EXHIBIT 4.1


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


DEPOSIT AGREEMENT


 


among


 


ASTORIA FINANCIAL CORPORATION,


 


COMPUTERSHARE SHAREOWNER SERVICES, LLC,
as Depositary,


 


and


 


THE HOLDERS FROM TIME TO TIME OF


 


THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


 


Dated as of March 19, 2013


 


 


 


 


 


 


 




    	 



    	 



    







 





	Table of Contents 	Page
	 	 	 
	Section 1.1	Definitions.	1
	 	 	 
	Section 2.1	Form and Transfer of Receipts.	3
	 	 	 
	Section 2.2	Deposit of Series C 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 C Preferred Stock.	5
	 	 	 
	Section 2.5	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.	6
	 	 	 
	Section 2.6	Lost Receipts, etc.	7
	 	 	 
	Section 2.7	Cancellation and Destruction of Surrendered Receipts.	7
	 	 	 
	Section 2.8	Redemption of Series C Preferred Stock.	7
	 	 	 
	Section 2.9	Bank Accounts.	8
	 	 	 
	Section 2.10	Receipts Issuable in Global Registered Form.	8
	 	 	 
	Section 3.1	Filing Proofs, Certificates and Other Information.	10
	 	 	 
	Section 3.2	Payment of Taxes or Other Governmental Charges.	10
	 	 	 
	Section 3.3	Warranty as to Series C Preferred Stock.	10
	 	 	 
	Section 3.4	Warranty as to Receipts.	10
	 	 	 
	Section 4.1	Cash Distributions.	10
	 	 	 
	Section 4.2	Distributions Other than Cash, Rights, Preferences or Privileges.	11
	 	 	 
	Section 4.3	Subscription Rights, Preferences or Privileges.	11
	 	 	 
	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.	13
	 	 	 
	Section 4.7	Delivery of Reports.	13
	 	 	 
	Section 4.8	Lists of Receipt Holders.	14
	 	 	 
	Section 4.9	Withholding.	14
	 	 	 
	Section 5.1	Appointment of the Depositary.	14
	 	 	 
	Section 5.2	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.	14
	 	 	 
	Section 5.3	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.	15



 






    	 



    	 



    

 


	Section 5.4	Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation.	15
	 	 	 
	Section 5.5	Resignation and Removal of the Depositary; Appointment of Successor Depositary.	18
	 	 	 
	Section 5.6	Corporate Notices and Reports.	19
	 	 	 
	Section 5.7	Indemnification by the Corporation.	19
	 	 	 
	Section 5.8	Fees, Charges and Expenses.	20
	 	 	 
	Section 6.1	Amendment.	20
	 	 	 
	Section 6.2	Termination.	21
	 	 	 
	Section 7.1	Counterparts.	21
	 	 	 
	Section 7.2	Exclusive Benefit of Parties.	22
	 	 	 
	Section 7.3	Invalidity of Provisions.	22
	 	 	 
	Section 7.4	Notices.	22
	 	 	 
	Section 7.5	Depositary’s Agents.	23
	 	 	 
	Section 7.6	Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series C Preferred Stock.	23
	 	 	 
	Section 7.7	Holders of Receipts are Parties.	23
	 	 	 
	Section 7.8	Governing Law.	23
	 	 	 
	Section 7.9	Inspection of Deposit Agreement.	23
	 	 	 
	Section 7.10	Headings.	23
	 	 	 
	Section 7.11	Force Majeure.	24
	 	 	 
	Section 7.12	Further Assurances.	24
	 	 	 
	Section 7.13	Confidentiality.	24
	 	 	 
	Section 7.14	Assignment.	24







 


 




    	 



    	 



    

 


This DEPOSIT AGREEMENT
is entered into as March 19, 2013, among (i) Astoria Financial Corporation, a Delaware corporation, and (ii) Computershare Shareowner
Services, LLC, a New Jersey limited liability company, as Depositary, and (iii) the Holders from time to time of the Receipts described
herein.


 


WHEREAS, the Corporation
desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series C Preferred Stock of
the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance
hereunder of Depositary Shares representing fractional interests in the Series C Preferred Stock 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, 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
IDEFINED TERMS


 


Section
1.1Definitions.


 


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


 


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


 


“Certificate
of Designations” shall mean the Certificate of Designations filed by the Corporation with the Secretary of State of the
State of Delaware creating the Series C Preferred Stock.


 


“Computershare”
shall mean Computershare Shareowner Services, LLC.


 


“Corporation”
shall mean Astoria Financial Corporation, a Delaware 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 mean Computershare, and any successor Depositary hereunder.


 


“Depositary
Shares” shall mean the depositary shares, each representing 1/40 of one share of the Series C 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 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 480 Washington Blvd., Jersey City, New Jersey 07310.


 


“DTC”
shall mean The Depository Trust Company, together with its successors and assigns.


 






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


 


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


 


(1)(A) the Global Receipt
Depository which is the Holder of such Global Registered Receipt notifies the Corporation that it is no longer willing or able
to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing
under the Exchange Act 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.


 


“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 Exchange Act.


 


“Global Registered
Receipt” 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 Receipt, as
the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 


“Person”
shall mean any natural person, partnership, joint venture, firm, corporation, limited liability company, limited liability partnership,
unincorporated association, trust or other entity, and shall include any successor (by merger or otherwise) of the foregoing.


 


“Prospectus”
shall mean the Prospectus dated March 11, 2013, filed with the SEC on March 12, 2013, as supplemented by the Prospectus Supplement
dated March 12, 2013 relating to the Depositary Shares, filed with the SEC on March 14, 2013, pursuant to Rule 424(b) under the
Securities Act.


 


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


 


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


 


“Redemption
Date” shall have the meaning set forth in Section 2.8.


 


“Redemption
Price” shall have the meaning set forth in the Certificate of Designations.


 


“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. If a successor Registrar shall be so appointed, all 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.


 


“Registration
Statement” shall mean the Corporations’s Registration Statement on Form S-3 (File No. 333-182041) filed with the
SEC on June 11, 2012, as amended by Post-effective Amendment No. 1 dated March 11, 2013, filed with the SEC on March 12, 2013,
pursuant to the Securities Act.


 


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


 






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“Series C
Preferred Stock” shall mean the shares of the Corporation’s 6.50% Non-Cumulative Perpetual Preferred Stock, Series
C, par value $1.00 per share, with a liquidation preference of $1,000 per share.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


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


 


Article
IIFORM OF RECEIPTS, DEPOSIT OF SERIES C PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION
OF RECEIPTS


 


Section
2.1Form and Transfer of Receipts.


 


(a)Definitive
Receipts shall be substantially in the form set forth in Exhibit A, with appropriate insertions, modifications and omissions,
as hereinafter provided (but which do not affect the rights, duties, obligations or immunities of the Depositary as set forth in
this Deposit Agreement) and shall be engraved or otherwise prepared so as to comply with the applicable rules of the New York Stock
Exchange. Pending the preparation of definitive Receipts, the Depositary, upon the order of the Corporation delivered in compliance
with Section 2.2, shall be authorized and instructed to, and shall execute and deliver temporary Receipts which may be printed,
typewritten 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 (but which do not affect the rights, duties, obligations or immunities
of the Depositary as set forth in this Deposit Agreement), with the Corporation’s prior approval, as the Persons executing
such Receipts may reasonably determine necessary, 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 Section 2.2(b). Upon surrender for cancellation of any one or more temporary Receipts, the Depositary
is hereby authorized and instructed to, and shall execute and deliver in exchange therefor definitive Receipts representing the
same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts registered in the name (and only
in the name) of the holder of the temporary receipt; provided, that, the Depositary has been provided with all necessary information
that it may request in order to execute and deliver such definitive 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 Deposit Agreement, and with respect to the Series C Preferred Stock, as definitive Receipts.


 


(b)Any
Receipt to be executed by the Depositary pursuant to this Deposit Agreement shall be executed 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 the facsimile signature of a duly authorized
officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by the manual
or facsimile signature of a duly authorized officer of the Depositary and countersigned by the 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.


 


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


 






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(d)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 (i) reasonably required by the Depositary and approved by the Corporation, (ii) 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 C Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or (iii) to indicate any special limitations or restrictions to which any particular Receipt is subject (but which do
not affect the rights, duties, obligations or immunities of the Depositary as set forth in this Deposit Agreement).


 


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


 


(f)The
Corporation shall provide an opinion of counsel on or prior to the date hereof, in form and substance reasonably satisfactory to
the Depositary, covering the following matters:


 


(i)The
Registration Statement has become effective under the Securities Act. To our knowledge, no stop order suspending
the effectiveness of the Registration Statement or order suspending or preventing the use of the Prospectus has been issued
and no proceeding for that purpose has been instituted or is pending, threatened or contemplated under the Securities Act.


 


(ii)the
Series C Preferred Stock, upon receipt by the Corporation of the consideration therefor and upon due execution and delivery on
behalf of the Corporation of certificates therefor, including global certificates, or the entry of the issuance thereof in the
books and records of the Corporation, as the case may be, will be validly issued, fully paid and non-assessable; and


 


(iii)the
Receipts evidencing the Depositary Shares, upon due receipt by the Corporation of the consideration therefor and upon countersignature
thereof and issued against a deposit of duly authorized and validly issued Series C Preferred Stock in accordance with this Deposit
Agreement, will be validly issued and entitle the holders thereof to the rights specified in such Receipts and this Deposit Agreement.


 


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


 


(a)Subject
to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series C Preferred
Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series C Preferred
Stock to be deposited, properly endorsed in the name of the Depositary (or its nominee) or accompanied, if required by the Depositary,
by a duly executed instrument of transfer or endorsement, including a guarantee of the signature thereon by a participant in a
Medallion Signature Guarantee Program at the guarantee level acceptable to the Transfer Agent (a “Signature Guarantee”),
and all such certifications as may be reasonably required by the Depositary pursuant to this Deposit Agreement, each in form satisfactory
to the Depositary, together with a an instruction letter from the Corporation authorizing the Depositary to register such shares
of the Series C Preferred Stock in book-entry form and directing the Depositary to execute and deliver to, or upon the written
order of, the Person or Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary
Shares representing such deposited shares of Series C Preferred Stock.


 






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(b)The
shares of Series C Preferred Stock that are deposited pursuant to this Deposit Agreement shall be held by the Depositary at the
Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any
shares of Series C Preferred Stock deposited hereunder.


 


(c)Upon
receipt by the Depositary of a certificate or certificates for shares of Series C Preferred Stock to be deposited in accordance
with the provisions of this Section 2.2, together with the other documents required as specified above, and upon recordation
of the shares of Series C 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 written order of the Person or Persons named in the order delivered to the Depositary referred to in Section
2.2(a), a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the shares of Series
C 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.


 


Section
2.3Registration of Transfer of Receipts.


 


The Corporation hereby
appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment,
subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, 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 or endorsement, including a
Signature Guarantee, together with evidence of the payment of any taxes or charges as may be required by law. Thereupon, the Depositary
shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt
or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled thereto. With respect
to the appointment of the Depositary as Registrar and Transfer Agent in respect of the Receipts, the Depositary, in its respective
capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary
hereunder as if explicitly named in each such provision. Any references to the Depositary herein shall, to the extent applicable,
also mean the Depositary as the Transfer Agent and Registrar.


 


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


 


(a)Upon
surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and the receipt by the Depositary of all other necessary information
and documents, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or
Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced
by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the
Receipt or Receipts so surrendered.


 






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(b)Any
Holder of a Receipt or Receipts may withdraw the number of whole shares of Series C Preferred Stock (and all money and other property,
if any, represented thereby) by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices
as the Depositary may designate for such withdrawals; provided, however that a Holder of a Receipt or Receipts may not withdraw
such whole shares of Series C Preferred Stock (or money and other property, if any, represented thereby) which has previously been
called for redemption. After such surrender and upon the receipt of written instructions from the Holder of such Receipt or Receipts,
without unreasonable delay (provided that the Corporation has provided the Depositary with all necessary documentation and a sufficient
amount of cash), 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 C Preferred Stock (and all money and other property, if any), represented by such
Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series C Preferred Stock will not thereafter
be entitled to deposit such shares of Series C 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 C Preferred Stock to be withdrawn,
the Depositary shall at the same time, in addition to such number of whole shares of Series C 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 the written order of
such Holder, a new Receipt evidencing such excess number of Depositary Shares. Delivery of such shares of the Series C 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.


 


(c)In
no event will fractional shares of Series C Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary.
Delivery of the Series C 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.


 


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


 


(e)Delivery
of the Series C 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
2.5Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.


 


(a)As
a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of
any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require (i) payment to it of a sum sufficient
for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it)
of any charges, taxes or expenses payable by the Holder of a Receipt pursuant to Section 5.8 (including any such tax or
charge with respect to any shares of Series C Preferred Stock being deposited or withdrawn or any charges or expense pursuant to
Section 3.2 and Section 5.7), (ii) the production of evidence satisfactory to it as to the identity and genuineness
of any signature (which evidence may include a Signature Guarantee) and any other reasonable evidence of authority that may be
required by the Depositary, and (iii) compliance with such additional requirements, if any, as the Depositary or the Corporation
may reasonably establish consistent with the provisions of this Deposit Agreement and/or applicable law.


 






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(b)The
deposit of shares of Series C Preferred Stock may be refused, the delivery of Receipts against such shares of Series C 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
2.6Lost Receipts, etc.


 


In case any Receipt
shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver in exchange therefore a
Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such
destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof
and (ii) the Holder thereof furnishing the Depositary with an affidavit and an indemnity or bond satisfactory to the Depositary.
Such Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may
prescribe and as required by Section 8-405 of the Uniform Commercial Code in effect in the State of New York.


 


Section
2.7Cancellation and Destruction of Surrendered Receipts.


 


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


 


Section
2.8Redemption of Series C Preferred Stock.


 


(a)Whenever
the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of
the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given
to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the
date of such proposed redemption of Series C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed
and the Redemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption
of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. 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 C Preferred Stock to be redeemed, the Depositary shall redeem the number of Depositary Shares representing such shares
of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents,
mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption
of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail,
postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit by such other method
approved by the Depositary (in its reasonable discretion), in either case not less than 30 days and not more than 60 days prior
to the date fixed for redemption of such shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”),
to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they
appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares
to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect
the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation
and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary
Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed;
(iii) the Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for
payment of the Redemption Price; and (v) that dividends in respect of the Series C 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 or in such other manner as
the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary
in writing).


 






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


 


(c)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 Price for all of the Depositary Shares redeemed,
a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.


 


Section
2.9Bank Accounts.


 


The Corporation acknowledges
that the bank accounts maintained by the Depositary in connection with the services provided under this Deposit Agreement will
be in the Depositary’s name and that the Depositary may receive investment earnings in connection with the investment at
the Depositary’s risk and for its benefit of funds held in those accounts from time to time. Neither the Corporation nor
the Holders will receive interest on any deposits.


 


Section
2.10Receipts Issuable in Global Registered Form.


 






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(a)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, if instructed and provided with all necessary
information, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered
Receipts evidencing the Receipts of such series which (i) shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts and (ii) shall be registered
in the name of the Global Receipt Depository therefor or its nominee.


 


(b)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, (1) the applicable Global Receipt Depository
will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the
Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and
(2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit
Agreement, the 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.


 


(c)If
an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon
receipt of a written order from the Corporation authorizing and directing the Depositary to execute and deliver individual definitive
registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver, individual definitive registered
Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount
of the Global Registered Receipt in exchange for such Global Registered Receipt. The Depositary shall have no duties, obligations
or liability under this Section 2.10(c) unless and until such order has been received by the Depositary.


 


(d)Definitive
registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.10 shall be registered
in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant
to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to
the Persons in whose names such Receipts are so registered.


 


(e)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.


 






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Article
IIICERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


Section
3.1Filing Proofs, Certificates and Other Information.


 


Any Holder of a Receipt
may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The
Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or
the withdrawal of shares of Series C Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or withhold
or delay 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
3.2Payment 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 5.8. Registration
of transfer of any Receipt or any withdrawal of shares of Series C 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 C 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, with the Holder of such Receipt remaining
liable for any deficiency.


 


Section
3.3Warranty as to Series C Preferred Stock.


 


The Corporation hereby
represents and warrants that the Series C Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and
non-assessable. Such representation and warranty shall survive the deposit of the Series C Preferred Stock and the issuance of
the related Receipts.


 


Section 3.4Warranty
as to Receipts.


 


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


 


Article
IVTHE DEPOSITED SECURITIES; NOTICES


 


Section
4.1Cash Distributions.


 


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


 






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


 


Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or privileges upon the Series C 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 the securities or property received by it as the Corporation shall reasonably direct.
If in the opinion of the Corporation, in consultation with the Depositary, such distribution cannot be made proportionately among
such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount
on account of taxes or charges) such distribution shall not be feasible, the Corporation, in its discretion, may 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 securities or property (other than cash) to the Depositary
and the Depositary shall not make any distribution of securities or property (other than cash) to the Holders of Receipts unless
such securities or property have been registered under the Securities Act or the Corporation shall have provided an opinion of
counsel, dated as of or prior to the date of such distribution, stating that such securities or property do not need to be registered
in connection with such distributions.


 


Section
4.3Subscription Rights, Preferences or Privileges.


 


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


 






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(b)The
Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant
to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts
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 in compliance with the Securities Act 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 stating that the offering and sale of such securities
to the Holders are exempt from registration under the provisions of the Securities Act.


 


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


 


Section
4.4Notice 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 C Preferred Stock, or whenever the Depositary shall receive
notice of any meeting at which holders of the Series C Preferred Stock are entitled to vote or of which holders of the Series C
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 C 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
4.5Voting Rights.


 


Subject to the Certificate
of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of the Series C Preferred Stock
are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents,
as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion,
to the Record Holders of Receipts, as determined on the record date set forth in Section 4.4, a notice prepared by the Corporation
which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the Holders of Receipts
at the close of business on a specified record date fixed pursuant to Section 4.4 may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to the shares of Series C Preferred Stock represented
by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give
a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions
may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall 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 C 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 C Preferred Stock or cause such Series C 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 C Preferred Stock unless directed to the contrary by the Holders of all the
Receipts) to the extent of the Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary
shall not be required to exercise any discretion in voting any shares of the Series C Preferred Stock represented by the Depositary
Shares evidenced by such Receipt.


 






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Section
4.6Changes 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 C Preferred Stock, subject to the Certificate
of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it
is a party, the Depositary shall, upon the written instructions of the Corporation setting forth any adjustment, (i) make such
adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share
of Series C Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of
Series C 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 C Preferred Stock, or of such recapitalization, reorganization, merger
or consolidation, as stated in such instructions and (ii) treat any securities or property (including cash) which shall be received
by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities
or property so received in exchange for or upon conversion or in respect of such Series C Preferred Stock. In any such case the
Depositary shall, upon receipt of instructions of the Corporation, execute and deliver additional Receipts or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities or
property. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective
date of any such change in par or stated value, split-up, combination or other reclassification of the Series C 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 C 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 C Preferred Stock represented by such Receipts
might have been converted or for which such Series C Preferred Stock might have been exchanged or surrendered immediately prior
to the effective date of such transaction.


 


Section
4.7Delivery of Reports.


 


The Depositary shall
make available for inspection by Holders of Receipts at the Depositary’s Office and at such other places as it may from time
to time deem advisable during normal business hours any reports and communications received from the Corporation, which are received
by the Depositary and which the Corporation is required to furnish to the holders of the Series C Preferred Stock. In addition,
the Depositary shall transmit, upon the request of the Corporation, certain notices and reports to the Holders of Receipts as provided
in Section 5.6.


 






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Section
4.8Lists of Receipt Holders.


 


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


 


Section 4.9Withholding.


 


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 charge that the Depositary is obligated by law to withhold, the Depositary may dispose of, by public or private
sale, all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property
after deduction of such taxes or charges to the Holders of Receipts entitled thereto in proportion to the number of Depositary
Shares held by them, respectively; provided, however, that in the event the Depositary determines that such distribution
of property is subject to withholding tax only with respect to some but not all Holders of Receipts, the Depositary will use its
best efforts (i) to sell only that portion of such property distributable to such holders that is required to generate sufficient
proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any
other Holders of Receipts to receive such distribution in property.


 


Article
VTHE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


Section
5.1Appointment of the Depositary.


 


The Corporation hereby
appoints Computershare to act as Depositary in accordance with the express terms and conditions hereof (and no implied terms or
conditions), and Computershare accepts this appointment. The Depositary is engaged in an independent business and will perform
its obligations under this Deposit Agreement as an agent of the Corporation.


 


Section
5.2Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.


 


(a)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.


 


(b)The
Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts. Upon
direction from the Corporation and with reasonable notice to the Depositary, the Registrar shall open its books for inspection
by the Record Holders of Receipts; provided that any such Record 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.


 


(c)The
Depositary or Registrar may close such books, at any time or from time to time, when deemed necessary or advisable by the Depositary,
the Registrar, any Depositary’s Agent or the Corporation because of any requirement of law or of any government, governmental
body or commission, stock exchange or any applicable self-regulatory body.


 






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(d)If
the Receipts or the Depositary Shares evidenced thereby or the Series C Preferred Stock represented by such Depositary Shares shall
be listed on one or more national securities exchanges, the Depositary may, with the written approval of the Corporation, appoint
a Registrar (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 the Series C Preferred Stock are listed on one or more other securities exchanges, the Depositary
will, at the written request and expense of the Corporation, arrange such facilities for the delivery, registration, registration
of transfer, surrender and exchange of such Receipts, Depositary Shares or Series C Preferred Stock as may be required by law or
applicable securities exchange regulation.


 


Section
5.3Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor the Corporation, as the case may be, shall incur any liability to any Holder
of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, as the
case may be, by reason of any provision, present or future, of the Corporation’s Certificate of Incorporation, as amended
(including the Certificate of Designations), or by reason of any act of God or war or other circumstance beyond the control of
the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation, as the case may be, shall be
prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of
this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar
or the Corporation, as the case may be, incur liability to any Holder of a Receipt (i) by reason of any nonperformance or delay,
caused as aforesaid, in the performance of any act or thing which the terms of this 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
5.4Obligations of the Depositary, the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation.


 


(a)Neither
the Depositary nor any Depositary’s Agent nor any Registrar, any Transfer Agent nor the Corporation, as the case may be,
assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts or to any other
Person other than for its gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable
judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, excluding the
Depositary’s gross negligence, willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s
Agent or the Registrar or Transfer Agent, as the case may be, under this Deposit Agreement, whether in contract, tort, or otherwise,
is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not
including reimbursable expenses; provided, however, that in the event that such liability arises as a result of misappropriation
of funds by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees
of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of
such Person (as finally determined by a non-appealable judgment of a court of competent jurisdiction), such limit shall not apply
and such liability hereunder shall be instead limited to the amount of such misappropriated funds or the liability resulting from
such fraud or willful misconduct.


 






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(b)Notwithstanding
anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar
nor the Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental,
indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have
been advised of the likelihood of such loss or damage and regardless of the form of action.


 


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


 


(d)Neither
the Depositary nor any Depositary’s Agent nor any Registrar nor the Transfer Agent nor the Corporation, as the case may be,
shall be liable for any action or any failure to act by it in reliance upon information from any Person presenting Series C Preferred
Stock for deposit, any Holder of a Receipt or any other Person believed by it, in the absence of bad faith, to be competent to
give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Corporation, as
the case may be, may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


(e)The
Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, as the case may be, shall not be responsible for any
failure to carry out any instruction to vote any of the shares of the Series C Preferred Stock or for the manner or effect of any
such vote made, as long as any such action or non-action is not taken with gross negligence, willful misconduct, fraud or bad faith
(each as finally determined by a non-appealable judgment of a court of competent jurisdiction). The Depositary undertakes, and
any Depositary’s Agent, Registrar and any Transfer Agent, as the case may be, shall be required to undertake, to perform
such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations
shall be read into this Deposit Agreement against the Depositary or any Depositary’s Agent, Transfer Agent or Registrar.


 


(f)The
Depositary, its parent, Affiliate, or subsidiaries, and Depositary’s Agents, and any Transfer Agent or Registrar, as the
case may be, may own and deal in any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares
or become pecuniarily interested in any transaction in which the Corporation 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, the parent, Affiliate or subsidiary of
the Depositary or the Depositary’s Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer
agent, trustee, or registrar of any of the securities of the Corporation and its Affiliates or act in any other capacity for the
Corporation or its Affiliates.


 


(g)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 C 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.


 


(h)In
the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, reasonably believes
any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or
document received by the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration
of any of the provisions of this Deposit Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar
shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any
action hereunder, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar may, in its sole discretion upon
providing written notice to the Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents,
any Transfer Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of
Receipts or any other Person or entity for refraining from taking such action, unless the Depositary, the Depositary’s Agents,
any Transfer Agent or Registrar receives written instructions or a certificate signed by a duly authorized officer of 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, the Depositary’s Agents, any Transfer Agent or Registrar or which proves or
establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar.
Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, any Transfer
Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall
incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement
in reliance upon such written instructions.


 






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(i)In
the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive
conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand,
the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act
on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the
full indemnification set forth in Section 5.7 in connection with any action so taken.


 


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


 


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


 


(l)The
Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other
provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of
any shares of the Series C Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as
to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or
interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use
or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof.


 


(m)The
Depositary, Depositary’s Agent, any Registrar, and any Transfer Agent hereunder:


 






    	17



    	 



    

 


(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 Corporation shall have provided the necessary federal or other 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, the Depositary determines to take any legal or other
action hereunder except as expressly set forth herein, and, where the taking of such action might in the Depositary’s judgment
subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished
with an indemnity reasonably 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,
telegram, telex, facsimile transmission or other document or security delivered to the Depositary and reasonably believed by the
Depositary 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 and electronic instructions,
with respect to any matter relating to the Depositary’s actions as Depositary covered by this Deposit Agreement (or supplementing
or qualifying any such actions) of officers of the Corporation;


 


(vi)shall
not be called upon at any time to advise any Person with respect to the shares of the Series C Preferred Stock or Receipts;


 


(vii)shall
not be liable or responsible for any recital or statement contained in any documents relating hereto or the shares of the Series
C Preferred Stock or Receipts; and


 


(viii)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.


 


(n)The
obligations of the Corporation and the rights of the Depositary set forth in this Section 5.4 shall survive the replacement,
removal or resignation of the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit
Agreement.


 


Section
5.5Resignation and Removal of the Depositary; Appointment of Successor Depositary.


 


(a)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.


 


(b)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.


 






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(c)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 a Person having its
principal office in the United States of America and having a combined capital and surplus, along with its Affiliates, of at least
$50,000,000. In the event of such removal or resignation, the Corporation will appoint a successor depositary and inform the Depositary
of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a
successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Depositary as depositary hereunder.
Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary
or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may
receive after its appointment has so terminated.


 


(d)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 interest in the Series C 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.


 


(e)Any
Person into or with which the Depositary may be merged, consolidated or converted, or any Person to which all or a substantial
part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary
shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof
shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary
or its own name as successor Depositary.


 


Section
5.6Corporate Notices and Reports.


 


The Corporation agrees
that it will deliver to the Depositary, and the Depositary will, promptly after receipt of all necessary information and documents,
transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s or Registrar’s
books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any
national securities exchange upon which the Series C Preferred Stock, the Depositary Shares or the Receipts are listed or by the
Corporation’s Certificate of Incorporation, as amended (including the Certificate of Designations), to be furnished to the
Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary
with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit
to the Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.


 


Section
5.7Indemnification by the Corporation.


 


The Corporation shall
indemnify the Depositary, any Depositary’s Agent and any Registrar and any Transfer Agent (including each of their officers,
directors, agents and employees) against, and hold each of them harmless from and against, any fee, loss, claim, damage, cost,
penalty, fine, judgment, liability or expense (including the reasonable costs and expenses of its legal counsel) which may arise
out of acts taken, suffered or omitted to be taken in connection with its acting as Depositary, Depositary’s Agent, Registrar
or Transfer Agent, respectively, under this Deposit Agreement (including, without limitation, the enforcement of this Deposit Agreement)
and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and
any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct,
fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction) on the respective
parts of any such Person or Persons. The obligations of the Corporation and the rights of the Depositary set forth in this Section
5.7 shall survive any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of
this Deposit Agreement.


 






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Section
5.8Fees, 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,
Depositary’s Agent, Registrar and Transfer Agent hereunder and to reimburse the Depositary for its reasonable out-of-pocket
expenses (including reasonable counsel fees and expenses) incurred by the Depositary, Depositary’s Agent, Registrar and Transfer
Agent without gross negligence, willful misconduct, fraud or bad faith on its part (each as finally determined by a non-appealable
judgment of a court of competent jurisdiction) in connection with the services rendered by such Depositary, Depositary’s
Agent, Registrar and Transfer Agent, as the case may be, hereunder. The Corporation shall pay all charges of the Depositary in
connection with the initial deposit of the Series C Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals
of shares of Series C Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series C Preferred
Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and charges arising solely from
the existence of the depositary arrangements. All other transfer and other taxes and charges shall be at the expense of Holders
of Depositary Shares 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 of Receipts. The Depositary shall present its statement for
charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.


 


Article
VIAMENDMENT AND TERMINATION


 


Section
6.1Amendment.


 


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 in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Depositary’s Agent, Transfer Agent, or Registrar, as the case may be) 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 66 2/3% 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 C Preferred Stock and all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency
or commission, or applicable securities exchange. As a condition precedent to the Depositary’s execution of any amendment,
the Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that
the proposed amendment is in compliance with the terms of this Section 6.1.


 






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Section
6.2Termination.


 


(a)This
Deposit Agreement may be terminated by the Corporation at any time upon not less than sixty (60) days prior written notice to the
Depositary, in which case, at least thirty (30) days prior to the date fixed in such notice for such termination, the Depositary
will mail notice of such termination to the record Holders of all Receipts then outstanding. If any Receipts shall remain outstanding
after the date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue the transfer of Receipts,
shall suspend the distribution of dividends to the Holders of the Receipts thereof and shall not give any further notices (other
than notice of such termination) or perform any further acts under this Deposit Agreement, except that the Depositary shall continue
to collect dividends and other distributions pertaining to the Series C Preferred Stock, and shall continue to deliver the Stock
and any money and other property, if any, represented by Receipts upon surrender thereof by the Holders of Receipts thereof. At
any time after the expiration of two years from the date of termination, as may be instructed by the Corporation in writing, the
Depositary shall (i) sell the shares of the Series C Preferred Stock then held hereunder at public or private sale, at such places
and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other
property held by it hereunder, without liability for interest, for the benefit, pro rata in accordance with their holdings, of
the Holders of Receipts that have not theretofore been surrendered, or (ii) return such shares of Series C Preferred Stock to the
Corporation. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement except
to account for such net proceeds and money and other property. The Depositary shall continue to receive its fees and expenses after
termination of this Deposit Agreement so long as the Depositary continues to provide services in connection with this Deposit Agreement.


 


(b)Subject
to Section 6.2(a), this Deposit Agreement may be terminated by the Corporation or the Depositary only 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 C 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 66 2/3% of the Depositary Shares outstanding.


 


(c)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, any Depositary’s Agent and any Registrar under Section 5.7 and Section
5.8; provided further that Section 5.3 and Section 5.7 shall survive the termination of this Deposit Agreement.


 


Article
VIIMISCELLANEOUS


 


Section
7.1Counterparts.


 


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.


 






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Section
7.2Exclusive 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
7.3Invalidity 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
7.4Notices.


 


(a)Any
and all notices, requests, orders, approvals, instructions or directions to be given to the Corporation hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or a nationally
recognized overnight delivery service, or by facsimile transmission or electronic mail, confirmed either by (a) telephone with
the recipient of such facsimile transmission or electronic mail or (b) letter, addressed to the Corporation at:


 


Astoria Financial Corporation


One Astoria Federal Plaza


Lake Success, New York 11042


Attention: General Counsel


Facsimile: 516.433.3564


 


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


 


(b)Any
and all notices, requests, orders, approvals, instructions or directions 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 a nationally recognized
overnight delivery service, or by facsimile transmission or electronic mail, confirmed either by (a) telephone with the recipient
of such facsimile transmission or electronic mail or (b) letter, addressed to the Depositary at:


 


Computershare Shareowner Services, LLC


480 Washington Blvd.


Jersey City, New Jersey 07310


Attention: General Counsel


Facsimile: 781.575.4210


 


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


 


(c)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, sent by a nationally recognized overnight delivery service 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 request that notices intended for
such Holder be mailed to some other address, at the address designated in such request.


 






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


 


Section
7.5Depositary’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 of any such action.


 


Section
7.6Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series C Preferred
Stock.


 


The Corporation hereby
appoints Computershare as Registrar, Transfer Agent, dividend disbursing agent and redemption agent with respect to the shares
of the Series C Preferred Stock deposited with the Depositary hereunder, and Computershare hereby accepts such respective appointments,
subject to the express terms and conditions of this Deposit Agreement (and no implied terms or conditions) and, as such, will reflect
changes in the number of shares of deposited Series C Preferred Stock held by it by notation, book-entry or other appropriate method.
With respect to the appointment of Computershare as Registrar, Transfer Agent, dividend disbursing agent and redemption agent in
respect of the shares of the Series C Preferred Stock, Computershare, in its respective capacities under such appointments, shall
be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each
such provision.


 


Section
7.7Holders of Receipts are Parties.


 


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


 


Section
7.8Governing Law.


 


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


 


Section
7.9Inspection of Deposit Agreement.


 


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


 


Section
7.10Headings.


 






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The headings of articles
and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A 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
7.11Force Majeure.


 


Notwithstanding anything
to the contrary contained herein, the Depositary will not 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, or civil unrest.


 


Section
7.12Further Assurances.


 


Each of the Corporation
and the Depositary, respectively, agrees that it will perform, acknowledge, and deliver or cause to be performed, acknowledged
or delivered, all such further and other acts, documents, instruments and assurances as the Depositary or the Corporation, respectively,
may reasonably require in connection with the performance of this Deposit Agreement.


 


Section
7.13Confidentiality.


 


The Depositary and
the Corporation agree that all books, records, information and data pertaining to the business of the other party, including inter
alia, personal, non-public Holder information 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. To avoid doubt, the parties hereto shall not be required to keep the terms of
this Deposit Agreement confidential.


 


Section
7.14Assignment.


 


(a)Except
as provided in Section 7.14(b), neither this Deposit Agreement nor any rights or obligations hereunder may be assigned by
either party without the written consent of the other party, which consent the other party shall not unreasonably withhold, condition
or delay.


 


(b)The
Depositary may, without further consent on the part of the Corporation assign this Deposit Agreement to an affiliate or affiliates
which are transfer agents registered with the SEC under Rule 17Ac2-1 of the rules promulgated under
the Securities Exchange Act of 1934.


 


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


 




    	24



    	 



    

 


IN WITNESS WHEREOF,
the Corporation and Computershare 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.


  


 


	 	ASTORIA FINANCIAL CORPORATION
	 	 
	 	By: 	/s/ Frank E. Fusco
	 	 	Name: Frank E. Fusco

Title: Senior Executive Vice President and 

          Chief Financial Officer
	 	 	 
	 	COMPUTERSHARE SHAREOWNER SERVICES, LLC
	 	 
	 	By: 	/s/ Michael J. Lang
	 	 	Name:
    Michael J. Lang
 Title: SVP


 



    	 



    	 



    




EXHIBIT
A


 


[FORM OF FACE OF RECEIPT]


 


[IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS
GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT 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.


 


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 DEPOSIT AGREEMENT REFERRED TO BELOW.]


 


RECEIPT FOR DEPOSITARY SHARES,


EACH REPRESENTING 1/40th OF ONE SHARE


OF


6.50% NON-CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES C


OF


ASTORIA FINANCIAL CORPORATION


 


CUSIP: 046265 401


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Dividend Payment Dates: Beginning July
15, 2013, each January 15, April 15, July 15 and October 15.


 


COMPUTERSHARE SHAREOWNER SERVICES, LLC,
as Depositary (the “Depositary”), hereby certifies that [Cede & Co.] is the registered owner of [●]
depositary shares (“Depositary Shares”), each Depositary Share representing 1/40 of one share of 6.50% Non-Cumulative
Perpetual Preferred Stock, Series C, liquidation preference $1,000 per share, par value $1.00 per share (the “Series C
Preferred Stock”), of Astoria Financial Corporation, a Delaware corporation (the “Corporation”), on
deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of March 19,
2013 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the
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 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 and, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, countersigned by
such Registrar by the manual or facsimile signature of a duly authorized officer thereof.


 





	 	Dated: [●]
	 	 
	 	COMPUTERSHARE SHAREOWNER SERVICES, LLC,
	 	as Depositary
	 	 
	 	By: 	 
	 	 	Authorized Officer





 








    	 



    	 



    




[FORM OF REVERSE OF RECEIPT]


 


THE CORPORATION WILL FURNISH WITHOUT CHARGE
TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE CERTIFICATE OF DESIGNATIONS
OF 6.50% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C OF ASTORIA FINANCIAL CORPORATION. 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 registered holder of a receipt who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications,
limitations or restrictions of such preferences and/or rights. 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 by the entireties
	TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors Act



 






    	 



    	 



    




 







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


 


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


 


 


 


 


 


INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


 


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


 


Dated: _____________________________


 


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


 


SIGNATURE GUARANTEED


 


NOTICE: The signature(s) should be guaranteed
by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Corporation’s transfer
agent. Guarantees by a notary public are not acceptable.