Common use of Holders of Receipts Are Parties Clause in Contracts

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th OF ONE SHARE OF 10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March 15, 2016, each March 15, June 15, September 15 and December 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th of one share of 10.00% Series E Cumulative Convertible Preferred Stock, liquidation preference $10.00 per share, $1.00 par value per share (the “Series E Preferred Stock”), of Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18, 2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM CORPORATION XXXXXXXX PETROLEUM CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION OF 10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM CORPORATION, ANY SUCH REQUEST TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt Receipts of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxxxxx Xxxx X. Xxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxxx Title: Senior Vice President, President & General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company[IF RESTRICTED SECURITIES ARE ISSUED: THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, a New York corporation AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THE DEPOSITARY RECEIPTS NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT PRIOR TO THE DATE AFTER THE ORIGINAL ISSUE DATE HEREOF ON WHICH THE DEPOSITARY SHARES MAY BE RESOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO MAGNUM HUNTER RESOURCES CORPORATION (THE “CORPORATION”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE CORPORATION’S AND THE DEPOSITARY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS RECEIPT IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE DEPOSITARY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), to Xxxxxxxx Petroleum Corporation or its agent for registration of transferTO MAGNUM HUNTER RESOURCES CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchangeEXCHANGE, or paymentOR PAYMENT, and any certificate issued is registered in the name of Cede AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or in such other name as is requested by an authorized representative of CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or to such other entity as is requested by an authorized representative of CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest herein. DEPOSITARY SHARES $ HAS AN INTEREST HEREIN.] Certificate Number: Number of Depositary Shares: DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/1,000th OF ONE SHARE OF 10.008% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM MAGNUM HUNTER RESOURCES CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 55973B 409 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March 15On the last day of calendar day of each month, 2016beginning [·], each March 152012, June 15, September 15 when and December 15as declared by the Board of Directors. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that [ ] [Cede & Co. Co.] is the registered owner of DEPOSITARY SHARES [·] [ ] depositary shares (“Depositary Shares”), each Depositary Share representing 1/1000th 1/1,000th of one share of 10.008% Series E Cumulative Convertible Preferred Stock, liquidation preference $10.00 25,000 per shareshare plus accrued and unpaid dividends thereon, $1.00 par value $0.01 per share (the “Series E Preferred Stock”), of Xxxxxxxx Petroleum Magnum Hunter Resources Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement Agreement, dated as of December 18November 2, 2015 2012 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof, and by the manual or facsimile signature of a duly authorized officer of the Corporation. Dated: MAGNUM HUNTER RESOURCES CORPORATION AMERICAN STOCK TRANSFER AND & TRUST COMPANY, LLC LLC, as Depositary By: By: Name: Authorized Officer Title: [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM MAGNUM HUNTER RESOURCES CORPORATION XXXXXXXX PETROLEUM MAGNUM HUNTER RESOURCES CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION DESIGNATIONS OF 10.008% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM MAGNUM HUNTER RESOURCES CORPORATION, . ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the RegistrarOF THIS RECEIPT OR TO THE CORPORATION. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Equivalent Word Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, ____________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________ INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________ PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________ Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxxx XxXxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxxx XxXxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & Treasurer EQUINITI TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 1,500,000 DEPOSITARY SHARES $ 1,500,000,000 DEPOSITARY RECEIPT NO. [•] FOR [•] DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.00% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK I OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 857477 CH4 ISIN US857477CH48 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March 15Quarterly in arrears on the 15th day of March, 2016June, September and December of each March 15year, commencing on commencing on June 15, September 15 and December 152024, in accordance with the terms of the Articles of Amendment of Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I of State Street Corporation. AMERICAN STOCK TRANSFER & EQUINITI TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.00% Series E Fixed Rate Reset Non-Cumulative Convertible Perpetual Preferred Stock, Series I, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E I Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18January 31, 2015 2024 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND EQUINITI TRUST COMPANY, LLC LLC, as Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK I OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary Treasurer [Signature Page to Deposit Agreement] The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/4,000th OF ONE SHARE OF 10.00% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK C OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [—] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March December 15, 20162012, each March 15, June 15, September 15 and December 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/4,000th of one share of 10.00% Series E Non-Cumulative Convertible Perpetual Preferred Stock, Series C, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E C Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18August [—], 2015 2012 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK C OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum State Street Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate Articles of Designation Amendment effective December 18August [—], 20152012, filed with the Secretary of State the Commonwealth of the State Commonwealth of Delaware Massachusetts on December August [—], 2015 2012 (the “Certificate Articles of DesignationAmendment”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5[—], 20152012, the Corporation has established the Series E C Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December August [—], 20152012, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E C Preferred Stock as described in the Certificate Articles of Designation Amendment attached as Annex A hereto. Any terms of the Series E C Preferred Stock that are not so described in the Certificate Articles of Designation Amendment and any terms of the Receipts representing such Series E C Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E C Preferred Stock issued on the day hereof: [—] CUSIP Number for Receipt: [—] Denomination of Depositary Share per share of Series E C Preferred Stock (if different than 1/1000th 1/4,000th ownership interest in a share of Series E C Preferred Stock): [—] Redemption Provisions (if different than as set forth in the Deposit Agreement): [—] Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. This certificate is dated: By: Name: Title:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. Treasurer AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [—] DEPOSITARY SHARES $ $[—] DEPOSITARY RECEIPT NO. [—] FOR [—] DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/4,000th OF ONE SHARE OF 10.00% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [—] ISIN [—] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March 15, 20162015, each March 15, June 15, September 15 and December 15, in accordance with the terms of the Articles of Amendment of Non-Cumulative Perpetual Preferred Stock, Series E of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/4,000th of one share of 10.00% Series E Non-Cumulative Convertible Perpetual Preferred Stock, Series E, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18November [—], 2015 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. Treasurer AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: Executive Director Senior Vice President [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [●] DEPOSITARY SHARES $ $[●] DEPOSITARY RECEIPT NO. [●] FOR [●] DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/4,000th OF ONE SHARE OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK G OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [●] ISIN [●] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March June 15, 2016, each March 15, June 15, September 15 and December 15, in accordance with the terms of the Articles of Amendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/4,000th of one share of 10.00% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series G, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E G Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18April [●], 2015 2016 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND & TRUST COMPANY, LLC LLC, as Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK G OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. Treasurer AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/4,000th OF ONE SHARE OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK D OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [—] ISIN [—] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March June 15, 20162014, each March 15, June 15, September 15 and December 15, in accordance with the terms of the Articles of Amendment of Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/4,000th of one share of 10.00% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series D, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E D Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18[—], 2015 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK D OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 500,000 DEPOSITARY SHARES $ $500,000,000 DEPOSITARY RECEIPT NO. FOR 500,000 DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK H OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 000000XX0 ISIN US857477BA04 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March Semi-annually in arrears each June 15 and December 15, 2016commencing on December 15, 2018 to and including December 15, 2023, and quarterly in arrears each March 15, June 15, September 15 and December 15, commencing on March 15, 2024, in accordance with the terms of the Articles of Amendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.00% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series H, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E H Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18September 27, 2015 2018 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND & TRUST COMPANY, LLC LLC, as Depositary By: Authorized Officer A-1 ActiveUS 167765364v.7 [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK H OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties survivorship and not as tenants in common TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Equivalent Equivalent Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law Administratrix Executrix AGMT Agreement FBO For the benefit of TR (As) trustee(s), of for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph A-2 ActiveUS 167765364v.7 FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. A-3 ActiveUS 167765364v.7 EXHIBIT B Officer’s Certificate I, Xxxx X. Xxxxxxxxx, [title] Executive Vice President and Treasurer of Xxxxxxxx Petroleum State Street Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate Articles of Designation Amendment effective December 18September 24, 20152018, filed with the Secretary of State the Commonwealth of the State of Delaware Massachusetts on December September 24, 2015 2018 (the “Certificate Articles of DesignationAmendment”), and pursuant to resolutions adopted by the Chairman of the Board of Directors of the Corporation on November 5September 20, 20152018, the Corporation has established the Series E H Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes purpose of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December September 27, 20152018, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E H Preferred Stock as described in the Certificate Articles of Designation Amendment attached as Annex A hereto. Any terms of the Series E H Preferred Stock that are not so described in the Certificate Articles of Designation Amendment and any terms of the Receipts representing such Series E H Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E H Preferred Stock issued on the day hereof: 5,000 CUSIP Number for Receipt: 000000XX0 Denomination of Depositary Share per share of Series E H Preferred Stock (if different than 1/1000th 1/100th ownership interest in a share of Series E H Preferred Stock): Denomination of Depositary Share per share of Series H Preferred Stock is 1/100th ownership interest in a share of Series H Preferred Stock. Redemption Provisions (if different than as set forth in the Deposit Agreement): As set forth in the Deposit Agreement Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. B-1 ActiveUS 167765364v.7

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary [Signature Page to Deposit Agreement] The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th OF ONE SHARE OF 10.009.75% CUMULATIVE PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK D OF XXXXXXXX PETROLEUM CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 884 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March December 15, 20162013, each March 15, June 15, September 15 and December 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th of one share of 10.009.75% Series E Cumulative Convertible Preferred Stock, Series D, liquidation preference $10.00 25,000.00 per share, $1.00 par value per share (the “Series E D Preferred Stock”), of Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18August 19, 2015 2013 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM CORPORATION XXXXXXXX PETROLEUM CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION OF 10.009.75% CUMULATIVE PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK D OF XXXXXXXX PETROLEUM CORPORATION, ANY SUCH REQUEST TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. HEREOF The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18August 19, 20152013, filed with the Secretary of State of the State of Delaware on December August , 2015 2013 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5August , 20152013 and August , 2013, the Corporation has established the Series E D Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December August , 20152013, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E D Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E D Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E D Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E D Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E D Preferred Stock (if different than 1/1000th ownership interest in a share of Series E D Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. This certificate is dated: By: Name: Title:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Senior Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Penn Virginia Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.006.00% CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK B OF XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE VIRGINIA CUSIP 382410 850 707882 403 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March October 15, 20162014, each March January 15, June April 15, September July 15 and December October 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.006.00% Series E Cumulative Convertible Perpetual Preferred Stock, Series B, liquidation preference $10.00 10,000.00 per share, $1.00 100.00 par value per share (the “Series E B Convertible Preferred Stock”), of Xxxxxxxx Petroleum Penn Virginia Corporation, a Delaware Virginia corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18June 16, 2015 2014 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.006.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK STOCK, SERIES B OF XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION, . ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT THIS RECEIPT, THE SERIES B Officer’s Certificate ICONVERTIBLE PREFERRED STOCK REPRESENTED BY THE DEPOSITARY SHARES EVIDENCED HEREBY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SERIES B CONVERTIBLE PREFERRED STOCK AND THE SHARES OF COMMON STOCK ISSUABLE AS A DIVIDEND ON SUCH SERIES B CONVERTIBLE PREFERRED STOCK, [title] of Xxxxxxxx Petroleum Corporation IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the THE “CorporationSECURITIES ACT”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18OR ANY STATE SECURITIES LAWS. NONE OF THIS RECEIPT, 2015THE SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THE DEPOSITARY SHARES EVIDENCED HEREBY, filed with the Secretary of State of the State of Delaware on December THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SERIES B CONVERTIBLE PREFERRED STOCK AND THE SHARES OF COMMON STOCK ISSUABLE AS A DIVIDEND ON SUCH SERIES B CONVERTIBLE PREFERRED STOCK, 2015 (the “Certificate of Designation”)IF ANY, and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, 2015SOLD, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”)PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION OF THE DEPOSITARY SHARES EVIDENCED HEREBY OR OF A BENEFICIAL INTEREST THEREIN, dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.THE ACQUIRER:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts Receipt shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM XXX ENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Chief Financial Officer [Signature Page to Deposit Agreement] The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, LLC N.A., for both entities By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx Xxxx Title: Executive Director Senior Vice President [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Xxx Energy Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.006.00% CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK A OF XXXXXXXX PETROLEUM XXX ENERGY CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 761565 209 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March November 15, 20162014, each March February 15, June May 15, September August 15 and December November 15. AMERICAN STOCK TRANSFER & COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, LLCN.A., collectively, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.006.00% Series E Cumulative Convertible Perpetual Preferred Stock, Series A, liquidation preference $10.00 10,000.00 per share, $1.00 0.001 par value per share (the “Series E A Convertible Preferred Stock”), of Xxxxxxxx Petroleum Xxx Energy Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December August 18, 2015 2014 (the “Deposit Agreement”), among the Corporation, the Depositary Computershare Trust Company, N.A., Computershare Inc., and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, LLC N.A., as Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM XXX ENERGY CORPORATION XXXXXXXX PETROLEUM XXX ENERGY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION INCORPORATION (INCLUDING THE CERTIFICATE OF 10.00DESIGNATIONS) OF 6.00% CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK A OF XXXXXXXX PETROLEUM XXX ENERGY CORPORATION, . ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership a participant in an approved a Medallion signature guarantee medallion program), pursuant program at a guarantee level acceptable to Rule 17Ad-15 under the Securities Exchange Act of 1934Corporation’s Transfer Agent. Guarantees by a notary public are not sufficient. EXHIBIT B Officer’s Certificate I, Xxxxxxx X. Xxxxxx, [title] Chief Financial Officer of Xxxxxxxx Petroleum Xxx Energy Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, Incorporation (including the Certificate of Designations) filed with the Secretary of the State of the State of Delaware on December August 15, 2015 2014 (the “Certificate of DesignationIncorporation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5August 10, 20152014 and August 15, 2014, and the Offering Committee of the Board of Directors on August 13, 2014, the Corporation has established the Series E A Convertible Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December August 18, 20152014, by and among the Corporation, American Stock Transfer & ComputerShare Trust Company, LLCN.A., Computershare Inc., and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E A Convertible Preferred Stock as described in the Certificate of Designation Incorporation attached as Annex A hereto. Any terms of the Series E A Convertible Preferred Stock that are not so described in the Certificate of Designation Incorporation and any terms of the Receipts representing such Series E A Convertible Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E A Convertible Preferred Stock issued on the day hereof: 16,100 CUSIP Number for Receipt: 761565 209 Denomination of Depositary Share per share of Series E A Convertible Preferred Stock (if different than 1/1000th 1/100th ownership interest in a share of Series E A Convertible Preferred Stock): N/A Depositary: American Stock Transfer & Computershare Inc. and Computershare Trust Company, LLC N.A. All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. This certificate is dated: August 18, 2014 By: Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt Receipts of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM CORPORATION GLOBAL GEOPHYSICAL SERVICES, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxxxxx Xxxx Name: Xxxxxxx Xxxx X. Xxxxxxxx Xxxx Title: V.P. Corporate Development COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., for both entities By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Corporation Global Geophysical Services, Inc. or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th OF ONE SHARE OF 10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March 15, 2016, each March 15, June 15, September 15 and December 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th of one share of 10.00% Series E Cumulative Convertible Preferred Stock, liquidation preference $10.00 per share, $1.00 par value per share (the “Series E Preferred Stock”), of Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18, 2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM CORPORATION XXXXXXXX PETROLEUM CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION OF 10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF XXXXXXXX PETROLEUM CORPORATION, ANY SUCH REQUEST TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.OF

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th OF ONE SHARE OF 10.00% CUMULATIVE PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK C OF XXXXXXXX PETROLEUM CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 382410 850 702 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March June 15, 20162013, each March 15, June 15, September 15 and December 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th of one share of 10.00% Series E Cumulative Convertible Preferred Stock, Series C, liquidation preference $10.00 25,000.00 per share, $1.00 par value per share (the “Series E C Preferred Stock”), of Xxxxxxxx Petroleum Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18April 10, 2015 2013 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM CORPORATION XXXXXXXX PETROLEUM CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATION OF 10.00% CUMULATIVE PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK C OF XXXXXXXX PETROLEUM CORPORATION, ANY SUCH REQUEST TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. HEREOF The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18April 10, 20152013, filed with the Secretary of State of the State of Delaware on December April 10, 2015 2013 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November April 2, 2013 and April 5, 20152013, the Corporation has established the Series E C Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December April 10, 20152013, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E C Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E C Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E C Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E C Preferred Stock issued on the day hereof: 4,000 CUSIP Number for Receipt: 382410 702 Denomination of Depositary Share per share of Series E C Preferred Stock (if different than 1/1000th ownership interest in a share of Series E C Preferred Stock): [ ] Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. This certificate is dated: By: Name: Title:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. The undersigned has executed this Deposit Agreement as of the date first set forth above. XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION By: /s/ Xxxxxxx /S/ XXXXX X. Xxxxxxxx XXXXXX Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Senior Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary [Signature Page to Deposit Agreement] The undersigned has executed this Deposit Agreement as of the date first set forth above. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx /S/ XXXXX XXXXXXXXX Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President [Signature Page to Deposit Agreement] EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum Penn Virginia Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DEPOSITARY SHARES $ DEPOSITARY RECEIPT NO. FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.006.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK STOCK, SERIES A OF XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE VIRGINIA CUSIP 382410 850 707882 205 SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March January 15, 20162013, each March January 15, June April 15, September July 15 and December October 15. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.006.00% Series E Cumulative Convertible Preferred Stock, Series A, liquidation preference $10.00 10,000.00 per share, $1.00 100.00 par value per share (the “Series E A Convertible Preferred Stock”), of Xxxxxxxx Petroleum Penn Virginia Corporation, a Delaware Virginia corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18October 17, 2015 2012 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION XXXXXXXX PETROLEUM PENN VIRGINIA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.006.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK STOCK, SERIES A OF XXXXXXXX PETROLEUM CORPORATION, PENN VIRGINIA CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Penn Virginia Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate Articles of Designation Amendment effective December 18October 17, 20152012, filed with the Secretary of State the Commonwealth of the State Commonwealth of Delaware Virginia on December October 16, 2015 2012 (the “Certificate Articles of DesignationAmendment”), and pursuant to resolutions adopted by Board of Directors of the Corporation on October 11, 2012 and the Pricing Committee of the Board of Directors of the Corporation on November 5October 11, 20152012, the Corporation has established the Series E A Convertible Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December October 17, 20152012, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E A Convertible Preferred Stock as described in the Certificate Articles of Designation Amendment attached as Annex A hereto. Any terms of the Series E A Convertible Preferred Stock that are not so described in the Certificate Articles of Designation Amendment and any terms of the Receipts representing such Series E A Convertible Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E A Convertible Preferred Stock issued on the day hereof: 11,500 CUSIP Number for Receipt: 707882 205 Denomination of Depositary Share per share of Series E A Convertible Preferred Stock (if different than 1/1000th 1/100th ownership interest in a share of Series E A Convertible Preferred Stock): [ ] Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.. This certificate is dated: By: Name: Title:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxx Xxxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. Treasurer AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [●] DEPOSITARY SHARES $ [ ●] DEPOSITARY RECEIPT NO. [●] FOR [●] DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK H OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [●] ISIN [●] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March Semi-annually in arrears each June 15 and December 15, 2016commencing on December 15, 2018 to and including December 15, 2023, and quarterly in arrears each March 15, June 15, September 15 and December 15, commencing on March 15, 2024, in accordance with the terms of the Articles of Amendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.00% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series H, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E H Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18September 27, 2015 2018 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND & TRUST COMPANY, LLC LLC, as Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK H OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.:

Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. [Remainder of page intentionally left blank; signature page follows.] The undersigned has Corporation and the Depositary have duly executed this Deposit Agreement as of the date first set forth above, and each Holder of Receipts shall become a party hereto upon acceptance by such Holder of Receipt of delivery of one or more Receipts issued in accordance with the terms hereof. XXXXXXXX PETROLEUM STATE STREET CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx Title: Senior Executive Vice President, General Counsel President and Corporate Secretary The undersigned has executed this Deposit Agreement as of the date first set forth above. Treasurer AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Executive Director Senior Vice President EXHIBIT A FORM OF RECEIPT [FORM OF FACE OF RECEIPT] GLOBAL REGISTERED RECEIPT Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Xxxxxxxx Petroleum State Street Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [●] DEPOSITARY SHARES $ $[●] DEPOSITARY RECEIPT NO. [●] FOR [●] DEPOSITARY SHARES, EACH REPRESENTING 1/1000th 1/100th OF ONE SHARE OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK F OF XXXXXXXX PETROLEUM STATE STREET CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE COMMONWEALTH OF DELAWARE MASSACHUSETTS CUSIP 382410 850 [●] ISIN [●] SEE REVERSE FOR CERTAIN DEFINITIONS Dividend Payment Dates: Beginning March September 15, 20162015 to and including September 15, 2020, each March 15 and September 15, and beginning December 15, 2020, each March 15, June 15, September 15 and December 15, in accordance with the terms of the Articles of Amendment of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F of State Street Corporation. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1000th 1/100th of one share of 10.00% Series E Fixed-to-Floating Rate Non-Cumulative Convertible Perpetual Preferred Stock, Series F, liquidation preference $10.00 100,000 per share, $1.00 without par value per share (the “Series E F Preferred Stock”), of Xxxxxxxx Petroleum State Street Corporation, a Delaware Massachusetts corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of December 18May [●], 2015 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. Dated: AMERICAN STOCK TRANSFER AND & TRUST COMPANY, LLC LLC, as Depositary By: Authorized Officer [FORM OF REVERSE OF RECEIPT] XXXXXXXX PETROLEUM STATE STREET CORPORATION XXXXXXXX PETROLEUM STATE STREET CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE ARTICLES OF DESIGNATION AMENDMENT OF 10.00% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK F OF XXXXXXXX PETROLEUM CORPORATION, STATE STREET CORPORATION ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE HEREOF. The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. Abbreviation Abbreviation Abbreviation Equivalent Word JT TEN As joint tenants, with right of survivorship and not as tenants in common TEN BY ENT As tenants by the entireties TEN IN COM As tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act Abbreviation Equivalent Word Abbreviation Equivalent Word Abbreviation Equivalent Word ADM Administrator(s), Administratrix EX Executor(s), Executrix PL Public Law AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of ART Article FDN Foundation U Under CH Chapter GDN Guardian(s) UA Under Agreement CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of, Under last will & testament DEC Declaration MIN Minor(s) EST Estate, of Estate of PAR Paragraph FORM OF ASSIGNMENT For value received, hereby sell(s), assign(s) and transfer(s) unto INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated: NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EXHIBIT B Officer’s Certificate I, , [title] of Xxxxxxxx Petroleum Corporation (the “Corporation”), hereby certify that pursuant to the terms of the Certificate of Designation effective December 18, 2015, filed with the Secretary of State of the State of Delaware on December , 2015 (the “Certificate of Designation”), and pursuant to resolutions adopted by the Board of Directors of the Corporation on November 5, 2015, the Corporation has established the Series E Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement (the “Deposit Agreement”), dated December , 2015, by and among the Corporation, American Stock Transfer & Trust Company, LLC, and the Holders of Receipts issued thereunder from time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series E Preferred Stock as described in the Certificate of Designation attached as Annex A hereto. Any terms of the Series E Preferred Stock that are not so described in the Certificate of Designation and any terms of the Receipts representing such Series E Preferred Stock that are not described in the Deposit Agreement are described below: Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: CUSIP Number for Receipt: Denomination of Depositary Share per share of Series E Preferred Stock (if different than 1/1000th ownership interest in a share of Series E Preferred Stock): Depositary: American Stock Transfer & Trust Company, LLC All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.: