositary and Calculation Agent, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as Transfer Agent and Registrar, and all holders from time to time of Receipts (as
hereinafter defined) issued hereunder. 
 WITNESSETH: 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of the Company’s
Preferred Stock (as hereinafter defined) 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 Preferred Stock deposited and for the
execution and delivery of Receipts evidencing Depositary Shares; and 
 WHEREAS, the Receipts are to be substantially in the form of
Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement. 

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

ARTICLE I 
 DEFINITIONS

 The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit
Agreement and the Receipts: 
 SECTION 1.01. “Calculation Agent” shall have the meaning set forth in the Certificate of
Designation. 
 SECTION 1.02. “Certificate of Designation” shall mean the certificate that amends the Articles of
Incorporation of the Company, as amended, adopted by a duly authorized committee of the Board of Directors of the Company establishing and setting forth the rights, preferences and privileges of the Preferred Stock, as filed with the Secretary of
State of the State of Ohio on June 5, 2014 and attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time. 

SECTION 1.03. “Certificate of Incorporation” shall mean the Articles of Incorporation, as amended, of the Company, as
restated or amended from time to time, including the amendment resulting from filing the Certificate of Designation. 
 SECTION 1.04.
“Preferred Stock, Series J” or “Preferred Stock” shall mean shares of the Company’s 4.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series J (liquidation preference $25,000 per share), no
par value, heretofore validly issued, fully paid and nonassessable. 

  
 1 








 SECTION 1.05. “Common Stock” shall mean the common stock, no par value, of the
Company or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed. 

SECTION 1.06. “Company” shall mean Fifth Third Bancorp, an Ohio corporation, and its successors. 

SECTION 1.07. “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented from time
to time. 
 SECTION 1.08. “Depositary” shall mean Wilmington Trust, National Association, a national banking association
having its principal executive office in the United States and having a combined capital and surplus of at least $50,000,000, and any successor as depositary hereunder. 

SECTION 1.09. “Depositary Office” shall mean the principal office of the Depositary at which at any particular time its
business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. 

SECTION 1.10. “Depositary Share” shall mean the security representing a
1/25th ownership interest in a share of Preferred Stock deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in
respect of such share of Preferred Stock and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. The initial number of Depositary Shares issued equals 300,000. Subject to the terms of this Deposit Agreement, each
owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preferred Stock represented by such Depositary Share (including the dividend, voting, redemption, liquidation rights and other rights,
preferences and privileges contained in the Certificate of Designation). 
 SECTION 1.11. “Depositary’s Agent” shall
mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05. 
 SECTION 1.12.
“DTC” means The Depository Trust Company. 
 SECTION 1.13. “DTC Receipt” has the meaning set forth in
Section 2.01. 
 SECTION 1.14. “Receipt” shall, as the context requires, mean (i) a receipt issued hereunder to
evidence one or more Depositary Shares, whether in definitive or temporary form, or (ii) a DTC Receipt, in each case substantially in the form set forth as Exhibit A hereto. 

SECTION 1.15. “Record date” shall mean the date fixed pursuant to Section 4.04. 

SECTION 1.16. “Record holder” or “holder” as applied to a Receipt shall mean the individual, entity or
person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. 
 SECTION 1.17.
“Redemption date” has the meaning set forth under Section 2.09. 

  
 2 








 SECTION 1.18. “Redemption price” has the meaning set forth under
Section 2.09. 
 SECTION 1.19. “Registrar” shall mean American Stock Transfer & Trust Company, LLC or any
other entity appointed to register ownership and transfers of Receipts and the deposited Preferred Stock, as herein provided. 
 SECTION
1.20. “Reorganization Event” shall have the meaning set forth in the Certificate of Designation. 
 SECTION 1.21.
“Securities Act” shall mean the Securities Act of 1933, as amended. 
 SECTION 1.22. “Transfer Agent”
shall mean American Stock Transfer & Trust Company, LLC or any other entity appointed to transfer the Receipts and the deposited Preferred Stock, as herein provided. 

  
 3 








 ARTICLE II 

FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, 

EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF 

RECEIPTS 
 SECTION 2.01.
Form and Transferability of Receipts. (a) Definitive Receipts shall be printed and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, in each case with appropriate insertions,
modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon, and pursuant to, the written order of the Company delivered in compliance with Section 2.02 shall be authorized and
instructed to, and shall, execute and deliver temporary Receipts which shall be substantially of the tenor of the definitive Receipts in lieu of which they are issued and in each case with such appropriate insertions, omissions, substitutions and
other variations as the persons executing such Receipts may determine (but which do not affect the rights or duties of the Depositary), as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company 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 Office 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. Such exchange shall be made at the Company’s expense and without any charge therefor. Until so exchanged, the temporary Receipts
shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Stock deposited, as definitive Receipts. 

(b) Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and
shall also be countersigned by manual or facsimile signature of a duly authorized signatory of the Registrar; provided that no such countersignature shall be required if the Depositary acts as the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence. The Depositary shall record on its books each Receipt executed as provided above and delivered
as hereinafter provided. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory
ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts. 

(c) Receipts shall be in denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.
Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary and approved by the Company, or which the
Company has determined are required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange upon which the Depositary Shares may be listed for trading or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, in each case as directed by the Company. 

  
 4 








 (d) Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is
properly endorsed, or accompanied by a properly executed instrument of transfer, or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt
shall be registered on the books of the Depositary as provided in Section 2.03, 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 payments with respect to the Preferred Stock, to exercise any redemption or voting or to receive any notice provided for in this Deposit Agreement and for all
other purposes. 
 (e) Notwithstanding the foregoing, upon request by the Company, the Depositary and the Company will make application to
DTC for acceptance of all or a portion of the Receipts for its book-entry settlement system. In connection with any such request, the Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with
full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible
for book-entry settlement with DTC, unless otherwise required by law, all Depositary Shares to be traded on the NASDAQ Global Select Market with book-entry settlement through DTC shall be represented by a single receipt (the “DTC
Receipt”), substantially in the form set forth in the attached Exhibit A, which shall be deposited with DTC (or its custodian) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially expected to
be Cede & Co.). The Transfer Agent shall hold the DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i)
DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts with DTC. 
 (f) If issued, the DTC Receipt shall be
exchangeable for definitive Receipts only if (i) DTC notifies the Company at any time that it is unwilling or unable to continue to make its book-entry settlement system available for the Receipts and a successor to DTC is not appointed by the
Company within 90 days of the date the Company is so informed in writing, (ii) DTC notifies the Company at any time that it has ceased to be a clearing agency registered under applicable law and a successor to DTC is not appointed by the
Company within 90 days of the date the Company is so informed in writing or (iii) the Company executes and delivers to DTC a notice to the effect that such DTC Receipt shall be so exchangeable. If the beneficial owners of interests in
Depositary Shares are entitled to exchange such interests for definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than
the earliest date on which such beneficial interests may be so exchanged, the Depositary is hereby directed to and shall provide written instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Company shall
instruct the Depositary in writing to execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical form evidencing such Depositary Shares. The DTC Receipt shall be in
such form and shall bear such legend or legends as may be appropriate or required by DTC in order for it to 

  
 5 








 
accept the Depositary Shares for its book-entry settlement system. Notwithstanding any other provision herein to the contrary, if the Receipts are at any time eligible for book-entry settlement
through DTC, delivery of shares of Preferred Stock and other property in connection with the withdrawal or redemption of Depositary Shares will be made through DTC and in accordance with its procedures, unless the holder of the relevant Receipt
otherwise requests and such request is reasonably acceptable to the Depositary and the Company. 
 SECTION 2.02. Deposit of Preferred
Stock; Execution and Delivery of Receipts in Respect Thereof. 
 (a) Concurrently with the execution of this Deposit Agreement, the
Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing 12,000 shares of Preferred Stock, properly endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written
order of the 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 for the Depositary Shares representing such deposited Preferred Stock registered
in such names specified in such written order. The Depositary acknowledges receipt of the aforementioned 12,000 shares of Preferred Stock and related documentation and agrees to hold such deposited Preferred Stock in an account to be established by
the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints American Stock Transfer & Trust Company, LLC as the Registrar and Transfer Agent for the Preferred Stock
deposited hereunder and American Stock Transfer & Trust Company, LLC hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Stock held by the
Depositary by notation, book-entry or other appropriate method. 
 (b) If required by the Depositary, Preferred Stock presented for deposit
by the Company at any time, whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer
to the Depositary or its nominee of any dividend or right to receive other property that any person in whose name the Preferred Stock is or has been registered may thereafter receive upon or in respect of such deposited Preferred Stock, or in lieu
thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. 
 (c) Upon receipt by the Depositary of
a certificate or certificates for Preferred Stock deposited hereunder, together with the other documents specified above, and upon registering such Preferred Stock in the name of the Depositary, the Depositary, subject to the terms and conditions of
this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in Section 2.02(a), a Receipt or Receipts for the number of whole Depositary
Shares representing the Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the
request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. 

  
 6 








 
Other than in the case of splits, combinations or other reclassifications affecting the Preferred Stock, or in the case of dividends or other distributions of Preferred Stock, if any, there shall
be deposited hereunder not more than the number of shares constituting the Preferred Stock as set forth in the Certificate of Designation, as such may be amended. To the extent that the Company issues shares of Preferred Stock in excess of the
amount set forth in the Certificate of Designation as of the date hereof (which shares have been validly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. 

(d) The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the
Depositary to perform its obligations under this Deposit Agreement. 
 SECTION 2.03. Registration of Transfers of Receipts.

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

 SECTION 2.04. Combinations and Split-ups of Receipts. 

Upon surrender of a Receipt or Receipts at the Depositary Office or such other office as the Depositary may designate for the purpose of
effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. 
 SECTION 2.05. Surrender of Receipts and
Withdrawal of Preferred Stock. 
 (a) Any holder of a Receipt or Receipts may withdraw any number of whole shares of deposited
Preferred Stock represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts to the Depositary or at such other
office as the Depositary may designate for such withdrawals; provided, that a holder of a Receipt or Receipts may not withdraw such Preferred Stock (or money and other property, if any, represented thereby) which has previously been called for
redemption. Upon such surrender, upon payment of the fee of the Depositary for the surrender of Receipts to the extent provided in Section 5.13 and payment of all taxes and governmental charges in connection with such surrender and withdrawal
of Preferred Stock, and subject to the terms and conditions of this Deposit Agreement, 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 such Preferred 

  
 7 








 
Stock and all such money and other property, if any, represented by the Depositary Shares evidenced 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 Preferred Stock hereunder or to receive Depositary Shares therefor. If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall
evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of deposited 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 withdrawn, deliver to such holder, or (subject to Section 2.03) upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares. Delivery of
such Preferred Stock and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be
properly endorsed or accompanied by proper instruments of transfer. 
 (b) If the deposited Preferred Stock and the money and other property
being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred 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 or endorsement in blank. 
 (c) The Depositary shall deliver the deposited Preferred Stock and the money and other property, if
any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Depositary 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 2.06. Limitations on Execution
and Delivery, Transfer, Split-up. Combination, Surrender and Exchange of Receipts. 
 (a) As a condition precedent to the execution
and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the
payment (or, in the event that the Company shall have made such payment, the reimbursement to it) of any tax or other governmental charge and stock transfer or registration fee with respect thereto (including any such tax or charge with respect to
the Preferred Stock being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature); and (iii) compliance with such regulations, if any,
as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange on which the deposited Preferred Stock, the Depositary Shares or the Receipts may be included for
quotation or listed. 
 (b) The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be
suspended, the transfer of Receipts may be refused, and the transfer, 

  
 8 








 
split-up, combination, surrender, exchange or redemption 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 reasonably 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 other provision of this Deposit Agreement. 
 SECTION 2.07. Lost Receipts, etc. 

In case any Receipt shall be mutilated and surrendered to the Depositary or destroyed or lost or stolen, the Depositary shall execute and
deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt; provided, that the holder thereof shall have (a) filed with the
Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a protected purchaser and (ii) an indemnity bond and (b) satisfied any other reasonable requirements
imposed by the Depositary. 
 SECTION 2.08. 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, but not required, to destroy such Receipts so cancelled. 

SECTION 2.09. Optional Redemption of Preferred Stock for Cash. 

(a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at
any time, or from time to time, on or after September 30, 2019. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have
the right to require the redemption of the Preferred Stock. 
 (b) Whenever the Company shall elect to redeem shares of deposited Preferred
Stock for cash at its option in accordance with the provisions of the Certificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written
notice of the date fixed for redemption of such Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption
price”), as set forth in the Certificate of Designation. The Depositary shall mail through electronic mail or first-class postage prepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the
Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption pursuant to Section 4.04 of the
Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; but neither the failure to mail any such notice to one or more such holder nor any defect in any such
notice shall affect the sufficiency of the proceedings for redemption except as to the holder to whom notice was defective or not given. 

  
 9 








 (c) In connection with any redemption of the Preferred Stock at the option of the Company in
accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary and the Calculation Agent stating that it has complied with all of the conditions to the exercise of its optional redemption
rights set forth in the Certificate of Designation, and the Depositary shall have no duty or obligation to inquire or investigate whether the Company has complied with the terms of the Certificate of Designation. 

(d) The Company shall also prepare and provide the Depositary with the notice provided for in Section 2.09(b), and each such notice shall
state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all Depositary Shares held by any holder are to be
redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the
redemption price. 
 (e) In the event that notice of redemption has been made as described in the immediately preceding paragraphs and the
Company shall then have paid in full to the Depositary the redemption price (determined pursuant to the Certificate of Designation) of the Preferred Stock deposited with the Depositary to be redeemed, the Depositary shall redeem the number of
Depositary Shares representing such Preferred Stock so called for redemption by the Company and on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the
Company’s notice provided for in the preceding paragraph), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $1,000 per Depositary Share, plus an amount equal to any declared but unpaid dividends to, but excluding, the redemption date, without accumulation
of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Certificate of Designation. 
 (f) In
the event of any conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designation, the provisions of the Certificate of Designation will govern and the Company will instruct the Depositary in writing
accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. 

(g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of
such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by
such prior Receipt and not called for redemption. 
 (h) If less than all of the Preferred Stock is redeemed pursuant to the Company’s
exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and
equitable. 

  
 10 








 SECTION 2.10. Redemption Upon a Regulatory Capital Event. 

(a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole, but not in
part, at any time prior to September 30, 2019, following the occurrence of a “regulatory capital event,” as defined in the Certificate of Designation. There will be no sinking fund for the redemption or purchase of the Preferred Stock
or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. 

(b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock pursuant to a regulatory capital event in accordance with
the provisions of the Certificate of Designation, the Company shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the redemption date and of the
number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Certificate of Designation. The Depositary shall mail as soon as reasonably practicable, by electronic mail or
first-class postage prepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed to the holders of record on the record date fixed for
such redemption pursuant to Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; but neither the failure to mail any such notice
to one or more such holder nor any defect in any such notice shall affect the sufficiency of the proceedings for redemption except as to the holder to whom notice was defective or not given. 

(c) In connection with any redemption of the Preferred Stock at the option of the Company upon a regulatory capital event in accordance with
the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary and the Calculation Agent stating that it has complied with all of the conditions to the exercise of its optional redemption rights upon a
regulatory capital event set forth in the Certificate of Designation, and the Depositary shall have no duty or obligation to inquire or investigate whether the Company has complied with the terms of the Certificate of Designation. 

(d) The Company shall prepare and provide the Depositary with the notice provided for in Section 2.10(b), and each such notice shall
state: (i) the regulatory capital event; (ii) the redemption date; (iii) the redemption price; (iv) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; and (v) the place or places where
the Preferred Stock and the Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the redemption price. 

(e) In the event that notice of redemption has been made as described in the immediately preceding paragraphs and the Company shall then have
paid in full to the Depositary the redemption price (determined pursuant to the Certificate of Designation) of the Preferred Stock deposited with the Depositary to be redeemed, the Depositary shall redeem the number of Depositary Shares representing
such Preferred Stock so called for redemption by the 

  
 11 








 
Company and on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in
the preceding paragraph), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall,
to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such
Depositary Shares shall be redeemed at a cash redemption price of $1,000 per Depositary Share, plus an amount equal to any declared but unpaid dividends to, but excluding, the redemption date, without accumulation of any undeclared dividends. The
foregoing shall be further subject to the terms and conditions of the Certificate of Designation. 
 (f) In the event of any conflict
between the provisions of the Deposit Agreement and the provisions of the Certificate of Designation, the provisions of the Certificate of Designation will govern and the Company will instruct the Depositary in writing accordingly of such governing
terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. 

SECTION 2.11. No Pre-Release. 

The Depositary shall not deliver any deposited Preferred Stock evidenced by Receipts prior to the receipt and cancellation of such Receipts or
other similar method used with respect to Receipts held by DTC. The Depositary shall not issue any Receipts prior to the receipt by the Depositary of the corresponding Preferred Stock represented by the Depositary Shares evidenced by such Receipts.
At no time will any Receipts be outstanding if such Receipts do not evidence the Depositary Shares representing Preferred Stock deposited with the Depositary. 

  
 12 








 ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY 

SECTION 3.01. Filing Proofs, Certificates and Other Information. 

Any holder of a Receipt may be required from time to time to file with the Depositary such proof of residence, guarantee of signature or other
information and to execute such certificates as the Depositary may reasonably deem necessary or proper or the Company may reasonably require by written request to the Depositary. The Depositary or the Company may withhold or delay the delivery of
any Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of the deposited Preferred Stock represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or other distribution or the sale of
any rights or of the proceeds thereof, until such proof or other information is filed, or such certificates are executed. 
 SECTION 3.02.
Payment of Fees and Expenses. 
 Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and
expenses and taxes or other governmental charges to the extent provided in Section 5.13, or provide evidence satisfactory to the Depositary that such fees and expenses and taxes or other governmental charges have been paid. Until such payment
is made, transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution may be withheld, and any
part or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of
days prior to such sale). Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for any deficiency. 

SECTION 3.03. Representations and Warranties as to Preferred Stock. 

In the case of the initial deposit of the Preferred Stock hereunder, the Company represents and warrants that such Preferred Stock and each
certificate therefor are validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Preferred Stock and the issuance of Receipts. 

SECTION 3.04. Representation and Warranty as to Receipts and Depositary Shares. 

The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares
and each Depositary Share will represent a legal and valid 1/25th ownership interest in a share of deposited Preferred Stock represented by such Depositary Share. Such representation and warranty
shall survive the deposit of the Preferred Stock and the issuance of Receipts evidencing the Depositary Shares. 

  
 13 








 SECTION 3.05. Taxes. 

The Company will pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or
delivery of Depositary Shares or shares of Preferred Stock, Common Stock or other securities issued on account of Depositary Shares or certificates representing such shares or securities. The Company will not, however, be required to pay any such
tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Preferred Stock, Depositary Shares, shares of Common Stock or other securities in a name other than that in which the Depositary Shares with respect
to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the registered holder thereof, and will not be required to make any such issuance, delivery or
payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


  
 14 








 ARTICLE IV 

THE PREFERRED STOCK; NOTICES 

SECTION 4.01. Cash Distributions. 

Whenever the Depositary shall receive any cash dividend or other cash distribution on the deposited Preferred Stock, including any cash
received upon redemption of any shares of Preferred Stock pursuant to Section 2.09 or Section 2.10, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.04 such amounts of such sum 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 by law to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Stock represented by the Receipts held by any holder an amount on account of taxes or as otherwise required by law,
regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly. The Depositary, however, shall distribute
or make available for distribution, as the case may be, only such amount as can be distributed without attributing to any holder of Receipts a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so
distributed to registered holders entitled thereto and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next succeeding distribution to
record holders of such Receipts. Each holder of a Receipt shall provide the Depositary with a properly completed Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8) or Form W-9 (which form shall set
forth such holder’s certified taxpayer identification number if requested on such 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 distribution to be made hereunder. 
 SECTION 4.02.
Distributions Other Than Cash. 
 Whenever the Depositary shall receive any distribution other than cash on the deposited
Preferred Stock, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The
Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have been registered under the Securities Act or do not
need to be registered. 
 SECTION 4.03. Rights, Preferences or Privileges. 

(a) If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the
books of the Company any rights, 

  
 15 








 
preferences or privileges of any 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 (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or
privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to
the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and provided with an opinion of counsel that if the Depositary undertakes
such actions it will not be deemed an “issuer” under the Securities Act or an “investment company” under the Investment Company Act of 1940, as amended, and if applicable laws or the terms of such rights, preferences or
privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.01 and
Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights,
preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. 

(b) If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement
pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable 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 unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall
have provided to the Depositary an opinion of counsel to such effect. 
 (c) If any other action under the law of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such
requirement and to use its commercially reasonable 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. 
 (d) The Depositary will not be deemed to have any knowledge of any item for which it is supposed
to receive notification under any Section of this Deposit Agreement unless and until it has received such notification. 

  
 16 








 SECTION 4.04. Notice of Dividends; Fixing of Record Date for Holders of Receipts.

 Whenever any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any
rights, preferences or privileges shall at any time be offered, with respect to the deposited Preferred Stock, or whenever the Depositary shall receive notice of (i) any meeting at which holders of such Preferred Stock are entitled to vote or
of which holders of such Preferred Stock are entitled to notice or (ii) any election on the part of the Company to redeem any shares of such Preferred Stock, 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 the 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, to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or whose Depositary Shares are to be so redeemed. 

SECTION 4.05. Voting Rights. 

Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice, by electronic mail or first-class postage prepaid mail, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice
of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the request of a holder of a
Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such
request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same
voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share
is entitled to 1/25th of a vote. The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred
Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote the amount of Preferred Stock represented by such Depositary Shares. The Depositary shall not
exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 
 SECTION 4.06.
Changes Affecting Preferred Stock and Reorganization Events. 
 Upon any change in liquidation preference, par or stated
value, split-up, combination or any other reclassification of the Preferred Stock, any Reorganization Event or any exchange of the Preferred Stock for cash, securities or other property, the Depositary shall, upon the written instructions of the
Company setting forth any of the following adjustments, (i) reflect such adjustments in the Depositary’s books and records in the fraction of an interest represented by 

  
 17 








 
one Depositary Share in one share of Preferred Stock as may be required by or as is consistent with the provisions of the Certificate of Designation to fully reflect the effects of such change in
liquidation preference, par or stated value, split-up, combination or other reclassification of Preferred Stock, of such Reorganization Event or of such exchange and (ii) treat any shares of stock or other securities or property (including
cash) that shall be received by the Depositary in exchange for or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of
holders thereof in the new deposited property so received in exchange for or in respect of such Preferred Stock. In any such case the Depositary may, upon the receipt of written request of the Company, execute and deliver additional Receipts, or may
call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. 

SECTION 4.07. Inspection of Reports. 

The Depositary shall make available for inspection by holders of Receipts at the Depositary 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 Company that are both received by the Depositary as the holder of deposited Preferred Stock and made generally available to the holders of the
Preferred Stock. In addition, the Depositary shall transmit, upon written request by the Company, certain notices and reports to the holders of Receipts as provided in Section 5.11. 

SECTION 4.08. Lists of Receipt Holders. 

Promptly upon request from time to time by the Company, the Registrar shall furnish to the Company a list, as of a recent date specified by
the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Registrar. 

SECTION 4.09. Withholding. 

Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property
is subject to any tax or other governmental charge which 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, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to
the number of Depositary Shares held by them, respectively; 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. 

  
 18 








 ARTICLE V 

THE DEPOSITARY AND THE COMPANY 

SECTION 5.01. Appointment of Calculation Agent. 

The Company hereby appoints Wilmington Trust, National Association as Calculation Agent with respect to the Preferred Stock. The Calculation
Agent hereby accepts its appointment for the purposes of calculating the dividend rate of the Preferred Stock for each dividend payment period, upon the terms and conditions set forth herein. 

SECTION 5.02. Calculation of Dividend Rate. 

The Calculation Agent shall calculate the dividend rate of the Preferred Stock for each dividend payment period in accordance with the
Company’s Certificate of Incorporation and shall communicate the same to the Company on the LIBOR determination date (as defined in the Certificate of Incorporation) for each dividend payment period. The Company shall communicate such rate to
the Transfer Agent for the Preferred Stock. 
 SECTION 5.03. Status of Calculation Agent. 

Any acts taken by the Calculation Agent under this Agreement or in connection with the Preferred Stock including, specifically, but without
limitation, the calculation of any dividend rate for the Preferred Stock, shall be deemed to have been taken by the Calculation Agent solely in its capacity as an agent acting on behalf of the Company and shall not create or imply any obligation to,
or any trust or agency relationship with, any of the beneficial owners or holders of the Receipts. 
 SECTION 5.04. Notice of Dividend
Rate. 
 To the extent the Depositary is not the Calculation Agent, the Company shall notify the Depositary of the dividend rate on
the LIBOR determination date (as defined in the Certificate of Incorporation). 
 SECTION 5.05. Rights, Protections, Privileges and
Indemnities of Calculation Agent. 
 The Calculation Agent shall be entitled to all of the rights, protections, privileges and
indemnities as are granted to the Depositary pursuant to this Deposit Agreement. 
 SECTION 5.06. Maintenance of Offices, Agencies and
Transfer Books by the Depositary and the Registrar. 
 (a) The Depositary shall maintain at the Depositary Office facilities for the
execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary’s Agents, if any, facilities for the delivery,
transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. 

  
 19 








 (b) The Registrar shall keep books at the Depositary Office for the registration and transfer of
Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts as provided by applicable law. The Company may cause the Registrar to 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. 
 (c) If the Receipts or the Depositary Shares evidenced
thereby or the Preferred Stock represented by such Depositary Shares shall be listed on the NASDAQ Global Select Market or any other stock exchange, the Depositary and the Company hereby appoint the Registrar to serve as the registrar for
registration of such Receipts or Depositary Shares in accordance with the requirements of such exchange. The Registrar may be removed from serving as the registrar for registration of the Receipts or Depositary Shares in accordance with the
requirements of the listing stock exchange by the Depositary or the Company, in which case the Company shall appoint a substitute registrar. If the Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock
exchanges, the Registrar will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by
law or applicable stock exchange regulations. 
 SECTION 5.07. Prevention or Delay in Performance by the Depositary, the
Depositary’s Agents, the Registrar or the Company. 
 None of the Depositary, any Depositary’s Agent, any Registrar, any
Transfer Agent, or 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 or Transfer Agent, by reason of any provision, present or future, of the Certificate of Incorporation or, in the case of the Company, the Depositary, the Depositary’s
Agent, the Transfer Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary’s Agent, the Transfer Agent, the Registrar or the Company shall be
prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, the Transfer Agent, any Registrar or the Company
incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of
any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. 
 SECTION 5.08. Obligations of the
Depositary, the Depositary’s Agents, the Registrar and the Company. 
 (a) Except as otherwise provided by this Deposit
Agreement (including without limitation Section 5.12), the Company does not assume any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts


  
 20 








 
or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement.
Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent or Registrar assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts, the Company or any other person or entity
other than for its bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction).
Notwithstanding anything to the contrary contained herein, neither the Depositary, nor any Depositary’s Agent nor any Transfer Agent or Registrar shall be liable for any special, indirect, incidental, consequential, punitive or exemplary
damages, including but not limited to, lost profits, even if such person or entity alleged to be liable has knowledge of the possibility of such damages. Any liability of the Depositary and any Registrar or Transfer Agent under this Deposit
Agreement will be limited to the amount of annual fees paid by the Company to the Depositary or any Registrar or Transfer Agent. 
 (b) None
of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Stock,
Depositary Shares or Receipts that 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. 

(c) None of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or 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 provided by any person presenting Preferred Stock for deposit or any holder of a Receipt. The Depositary, any Depositary’s Agent, any Registrar or
Transfer Agent and the Company may each rely and shall each be protected in acting 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. 

(d) In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and
the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06
in connection with any action so taken. 
 (e) The Depositary shall not be responsible for any failure to carry out any instruction to vote
any of the deposited Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action does not result from bad faith, gross negligence or willful misconduct of the Depositary (which bad faith, gross
negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to
perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or Transfer Agent. 

(f) The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar or Transfer Agent may own, buy,
sell or deal in any class of securities of the 

  
 21 








 
Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or
lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or
act in any other capacity for the Company or its affiliates. 
 (g) It is intended that neither the Depositary nor any Depositary’s
Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only
in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in
its capacity as Depositary. 
 (h) Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any
Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are 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 therein or herein; provided, however, that the Depositary is responsible for its
representations in this Deposit Agreement. 
 (i) The Company agrees that it will register the deposited Preferred Stock and the Depositary
Shares in accordance with the applicable securities laws. 
 (j) In the event the Depositary, the Depositary’s Agent or any Registrar
or Transfer Agent believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, the Depositary, the Depositary’s Agent,
Transfer Agent or Registrar shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and the Depositary, the Depositary’s Agent, Transfer Agent
or Registrar shall be fully protected and shall incur no liability to any person from refraining from taking such action, absent bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be
determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or
(ii) the Depositary, the Depositary’s Agent, Transfer Agent or Registrar receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of the Depositary,
the Depositary’s Agent, Transfer Agent or Registrar. 
 (k) Whenever in the performance of its duties under this Deposit Agreement, the
Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Executive Vice President,


  
 22 








 
the Chief Financial Officer, Controller, the Treasurer, any Assistant Treasurer, Chief Executive Officer, the Secretary or Assistant Secretary of the Company and delivered to the Depositary, the
Depositary’s Agent, Transfer Agent or Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, the Depositary’s Agent, Transfer Agent or Registrar, and the Depositary, the Depositary’s
Agent, Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary, the Depositary’s
Agent, Transfer Agent or Registrar shall not be liable for or by reason of any of the statements of fact or recitals contained in this Deposit Agreement or in the Receipts (except its countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have been made by the Company only. 
 (l) The Depositary, the Depositary’s
Agent, Transfer Agent or Registrar will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Stock or Depositary
Shares. 
 (m) Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designation shall affect the rights,
duties, obligations or immunities of the Depositary, Transfer Agent, the Depositary’s Agent or Registrar hereunder. 
 (n) The
Depositary, Transfer Agent and any Registrar hereunder: 
  

	 	(i)	shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; 


 

	 	(ii)	shall have no obligation to make payment hereunder unless the Company shall have provided immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect
thereto; 

  

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


 

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


 

	 	(v)	 may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with




  
 23 









	 	
respect to any matter relating to such person’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company;


  

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

  

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

  

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


 

	 	(ix)	shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit
Agreement or any documents or papers deposited or called for under this Deposit Agreement. 

 (o) The obligations of the
Company set forth in this Section 5.08 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. 

SECTION 5.09. Resignation and Removal of the Depositary; Appointment of Successor Depositary. 

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

(b) 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 and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by electronic mail or first-class mail, postage
prepaid, to the holders of Receipts. 
 (c) 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 an entity having its principal office in the United States of America and having a combined capital
and surplus of at least $50,000,000. If a successor depositary shall not have been appointed and have accepted appointment in 60 days, the resigning Depositary may petition a court of competent jurisdiction to appoint 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 

  
 24 








 
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 rights, title and interest in the deposited 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. 
 (d) Any corporation or other
entity into or with which the Depositary may be merged, consolidated or converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary
without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary. 

(e) The provisions of this Section 5.09 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically
enumerated herein. 
 SECTION 5.10. Resignation and Removal of the Calculation Agent; Appointment of Successor Calculation
Agent. 
 (a) The Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 30 days after the receipt of such notice by the Company, unless the Company agrees to
accept less notice. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such
resignation or removal shall take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation
Agent has not been appointed, the Calculation Agent may, at the expense of the Company, petition a court of competent jurisdiction to appoint a successor Calculation Agent. A successor Calculation Agent shall be appointed by the Company by an
instrument in writing signed on behalf of the Company and the successor Calculation Agent. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such
Calculation Agent hereunder. Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all
out-of-pocket expenses incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder. 

(b) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor
Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. 

  
 25 








 (c) Any corporation into which the Calculation Agent may be merged, or any corporation with which
the Calculation Agent may be consolidated, or any corporation resulting from any merger or consolidation or to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its corporate trust assets or business shall, to
the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, consolidation or
sale shall forthwith be given to the Company. 
 (d) Notwithstanding any other provision of this Deposit Agreement (including the provisions
of Section 6.02), so long as any shares of Preferred Stock remain outstanding, the obligations of the Calculation Agent under this Deposit Agreement shall survive until the Calculation Agent resigns or is removed in accordance with the
provisions of this Section 5.10. 
 SECTION 5.11. Notices, Reports and Documents. 

The Company agrees that it will deliver to the Depositary and the Depositary will promptly after receipt of such notice, transmit to the
record holders of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices and reports generally made available by the Company to holders of the Preferred Stock and not otherwise made publicly available.
Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the record
holders of Receipts at the Company’s expense such other documents as may be requested by the Company. 
 SECTION 5.12.
Indemnification by the Company. 
 The Company shall indemnify the Depositary, any Depositary’s Agent and any Transfer
Agent or Registrar against, and hold each of them harmless from, any loss, liability, damage, cost or expense (including the costs and expenses of defending itself) which may arise out of (i) acts performed or omitted in connection with this
Deposit Agreement and the Receipts (a) by the Depositary, any Transfer Agent or Registrar or any of their respective agents (including any Depositary’s Agent), except for any liability arising out of bad faith, gross negligence or willful
misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the respective parts of any such person or persons, or
(b) by the Company or any of its agents, or (ii) the offer, sale or registration of the Receipts or shares of Stock pursuant to the provisions hereof. The obligations of the Company set forth in this Section 5.12 shall survive the
replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. In no event shall the Depositary have any right of set off or counterclaim against the Depositary
Shares or the Preferred Stock. 
 SECTION 5.13. Fees, Charges and Expenses. 

No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this
Section 5.13. The Company shall pay all 

  
 26 








 
transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement. The Company shall also pay all fees and expenses of the Depositary and the
Calculation Agent in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of
the Preferred Stock by holders of Receipts as previously agreed between the Depositary and the Company. All other fees and expenses of the Depositary, the Calculation Agent and any Depositary’s Agent hereunder and of any Registrar or Transfer
Agent (including, in each case, fees and expenses of counsel) incurred in the preparation, delivery, amendment, administration and execution of this Deposit Agreement and incident to the performance of their respective obligations hereunder will be
paid by the Company as previously agreed between the Depositary and the Company or any Registrar or Transfer Agent; provided that Holders of Depositary Shares shall pay any transfer fees, taxes or governmental charges and other such charges as
expressly provided in this Deposit Agreement. The Depositary and the Calculation Agent (and if applicable, the Transfer Agent and Registrar) shall present its statement for fees and expenses to the Company annually or at such other intervals as the
Company and the Depositary may agree. 

  
 27 








 ARTICLE VI  

AMENDMENT AND TERMINATION 

SECTION 6.01. Amendment. 

The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the
Company and the Depositary without the consent of holders of Receipts in any respect that the Company and the Depositary 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 that are payable by the Company) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders
of the Preferred Stock pursuant to the Certificate of Incorporation shall be effective unless such amendment shall have been approved by the holders of Receipts evidencing at least a majority of the affected Depositary Shares then outstanding. In no
event shall any amendment impair the right, subject to the provisions of Section 2.05 and Article III, of any holder of any Receipts evidencing such Depositary Shares to surrender any Receipt with instructions to the Depositary to deliver to
the holder the deposited Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law. Every holder who retains or acquires Receipts after an amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby. 

SECTION 6.02. Termination. 

(a) This Deposit Agreement may be terminated by the Company upon not less than 35 days’ prior written notice to the Depositary, and the
Depositary shall give notice of the termination to record holders of all outstanding Depositary Shares not less than 30 days’ before the termination date. In the event of such termination, the Depositary shall deliver or make available to each
holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional shares of deposited Preferred Stock as are represented by the Depositary Shares evidenced by such Receipt, together with any other property
held by the Depositary in respect of such Receipt. This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed in accordance with the provisions hereof or (ii) there shall have been
made a final distribution in respect of the deposited 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 Receipts entitled thereto. 

(b) Upon the termination of this Deposit Agreement, the Depositary shall discontinue the transfer of Depositary Receipts, suspend the
distribution of dividends and not give any further notices (other than notice of such termination) or perform any further acts, except that the Depositary will continue to collect dividends and other distributions on the Preferred Stock and deliver
such dividends along with the Preferred Stock certificates in exchange for Receipts surrendered. At any time after the expiration of three years from the date of termination, the Depositary may sell the Preferred Stock and hold the proceeds of such
sale, without interest, for the benefit of the record holders of Receipts who have not then surrendered their Receipts. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except to account
for the proceeds of such sale. 

  
 28 








 (c) 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 Transfer Agent or Registrar under Section 5.12 and Section 5.13. 

(d) Upon the termination of this Deposit Agreement, the Calculation Agent shall be discharged from all obligations under this Deposit
Agreement except for its obligations with respect to the Preferred Stock under Sections 5.02 and 5.03, which shall continue until the earlier of such time as (i) a successor calculation agent is appointed pursuant to Section 5.10 or
(ii) no shares of Preferred Stock are outstanding. 

  
 29 








 ARTICLE VII 

MISCELLANEOUS 
 SECTION
7.01. 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 shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. 

SECTION 7.02. Exclusive Benefits 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 7.03. 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; provided, however, that if such
provision affects the rights, duties, liabilities or obligations of the Depositary, the Depositary shall be entitled to resign immediately. 

SECTION 7.04. Notices. 

(a) 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 facsimile transmission confirmed by letter, addressed to the Company at: 
 Fifth Third
Bancorp 
 38 Fountain Square Plaza 

Cincinnati, Ohio 45263 
 Tel:
(513) 534-4300 
 Fax: (513) 534-6757 

Attention: Mary E. Tuuk, Executive Vice President of Corporate Services and 

Board Secretary 
 with a copy to:

 Graydon Head & Ritchey, LLP 

511 Walnut Street 
 Cincinnati,
Ohio 45202 

  
 30 








 Tel: (513) 621-6464 

Fax: (513) 651-3836 

Attention: Richard G. Schmalzl, Esquire 

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

(b) Any notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given
if personally delivered or sent by mail, or telecopier confirmed by letter, addressed to the Depositary: 
 Wilmington Trust, National
Association 
 Rodney Square North 

1100 N. Market Street 

Wilmington, Delaware 19890 
 Tel:
(302) 636-6398 
 Fax: (302) 636-4145 

Attention: Global Capital Markets 

with a copy to: 

Alston & Bird LLP 
 Bank
of America Plaza 
 101 South Tryon Street 

Suite 4000 
 Charlotte, NC 28280

 Tel: (704) 444-1295 

Fax: (704) 444-1795 

Attention: Jason J. Solomon, Esquire 

(c) Any notices to be given to the Transfer Agent or Registrar 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 telecopier confirmed by letter, addressed to the Transfer Agent or Registrar: 

American Stock Transfer & Trust Company, LLC 

6201 15th Avenue 

Brooklyn, New York 11219 

Attention: Wendy Cappiello 
 with
a copy to: 
 American Stock Transfer & Trust Company, LLC 

10150 Mallard Creek Road 
 Suite
307 
 Charlotte, North Carolina 28262 

Attention: Felix Orihuela 

  
 31 








 (d) Any notices given to any record holder of a Receipt hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if personally delivered or sent by mail, recognized next-day courier service or telecopier confirmed by letter, addressed to such record holder at the address of such record holder as it appears
on the books of the Depositary provided that any record holder may direct the Depositary to deliver notices to such record holder at an alternate address or in a specific manner that is reasonably requested by such record holder in a written request
timely filed with the Depositary and that is reasonably acceptable to the Depositary. 
 (e) Delivery of a notice sent by mail 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 message) is deposited, postage prepaid, in a post office letter box, or in the case of a next-day courier
service, when deposited with such courier, courier fees prepaid. The Depositary or the Company may, however, act upon any facsimile message received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile message
shall not subsequently be confirmed by letter as aforesaid. 
 SECTION 7.05. Depositary’s Agents. 

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

SECTION 7.06. Holders of Receipts Are Parties. 

The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance of delivery thereof to the same extent as though such person executed this Deposit Agreement. 

SECTION 7.07. Governing Law. 

This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and
construed in accordance with, the law of the State of Delaware applicable to agreements made and to be performed in said State, without regard to conflicts of laws principles thereof. 

SECTION 7.08. Inspection of Deposit Agreement and Certificate of Designation. 

Copies of this Deposit Agreement and the Certificate of Designation shall be filed with the Depositary and the Depositary’s Agents and
shall be open to inspection during business hours at the Depositary Office by any holder of any Receipt. 
 SECTION 7.09.
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 to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 

  
 32 








 IN WITNESS WHEREOF, the parties hereto 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. 

 

			
	FIFTH THIRD BANCORP,
	as Issuer
	
	 /s/ James C. Leonard

	By:	 	
	Name:	 	James C. Leonard
	Title:	 	Senior Vice President
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Depositary and Calculation Agent,

	
	 /s/ Michael H. Wass

	By:	 	
	Name:	 	Michael H. Wass
	Title:	 	Assistant Vice President
	
	 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

as Transfer Agent and Registrar,

	
	 /s/ Michael A. Nespoli

	By:	 	
	Name:	 	Michael A. Nespoli
	Title:	 	Executive Director



  
 33 








 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”),
NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
CERTIFICATE OF DESIGNATION REFERRED TO BELOW. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN
COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. 
 Certificate
Number                Number of Depositary Shares 

  
 34 








 FIFTH THIRD BANCORP 

RECEIPT FOR DEPOSITARY SHARES 

EACH REPRESENTING 1/25TH OF A SHARE OF 

4.90% FIXED-TO-FLOATING RATE NON-CUMULATIVE 

PERPETUAL PREFERRED STOCK, SERIES J 

(LIQUIDATION PREFERENCE $25,000 PER SHARE) 

Wilmington Trust, National Association, as Depositary (the “Depositary”), hereby certifies that
                                         is the
registered owner of Depositary Shares (“Depositary Shares”), each Depositary Share representing 1/25th of an ownership interest in a share of 4.90% Fixed-To-Floating Rate Non-Cumulative
Perpetual Preferred Stock, Series J, liquidation preference of $25,000 per share (the “Stock”), of Fifth Third Bancorp, an Ohio corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the
benefits of the Deposit Agreement dated June 5, 2014 (the “Deposit Agreement”), among the Company, the Depositary, American Stock Transfer & Trust Company, LLC and the holders from time to time of Receipts for Depositary
Shares (“Depositary Share Receipts”). By accepting this Depositary Share Receipts, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Share Receipts 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 or facsimile signature of a duly authorized officer and, if a Registrar in respect
of the Depositary Share Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar. 

Dated: 
  

					
		  	Wilmington Trust, National Association, as Depositary
			
		  	By:	  	  

		  		  	Authorized Signatory
		
	Countersigned:	  	American Stock Transfer & Trust Company, LLC, as Registrar
			
		  	By:	  	  

		  		  	Authorized Signatory


  
 35 








 [FORM OF REVERSE OF RECEIPT] 

The following abbreviations when used in the instructions on the face of this receipt shall be construed as though they were written out in
full according to applicable laws or regulations. 
  

			
	TEN COM - as tenant in common	 	UNIF GIFT MIN ACT -
		
	Custodian	 	
		
	(Cust) (Minor)	 	
		
	TEN ENT - as tenants by the entireties	 	Under Uniform Gifts to Minors Act

 JT TEN - as joint tenants with right of survivorship and not as tenants in common 

(State) 
 Additional
abbreviations may also be used though not in the above list. 
 ASSIGNMENT 

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

PLEASE INSERT SOCIAL SECURITY OR 

OTHER IDENTIFYING NUMBER OF ASSIGNEE, AS APPLICABLE 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 

INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

Depositary Shares represented by the within 

Receipt, and do 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 whatever. 
 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. 

  
 36 








 EXHIBIT B 

CERTIFICATE OF DESIGNATION 

See Exhibit 4.1 to Form 8-K filed by Fifth Third Bancorp on June 5, 2014 for a copy of the Amendment to the Articles of Incorporation, as
amended. 

  
 37