First Guaranty Bancshares, Inc. 8-K


 Exhibit
4.2

DEPOSIT
AGREEMENT


among


FIRST
GUARANTY BANCSHARES, INC.


and


ZIONS
BANCORPORATION, NATIONAL ASSOCIATION, as Depositary,


and


THE
HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


Dated as of April 27, 2021




     


     


    

table
of contents




	Article I
    DEFINED TERMS	1
	Section 1.1   Definitions.	1
	Article II
    FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	3
	Section 2.1   Form
    and Transfer of Receipts.	3
	Section 2.2   Deposit
    of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.	4
	Section 2.3   Registration
    of Transfer of Receipts.	5
	Section 2.4   Split-ups
    and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock.	5
	Section 2.5   Limitations
    on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.	6
	Section 2.6   Lost
    Receipts, etc.	6
	Section 2.7   Cancellation
    and Destruction of Surrendered Receipts.	6
	Section 2.8   Redemption
    of Series A Preferred Stock.	7
	Section 2.9   Receipts
    Issuable in Global Registered Form.	8
	Article III
    CERTAIN OBLIGATIONS OF HOLDERS OF  RECEIPTS AND THE CORPORATION	9
	Section 3.1   Filing
    Proofs, Certificates and Other Information.	9
	Section 3.2   Payment
    of Taxes or Other Governmental Charges.	9
	Section 3.3   Warranty
    as to Series A Preferred Stock.	9
	Section 3.4   Warranty
    as to Receipts.	10
	Article IV
    THE DEPOSITED SECURITIES; NOTICES	10
	Section 4.1   Cash
    Distributions.	10
	Section 4.2   Distributions
    Other than Cash, Rights, Preferences or Privileges.	10
	Section 4.3   Subscription
    Rights, Preferences or Privileges.	11
	Section 4.4   Notice
    of Dividends, etc.; Fixing Record Date for Holders of Receipts.	12
	Section 4.5   Voting
    Rights.	12
	Section 4.6   Changes
    Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	12
	Section 4.7   Delivery
    of Reports.	13
	Section 4.8   Lists
    of Receipt Holders.	13
	Article V
    THE DEPOSITARY, THE DEPOSITARY’S AGENTS,  THE REGISTRAR AND THE CORPORATION	13
	Section 5.1   Maintenance
    of Offices, Agencies and Transfer Books by the Depositary; Registrar.	13
	Section 5.2   Prevention
    of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.	14
	Section 5.3   Obligations
    of the Depositary, the Depositary’s Agents, the Registrar and the Corporation.	14



    -i-


     


    



	Section 5.4   Resignation
    and Removal of the Depositary; Appointment of Successor Depositary.	16
	Section 5.5   Corporate
    Notices and Reports.	17
	Section 5.6   Indemnification
    by the Corporation.	17
	Section 5.7   Fees,
    Charges and Expenses.	18
	Section 5.8   Tax
    Compliance.	18
	Article VI
    AMENDMENT AND TERMINATION	18
	Section 6.1   Amendment.	18
	Section 6.2   Termination.	19
	Article VII
    MISCELLANEOUS	19
	Section 7.1   Counterparts.	19
	Section 7.2   Exclusive
    Benefit of Parties.	19
	Section 7.3   Invalidity
    of Provisions.	19
	Section 7.4   Notices.	19
	Section 7.5   Depositary’s
    Agents.	20
	Section 7.6   Appointment
    of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of Receipts.	20
	Section 7.7   Holders
    of Receipts Are Parties.	21
	Section 7.8   Governing
    Law.	21
	Section 7.9   Inspection
    of Deposit Agreement.	21
	Section 7.10   Headings.	21
	Section 7.11   Confidentiality.	21
	Section 7.12   Force
    Majeure.	21








    -ii-


     


    

deposit
agreement


DEPOSIT AGREEMENT
dated as of April 27, 2021, by and among (i) First Guaranty Bancshares, Inc., a Louisiana corporation, (ii) Zions Bancorporation,
National Association, a national banking association organized under the federal laws of the United Stated, as Depositary, and
(iii) the Holders from time to time of the Receipts described herein.


WHEREAS, it is
desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series A Preferred Stock
of the Corporation with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of
Receipts evidencing Depositary Shares in respect of the Series A Preferred Stock so deposited; and


WHEREAS, the Receipts
are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this Deposit Agreement;


NOW, THEREFORE,
in consideration of the premises, the parties hereto agree as follows:


Article I

DEFINED TERMS


Section 1.1           
Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms
used in this Deposit Agreement:


“Articles
of Amendment” shall mean the Articles of Amendment to the Restated Articles of Incorporation of First Guaranty Bancshares,
Inc. filed with the Secretary of State of the State of Louisiana to establish the Series A Preferred Stock as a series of preferred
stock of the Corporation.


“Corporation”
shall mean First Guaranty Bancshares, Inc., a Louisiana corporation, and its successors.


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


“Depositary”
shall be defined as indicated in the preamble and shall include any successor as Depositary hereunder.


“Depositary
Shares” shall mean the depositary shares, each representing 1/40th of one share of the Series A Preferred Stock, evidenced
by a Receipt.


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


“Depositary’s
Office” shall mean the principal office of the Depositary at which at any particular time its depositary receipt business
shall be administered, which at the date of this Deposit Agreement is located at One South Main, Salt Lake City, Utah 84133-1109.


“DTC”
shall mean the Depository Trust Company.




    1 


     


    

“Effective
Date” shall mean the date first stated above.


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


(1)       (A) the
Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is
no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer
eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has not appointed
a qualified successor Global Receipt Depository within 90 calendar days after the Corporation received such notice, or


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


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable
law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended.


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


“Letter of
Representations” shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository
with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts,
as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


“Officer’s
Certificate” shall mean a certificate in substantially the form set forth as Exhibit B hereto, which is signed
by an officer of the Corporation and which shall include the terms and conditions of the Series A Preferred Stock to be issued
by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof.


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


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


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





    2 


     


    

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


“Series A
Preferred Stock” shall mean the shares of the Corporation’s 6.75% Fixed-Rate Non-Cumulative Perpetual Series A Preferred
Stock, par value $1,000 per share, with a liquidation preference of $1,000 per share, designated in the Articles of Amendment.


Article II

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


Section 2.1           
Form and Transfer of Receipts. The definitive Receipts shall be substantially in the form set forth in Exhibit A
annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation
of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2,
shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially
of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable
delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon
surrender of the temporary Receipts at an office described in the last paragraph of Section 2.2. Upon surrender for cancellation
of any one or more temporary Receipts, the Depositary 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 Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects
be entitled to the same benefits under this Agreement as definitive Receipts. Notwithstanding anything in this Deposit Agreement
to the contrary, Receipts may be issued electronically or otherwise in book-entry format.


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


Receipts shall
be in denominations of any number of whole Depositary Shares.



    3 


     


    




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


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


Section 2.2           
Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions
of this Deposit Agreement, the Corporation may from time to time deposit shares of Series A Preferred Stock under this Deposit
Agreement by delivery to the Depositary via electronic book-entry such shares of Series A Preferred Stock to be deposited, 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 an executed Officer’s Certificate attaching the Articles of Amendment and all other information
required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate
the number of Depositary Shares representing such deposited Series A Preferred Stock. Each Officer’s Certificate delivered
to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit
Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate
relates.


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


Upon receipt via
electronic book-entry by the Depositary of shares of Series A Preferred Stock deposited in accordance with the provisions of this
Section 2.2, together with the other documents required as above specified, and upon recordation of the Series A Preferred
Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the
person or persons named in the written order delivered to the Depositary in accordance with the first paragraph of this Section 2.2,
a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series A Preferred Stock so
deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and
deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate.
Delivery at other offices shall be at the risk and expense of the person requesting such delivery.



    4 


     


    




Section 2.3           Registration
of Transfer of Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer. Such instrument of transfer shall include evidence
of the authority of the party seeking transfer which shall include a signature guarantee from an eligible guarantor institution
participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence
of authority that may be required by the Depositary. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing
the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new
Receipt or Receipts to or upon the order of the person entitled thereto. The Depositary shall not be required (i) to issue,
transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary
Shares and Series A Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of
redemption, or (ii) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole
or in part except as provided in Section 2.8.


Section 2.4           
Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock. Upon surrender
of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to
or upon the order of the Holder of the Receipt or Receipts so surrendered.


Any Holder of a
Receipt or Receipts may withdraw the number of whole shares of Series A Preferred Stock and all money and other property, if any,
represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the
Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder,
or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series A Preferred
Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders
of such whole shares of Series A Preferred Stock will not thereafter be entitled to deposit such Series A Preferred Stock hereunder
or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the
number of whole shares of Series A Preferred Stock, the Depositary shall at the same time, in addition to such number of whole
shares of Series A Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject
to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares.


In no event will
fractional shares of Series A Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of
the Series A Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates,
documents of title and other instruments as the Depositary may deem appropriate.




    5 


     


    

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


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


Section 2.5           
Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the
Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by
the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity
and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Corporation
may establish consistent with the provisions of this Deposit Agreement and/or applicable law. The deposit of the Series A Preferred
Stock may be refused, the delivery of Receipts against Series A Preferred Stock may be suspended, the registration of transfer
of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during
any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary
or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because
of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.


Section 2.6           
Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion
may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of
and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary
of evidence satisfactory to the Depositary of such mutilation, destruction or loss or theft of such Receipt, of the authenticity
thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing the Depositary with an affidavit and bond
satisfactory to the Corporation.


Section 2.7           
Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary’s
Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized
and directed to destroy all Receipts so cancelled.



    6 


     


    




Section 2.8            Redemption
of Series A Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series A
Preferred Stock in accordance with the terms of the Articles of Amendment, it shall (unless otherwise agreed to in writing
with the Depositary) give or cause to be given to the Depositary, not less than 15 days and not more than 60 days prior to
the Redemption Date (as defined below), notice of the date of such proposed redemption of Series A Preferred Stock and of the
number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be
accompanied by a certificate from the Corporation stating that such redemption of Series A Preferred Stock is in accordance
with the provisions of the Articles of Amendment. On the Redemption Date, provided that the Corporation shall then have paid
or caused to be paid in full to the Depositary the redemption price of the Series A Preferred Stock to be redeemed, plus an
amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, in
accordance with the provisions of the Articles of Amendment, the Depositary shall redeem the number of Depositary Shares
representing such Series A Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series
A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series A
Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 15 days and not more than 60 days prior to
the date fixed for redemption of such Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to
the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as
they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares
to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall
affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the
Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by
such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts representing
such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of
the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption
Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected either pro rata or by lot.


Notice having been
mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide
the funds necessary to redeem the Series A Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends
on the shares of Series A Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the
Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the
Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of
this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance
with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or
assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the
Depositary at a redemption price per Depositary Share equal to 1/40th of the redemption price per share of Series A Preferred
Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid
by the Corporation in respect of dividends (and not previously distributed to the Holders of Depositary Shares) in accordance
with the provisions of the Articles of Amendment.




    7 


     


    

If fewer than all
of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.


The Corporation
shall be entitled to receive, from time to time, from the Depositary any interest accrued on such funds deposited with the Depositary,
and the holders of any Receipts called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed
at the end of two years from the applicable Redemption Date shall, to the extent permitted by law, be repaid by the Depositary
to the Corporation.


Section 2.9           
Receipts Issuable in Global Registered Form. If the Corporation shall determine in a writing delivered to the Depositary
that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary
shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts
evidencing the Receipts, which (i) shall represent, and shall be equal to, the Receipts to be represented by such Global
Registered Receipt or Global Registered Receipts, and (ii) shall be registered in the name of the Global Receipt Depository
therefor or its nominee.


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


If an Exchange
Event has occurred with respect to any Global Registered Receipt, then the Depositary shall, upon receipt of a written order from
the Corporation for the execution and




    8 


     


    

delivery of individual definitive registered
Receipts in exchange for such Global Registered Receipt, execute and deliver individual definitive registered Receipts, in an
aggregate amount equal to the Global Registered Receipt so exchanged, in exchange for such Global Registered Receipt.


Definitive registered
Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.9 shall be registered in such names as
the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct
the Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose names such Receipts are so registered.


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


Article III

CERTAIN OBLIGATIONS OF HOLDERS OF

RECEIPTS AND THE CORPORATION


Section 3.1           
Filing Proofs, Certificates and Other Information. Any Holder of a Receipt may be required from time to time to file such
proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties
as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the
delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series A Preferred Stock
and all money or other property, if any, represented by the Depositary Shares evidenced by a Receipt or the distribution of any
dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed
or such certificates are executed or such representations and warranties are made.


Section 3.2           
Payment of Taxes or Other Governmental Charges. Holders of Receipts shall be obligated to make payments to the Depositary
of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of
Series A Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt
may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld
or any part of or all the Series A Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt
and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such
Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may
be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency.


Section 3.3           
Warranty as to Series A Preferred Stock. The Corporation hereby represents and warrants that the Series A Preferred Stock,
when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive
the deposit of the Series A Preferred Stock and the issuance of the related Receipts.



    9 


     


    




Section 3.4           
Warranty as to Receipts. The Corporation hereby represents and warrants that the Receipts, when issued, will represent
legal and valid interests in the Series A Preferred Stock. Such representation and warranty shall survive the deposit of the Series
A Preferred Stock and the issuance of the Receipts.


Article IV

THE DEPOSITED SECURITIES; NOTICES


Section 4.1           
Cash Distributions. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Series A
Preferred Stock, the Depositary shall, subject to Section 3.1 and Section 3.2, distribute to Record Holders of Receipts
on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however,
that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other
cash distribution in respect of the Series A Preferred Stock an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available
for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts
a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon)
and shall be added to and be treated as part of the next sum received by the Depositary for distribution to Record Holders of
Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number
on a properly completed Form W-8BEN, W-8BEN-E (or other appropriate Form W-8) or W-9, as may be applicable. Each Holder of a Receipt
acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended,
may require withholding by the Depositary of a portion of any of the distributions to be made hereunder.


Section 4.2           
Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary shall receive any distribution
other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, at the direction of
the Corporation, subject to Section 3.1 and Section 3.2, distribute to Record Holders of Receipts on the record date
fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that
the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such Record Holders in accordance with the direction of the Corporation, or
if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes)
the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with
the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially
reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed or
made available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by Section 4.1
in the case of a distribution received in cash. The Corporation shall not make any distribution of any such securities or property
to the Depositary and the




    10 


     


    

Depositary shall not make any distribution
of any such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel
stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection
with such distributions.




Section 4.3           
Subscription Rights, Preferences or Privileges. If the Corporation shall at any time offer or cause to be offered to the
persons in whose names the Series A Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges
to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such instance be made available by the Depositary to the Record Holders of Receipts in such manner
as the Corporation shall direct and the Depositary shall agree, either by the issue to such Record Holders of warrants representing
such rights, preferences or privileges or by such other method as may be approved by the Corporation; provided, however, that
(i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to Holders
of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who
do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the
Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges
available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed by the Depositary to the Record
Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.




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


The Corporation
shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative
authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders
of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable commercial 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.



    11 


     


    




Section 4.4           Notice
of Dividends, etc.; Fixing Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be
offered, with respect to the Series A Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of the Series A Preferred Stock are entitled to vote or of which holders of the Series A Preferred Stock are entitled
to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance
fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance
with the terms of the Series A Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive
such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate
reasons.


Section 4.5           
Voting Rights. Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the
holders of the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to
the Record Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained
in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective
Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy
to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon
the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable
to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares
of Series A Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions
are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order
to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence
of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any
meeting with respect to such Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the
extent of the Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.


Section 4.6           
Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Articles
of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is
a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in
either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation
in the fraction of an interest in one share of Series A Preferred Stock represented by one Depositary Share and in the ratio of
the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be
necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification
of the Series A




    12 


     


    

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


Section 4.7           
Delivery of Reports. The Depositary shall furnish to Holders of Receipts any reports and communications received from the
Corporation which is received by the Depositary and which the Corporation is required to furnish to the holders of the Series
A Preferred Stock.


Section 4.8           
Lists of Receipt Holders. Promptly upon request from time to time by the Corporation, the Depositary shall furnish to it
a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders
of Receipts.


Article V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS,

THE REGISTRAR AND THE CORPORATION


Section 5.1           
Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. The Corporation hereby appoints Zions
Bancorporation, National Association, as Depositary for the Series A Preferred Stock, and Zions Bancorporation, National Association
hereby accepts such appointment as Depositary for the Series A Preferred Stock, on the terms and conditions set forth in this
Deposit Agreement. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities
for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices
of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts,
all in accordance with the provisions of this Deposit Agreement.


The Depositary
shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at
all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting
to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to
such person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary shall promptly notify
the Corporation following the receipt of any such request by a Holder.




    13 


     


    

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


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


Section 5.2           
Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to any
Holder of a Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States
of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar,
by reason of any provision, present or future, of the Corporation’s Restated Articles of Incorporation, as amended or supplemented
(including the Articles of Amendment), or by reason of any act of God or war or other circumstance beyond the control of the relevant
party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or
subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability
to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act
or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of
any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly
set forth in this Deposit Agreement.


Section 5.3           
Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation. Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability
under this Deposit Agreement to Holders of Receipts other than for its gross negligence, willful misconduct or fraud (each as
finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction).


Notwithstanding anything in this
Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the
Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of
any kind whatsoever (including but not limited to lost profits) even if that party has been advised of or has foreseen the
possibility of such damages, other than for its gross negligence, willful misconduct or fraud (each as finally determined by
a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction).





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Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Series A Preferred Stock, the Depositary Shares or the Receipts
which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.


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


The Depositary
shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series A Preferred Stock or
for the manner or effect of any such vote made, as long as any such action or non-action is not due to the willful misconduct
or gross negligence of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform
such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations
shall be read into this Deposit Agreement against the Depositary or any Registrar.


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


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


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





    15 


     


    

From time to time,
the Corporation may provide the Depositary with instructions concerning the services performed by the Depositary under this Deposit
Agreement. In addition, at any time, the Depositary may apply to any officer of the Corporation for instruction, and may consult
with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to
be performed by the Depositary under this Deposit Agreement.


Notwithstanding
anything contained herein to the contrary, excluding the Depositary’s gross negligence, willful misconduct or fraud (each
as finally determined by a non-appealable judgment, order, decree or ruling of a court of competent jurisdiction), the Depositary’s
aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement,
or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is
limited to, and shall not exceed, the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including
reimbursable expenses during the twelve (12) months immediately preceding the event for which recovery from Depositary is being
sought.


The rights and
obligations of the parties under this Section 5.3 shall survive any resignation or succession of any Depositary, Registrar or
Depositary’s Agent and the termination of this Deposit Agreement.


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


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


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




    16 


     


    

interest in the Series A Preferred
Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders
of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary
shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice
of its appointment to the record holders of Receipts.


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


Section 5.5           
Corporate Notices and Reports. The Corporation agrees that it will deliver to the Depositary, and the Depositary will,
promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s
books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of
any national securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Receipts are listed or
by the Corporation’s Restated Articles of Incorporation, as amended or supplemented (including the Articles of Amendment),
to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation
will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition,
the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may
be requested by the Corporation. Unless otherwise required by law, the requirements set forth in this Section 5.5 with respect
to notice to the Record Holders of Receipts (but not to the Depositary) may be satisfied by publicly filing or furnishing such
information with or to the U.S. Securities and Exchange Commission.


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



    17 


     


    




Section 5.7            Fees,
Charges and Expenses. The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the
Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable
out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without gross negligence,
willful misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services
rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in
connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares, all
withdrawals of shares of Series A Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series A
Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental
charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of
Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder
will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a
Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of
such Holder. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the
Corporation and the Depositary may agree.


Section 5.8           
Tax Compliance. The Depositary, on its own behalf and on behalf of the Corporation, will comply with all applicable certification,
information reporting, and withholding (including “backup withholding”) requirements imposed by applicable tax laws,
regulations, or administrative practice with respect to (i) any payments made with respect to the Depositary Shares or (ii) the
issuance, delivery, holding, transfer, redemption, or exercise of rights under the Receipts or the Depositary Shares. Such compliance
shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts
required to be withheld to the appropriate taxing authority or its designated agent. The Depositary shall comply with any direction
received from the Corporation with respect to the application of such requirements to particular payments or Holders or in other
particular circumstances and may, for purposes of this Deposit Agreement, rely on any such direction in accordance with the provisions
of Section 5.3 hereof. The Depositary shall maintain all appropriate records documenting compliance with such requirements,
and shall make such records available on request to the Corporation or to its authorized representatives.


Article VI

AMENDMENT AND TERMINATION


Section 6.1           
Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time
be amended by agreement between the Corporation and the Depositary; provided, however, that no such amendment which shall materially
and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment
shall have been approved by the Holders of Receipts representing in the aggregate at least a majority of the Depositary Shares
then outstanding. Every Holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right, subject to the provisions of Section 2.5 and Section 2.6 and Article III,
of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions
to deliver to the Holder the Series A Preferred Stock and all money and other property, if any, represented thereby, except in
order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission,
or applicable securities exchange.



    18 


     


    




Section 6.2           
Termination. This Deposit Agreement may be terminated by the Corporation or the Depositary if (i) all outstanding
Depositary Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final
distribution in respect of the Series A Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation
and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1
or Section 4.2, as applicable, or (iii) upon the consent of Holders of Receipts representing in the aggregate not less
than a majority of the Depositary Shares outstanding. In addition, either the Corporation or the Depositary may terminate this
Depositary Agreement at any time upon a material breach of this Agreement by the other that is not cured within thirty (30) days
after the date of written notice thereof by the terminating party to the breaching party.


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


Article VII

MISCELLANEOUS


Section 7.1           
Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on
separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts
taken together shall constitute one and the same instrument. A signature to this Deposit Agreement transmitted electronically
shall have the same authority, effect, and enforceability as an original signature.


Section 7.2           
Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.


Section 7.3           
Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts
should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.


Section 7.4           
Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall
be deemed to have been duly given if personally delivered or sent by certified mail, return receipt requested or overnight delivery
service (receipt requested), addressed to the Corporation at:


First Guaranty Bancshares, Inc.


400 East Thomas Street


Hammond, Louisiana 70401


Attention: Alton B. Lewis, Jr.


President and Chief Executive Officer




    19 


     


    

With a copy to:


Pickering & Cotogno


1515 Poydras Street


Suite 1800


New Orleans, Louisiana 70112


Attention: Gary A. Cotogno, Esq.


 


and


 


Phelps Dunbar, LLP


365 Canal Street


Suite 2000


New Orleans, Louisiana 70130


Attention: Mark A. Fullmer, Esq.


 


or at any other addresses of which
the Corporation shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by certified
mail, return receipt requested, or overnight delivery service (receipt requested), addressed to the Depositary at:


Zions Bancorporation, National Association


One South Main


Salt Lake City, Utah 94133-1109


Attention: Shelene Brown


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


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


Notices will be
deemed to have been given hereunder when personally delivered five days after deposit in the U.S. mail and one day after deposit
with an overnight delivery service.


Section 7.5           
Depositary’s Agents. The Depositary may from time to time appoint Depositary’s Agents to act in any respect
for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents
and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation in
advance of any such action.


Section 7.6           
Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of Receipts. The Corporation hereby
appoints the Depositary as Registrar, redemption agent and dividend disbursing agent in respect of the Receipts, and the Depositary
hereby accepts such appointments.





    20 


     


    

Section 7.7           
Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and
shall be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance
of delivery thereof.


Section 7.8           
Governing Law. This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions
hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect
to applicable conflicts of law principles.


Section 7.9           
Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s
Agents and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the
Depositary’s Agents, if any, by any Holder of a Receipt.


Section 7.10       
Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit
A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts
or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.


Section 7.11       
Confidentiality. The Depositary and the Corporation agree that all books, records, information and data pertaining to the
business of the other party, including without limitation personal, non-public Holder information and the fees for services, which
are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process.


Section 7.12       
Force Majeure. Notwithstanding anything to the contrary contained herein, no party hereunder will be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, civil unrest,
or epidemics, pandemics, outbreaks of infectious diseases or any other public health crises (any such event, a “Force Majeure
Event”). If a Force Majeure Event occurs, each affected party’s obligations under this Deposit Agreement shall be
postponed for such time as its performance is suspended or delayed on account thereof and such party shall use its commercially
reasonable efforts to remove such Force Majeure Event as soon as and to the extent reasonably and practically possible.


[Remainder
of page intentionally left blank; signature page follows.]




    21 


     


    

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


	 	FIRST GUARANTY BANCSHARES,
    INC.
	 	 

         

        By: /s/ Alton B. Lewis, Jr.

	 	Name:  Alton B. Lewis, Jr.
	 	Title:    President and Chief Executive Officer
	 	 
	 	 


 


[Corporation Signature Page to Deposit
Agreement]


 




    22 


     


    

 


	 	ZIONS
    BANCORPORATION, NATIONAL ASSOCIATION
	 	 

         

        By: /s/ Shelene Brown

	 	Name:  Shelene Brown
	 	Title: Senior Vice President
	 	 
	 	 


 


[Depositary Signature Page to Deposit
Agreement]


 




    23 


     


    

EXHIBIT
A


FORM
OF FACE OF RECEIPT


THE DEPOSITARY SHARES REPRESENTED BY
THIS CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


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


	DEPOSITARY RECEIPT NO.	FOR	DEPOSITARY SHARES,
	EACH REPRESENTING 1/40th OF ONE SHARE
        OF 6.75% SERIES A

        FIXED-RATE NON-CUMULATIVE PERPETUAL
        PREFERRED STOCK

        OF

        FIRST GUARANTY BANCSHARES, INC.

        INCORPORATED UNDER THE LAWS OF THE
        STATE OF LOUISIANA

        CUSIP 32043P 205

        SEE REVERSE FOR CERTAIN DEFINITIONS

	 	 	 


Dividend Payment Dates: Beginning June
1, 2021, each September 1, December 1, March 1 and June 1 thereafter.


ZIONS BANCORPORATION, NATIONAL ASSOCIATION,
a national banking association organized under the federal laws of the United States, as Depositary (the “Depositary”),
hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary
Share representing 1/40th of a share of 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, liquidation preference
$1,000 per share, par value $1,000 per share (the “Series A Preferred Stock”), of First Guaranty Bancshares, Inc.,
a Louisiana corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to
the benefits of the Deposit Agreement dated as of April 27, 2021 (the “Deposit Agreement”), among the Corporation,
the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder
hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt
shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have
been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile
by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of
a duly authorized officer thereof.


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


Dated:


Zions Bancorporation, National Association,


as Depositary


 


 


By:                                                       


Authorized Officer




    A-1 


     


    

(FORM OF
REVERSE OF RECEIPT)


FIRST GUARANTY
BANCSHARES, INC.


FIRST GUARANTY BANCSHARES, INC. WILL
FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE ARTICLES
OF AMENDMENT ESTABLISHING THE 6.75% SERIES A FIXED-RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF FIRST GUARANTY BANCSHARES,
INC. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


The Corporation will furnish without
charge to each receipt holder who so requests the preferences, rights and limitations of each class of stock or series thereof
of the Corporation, and the qualifications, limitations or restrictions of such preferences, rights and limitations. Such request
may be made to the Corporation or to the Registrar.


EXPLANATION
OF ABBREVIATIONS


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


	Abbreviation	Equivalent
    Phrase	Abbreviation	Equivalent
    Phrase
	JT TEN	As joint tenants, with right of survivorship and not
    as tenants in common	TEN BY ENT

    
	As tenants the entireties

    

	TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors Act
	 	 	 	 


For value received,_______ hereby sell(s),
assign(s) and transfer(s) unto ________ (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) ___________ (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Depositary Shares represented by the within Receipt,
and do(es) hereby irrevocably constitute and appoint __________ Attorney to transfer the said Depositary Shares on the books of
the within named Depositary with full power of substitution in the premises.


	Dated:	 
	Signature:	 
	Signature:	 
	 	 


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


 


SIGNATURE GUARANTEED:                                        


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






    A-2 


     


    

EXHIBIT
B


I, Alton B. Lewis,
Jr., President and Chief Executive Officer of First Guaranty Bancshares, Inc. (the “Corporation”), hereby certify,
in my official capacity and not in my personal capacity, that pursuant to the terms of the Articles of Amendment to the Restated
Articles of Incorporation of First Guaranty Bancshares, Inc., filed with the Secretary of State of the State of Louisiana on April
22, 2021 and effective as of April 22, 2021 (the “Articles of Amendment”) and attached hereto as Annex A, and pursuant
to the resolutions adopted by the Board of Directors of the Corporation at a meeting held on April 22, 2021, the Corporation has
established the Series A Preferred Stock, which the Corporation desires to deposit with the Depositary pursuant to the terms and
conditions of the Deposit Agreement, dated as of April 27, 2021, by and among the Corporation, Zions Bancorporation, National
Association and the Holders of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection
therewith, the Board of Directors of the Corporation has authorized the terms and conditions with respect to the Series A Preferred
Stock as described in the Articles of Amendment. Any terms of the Series A Preferred Stock that are not described in the Articles
of Amendment and any terms of the Receipts representing such Series A Preferred Stock that are not described in the Deposit Agreement
are described below:


Aggregate Number of shares of Series
A Preferred Stock issued on the day hereof: 34,500


CUSIP Number for Receipt: 32043P 304


Denomination of Depositary Share per
share of Series A Preferred Stock (if different than 1/40th of a share of Series A Preferred Stock): Same (1/40th of a share of
Series A Preferred Stock)


Redemption Provisions (if different
than as set forth in the Deposit Agreement): Same as set forth in the Deposit Agreement


Name of Global Receipt Depositary:
The Depository Trust Company


All capitalized terms used but not
defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.


First Guaranty Bancshares, Inc.


This certificate is dated: April 27,
2021


 


By: _________________________________


Name: Alton B. Lewis, Jr.


Title: President and Chief Executive Officer






    B-1