Common use of Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof Clause in Contracts

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited evidencing 400,000 Preferred Shares (or directing the Depositary to issue and register the Depositary Shares representing such deposited 460,000 Preferred Shares in book-entry form in if the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the DepositaryUnderwriters exercise their over allotment option), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company Bank is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 65,000 Preferred Shares, accompanied by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company Bank directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue for, and register specifying, the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Bank hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Bank at any time, whether or not the register of shareholders of the Bank is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of certificate or certificates for Preferred Shares deposited in accordance with the provisions set forth in this Deposit Agreement, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the written request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Depositary shall have no duty or obligation to monitor the case may benumber of Preferred Shares to be deposited for purposes of this paragraph. The Bank shall deliver to the Depositary from time to time such quantities of Receipts as shall be necessary to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary instructions to issue 4,000,000 Depositary 300,000 Preferred Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement Agreement, and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the acknowledges receipt of such Preferred Shares and related documentation and is agreeing agrees to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Upon consummation of the execution of this Deposit Agreementpublic offering, pursuant to which the Depositary Shares are expected to be sold, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions shall deliver to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing up to 150,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. At such time, the Depositary shall acknowledge receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreements as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designation, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company Bank is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 50,000 Preferred Shares, accompanied by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company Bank directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue for, and register specifying, the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Bank hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Bank at any time, whether or not the register of shareholders of the Bank is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited in accordance with the provisions set forth in this Deposit Agreement, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the written request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Depositary shall have no duty or obligation to monitor the case may benumber of Preferred Shares to be deposited for purposes of this paragraph. The Bank shall deliver to the Depositary from time to time such quantities of Receipts as shall be necessary to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 500,000 Preferred Shares, together with all such certifications as may be required by and from time to time the Company shall deliver to the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, such additional certificate or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues certificates evidencing additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, each case properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Directors of the Company, as certified by the Secretary or any Assistant Secretary of the Company shall deliver on the date hereof as being complete, accurate and in effect, relating to issuance and sale of the Preferred Shares, (ii) a reliance letter of counsel to the Company permitting the Depositary to rely on such counsel's opinions relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Preferred Shares represented by the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness under the Securities Act of the registration statement relating to the Depositary Shares, and (iii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary instructions to issue 4,000,000 Depositary 400,000 Preferred Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement Agreement, and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the acknowledges receipt of such Preferred Shares and related documentation and is agreeing agrees to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, , together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02 a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary instructions to issue 4,000,000 Depositary 350,000 Preferred Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement Agreement, and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the acknowledges receipt of such Preferred Shares and related documentation and is agreeing agrees to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 736,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 18,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing registered in such names specified in such written order. The Depositary acknowledges receipt of the Depositary aforementioned 18,000 Preferred Shares and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar, Transfer Agent, and the Dividend Disbursing Agent and Redemption Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, subdivisions, combinations, consolidations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case extent that the Company issues Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been duly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 600,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Subject to the execution terms and conditions of this Deposit Agreement, the Company is initially depositing or any holder of Preferred Shares may deposit such Preferred Shares under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Preferred Shares with to be deposited, properly endorsed or accompanied, if required by the Depositary and delivering instructions Depositary, by a properly executed instrument of transfer in form satisfactory to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred SharesDepositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company or such holder, as the case may be, directing the Depositary to execute and deliver to, to or upon the written order of, of the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may beShares. The Depositary is acknowledging the Upon receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office of a certificate or at such other office as the Depositary shall determine. To the extent that the Company issues additional certificates for Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Preferred Shares so deposited on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the number of Depositary Shares relating to the Preferred Shares 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 Corporate Office, the New York Office, or such other office, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. The Company shall deliver to the Depositary a written order from time to time such quantities of Receipts as the Company directing Depositary may request to enable the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may beperform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 8,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing registered in such names specified in such written order. The Depositary acknowledges receipt of the Depositary aforementioned 8,000 Preferred Shares and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Trust Company as the Registrar, Transfer Agent, and Computershare as the Dividend Disbursing Agent and Redemption Agent for the Preferred Shares deposited hereunder and the Trust Company and Computershare respectively hereby accept such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case extent that the Company issues Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been duly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. The Depositary shall be permitted to rely on applicable opinions of counsel delivered to the underwriters pursuant to each of Sections 3(vi) and 3(vii) of the underwriting agreement dated November 17, 2015 among the Company and the underwriters named therein relating to the sale of the Depositary Shares to the public. In addition, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to the Company, shall deliver a letter to the Depositary, subject to the qualifications and assumptions set forth therein, that (i) the Company’s registration statement on Form S-3ASR (the “Registration Statement”) relating to depositary shares, preferred shares and other securities became effective upon filing with the Securities and Exchange Commission (the “Commission”) and (ii) no stop order suspending the effectiveness of the Registration Statement has been instituted or is pending or threatened by the Commission. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 8,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing registered in such names specified in such written order. The Depositary acknowledges receipt of the Depositary aforementioned 8,000 Preferred Shares and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar, Transfer Agent, and the Dividend Disbursing Agent and Redemption Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, subdivisions, combinations, consolidations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case extent that the Company issues Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been duly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such evidencing ___Preferred Shares to be issued in book-entry form by registration thereof in pursuant to the name of Merger Agreement and the Exchange Agent Agreement (the “Merger Preferred Shares”). From time to time the Company shall deliver to the Depositary upon the records maintained by the Registrar of the such additional certificate or certificates evidencing additional Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, each case properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Trustees of the Company, as certified by the Secretary or any Assistant Secretary of the Company shall deliver on the date thereof as being complete, accurate and in effect, relating to issuance and sale of the Preferred Shares, (ii) a reliance letter of counsel to the Company permitting the Depositary to rely on such counsel’s opinions relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Preferred Shares represented by the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness under the Securities Act of the registration statement relating to the Depositary Shares, and (iii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary Shares; provided however, that (I) no such written letter of instruction shall be required with respect to issue and register the Depositary Shares representing the Merger Preferred Shares (the “Merger Depositary Shares”) and (II) the Depositary shall execute and deliver to, or upon the written order of, the person or persons entitled to receive such Receipts for the Merger Depositary Shares pursuant to the Exchange Agent Agreement. The Depositary agrees to hold the deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02 (or, in the case of Receipts for the Merger Depositary Shares, to, or upon the order of, the person or persons entitled to receive such Receipts pursuant to the Exchange Agent Agreement), a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person; provided however, that delivery of Receipts for the Merger Depositary Shares shall be made pursuant to the Exchange Agency Agreement. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Subject to the execution terms and conditions of this Deposit Agreement, the Company is initially depositing the holders of Series A Preferred Shares with the Depositary and delivering instructions may from time to time deposit such shares under this Deposit Agreement by delivery to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, certificate or upon the written order of, the person or persons stated in such order a Receipt or Receipts certificates for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Series A Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositarydeposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary and together with a written order of such holder to the Company directing Depositary instructing the Depositary to execute and deliver to, or upon the written order of, to the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the number of Depositary Shares representing such deposited Series A Preferred Shares; provided, however, that holders of Series A Preferred Shares other xxxx Xxxxxxx Xxxxx who do not tender their Series A Preferred Shares into the Exchange Offer shall be precluded from depositing their Series A Preferred Shares with the Depositary until such time as the applicable holding period with respect to such Series A Preferred Shares has expired and such Series A Preferred Shares have become freely transferable. Upon receipt by the Depositary of a certificate or certificates for Series A Preferred Shares deposited in book-entry form in accordance with the name ofprovisions of this Section, or together with the other documents required as above specified, and upon recordation of the Series A Preferred Shares on the books of the Company in the name of the person Depositary or persons designated byits nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the number of Depositary Shares representing the Series A Preferred Shares so deposited and registered in such ordername 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. Immediately upon the occurrence of an Exchange Event (as defined in Section 2.09), each Depositary Share shall represent a one-fortieth (1/40th) interest in a Bank Preferred Share and shall no longer represent a fractional interest in a Series A Preferred Share. In the event of the foregoing, the Bank shall record the Bank Preferred Shares on its books in the name of the Depositary or its nominee. Deposited Preferred Shares shall be held by the Depositary at the Depositary's office or at such other place or places as the Depositary shall determine. Other than in the case may beof splits, combinations or other re-classification affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than 300,000 Preferred Shares.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Subject to the execution terms and conditions of this Deposit Agreement, the Company is initially depositing the may from time to time deposit Preferred Shares with the Depositary and delivering instructions under this Deposit Agreement by delivery to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares of a certificate or certificates, registered in the name of the Depositary in and evidencing the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositarydeposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing registered in such names specified in such written order and (iii) an opinion of counsel to the Company addressed to the Depositary containing opinions, or a letter of counsel to issue the Company authorizing reliance on such counsel’s opinions delivered to the underwriters named therein, relating to, (A) the existence and register good standing of the Company, (B) the due authorization of the Depositary Shares representing and the status of the Depositary Shares as legal and valid interests in the Preferred Shares, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary Shares or whether exemption from such registration is applicable. The Company hereby appoints the Trust Company as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Trust Company hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares in held by it by notation, book-entry form in or other appropriate method. Upon receipt by the name ofDepositary of a certificate or certificates for Preferred Shares deposited hereunder, or together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case may beextent that the Company issues Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been validly authorized by the Company), the Company shall notify the Depositary of such issuance in writing.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 800,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Upon consummation of the execution of this Deposit Agreementpublic offering, pursuant to which the Depositary Shares are expected to be sold, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions shall deliver to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing up to 600,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Trustees of the Company, as certified by the Secretary or any Assistant Secretary of the Company shall deliver on the date thereof as being as being complete, accurate and in effect, relating to issuance and sale of the Preferred Stock, (ii) an opinion letter of counsel to the Company containing customary opinions relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness of the registration statement under the Securities Act relating to the Depositary Shares, and (iii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. At such time, the Depositary shall acknowledge receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar and evidencing 14,000 shares of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares registered in such names specified in such written order. The Company may deliver to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing up to an additional 2,100 shares of Preferred Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form reasonably satisfactory to the Depositary, together with (i) all such certifications as may be reasonably required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company directing the Depositary to issue execute and register deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares registered in such names specified in such written order. The Depositary acknowledges receipt of the aforementioned 14,000 shares of Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints Computershare Inc as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and Computershare Inc hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. The Depositary shall not lend any shares of Series B Preferred Shares deposited hereunder. Upon receipt by the name ofDepositary of a certificate or certificates for Preferred Shares deposited hereunder, or together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case may beextent that the Company issues shares of Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been validly authorized by the Company), the Company shall notify the Depositary of such issuance in writing.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 20,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing registered in such names specified in such written order. The Depositary acknowledges receipt of the Depositary aforementioned 20,000 Preferred Shares and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar, Transfer Agent, and the Dividend Disbursing Agent and Redemption Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, subdivisions, combinations, consolidations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. To the case extent that the Company issues Preferred Shares in excess of the amount set forth in the Certificate of Designations as of the date hereof (which shares have been duly authorized by the Company), the Company shall notify the Depositary of such issuance in writing. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing [ l Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and any Excess Preferred Shares issued pursuant to Section 2.10 and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Subject to the execution terms and conditions of this Deposit Agreement, the Company is initially depositing the may from time to time deposit Preferred Shares with the Depositary and delivering instructions under this Deposit Agreement by delivery to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, certificate or upon the written order of, the person or persons stated in such order a Receipt or Receipts certificates for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositarydeposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications or opinions as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Directors of the Company, as certified by the Secretary or any Assistant Secretary of the Company shall deliver on the date thereof as being as being complete, accurate and in effect, relating to issuance and sale of the Preferred Shares, (ii) a letter of counsel to the Company authorizing reliance on such counsel’s opinions delivered to the underwriters named therein relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary Shares, and (iii) a written order letter of instruction of the Company or such holder, as the case may be, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such Preferred Shares or directing the Depositary to issue and register the number of Depositary Shares representing such deposited Preferred Shares. Deposited Preferred Shares shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited in book-entry form in accordance with the name ofprovisions of this Section, or together with the other documents required as above specified, and upon recordation of the Preferred Shares on the books of the Company in the name of the person Depositary or persons designated byits nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the whole number of Depositary Shares representing, in the aggregate, the Preferred Shares so deposited and registered in such ordername 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 case Depositary may bedesignate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in and evidencing 92,000 Preferred Shares, and from time to time the records maintained by Company shall deliver to the Depositary such additional certificate or certificates evidencing additional Preferred Shares (in its capacity as the Registrar respect of splits, combinations or other reclassifications that may affect the Preferred Shares), together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the each case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Directors of the Company, as certified by the Secretary or any Assistant Secretary of the Company shall deliver on the date hereof as being complete, accurate and in effect, relating to issuance and sale of the Preferred Shares, (ii) an opinion letter of Company’s counsel to the Depositary relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Preferred Shares represented by the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness under the Securities Act of the registration statement relating to the Depositary Shares, and (iii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing Shares. In lieu of executing and delivering Receipts for the Depositary Shares, upon written letter of instruction from the Company, the Depositary agrees to issue and register deliver the Receipts for the Depositary Shares representing such deposited Preferred Shares in book-entry form and issue a single global security to The Depository Trust Company (“DTC”) (pursuant to the “FAST” delivery method or otherwise), which security will be deposited with and registered in the name ofof DTC or its nominee, or such other successor securities depository as may be appointed by the Company if DTC discontinues to provide services as securities depository with respect to the Depositary Shares. Beneficial interests in the global security will be shown on, and transfers of the global security will be made only through, records maintained by DTC and its participants. The Depositary acknowledges receipt of the deposited Preferred Shares and related documentation and agrees to hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall reasonably determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry or other appropriate method. If required by the Depositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in (iii) of the first paragraph of this Section 2.02, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Certificate of Designations, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with Subject to the execution terms and conditions of this Deposit Agreement, the Company is initially depositing the may from time to time deposit Preferred Shares with the Depositary and delivering instructions under this Deposit Agreement by delivery to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering of a certificate or certificates for such Preferred Shares Shares, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the or The Depository Trust Company directing the Depositary to deliver to(“DTC”), or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositaryits designee, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. Deposited Preferred Shares shall be held in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of deposited Preferred Shares (including any fractional shares) held by it by notation, book-entry or other appropriate method. If required by the Depositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Shares or directing to receive other property that any person in whose name the Depositary to issue and register the Depositary Preferred Shares representing are or have been registered may thereafter receive upon or in respect of such deposited Preferred Shares in book-entry form in the name ofShares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02 a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Articles Supplementary, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the and evidencing 440,000 Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares or directing the Depositary to issue and register the Depositary Shares representing such deposited Preferred Shares in book-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositary, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited evidencing 300,000 Preferred Shares (or directing the Depositary to issue and register the Depositary Shares representing such deposited 345,000 Preferred Shares in book-entry form in if the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the DepositaryUnderwriters exercise their over allotment option), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.

Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is initially depositing the Preferred Shares with the Depositary and delivering instructions to the Depositary to issue 4,000,000 Depositary Shares in book-entry form by registering such Preferred Shares a certificate or certificates, registered in the name of the Depositary in the records maintained by the Depositary in its capacity as the Registrar of the Preferred Shares, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and a written order of the Company directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited evidencing 1,100,000 Preferred Shares (or directing the Depositary to issue and register the Depositary Shares representing such deposited 1,265,000 Preferred Shares in bookif the Underwriters exercised their over-entry form in the name of, or in the name of the person or persons designated by, the person or persons stated in such order, as the case may be. The Depositary is acknowledging the receipt of such Preferred Shares and related documentation and is agreeing to hold such Preferred Shares in book-entry form in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. To the extent that the Company issues additional Preferred Shares and (i) causes such Preferred Shares to be issued in book-entry form by registration thereof in the name of the Depositary upon the records maintained by the Registrar of the Preferred Shares, or (ii) deposits with the Depositary certificates representing such Preferred Shares registered in the name of the Depositaryallotment option), properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, the Company shall deliver to the Depositary Agreement and (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Shares. The Depositary acknowledges receipt of the deposited Preferred Shares or directing the Depositary and related documentation and agrees to issue and register the Depositary Shares representing hold such deposited Preferred Shares in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for Preferred Shares deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Shares held by it by notation, book-entry form in or other appropriate method. If required by the name ofDepositary, Preferred Shares presented for deposit by the Company at any time, whether or not the register of shareholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any dividend or right to subscribe for additional Preferred Shares or to receive other property that any person in whose name the Preferred Shares is or has been registered may thereafter receive upon or in respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited hereunder, together with the other documents specified above, and upon registering such Preferred Shares in the name of the person Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or persons designated byupon the order of, the person or persons stated named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Shares so deposited and registered in such ordername or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person. Other than in the case of splits, combinations or other reclassifications affecting the Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Shares as set forth in the Designating Amendment, as such may be amended. The Company shall deliver to the case Depositary from time to time such quantities of Receipts as the Depositary may berequest to enable the Depositary to perform its obligations under this Deposit Agreement.