0001193125-15-122438 Sample Contracts

BANC OF CALIFORNIA, INC. (a Maryland corporation) 4,000,000 Depositary Shares, each representing a 1/40th interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D UNDERWRITING AGREEMENT

Underwriting Agreement • April 8th, 2015 • Banc of California, Inc. • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  April 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  New York

DEPOSIT AGREEMENT among BANC OF CALIFORNIA, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of April 8, 2015

Deposit Agreement • April 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Deposit Agreement
• Filed
  April 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

DEPOSIT AGREEMENT dated as of April 8, 2015, by and among (i) Banc of California, Inc., a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and (iii) the Holders from time to time of the Receipts described herein.