Exhibit 4.1

      

       

      

      THE BANK OF N.T. BUTTERFIELD & SON LIMITED

      Company,

       

      AND

       

      THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

      as Trustee

       

      SECOND

       SUPPLEMENTAL

       INDENTURE

       

      Dated as of

       June 11, 2020

       

      TO

       

      SUBORDINATED

       DEBT SECURITIES

       INDENTURE

       

      Dated as of

       May 24, 2018

       

      5.250% FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2030

       

      
        
          


      

      
      
        TABLE OF CONTENTS

         

        

      

      	

            	

            	
              Page

            
	

            	

            	 
	
              ARTICLE I

            	
              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            	
              2

            


      	 	
              Section 101

            	
              Relation to Base Indenture.

            	
              2

            
	 	
              Section 102

            	
              Definitions.

            	
              2

            


      	
              ARTICLE II

            	
              GENERAL TERMS AND CONDITIONS OF THE NOTES

            	
              9

            


      	 	
              Section 201

            	
              Terms of Notes.

            	
              9

            


      	
              ARTICLE III

            	
              MISCELLANEOUS

            	
              18

            


        
      	 	
              Section 301

            	
              Ratification of Base Indenture.

            	
              18

            
	 	
              Section 302

            	
              Modification of Base Indenture.

            	
              18

            
	 	
              Section 303

            	
              Conflict with Trust Indenture Act.

            	
              18

            
	 	
              Section 304

            	
              Effect of Headings and Table of Contents.

            	
              18

            
	 	
              Section 305

            	
              Successors and Assigns.

            	
              18

            
	 	
              Section 306

            	
              Separability Clause.

            	
              19

            
	 	
              Section 307

            	
              Benefits of Indenture

            	
              19

            
	 	
              Section 308

            	
              Governing Law.

            	
              19

            
	 	
              Section 309

            	
              Waiver of Jury Trial

            	
              19

            
	 	
              Section 310

            	
              Counterparts.

            	
              19

            
	 	
              Section 311

            	
              Trustee Makes No Representation

            	
              20

               


       
       

      

      
        -i-

        
          


      

      SECOND SUPPLEMENTAL INDENTURE, dated as of June 11, 2020 (this “Supplemental Indenture”), between The Bank of N.T. Butterfield & Son Limited, a company duly incorporated and
        existing under the laws of Bermuda, having its principal office at 65 Front Street, Hamilton, HM 12, Bermuda (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Supplemental
        Indenture), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee hereunder (hereinafter called the “Trustee”), to the SUBORDINATED DEBT SECURITIES INDENTURE, dated as of May 24, 2018, between the Company
        and the Trustee (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”).

       

      RECITALS

       

      WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of the Company’s subordinated debt
        securities (herein called the “Securities”) in one or more series;

       

      WHEREAS, Section 901 of the Base Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form and terms of
        Securities of any series as permitted by Sections 201 and 301 thereof;

       

      WHEREAS, Sections 201, 301 and 901 of the Base Indenture permit the form and the terms of Securities of any series of Securities to be established pursuant to an indenture
        supplemental to the Base Indenture;

       

      WHEREAS, as contemplated by Section 301 of the Base Indenture, the Company intends to issue a series of its Securities to be known as its “5.250% Fixed to Floating Rate
        Subordinated Notes due 2030” (the “Notes”) under the Indenture, the form and terms of such Notes to be set forth as provided in this Supplemental Indenture;

       

      

      WHEREAS, the Notes will be established as a series of Securities under the Indenture;

       

      WHEREAS, pursuant to resolutions of the Board of Directors of the Company (the “Board”) adopted at a meeting duly called on April 30, 2020 and the resolutions of the Pricing
        Committee of the Board adopted at a meeting duly called on June 4, 2020, the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the form and terms of the Notes; and

       

      WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable agreement of the Company, in accordance with its terms, and to make the
        Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company, have been satisfied and complied with;

       

      NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

       

      For and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the form and terms of the Notes,
        the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of all Holders of the Notes, as follows:

       

      
        
          


      

      
      ARTICLE I

       

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section 101          Relation to Base Indenture. This Supplemental Indenture constitutes a part of the Indenture (the provisions of which, as modified by this Supplemental
        Indenture, shall apply to the Notes) in respect of the Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Securities, or modify, amend or otherwise affect in any manner the terms
        and conditions of the Securities of any other series.

       

      Section 102          Definitions.

       

      For all purposes of this Supplemental Indenture, the capitalized terms used herein (i) which are defined in this Section 102 have the respective meanings assigned hereto in this Section 102 and (ii) which are defined
        in the Base Indenture (and which are not defined in this Section 102) have the respective meanings assigned thereto in the Base Indenture. For all purposes of this Supplemental Indenture:

       

      (a)        unless the context otherwise requires, any reference to an “Article,” “Section,” “Exhibit” or other subdivision refers to an Exhibit to, or an Article, Section or other subdivisions of,
        this Supplemental Indenture;

       

      (b)        the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article,
        Section, Exhibit or other subdivision; and

       

      (c)        The terms defined in this Section 102(c) have the meanings assigned to them in this Section 102(c) and include the plural as well as the singular:

       

      “1940 Act Event” means the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

       

      “Additional Amounts” has the meaning set forth in Section 201(m).

       

      “Base Indenture” has the meaning set forth in the first paragraph of this Supplemental Indenture.

       

      “Benchmark” means, initially, Three-Month Term SOFR; provided that if the Company (or its designee) determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement
        Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

       

      
        2

        
          


      

      “Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Company (or its designee)
        cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to
        Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the the
        Company (or its designee) as of the Benchmark Replacement Date:

       

      (1) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

       

      (2) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the
        Benchmark Replacement Adjustment;

       

      (3) the sum of: (a) the ISDA Fallback Rate, and (b) the Benchmark Replacement Adjustment;

       

      (4) the sum of: (a) the alternate rate that has been selected by the Company (or its designee) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any
        industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

       

      “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or its designee) as of the Benchmark Replacement Date:

       

      (1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body
        for the applicable Unadjusted Benchmark Replacement;

       

      (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

       

      (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or its designee) giving due consideration to any industry-accepted spread adjustment or method for
        calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

       

      “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “interest period,” timing and
        frequency of determining rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Company (or its designee) decides may be appropriate to reflect the
        adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or its designee) decides that adoption of any portion of such market practice is not administratively feasible or if the Company
        (or its designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the the Company (or its designee) determines is reasonably necessary).

       

      
        3

        
          


      

      “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

       

      (1) in the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination;

       

      (2) in the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the
        administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

       

      (3) in the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

       

      For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include any reference rate underlying the Benchmark (for
        example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).

       

      For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date
        will be deemed to have occurred prior to the Reference Time for such determination.

       

      “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

       

      (1) if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a
        forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Company determines that the use of a forward-looking rate for a tenor of three
        months based on SOFR is not administratively feasible;

       

      (2) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or
        indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

       

      (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction
        over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which
        states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
        provide the Benchmark; or

       

      
        4

        
          


      

      (4) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

       

       “BMA” means the Bermuda Monetary Authority (and any appropriate successor banking agency thereto).

       

      “Board” has the meaning set forth in the Recitals.

       

       “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

       

       “Calculation Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of its Affiliates) to act in accordance with Section 201(e). The
        Company shall initially act as the Calculation Agent.

       

      “Capital Regulations” means the capital adequacy rules or regulations for Bermuda banks as applied and interpreted by the BMA in effect and applicable to the Company.

       

      “Code” has the meaning set forth in Section 201(m)(ii).

       

      “Company” has the meaning set forth in the first paragraph of this Supplemental Indenture.

       

      “Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Company (or its
        designee) in accordance with:

       

      (1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

       

      (2) if, and to the extent that, the Company (or its designee) determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for
        this rate that have been selected by the Company (or its designee) giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.

       

      “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current
        Benchmark.

       

      
        5

        
          


      

      “Depositary” means, with respect to the Notes issuable or issued in whole or in part in the form of one or more Global Securities, DTC, for so long as it shall be a clearing agency registered under the Exchange Act, or
        such successor (which shall be a clearing agency registered under the Exchange Act) as the Company shall designate from time to time in an Officers’ Certificate delivered to the Trustee.

       

      “DTC” means The Depository Trust Company.

       

      “FATCA Withholding Tax” has the meaning set forth in Section 201(m)(ii).

       

      “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

       

      “Fixed Rate Interest Payment Date” has the meaning provided in Section 201(e)(i).

      

      

      “Fixed Rate Period” has the meaning provided in Section 201(e)(i).

      

      

      “Floating Rate Interest Payment Date” has the meaning provided in Section 201(e)(ii).

      

      

      “Floating Rate Period” has the meaning provided in Section 201(e)(ii).

      

      

      “Global Security” means any certificated Note in global form evidencing all or part of the Notes, issued to the Depositary, and registered in the name of the Depositary or its nominee.

      

      

      “Indenture” has the meaning set forth in the first paragraph of this Supplemental Indenture.

       

      “interest” means, when used with reference to the Notes, any interest payable under the terms of the Notes.

       

      “Interest Payment Date” has the meaning provided in Section 201(e)(ii).

       

      “interest period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for or, if no interest has been paid or duly provided
        for, from and including the date hereof to, but excluding, the applicable Interest Payment Date or the Stated Maturity or date of earlier redemption, if applicable.

       

      “Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark
        is available) that is shorter than the Corresponding Tenor, and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

       

      “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor
        definitional booklet for interest rate derivatives published from time to time.

       

      
        6

        
          


      

      “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the
        occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

       

      “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the
        applicable tenor excluding the applicable ISDA Fallback Adjustment.

       

      “Notes” has the meaning set forth in the Recitals.

       

      “pari passu”, as applied to the ranking of any obligation of a Person in relation to any other obligation of such Person, means in any insolvency, bankruptcy, receivership,
        liquidation, reorganization, dissolution, winding up or similar case or proceeding that each such obligation either (i) is not subordinated or junior in right of payment to any other obligation or (ii) is subordinate or junior in right of payment
        to the same obligations as is the other, and is so subordinate or junior to the same extent, and is not subordinate or junior in right of payment to each other or to any obligation as to which the other is not so subordinate or junior.

       

      “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR
        Conventions, and (2) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

       

      “Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or
        any successor thereto.

       

      “Relevant Taxing Jurisdiction” has the meaning set forth in Section 201(m)(i).

       

      “Securities” has the meaning set forth in the Recitals.

       

      “Senior Indebtedness” has the meaning set forth in Section 201(j)(i).

       

      “SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s
        Website.

       

      “Supplemental Indenture” has the meaning set forth in the first paragraph of this Supplemental Indenture.

       

      “Stated Maturity” has the meaning set forth in Section 201(d).

       

      
        7

        
          


      

      
        “Tax Event” means the receipt by the Company of a written opinion of independent counsel of recognized standing experienced in such matters to the effect that, as a result of any:

         

      

      (a)        change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction, as the case may
        be; or

      

      

      (b)        change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction),

      

      

      in each case, which is announced or becomes effective on or after June 4, 2020 (or, in the case of a successor to the Company, after the date of succession), and which in the written opinion to the Company (or its successor) of a legal counsel
        of recognized standing, has resulted or will result (assuming that such announced prospective change will become effective as of the date specified in such announcement and in the form announced) in the Company (or its successor) becoming obligated
        to pay, on the next succeeding Interest Payment Date, Additional Amounts with respect to the Notes and, the Company (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures
        available to it (or its successor).

      

      

      “Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

      

      

      “Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

      

      

      “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the Calculation Agent
        after giving effect to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with
        0.000005% rounded up to 0.00001%.

      

      

      “Three-Month Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication
        of Three-Month Term SOFR, or changes to the definition of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other
        administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption
        of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is
        reasonably necessary).

      

      

      “Tier 2 Capital” means “Tier 2 capital” (or its equivalent) for purposes of the Capital Regulations.

       

       

      
        8

        
          


      

      
        “Tier 2 Capital Event” means the Company’s good faith determination that, as a result of any:

      

       

      

      (a)        amendment to, or change in, the laws, rules or regulations of Bermuda (including, for the avoidance of doubt, any agency or instrumentality of Bermuda, including the BMA and other
        appropriate bank regulatory agencies or instrumentalities) that is enacted or becomes effective after June 11, 2020;

       

      (b)        proposed change in those laws, rules or regulations that is announced or becomes effective after June 11, 2020;

       

      (c)        exercise of any powers by the BMA or the Bermuda Minister of Finance under the Banking (Special Resolution Regime) Act 2016 of Bermuda with respect to the Company after June 11, 2020; or

       

      (d)        official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with
        respect thereto that is announced after June 11, 2020,

       

      in each case, there is more than an insubstantial risk that the Company will not be entitled to treat the Notes then outstanding as Tier 2 Capital.

       

      “Trustee” has the meaning set forth in the first paragraph of this Supplemental Indenture.

       

      “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

       

      ARTICLE II

       

      GENERAL TERMS AND CONDITIONS OF THE NOTES

       

      Section 201          Terms of Notes.

       

      Pursuant to Sections 201 and 301 of the Base Indenture, there is hereby established a series of Securities, the terms of which shall be as follows:

       

      (a)          Designation.  The Notes shall be known and designated as the “5.250% Fixed to Floating Rate Subordinated Notes due 2030”.  The CUSIP number for the Notes is 064227 AC5. The Notes shall be issued in
        minimum denominations of $1,000 and any integral multiple thereof. The Notes shall not be issued as Original Issue Discount Securities.

       

      (b)          Aggregate Principal Amount.  The maximum aggregate principal amount of the Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited to $100,000,000
        (except for Notes authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture). The Company may, without the consent of the Holders
        of the Notes, issue additional notes of this series in an unlimited amount having the same ranking, Stated Maturity, CUSIP number and terms as to status, redemption or otherwise as the Notes (other than dates as to issuance and the initial accrual
        of interest), in which event such notes and the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions; provided, that if
        any such additional notes are not fungible with the Notes for United States federal income tax purposes, such additional notes will have a separate CUSIP or other identifying number.

       

      
        9

        
          


      

      (c)          Form and Denomination.  The Notes will be issued in book-entry form, and the minimum authorized denominations of the Notes shall be $1,000 principal amount and integral multiples of $1,000 in excess
        thereof. The Notes will initially be issued in the form of one or more Global Securities substantially in the form of Exhibit A (attached hereto), with such modifications thereto as may be approved by the authorized officer executing the same. The
        Notes will be denominated in U.S. Dollars and payments of principal and interest will be made in U.S. Dollars.

       

      Upon their original issuance, the Notes shall be issued in the form of Global Securities registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for
        credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Each such Global Security will constitute a single Security for all purposes of the Indenture.

       

      (d)          Stated Maturity.  The principal amount of, and all accrued and unpaid interest (including compounded interest) on, the Outstanding Notes shall be payable in full on June 15, 2030, or if such day is
        not a Business Day, the next Business Day (the “Stated Maturity”).

       

      (e)          Rate of Interest.

       

      (i) The Notes will bear interest at a fixed rate of 5.250% per annum from and including June 11, 2020 to, but excluding, June 15, 2025 or earlier Redemption Date (the “Fixed Rate Period”). Interest accrued on the Notes
        during the Fixed Rate Period will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020 (each such date, a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall
        be June 15, 2025, unless the Notes are earlier redeemed.

       

      (ii) The Notes will bear a floating interest rate from, and including June 15, 2025, to, but excluding, the Stated Maturity or earlier Redemption Date (the “Floating Rate Period”). The floating interest rate will be
        reset quarterly, and the interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 506 basis points for each quarterly interest period during the Floating Rate Period. During the Floating Rate Period,
        interest on the Notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2025 (each such date, a “Floating Rate Interest Payment Date” and, together with a Fixed Rate
        Interest Payment Date, an “Interest Payment Date”). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The
        Calculation Agent will provide the Company and the Trustee with the interest rate in effect on the Notes promptly after the Reference Time (or such other date of determination for the applicable Benchmark).

       

      

      
        10

        
          


      

      (iii) The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months to, but excluding, June 15,
        2025, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year on the basis of the actual number of days elapsed. The Company or the Calculation
        Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date and the Trustee shall have no duty to confirm or verify any such calculation. In the event that any scheduled Interest Payment Date or the Stated
        Maturity for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date or of principal and interest payable on the Stated Maturity will be paid on the next succeeding day which is a Business
        Day (any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event
        that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the
        immediately preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. Dollar amounts resulting from interest calculations will be rounded to the
        nearest cent, with one half cent being rounded upward.

      

      

      (iv) The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of the Notes remain outstanding there will at all times be a Calculation
        Agent appointed to calculate Three-Month Term SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final
        and binding. The Calculation Agent’s determination of any interest rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices, will be made available to any Holder of the
        Notes upon request and will be provided to the Trustee. The Calculation Agent shall have all the rights, protections and indemnities afforded to the Trustee under the Indenture and hereunder. The Calculation Agent may be removed by the Company at
        any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a
        successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation Agent,
        then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. The Trustee shall not be under any duty to
        succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the event of a default,
        breach or failure of performance on the part of the Calculation Agent with respect to the Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then
        the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to be the Calculation Agent.

       

      

      
        11

        
          


      

      (v) Effect of Benchmark Transition Event.

      

      

      (1) If the Company (or its designee) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the
        Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all
        subsequent dates. In connection with the implementation of a Benchmark Replacement, the Company (or its designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.

      

      

      (2) Notwithstanding anything set forth in Section 201(e)(ii) above, if the Company (or its designee) determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark
        Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark
        Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 506 basis points.

      

      

      (3) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and
        under this Section. Any determination, decision or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
        event, circumstance or date and any decision to take or refrain from taking any action or selection (A) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (B) if made by the Company, as Calculation
        Agent, will be made in the Company’s sole discretion, (C) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election
        to which the Company reasonably objects and (D) notwithstanding anything to the contrary herein or in the Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party.

      

      

      (4) The Company (or its designee) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark
        Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event.

       

      

      
        12

        
          


      

      (5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month
        Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a
        Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection,
        determination, and/or calculation thereof as provided by the Company or its designee, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described
        in the definition thereof, including, without limitation, as a result of the Company’s or its designee’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely
        conclusively on all notices from the Company or the Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark
        Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or
        obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or
        other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts
        its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes).

      

      

      (6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR Conventions, and if any of the foregoing provisions concerning the
        calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions
        will apply.

      

      

      (f)          To Whom Interest is Payable.  Interest shall be payable to the Person in whose name the Notes are registered at the close of business on the Business Day next preceding the Interest Payment Date, or
        in the event the Notes cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to that Interest Payment Date, whether or not a Business Day.

      

      

      (g)          Acceleration of Maturity.  If an Event of Default specified in Section 501(a) of the Base Indenture occurs, then, in every such case, the principal amount of (and premium, if any, on) and accrued
        interest on all the Outstanding Notes shall automatically become due and payable immediately, without any declaration or other action on the part of the Trustee or any Holder. There is no right of acceleration except upon the occurrence of an Event
        of Default.

       

      

      
        13

        
          


      

      (h)          Optional Redemption.

      

      

      (i) The Notes shall be redeemable in accordance with Article Eleven of the Base Indenture, provided that the Notes shall be redeemable at the Company’s option, (1) at any time on or after June 15,
        2025, in whole or in part; and (2) at any time prior to June 15, 2025, in whole, but not in part, within 90 days after the occurrence of a Tax Event, a Tier 2 Capital Event or a 1940 Act Event, in each case of (1) and (2), at a Redemption Price
        equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to but excluding the Redemption Date;

      

      

      (ii) The Company may not exercise its option to redeem the Notes pursuant to Section 201(h)(i) unless it has received prior approval from the BMA.

       

      

      (i)          Sinking Fund; Holder Repurchase Right. The Notes shall not be subject to any sinking fund or analogous provision or be redeemable at the option of the Holders. Article Twelve of the Base Indenture
        shall not be applicable to the Notes.

      

      

      (j)          Subordination.  The Notes shall be subject to Article Fourteen of the Base Indenture, subject to the following modifications:

      

      

      (i) For purposes of the Notes, the definition of “Senior Indebtedness” in the Base Indenture is hereby amended and restated in its entirety:

      

      

      “ “Senior Indebtedness” means any obligation of the Company to its creditors, whether now outstanding or subsequently incurred, other than any obligation where, in the instrument creating or evidencing the obligation
        or pursuant to which the obligation is outstanding, it is provided that the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation, the principal of (and premium, if any) and interest, if any, on:

      

      

      (a)          all of the Company’s deposits (including the Company’s uninsured deposits);

      

      

      (b)          all obligations of the Company for money borrowed;

      

      

      (c)          all obligations of the Company evidenced by bonds, debentures, notes or similar instruments;

      

      

      (d)          all similar obligations of the Company arising from off-balance sheet guarantees and direct credit substitutes;

      

      

      (e)          all reimbursement obligations of the Company with respect to letters of credit, bankers’ acceptances or similar facilities;

      

      

      (f)          all obligations of the Company issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of
        business);

      

      

      (g)          all capital lease obligations of the Company;

       

      

      
        14

        
          


      

      (h)          all obligations of the Company associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and
        foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial
        instruments;

      

      

      (i)           all debt of others described in the preceding clauses that the Company has guaranteed or for which the Company is otherwise responsible or liable; and

      

      

      (j)           any deferrals, renewals or extensions of any indebtedness or obligation of the type referred to in clauses (a) through (i) above;

      

      

      unless, in any case in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is provided that such indebtedness or obligation is not superior in
        right of payment to the Notes or to other debt that is pari passu with or subordinate to the Notes.  Notwithstanding the foregoing, Senior Indebtedness shall not include (x) trade accounts payable and
        accrued liabilities arising in the ordinary course of business; (y) any debt of the Company to any of its subsidiaries; or (z) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Notes.”

      

      

      (ii) The Notes shall rank pari passu with the Company’s 5.11% Series B Subordinated Notes due 2020, 8.44% Series B Subordinated Notes due 2023 and 5.25%
        Fixed to Floating Rate Subordinated Notes due 2028.

      

      

      (k)          Registrar, Paying Agent, Authenticating Agent and Place of Payment. The Bank of New York Mellon Trust Company, N.A., is hereby appointed as Security Registrar, Authenticating Agent and Paying Agent
        with respect to the Notes. The Place of Payment for the Notes shall be the Paying Agent’s office in New York, New York.

      

      

      (l)          Defeasance.  The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Base Indenture and the defeasance of certain obligations and certain default provisions of
        Section 1303 of the Base Indenture.

      

      

      (m)        Additional Amounts.

       

      (i) All payments made by or on behalf of the Company on or with respect to the Notes shall be made free and clear of and without withholding or deduction for, or on account of, any present or future
        taxes, duties, assessments or other governmental charges, in each case, in the nature of a tax (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Bermuda, or any political
        subdivision or taxing authority thereof or therein, or any jurisdiction through which payment is made (the “Relevant Taxing Jurisdiction”), unless such taxes, duties, assessments or other governmental charges are required by law or by the official
        interpretation or administration thereof to be withheld or deducted. If any deduction or withholding for any present or future taxes, duties, assessments or other governmental charges of the Relevant Taxing Jurisdiction shall at any time be
        required by the Relevant Taxing Jurisdiction in respect of any amounts to be paid by the Company on or in respect of the Notes, the Company will pay to each Holder of Notes as additional interest such additional amounts (“Additional Amounts”) as
        may be necessary so that the net amounts paid to each such Holder, after such deduction or withholding (and after deducting taxes on such Additional Amounts), shall be not less than the amounts such Holder would have received if such taxes, duties,
        assessments or other governmental charges had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for, or on account of, any:

       

      
        15

        
          


      

      (a)          present or future tax, duty, assessment or other governmental charge which would not have been imposed but for (a) the existence of a present or former connection between such Holder (or
        between a fiduciary, settlor, beneficiary, member or shareholder of, such Holder, if such Holder is an estate, trust, partnership or corporation) and the Relevant Taxing Jurisdiction, as the case may be, including, without limitation, such Holder
        (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a domiciliary, national or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent
        establishment therein or otherwise having or having had some connection with the Relevant Taxing Jurisdiction, as the case may be, other than the holding or ownership of a Note or the collection of principal of and interest and premium, if any, on
        a Note or (b) the presentation of a Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever
        occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days;

       

      (b)          estate, inheritance, gift, sales, transfer, personal property or similar tax, duty, assessment or other governmental charge;

       

      (c)          present or future tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments on (or in respect of) the Notes;

       

      (d)          present or future tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with
        a request of the Company (i) to provide information concerning the nationality, residence, or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim to satisfy any information or reporting
        requirement, which in the case of (i) or (ii), is required or imposed by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge;

       

      
        16

        
          


      

      (e)          present or future tax, duty, assessment or other governmental charge required to be withheld or deducted by any paying agent from any payment on a Note if such payment can be made
        without such withholding or deduction by presenting the Note to (where presentation is required for payment), or otherwise accepting payment from, any other paying agent; or

       

      (f)          any combination of the items above.

       

      (ii) Notwithstanding the foregoing, all payments shall be made net of any deduction or withholding imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of
        1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
        to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (or any law implementing such an intergovernmental agreement) (any such withholding, a “FATCA Withholding Tax”), and no Additional
        Amounts will be payable as a result of any such FATCA Withholding Tax. No Additional Amounts be paid with respect to any payment of principal of, and any premium or interest on, any Note to any Holder who is a fiduciary, a partnership, a limited
        liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with
        respect to such fiduciary, a member of such partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Note.

       

      (iii) Wherever in the Indenture there is mentioned, in any context, the payment of principal of, and any premium or interest, if any on, or any other amount payable under or with respect to the
        Notes, such mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that in such context, Additional Amounts are, were or could be payable in respect thereof. In the event of the occurrence of any
        transaction or event resulting in a successor to the Company, all references to the Relevant Taxing Jurisdiction in this Supplemental Indenture shall be deemed to be references to the jurisdiction of organization or tax residence of the successor
        entity.

       

      (n)          The last paragraph of Section 202 of the Indenture is amended in its entirety as follows:

       

      Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled          to
        any benefit under the Indenture or be valid or obligatory for any purpose.

       

      
        17

        
          


      

      ARTICLE III

       

      MISCELLANEOUS

       

      Section 301          Ratification of Base Indenture.

       

      The Supplemental Indenture is a supplemental indenture within the meaning of the Indenture.  The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified, confirmed and
        approved, and, with respect to the Notes, the Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument, and the terms of the Indenture are hereby incorporated by
        reference in the manner and to the extent herein and therein provided.

       

      Section 302          Modification of Base Indenture.

       

      Except as expressly modified by this Supplemental Indenture, the provisions of the Base Indenture shall govern the terms and conditions of the Notes.

       

      Section 303          Conflict with Trust Indenture Act.

       

      If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the provision of the Trust Indenture Act
        shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to this Indenture as
        so modified or to be excluded, as the case may be.

       

      Section 304          Effect of Headings and Table of Contents.

       

      The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

       

      Section 305          Successors and Assigns.

       

      All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether expressed or not.

       

      
        18

        
          


      

      Section 306          Separability Clause.

       

      In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
        impaired thereby.

       

      Section 307          Benefits of Indenture.

       

      Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the Holders of the Securities, the parties hereto and their successors hereunder, any benefit of any
        legal or equitable right, remedy or claim under this Supplemental Indenture.

       

      Section 308          Governing Law.

       

      This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

       

      Section 309          Waiver of Jury Trial.

       

      EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN
        ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE SECURITIES, THE BASE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

       

      Section 310          Counterparts.

       

      This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
        instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in
        lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

       

      The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or in any other certificate, agreement or document related to this Supplemental Indenture shall include images of
        manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).  The use of electronic
        signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a
        manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
        and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

       

      
        19

        
          


      

      Section 311          Trustee Makes No Representation.

       

      The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representation as to the validity or
        sufficiency of this Supplemental Indenture (except for its execution thereof and its certificates of authentication of the Notes). All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and
        duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture mutatis mutandis.

       

      

      
        20

        
          


      

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.

       

      	 	
              THE BANK OF N.T. BUTTERFIELD & SON LIMITED

            
	 	 
	 	
              By:

            	
              /s/ Michael Schrum

            


      	 	
              Name:

            	
              Michael Schrum

            
	 	
              Title:

            	
              Group Chief Financial Officer

            
	 	 	 
	 	
              THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

            
	 	
              as Trustee

            
	 	 


      	 	
              By:

            	/s/ Lawrence M. Kusch


      	 	
              Name:

            	Lawrence M. Kusch
	 	
              Title:

            	
              Vice President

            


      
        

        

        [Signature Page to Second Supplemental Indenture]

      

       

      

      
        
          


      

      Exhibit A

       

      FORM OF NOTE

      
        

        

        
          THIS SECURITY IS AN UNSECURED SUBORDINATED DEBT OBLIGATION OF THE BANK OF N.T. BUTTERFIELD & SON LIMITED. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL
            DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

           

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
            EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
            DESCRIBED IN THE INDENTURE.

           

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BANK OF N.T. BUTTERFIELD & SON LIMITED 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.

           

          
            
              


          

          THE BANK OF N.T. BUTTERFIELD & SON LIMITED

           

          5.250% Fixed to Floating Rate Subordinated Notes Due 2030

           

          

          $100,000,000

           

          
            	
                    
                      No. 1

                    

                  	
                     

                  
	
                    CUSIP No.: 064227 AC5

                  	
                    $100,000,000

                  


          

          

          

          The Bank of N.T. Butterfield & Son Limited, a company duly incorporated and existing under the laws of Bermuda (herein called the “Company”, which term includes any successor Person under the Indenture
            hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) on June 15, 2030 (or, if this day is not a Business Day, the
            following Business Day) (the “Stated Maturity”).

           

          This Security shall bear interest (i) from and including June 11, 2020, to, but excluding June 15, 2025, payable at the rate of 5.250% per annum semi-annually in arrears on
            June 15 and December 15 of each year, beginning on December 15, 2020 and ending on June 15, 2025 (computed on the basis of a 360-day year comprised of twelve 30-day months), and (ii) from and including June 15, 2025, at a floating interest
            rate, reset quarterly, equal to the Benchmark rate (as defined in the Indenture) plus 506 basis points for each quarterly interest period (computed on the basis of a 360-day year and the actual number of days elapsed), payable quarterly in
            arrears on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2025, until the principal hereof is paid or made available for payment (each such date referred to in clause (i), a “Fixed-Rate Interest Payment
            Date”, each such date referred to in clause (ii), a “Floating-Rate Interest Payment Date”, and each of the foregoing, interchangeably, an “Interest Payment Date”). Notwithstanding the foregoing, if the Benchmark rate is less than zero, the
            Benchmark rate shall be deemed to be zero. In the event that any Fixed-Rate Interest Payment Date falls on a day that is not a Business Day, the interest payment due on that date shall be postponed to the next day that is a Business Day and no
            interest shall accrue as a result of that postponement.  In the event that any Floating-Rate Interest Payment Date would otherwise fall on a day that is not a Business Day, that Floating-Rate Interest Payment Date shall be postponed to the next
            day that is a Business Day and interest will accrue to the actual Floating-Rate Interest Payment Date, unless such postponement would cause the day to fall in the next calendar month, in which case it shall be brought forward to the immediately
            preceding Business Day.

           

          A “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or
            executive order to close.

           

          The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
            Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be (i) the Business Day immediately preceding the Interest Payment Date if this Security is issued in the form of a Global Security, or
            (ii) the day 15 days prior to that Interest Payment Date (whether or not a Business Day), if this Security is not issued in the form of a Global Security. Any such interest not so punctually paid or duly provided for will forthwith cease to be
            payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
            Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
            with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

           

          
            
              


          

          Payment of the principal of (and premium, if any) and any such interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment
            of public and private debts and such payment shall be made through one or more Paying Agents appointed under the Indenture to the Holders of this Security; provided, however, that at the option of the
            Company payment of interest will be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such
            account as may be designated by the Person entitled thereto as specified in the Security Register; provided, further, that any such payment and any such interest on the Securities beneficially held that
            are represented by this Global Security, and all transfers and deliveries of such Securities shall be made to the Depositary, which shall initially be the Depository Trust Company, or its nominee, as the case may be, as the Holder of this
            Global Security, in accordance with the Depositary’s procedures. Initially, the Paying Agent and the Security Registrar for the Notes shall be The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10007, and the Place of Payment
            in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address.

           

          Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

           

          Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the
            Indenture or be valid or obligatory for any purpose.

           

          
            
              


          

          In Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal.

          

          

          	
                  Dated: June 11, 2020

                	
                  THE BANK OF N.T. BUTTERFIELD & SON LIMITED

                
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name: Michael Schrum

                
	 	 	
                  Title: Group Chief Financial Officer

                


          	
                  [seal]

                	 	 
	 	 	 
	 	
                  Attest:

                	 
	 	 	
                  Name: Shaun Morris

                
	 	 	
                  Title: General Counsel

                


          

          

          
            [Signature Page to Global Note]

             

            

          

          
            
              


          

          This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

           

          	 	
                  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

                  As Trustee

                
	
                  Dated: June 11, 2020

                	  
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	Title:

                


          
             

            

            [Signature Page to Global Note]

             

          

          
            
              


          

          [Reverse of Security]

           

          This Security is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Subordinated Debt Securities Indenture, dated as of
            May 24, 2018 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), as supplemented by a Second Supplemental Indenture, dated as of June 11, 2020, (herein called the “Supplemental Indenture”
            and, together with the Base Indenture, the “Indenture”), in each case, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
            Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the
            Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $100,000,000 (except for Notes
            authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture).

           

          All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

           

          The Notes shall be redeemable in accordance with Article Eleven of the Base Indenture, provided that the Notes shall be redeemable at the Company’s option, (1) at any time on or after June 15, 2025, in whole or in
            part; and (2) at any time prior to June 15, 2025, in whole, but not in part, within 90 days after the occurrence of a Tax Event, a Tier 2 Capital Event or a 1940 Act Event, in each case of (1) and (2), at a Redemption Price equal to 100% of the
            principal amount of the Notes being redeemed, plus accrued and unpaid interest to but excluding the Redemption Date. Any such redemption will be subject to the prior approval of the BMA.

           

          In the event of redemption of Notes in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
            cancellation hereof.

           

          The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is
            issued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to
            take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee as his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof,
            waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance
            by each such holder of Senior Indebtedness upon said provisions.

           

          
            
              


          

          The Notes of this series do not have the benefit of any sinking fund obligation and are not subject to the repurchase at the option of the Holders.

           

          The Indenture contains provisions for defeasance of the entire indebtedness of this Security at any time prior to the Stated Maturity upon compliance with certain conditions set forth in the
            Indenture.

           

          If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect
            provided in the Indenture.

           

          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series
            to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also
            contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain
            provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
            Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

           

          As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or
            trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal
            amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it,
            and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for
            60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon
            on or after the respective due dates expressed herein.

           

          No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any
            premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

           

          
            
              


          

          As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer
            at the office or agency of the Company maintained under Section 1002 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
            executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the
            designated transferee or transferees.

           

          The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein
            set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

           

          No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
            therewith.

           

          Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the
            owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

           

          This Security shall be governed by and construed in accordance with the laws of the State of New York.